INDENTURE RELATING TO THE NOTES

EXHIBIT 4.1

NOVELIS INC.

7-1/4% SENIOR NOTES DUE 2015

INDENTURE

Dated as of February 3, 2005

------------------------------

THE BANK OF NEW YORK TRUST COMPANY, N.A.,
as Trustee




This INDENTURE dated as of February 3, 2005, is by and among Novelis
Inc., a corporation organized under the laws of Canada, each Subsidiary
Guarantor listed on the signature pages hereto and The Bank of New York Trust
Company, N.A., as trustee (the "TRUSTEE").

The Company, each Subsidiary Guarantor and the Trustee agree as
follows for the benefit of each other and for the equal and ratable benefit of
the Holders of the Company's unsecured senior notes issued from time to time
under this Indenture (the "NOTES").

ARTICLE 1.

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01. DEFINITIONS.

For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

"144A GLOBAL NOTE" means one or more Global Notes in the form of
Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with and registered in the name of the Depositary or its nominee
issued in an aggregate denominational amount equal to the outstanding principal
amount of the Notes sold in reliance on Rule 144A.

"ADDITIONAL ASSETS" means:

(a) any Property (other than cash, Cash Equivalent and securities)
to be owned by the Company or any Restricted Subsidiary and used in a
Related Business; or

(b) Capital Stock of a Person that becomes a Restricted Subsidiary
as a result of the acquisition of such Capital Stock by the Company or
another Restricted Subsidiary from any Person other than the Company or an
Affiliate of the Company; provided, however, that, in the case of clause
(b), such Restricted Subsidiary is primarily engaged in a Related
Business.

"ADDITIONAL NOTES" means any Notes (other than Initial Notes and
Notes issued under Sections 2.06, 2.07, 2.10, 3.06 and 3.09), issued under
this Indenture in accordance with Sections 2.02 and 2.15, as part of the
same series as the Initial Notes or as an additional series.

"AFFILIATE" of any specified Person means:

(a) any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with such
specified Person, or

(b) any other Person who is a director or officer of:

(1) such specified Person,

(2) any Subsidiary of such specified Person, or

(3) any Person described in clause (a) above.

For the purposes of this definition, "control," when used with
respect to any Person, means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing. For purposes of
Sections 4.12 and 4.14 and the definition of "Additional Assets" only,
"Affiliate" shall also mean any beneficial owner of shares representing 10% or
more of the total voting power of the Voting Stock (on a fully diluted basis) of
the


Company and any Person who would be an Affiliate of any such beneficial owner
pursuant to the first sentence hereof; provided, however, that Alcan shall not
be deemed to be an Affiliate of the Company solely by virtue of the agreements
it entered into with the Company in connection with the Reorganization
Transactions.

"AGENT" means any Registrar, co-registrar, Paying Agent or
additional paying agent.

"ALCAN" means Alcan Inc., a corporation organized under the laws of
Canada.

"ALTERNATIVE CURRENCY" means any lawful currency other than U.S.
dollars that is freely transferable into U.S. dollars.

"APPLICABLE PROCEDURES" means, with respect to any transfer,
redemption or exchange of or for beneficial interests in any Global Note, the
rules and procedures of the Depositary, Euroclear and Clearstream that apply to
such transfer, redemption or exchange.

"APPROVED MEMBER STATES" means Belgium, France, Germany, Italy,
Luxembourg, The Netherlands, Spain, Sweden and the United Kingdom.

"ASSET SALE" means any sale, lease, transfer, issuance or other
disposition (or series of related sales, leases, transfers, issuances or
dispositions) by the Company or any Restricted Subsidiary, including any
disposition by means of a merger, consolidation or similar transaction (each
referred to for the purposes of this definition as a "disposition"), of the
following:

(a) any shares of Capital Stock of a Restricted Subsidiary
(other than directors' qualifying shares), or

(b) any other Property of the Company or any Restricted
Subsidiary outside of the ordinary course of business of the Company or
such Restricted Subsidiary, other than, in the case of clause (a) or (b)
above,

(1) any disposition by a Restricted Subsidiary to the
Company or by the Company or a Restricted Subsidiary to a Wholly
Owned Restricted Subsidiary,

(2) any disposition that constitutes a Permitted
Investment or Restricted Payment permitted by Section 4.10,

(3) any disposition effected in compliance with the
first or second paragraph of Section 5.01,

(4) any sale of accounts receivable and related assets
(including contract rights) of the type specified in the definition
of "Qualified Securitization Transaction" to or by a Securitization
Entity for the fair market value thereof,

(5) any sale pursuant to any Specified Post Closing
Transactions;

(6) any sale of assets pursuant to a Sale and Leaseback
Transaction, provided that neither the Company nor any Restricted
Subsidiary shall, nor shall they permit any of their respective
Subsidiaries to, become or remain liable as lessee or guarantor or
other surety with respect to any operating lease, unless the
aggregate amount of all rents paid or accrued under all such
operating leases does not exceed $25.0 million in any fiscal year;

(7) any sale or disposition of cash or Cash Equivalents;

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(8) the granting of Liens not prohibited by this
Indenture; and

(9) any disposition in a single transaction or a series
of related transactions of assets for aggregate consideration of
less than $10.0 million.

"ATTRIBUTABLE DEBT" in respect of a Sale and Leaseback Transaction
means, at any date of determination,

(a) if such Sale and Leaseback Transaction is a Capital Lease
Obligation, the amount of Debt represented thereby according to the
definition of "Capital Lease Obligations," and

(b) in all other instances, the greater of:

(1) the Fair Market Value of the Property subject to
such Sale and Leaseback Transaction, and

(2) the present value (discounted at the interest rate
borne by the Notes, compounded annually) of the total obligations of
the lessee for rental payments during the remaining term of the
lease included in such Sale and Leaseback Transaction (including any
period for which such lease has been extended).

"AVERAGE LIFE" means, as of any date of determination, with respect
to any Debt or Preferred Stock, the quotient obtained by dividing:

(a) the sum of the product of the numbers of years (rounded to
the nearest one-twelfth of one year) from the date of determination to the
dates of each successive scheduled principal payment of such Debt or
redemption or similar payment with respect to such Preferred Stock
multiplied by the amount of such payment by

(b) the sum of all such payments.

"BANKRUPTCY LAW" means Title 11, U.S. Code or any other U.S. federal
or state law relating to bankruptcy, insolvency, winding up, liquidation,
receivership, reorganization or relief of debtors, or the Bankruptcy and
Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or
any other Canadian federal or provincial law relating to, or the law of any
other jurisdiction relating to, bankruptcy, insolvency, winding up, liquidation,
receivership, reorganization or relief of debtors.

"BOARD OF DIRECTORS" means the board of directors of the Company.

"BOARD RESOLUTION" of a Person means a copy of a resolution
certified by the secretary or an assistant secretary (or individual performing
comparable duties) of the applicable Person to have been duly adopted by the
board of directors of such Person and to be in full force and effect on the date
of such certification.

"BUSINESS DAY" means any day other than a Legal Holiday.

"CANADIAN RESTRICTED SUBSIDIARY" means any Restricted Subsidiary
that is organized under the laws of Canada or any province thereof.

"CAPITAL LEASE OBLIGATIONS" means any obligation under a lease that
is required to be capitalized for financial reporting purposes in accordance
with GAAP; and the amount of Debt represented by such obligation shall be the
capitalized amount of such obligations determined in accordance with GAAP; and
the Stated Maturity thereof shall be the date of the last payment of rent or any
other amount due under such lease prior to the first date upon which such lease
may be terminated by the lessee without

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payment of a penalty. For purposes of Section 4.11, a Capital Lease Obligation
shall be deemed secured by a Lien on the Property being leased.

"CAPITAL STOCK" means, with respect to any Person, any shares or
other equivalents (however designated) of any class of corporate stock or
partnership interests or any other participations, rights, warrants, options or
other interests in the nature of an equity interest in such Person, including
Preferred Stock, but excluding any debt security convertible or exchangeable
into such equity interest.

"CAPITAL STOCK EQUIVALENTS" means all securities convertible into or
exchangeable for Capital Stock and all warrants, options or other rights to
purchase or subscribe for any Capital Stock, whether or not presently
convertible, exchangeable or exercisable.

"CAPITAL STOCK SALE PROCEEDS" means the aggregate cash proceeds
received by the Company from the issuance or sale (other than to a Subsidiary of
the Company or an employee stock ownership plan or trust established by the
Company or any such Subsidiary for the benefit of their employees) by the
Company of its Capital Stock (other than Disqualified Stock) after the Issue
Date, net of attorneys' fees, accountants' fees, underwriters' or placement
agents' fees, discounts or commissions and brokerage, consultant and other fees
and expenses actually incurred in connection with such issuance or sale and net
of Taxes paid or payable as a result thereof.

"CASH EQUIVALENTS" means any of the following:

(a) securities issued or fully guaranteed or insured by
the federal government of the United States, Canada, Switzerland,
any Approved Member State or any agency of the foregoing maturing
within 365 days of the date of acquisition thereof;

(b) time deposit accounts, certificates of deposit,
eurocurrency time deposits, overnight bank deposits, money market
deposits and bankers' acceptances maturing within 365 days of the
date of acquisition thereof and issued by a bank or trust company
organized under the laws of Canada or any province thereof, the
United States, any state thereof, the District of Columbia, any
non-U.S. bank, or its branches or agencies (fully protected against
currency fluctuations) that, at the time of acquisition, is rated at
least "A-1" by S&P or "P-1" by Moody's (or such similar equivalent
rating by at least one "nationally recognized statistical rating
organization" (as defined in Rule 436 under the Securities Act)) or
the "R-1" category by the Dominion Bond Rating Service Limited and
has capital, surplus and undivided profits aggregating in excess of
$500 million;

(c) shares of any money market fund that (i) has at
least 95% of its assets invested continuously in the types of
investments referred to in clauses (a) and (b) above, (ii) has net
assets that exceed $500 million and (iii) is rated at least "A-1" by
S&P or "P-1" by Moody's;

(d) repurchase obligations with a term of not more than
30 days for underlying securities of the types described in clause
(a) entered into with:

(1) a bank meeting the qualifications described in
clause (b) above, or

(2) any primary government securities dealer reporting
to the Market Reports Division of the Federal Reserve Bank of New
York;

(e) commercial paper issued by a corporation (other than
an Affiliate of the Company) with a rating at the time as of which
any Investment therein is made of "P-1" (or higher) according to
Moody's or "A-1" (or higher) according to S&P (or such similar
equivalent rating by at least one "nationally recognized statistical
rating

4


organization" (as defined in Rule 436 under the Securities Act)) or
in the "R-1" category by the Dominion Bond Rating Service Limited;
and

(f) direct obligations (or certificates representing an
ownership interest in such obligations) of any state of the United
States or the District of Columbia or any political subdivision or
instrumentality thereof (including any agency or instrumentality
thereof) or any province of Canada (including any agency or
instrumentality thereof) for the payment of which the full faith and
credit of such state or province is pledged and maturing within 365
days of the date of acquisition thereof, provided that the long-term
debt of such state, province or political subdivision is rated, in
the case of a state of the United States, one of the two highest
ratings from Moody's or S&P (or such similar equivalent rating by at
least one "nationally recognized statistical rating organization"
(as defined in Rule 436 under the Securities Act)), or the "R-1"
category by the Dominion Bond Rating Service Limited;

provided, however, that, to the extent any cash is generated through
operations in a jurisdiction outside of the United States, Canada,
Switzerland or an Approved Member State, such cash may be retained and
invested in obligations of the type described in clauses (a), (b) and (e)
of this definition to the extent that such obligations have a credit
rating equal to the sovereign rating of such jurisdiction.

"CHANGE OF CONTROL" means the occurrence of any of the following
events:

(a) any "person" or "group" (as such terms are used in Section 13(d)
and 14(d) of the Exchange Act or any successor of the foregoing), including any
group acting for the purpose of acquiring, holding, voting or disposing of
securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act,
becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act,
except that a person will be deemed to have "beneficial ownership" of all shares
that any such person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time), directly or indirectly, of 50%
or more of the total voting power of the Voting Stock of the Company (for
purposes of this clause (a), such person or group shall be deemed to
beneficially own any Voting Stock of a corporation held by any other corporation
(the "parent corporation") so long as such person or group beneficially owns,
directly or indirectly, in the aggregate at least a majority of the total voting
power of the Voting Stock of such parent corporation); or

(b) the sale, transfer, assignment, lease, conveyance or other
disposition, directly or indirectly, of all or substantially all the Property of
the Company and the Restricted Subsidiaries, considered as a whole (other than a
disposition of such Property as an entirety or virtually as an entirety to a
Wholly Owned Restricted Subsidiary), shall have occurred, or the Company merges,
consolidates or amalgamates with or into any other Person or any other Person
merges, consolidates or amalgamates with or into the Company, in any such event
pursuant to a transaction in which the outstanding Voting Stock of the Company
is reclassified into or exchanged for cash, securities or other Property, other
than any such transaction where:

(1) the outstanding Voting Stock of the Company is reclassified into
or exchanged for other Voting Stock of the Company or for Voting Stock of
the Surviving Person, and

(2) the holders of the Voting Stock of the Company immediately prior
to such transaction own, directly or indirectly, not less than a majority
of the Voting Stock of the Company or the Surviving Person immediately
after such transaction; or

(c) during any period of two consecutive years, individuals who at
the beginning of such period constituted the Board of Directors (together with
any new directors whose election or appointment by such Board or whose
nomination for election by the shareholders of the Company was approved by a
vote of not less than three-fourths of the directors then still in office who
were either directors at the

5


beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute at least a majority
of the Board of Directors then in office; or

(d) the shareholders of the Company shall have approved any plan of
liquidation or dissolution of the Company.

"CLEARSTREAM" means Clearstream Banking S.A. and any successor
thereto.

"CODE" means the U.S. Internal Revenue Code of 1986, as amended.

"COMMISSION" means the Securities and Exchange Commission.

"COMMODITY PRICE PROTECTION AGREEMENT" means, in respect of a
Person, any forward contract, commodity swap agreement, commodity option
agreement or other similar agreement or arrangement designed to protect such
Person against fluctuations in commodity prices.

"COMPANY" means Novelis Inc. and any successor thereto.

"COMPARABLE TREASURY ISSUE" means the United States treasury
security selected by an Independent Investment Banker as having a maturity
comparable to the remaining term of the Notes that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Notes. "INDEPENDENT INVESTMENT BANKER" means one of the
Reference Treasury Dealers appointed by the Trustee after consultation with the
Company.

"COMPARABLE TREASURY PRICE" means, with respect to any redemption
date:

(a) the average of the bid and ask prices for the Comparable
Treasury Issue expressed in each case as a percentage of its principal
amount) on the third business day preceding such redemption date, as set
forth in the most recently published statistical release designated
"H.15(519)" (or any successor release) published by the Board of Governors
of the Federal Reserve System and which establishes yields on actively
traded United States treasury securities adjusted to constant maturity
under the caption "Treasury Constant Maturities," or

(b) if such release (or any successor release) is not published or
does not contain such prices on such business day, the average of the
Reference Treasury Dealer Quotations for such redemption date.

"CONSOLIDATED CURRENT LIABILITIES" means, as of any date of
determination, the aggregate amount of liabilities of the Company and its
consolidated Restricted Subsidiaries which may properly be classified as current
liabilities (including taxes accrued as estimated), after eliminating:

(a) all intercompany items between the Company and any
Restricted Subsidiary or between Restricted Subsidiaries, and

(b) all current maturities of long-term Debt.

"CONSOLIDATED INTEREST COVERAGE RATIO" means, as of any date of
determination, the ratio of:

(a) the aggregate amount of EBITDA for the most recent four
consecutive fiscal quarters ending at least 45 days prior to such
determination date to

(b) Consolidated Interest Expense for such four fiscal
quarters;

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provided, however, that:

(1) if

(A) since the beginning of such period the Company
or any Restricted Subsidiary has Incurred any Debt that
remains outstanding or Repaid any Debt, or

(B) the transaction giving rise to the need to
calculate the Consolidated Interest Coverage Ratio is an
Incurrence or Repayment of Debt,

Consolidated Interest Expense for such period shall be calculated
after giving effect on a pro forma basis to such Incurrence or Repayment as if
such Debt was Incurred or Repaid on the first day of such period, provided that,
in the event of any such Repayment of Debt, EBITDA for such period shall be
calculated as if the Company or such Restricted Subsidiary had not earned any
interest income actually earned during such period in respect of the funds used
to Repay such Debt, and

(2) if

(A) since the beginning of such period the Company
or any Restricted Subsidiary shall have made any Asset Sale or
an Investment (by merger or otherwise) in any Restricted
Subsidiary (or any Person which becomes a Restricted
Subsidiary) or an acquisition of Property which constitutes
all or substantially all of an operating unit of a business,

(B) the transaction giving rise to the need to
calculate the Consolidated Interest Coverage Ratio is such an
Asset Sale, Investment or acquisition, or

(C) since the beginning of such period any Person
(that subsequently became a Restricted Subsidiary or was
merged with or into the Company or any Restricted Subsidiary
since the beginning of such period) shall have made such an
Asset Sale, Investment or acquisition,

then EBITDA for such period shall be calculated after giving pro forma
effect to such Asset Sale, Investment or acquisition as if such Asset
Sale, Investment or acquisition had occurred on the first day of such
period.

If any Debt bears a floating rate of interest and is being given pro
forma effect, the interest expense on such Debt shall be calculated as if the
base interest rate in effect for such floating rate of interest on the date of
determination had been the applicable base interest rate for the entire period
(taking into account any Interest Rate Agreement applicable to such Debt if such
Interest Rate Agreement has a remaining term in excess of 12 months). In the
event the Capital Stock of any Restricted Subsidiary is sold during the period,
the Company shall be deemed, for purposes of clause (1) above, to have Repaid
during such period the Debt of such Restricted Subsidiary to the extent the
Company and its continuing Restricted Subsidiaries are no longer liable for such
Debt after such sale.

"CONSOLIDATED INTEREST EXPENSE" means, for any period, the total
interest expense of the Company and its consolidated Restricted Subsidiaries,
plus, to the extent not included in such total interest expense, and to the
extent Incurred by the Company or its Restricted Subsidiaries,

(a) interest expense attributable to leases constituting part
of a Sale and Leaseback Transaction and to Capital Lease Obligations,

7


(b) amortization of debt discount and debt issuance cost,
including commitment fees,

(c) capitalized interest,

(d) non-cash interest expense,

(e) commissions, discounts and other fees and charges owed
with respect to letters of credit and banker's acceptance financing,

(f) net costs associated with Hedging Obligations (including
amortization of fees),

(g) Disqualified Stock Dividends,

(h) Preferred Stock Dividends,

(i) interest Incurred in connection with Investments in
discontinued operations,

(j) interest accruing on any Debt of any other Person to the
extent such Debt is Guaranteed by the Company or any Restricted
Subsidiary, and

(k) the cash contributions to any employee stock ownership
plan or similar trust to the extent such contributions are used by such
plan or trust to pay interest or fees to any Person (other than the
Company) in connection with Debt Incurred by such plan or trust.

"CONSOLIDATED NET INCOME" means, for any period, the net income
(loss) of the Company and its consolidated Restricted Subsidiaries; provided,
however, that there shall not be included in such Consolidated Net Income:

(a) any net income (loss) of any Person (other than the
Company) if such Person is not a Restricted Subsidiary, except that:

(1) subject to the exclusion contained in clause (c)
below, equity of the Company and its consolidated Restricted
Subsidiaries in the net income of any such Person for such period
shall be included in such Consolidated Net Income up to the
aggregate amount of cash distributed by such Person during such
period to the Company or a Restricted Subsidiary as a dividend or
other distribution (subject, in the case of a dividend or other
distribution to a Restricted Subsidiary, to the limitations
contained in clause (b) below), and

(2) the equity of the Company and its consolidated
Restricted Subsidiaries in a net loss of any such Person other than
an Unrestricted Subsidiary for such period shall be included in
determining such Consolidated Net Income,

(b) any net income (loss) of any Restricted Subsidiary if such
Restricted Subsidiary is subject to restrictions, directly or indirectly,
on the payment of dividends or the making of distributions, directly or
indirectly, to the Company, except that:

(1) subject to the exclusion contained in clause (c)
below, the equity of the Company and its consolidated Restricted
Subsidiaries in the net income of any such Restricted Subsidiary for
such period shall be included in such Consolidated Net Income up to
the aggregate amount of cash distributed by such Restricted
Subsidiary during such period to the Company or another Restricted
Subsidiary as a dividend or other distribution (subject, in the case
of a dividend or other

8


distribution to another Restricted Subsidiary, to the limitation
contained in this clause), and

(2) the equity of the Company and its consolidated
Restricted Subsidiaries in a net loss of any such Restricted
Subsidiary for such period shall be included in determining such
Consolidated Net Income,

(c) any gain or loss realized upon the sale or other
disposition of any Property of the Company or any of its consolidated
Subsidiaries (including pursuant to any Sale and Leaseback Transaction)
that is not sold or otherwise disposed of in the ordinary course of
business (provided that sales or other dispositions of assets in
connection with any Qualified Securitization Transaction shall be deemed
to be in the ordinary course),

(d) any extraordinary gain or loss,

(e) the cumulative effect of a change in accounting
principles, and

(f) any non-cash compensation expense realized for
grants of performance shares, stock options or other rights to officers,
directors and employees of the Company or any Restricted Subsidiary,
provided that such shares, options or other rights can be redeemed at the
option of the holder only for Capital Stock of the Company (other than
Disqualified Stock).

Notwithstanding the foregoing, for purposes of Section 4.10 only,
there shall be excluded from Consolidated Net Income any dividends, repayments
of loans or advances or other transfers of Property from Unrestricted
Subsidiaries to the Company or a Restricted Subsidiary to the extent such
dividends, repayments or transfers increase the amount of Restricted Payments
permitted under such covenant pursuant to clause (c)(4) thereof.

"CONSOLIDATED NET TANGIBLE ASSETS" means, as of any date of
determination, the sum of the amounts that would appear on a consolidated
balance sheet of the Company and its consolidated Restricted Subsidiaries as the
total assets (less accumulated depreciation and amortization, allowances for
doubtful receivables, other applicable reserves and other properly deductible
items) of the Company and its Restricted Subsidiaries, after giving effect to
purchase accounting and after deducting therefrom Consolidated Current
Liabilities and, to the extent otherwise included, the amounts of (without
duplication):

(a) the excess of cost over fair market value of assets or
businesses acquired;

(b) any revaluation or other write-up in book value of assets
subsequent to the last day of the fiscal quarter of the Company
immediately preceding the Issue Date as a result of a change in the method
of valuation in accordance with GAAP;

(c) unamortized debt discount and expenses and other
unamortized deferred charges, goodwill, patents, trademarks, service
marks, trade names, copyrights, licenses, organization or developmental
expenses and other intangible items;

(d) minority interests in consolidated Subsidiaries held by
Persons other than the Company or any Restricted Subsidiary;

(e) treasury stock;

(f) cash or securities set aside and held in a sinking or
other analogous fund established for the purpose of redemption or other
retirement of Capital Stock to the extent such obligation is not reflected
in Consolidated Current Liabilities; and

9


(g) Investments in and assets of Unrestricted Subsidiaries.

"CORPORATE TRUST OFFICE OF THE TRUSTEE" shall be at the address of
the Trustee specified in Section 12.02, or such other address as to which the
Trustee may give notice to the Company.

"CREDIT FACILITIES" means, with respect to the Company or any
Restricted Subsidiary, one or more debt or commercial paper facilities with
banks or other institutional lenders (including the Senior Credit Facility) or
indentures, in each case, providing for revolving credit loans, term loans,
receivables or inventory financing (including through the sale of receivables or
inventory to such lenders or to special purpose, bankruptcy remote entities
formed to borrow from such lenders against such receivables or inventory) or
trade letters of credit, in each case together with any Refinancings thereof.

"CURRENCY EXCHANGE PROTECTION AGREEMENT" means, in respect of a
Person, any foreign exchange contract, currency swap agreement, currency option
or other similar agreement or arrangement designed to protect such Person
against fluctuations in currency exchange rates.

"CUSTODIAN" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03(c) as
Custodian with respect to the Notes, and any and all successors thereto
appointed as custodian hereunder and having become such pursuant to the
applicable provisions of this Indenture.

"DEBT" means, with respect to any Person on any date of
determination (without duplication):

(a) the principal of and premium (if any) in respect of:

(1) debt of such Person for money borrowed, and

(2) debt evidenced by notes, debentures, bonds or other
similar instruments for the payment of which such Person is
responsible or liable;

(b) all Capital Lease Obligations of such Person and all
Attributable Debt in respect of Sale and Leaseback Transactions entered
into by such Person;

(c) all obligations of such Person representing the deferred
purchase price of Property, all conditional sale obligations of such
Person and all obligations of such Person under any title retention
agreement (but excluding trade accounts payable arising in the ordinary
course of business);

(d) all obligations of such Person for the reimbursement of
any obligor on any letter of credit, banker's acceptance or similar credit
transaction (other than obligations with respect to letters of credit
securing obligations (other than obligations described in (a) through (c)
above) entered into in the ordinary course of business of such Person to
the extent such letters of credit are not drawn upon or, if and to the
extent drawn upon, such drawing is reimbursed no later than the third
business day following receipt by such Person of a demand for
reimbursement following payment on the letter of credit);

(e) the amount of all obligations of such Person with respect
to the Repayment of any Disqualified Stock or, with respect to any
Subsidiary of such Person, any Preferred Stock (but excluding, in each
case, any accrued dividends);

(f) all obligations of the type referred to in clauses (a)
through (e) above of other Persons and all dividends of other Persons for
the payment of which, in either case, such Person is responsible or
liable, directly or indirectly, as obligor, guarantor or otherwise,
including by means of any Guarantee;

10

(g) all obligations of the type referred to in clauses (a)
through (f) above of other Persons secured by any Lien on any Property of
such Person (whether or not such obligation is assumed by such Person),
the amount of such obligation being deemed to be the lesser of the Fair
Market Value of such Property and the amount of the obligation so secured;
and

(h) to the extent not otherwise included in this definition,
Hedging Obligations of such Person.

The amount of Debt of any Person at any date shall be the
outstanding balance, or the accreted value of such Debt in the case of Debt
issued with original issue discount, at such date of all unconditional
obligations as described above and the maximum liability, upon the occurrence of
the contingency giving rise to the obligation, of any contingent obligations at
such date. The amount of Debt represented by a Hedging Obligation shall be equal
to:

(1) zero if such Hedging Obligation has been Incurred
pursuant to clause (f), (g) or (h) of the second paragraph of
Section 4.09, or

(2) the notional amount of such Hedging Obligation if
not Incurred pursuant to such clauses.

"DEFAULT" means any event which is, or after notice or passage of
time or both would be, an Event of Default.

"DEFINITIVE NOTE" means a certificated Note registered in the name
of the Holder thereof and issued in accordance with Section 2.06, in
substantially the form of Exhibit A hereto except that such Note shall not bear
the Global Note Legend and shall not have the "Schedule of Exchanges of
Interests in the Global Note" attached thereto.

"DEPOSITARY" means, with respect to any Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03(b) as the
Depositary with respect to such Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provisions of this Indenture.

"DISQUALIFIED STOCK" means any Capital Stock of the Company or any
of its Restricted Subsidiaries that by its terms (or by the terms of any
security into which it is convertible or for which it is exchangeable, in either
case at the option of the holder thereof) or otherwise:

(a) matures or is mandatorily redeemable pursuant to a sinking
fund obligation or otherwise,

(b) is or may become redeemable or repurchaseable at the
option of the holder thereof, in whole or in part, or

(c) is convertible or exchangeable at the option of the holder
thereof for Debt or Disqualified Stock,

on or prior to, in the case of clause (a), (b) or (c), the first anniversary of
the Stated Maturity of the Notes.

"DISQUALIFIED STOCK DIVIDENDS" means all dividends with respect to
Disqualified Stock of the Company held by Persons other than a Wholly Owned
Restricted Subsidiary. The amount of any such dividend shall be equal to the
quotient of such dividend divided by the difference between one and the maximum
statutory federal income tax rate (expressed as a decimal number between 1 and
0) then applicable to the Company.

11


"DISTRIBUTION COMPLIANCE PERIOD" means the 40-day distribution
compliance period set forth in Rule 903(b)(2)(ii) of Regulation S.

"DOLLAR EQUIVALENT" of any amount means, at the time of
determination thereof, (a) if such amount is expressed in U.S. dollars, such
amount, (b) if such amount is expressed in an Alternative Currency, the
equivalent of such amount in U.S. dollars determined by using the rate of
exchange quoted by Citibank in New York, New York at 11:00 a.m. (New York time)
on the date of determination (or, if such date is not a Business Day, the last
Business Day prior thereto) to prime banks in New York for the spot purchase in
the New York currency exchange market of such amount of U.S. dollars with such
Alternative Currency and (c) if such amount is denominated in any other
currency, the equivalent of such amount in U.S. dollars as determined by the
Trustee using any method of determination it deems appropriate.

"EBITDA" means, for any period, an amount equal to, for the Company
and its consolidated Restricted Subsidiaries:

(a) the sum of Consolidated Net Income for such period, plus

(1) any provision for taxes based on income or profits,

(2) Consolidated Interest Expense,

(3) loss from extraordinary items,

(4) depreciation, depletion and amortization expenses,

(5) all other non-cash expenses, charges and losses that
are not payable in cash in any subsequent period, and

(6) non-recurring cash restructuring expenses, charges
and losses, minus

(b) the sum of, in each case to the extent included in the
calculation of such Consolidated Net Income for such period, but without
duplication, (i) any credit for income tax, (ii) interest income, (iii)
gains from extraordinary items, (iv) any aggregate net gain (but not any
aggregate net loss) from the sale, exchange or other disposition of
capital assets, (v) any other non-cash gains or other items which have
been added in determining Consolidated Net Income, including any reversal
of a change referred to in clause (5) above by reason of a decrease in the
value of any Capital Stock or Capital Stock Equivalent.

Notwithstanding the foregoing clause (a), the provision for taxes
and the depreciation, amortization and non-cash items of a Restricted Subsidiary
shall be added to Consolidated Net Income to compute EBITDA only to the extent
(and in the same proportion) that the net income of such Restricted Subsidiary
was included in calculating Consolidated Net Income and only if a corresponding
amount would be permitted at the date of determination to be dividended to the
Company by such Restricted Subsidiary without prior approval (that has not been
obtained), pursuant to the terms of its charter and all agreements, instruments,
judgments, decrees, orders, statutes, rules and governmental regulations
applicable to such Restricted Subsidiary or its shareholders.

"EUROCLEAR" means Euroclear Bank, S.A./N.V., as operator of the
Euroclear systems, and any successor thereto.

"EVENT OF DEFAULT" has the meaning set forth under Section 6.01.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

12


"EXCHANGE NOTES" means the notes issued in exchange for the Initial
Notes or any Additional Notes issued pursuant to the Registration Rights
Agreement or any similar registration rights agreement with respect to any
Additional Notes.

"EXCHANGE OFFER" has the meaning set forth in the Registration
Rights Agreement relating to an exchange of Notes registered under the
Securities Act for Notes not so registered.

"EXCHANGE OFFER REGISTRATION STATEMENT" has the meaning set forth in
the Registration Rights Agreement.

"FAIR MARKET VALUE" means, with respect to any Property, the price
that could be negotiated in an arm's-length free market transaction, for cash,
between a willing seller and a willing buyer, neither of whom is under undue
pressure or compulsion to complete the transaction. Fair Market Value shall be
determined, except as otherwise provided,

(a) if such Property has a Fair Market Value equal to or less
than $50.0 million, by any Officer of the Company, or

(b) if such Property has a Fair Market Value in excess of
$50.0 million, by at least a majority of the Board of Directors and
evidenced by a Board Resolution, dated within 45 days of the relevant
transaction, delivered to the Trustee.

"GAAP" means United States generally accepted accounting principles
as in effect on the Issue Date, including those set forth in:

(a) the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants,

(b) the statements and pronouncements of the Financial Accounting
Standards Board,

(c) such other statements by such other entity as approved by a
significant segment of the accounting profession, and

(d) the rules and regulations of the Commission governing the
inclusion of financial statements (including pro forma financial
statements) in periodic reports required to be filed pursuant to Section
13 of the Exchange Act, including opinions and pronouncements in staff
accounting bulletins and similar written statements from the accounting
staff of the Commission.

"GLOBAL NOTE" OR "GLOBAL NOTES" means the global Notes in the form
of Exhibit A hereto issued in accordance with Article 2.

"GLOBAL NOTE LEGEND" means the legend set forth in Section
2.06(g)(ii), which is required to be placed on all Global Notes issued under
this Indenture.

"GOVERNMENTAL AUTHORITY" means any nation, sovereign or government,
any state or other political subdivision thereof and any entity or authority
exercising executive, legislative, judicial, regulatory or administrative
functions of or pertaining to government, including any central bank.

"GUARANTEE" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Debt of any other Person and any
obligation, direct or indirect, contingent or otherwise, of such Person:

(a) to purchase or pay (or advance or supply funds for the
purchase or payment of) such Debt of such other Person (whether arising by
virtue of partnership arrangements, or by

13


agreements to keep-well, to purchase assets, goods, securities or
services, to take-or-pay or to maintain financial statement conditions or
otherwise), or

(b) entered into for the purpose of assuring in any other manner
the obligee against loss in respect thereof (in whole or in part);

provided, however, that the term "Guarantee" shall not include:

(1) endorsements for collection or deposit in the
ordinary course of business, or

(2) a contractual commitment by one Person to invest in
another Person for so long as such Investment is reasonably
expected to constitute a Permitted Investment under clause
(a), (b) or (c) of the definition of "Permitted Investment."

The term "Guarantee" used as a verb has a corresponding meaning. The
term "Guarantor" shall mean any Person Guaranteeing any obligation.

"HEDGING OBLIGATION" of any Person means any obligation of such
Person pursuant to any Interest Rate Agreement, Currency Exchange Protection
Agreement, Commodity Price Protection Agreement or any other similar agreement
or arrangement.

"HOLDER" means a Person in whose name a Note is registered in the
Security Register.

"IAI GLOBAL NOTE" means one or more Global Notes in the form of
Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with and registered in the name of the Depositary or its nominee
issued in an aggregate denominational amount equal to the outstanding principal
amount of the Notes issued or sold to Institutional Accredited Investors or
other Persons entitled to hold beneficial interests in an IAI Global Note, if
any.

"INCUR" means, with respect to any Debt or other obligation of any
Person, to create, issue, incur (by merger, conversion, exchange or otherwise),
extend, assume, Guarantee or become liable in respect of such Debt or other
obligation or the recording, as required pursuant to GAAP or otherwise, of any
such Debt or obligation on the balance sheet of such Person (and "Incurrence"
and "Incurred" shall have meanings correlative to the foregoing); provided,
however, that a change in GAAP that results in an obligation of such Person that
exists at such time, and is not theretofore classified as Debt, becoming Debt
shall not be deemed an Incurrence of such Debt; provided further, however, that
any Debt or other obligations of a Person existing at the time such Person
becomes a Subsidiary (whether by merger, consolidation, acquisition or
otherwise) shall be deemed to be Incurred by such Subsidiary at the time it
becomes a Subsidiary; and provided further, however, that solely for purposes of
determining compliance with Section 4.09, amortization of debt discount shall
not be deemed to be the Incurrence of Debt, provided that in the case of Debt
sold at a discount, the amount of such Debt Incurred shall at all times be the
aggregate principal amount at Stated Maturity.

"INDEPENDENT FINANCIAL ADVISOR" means an investment banking firm of
national standing or any third party appraiser of national standing, provided
that such firm or appraiser is not an Affiliate of the Company.

"INDENTURE" means this instrument, as originally executed or as it
may from time to time be supplemented or amended in accordance with Article 9.

"INDIRECT PARTICIPANT" means a Person who holds a beneficial
interest in a Global Note through a Participant.

14


"INITIAL NOTES" means $1.4 billion aggregate principal amount of
Notes issued under this Indenture on the date hereof.

"INSTITUTIONAL ACCREDITED INVESTOR" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act.

"INTEREST PAYMENT DATES" shall have the meaning set forth in
paragraph 1 of each Note.

"INTEREST RATE AGREEMENT" means, for any Person, any interest rate
swap agreement, interest rate cap agreement, interest rate collar agreement or
other similar agreement designed to protect against fluctuations in interest
rates.

"INVESTMENT" by any Person means any direct or indirect loan (other
than advances to customers in the ordinary course of business that are recorded
as accounts receivable on the balance sheet of such Person), advance or other
extension of credit or capital contribution (by means of transfers of cash or
other Property to others or payments for Property or services for the account or
use of others, or otherwise) to, or Incurrence of a Guarantee of any obligation
of, or purchase or acquisition of Capital Stock, bonds, notes, debentures or
other securities or evidence of Debt issued by, any other Person. For purposes
of Sections 4.10 and 4.16 and the definition of "Restricted Payment," the term
"Investment" shall include the portion (proportionate to the Company's equity
interest in such Subsidiary) of the Fair Market Value of the net assets of any
Subsidiary of the Company at the time that such Subsidiary is designated an
Unrestricted Subsidiary; provided, however, that upon a redesignation of such
Subsidiary as a Restricted Subsidiary, the Company shall be deemed to continue
to have a permanent "Investment" in an Unrestricted Subsidiary of an amount (if
positive) equal to:

(a) the Company's "Investment" in such Subsidiary at the time
of such redesignation, less

(b) the portion (proportionate to the Company's equity
interest in such Subsidiary) of the Fair Market Value of the net assets of
such Subsidiary at the time of such redesignation.

In determining the amount of any Investment made by transfer of any
Property other than cash, such Property shall be valued at its Fair Market Value
at the time of such Investment.

"INVESTMENT GRADE RATING" means a rating equal to or higher than
Baa3 (or the equivalent) by Moody's and BBB- (or the equivalent) by S&P.

"INVESTMENT GRADE STATUS" shall be deemed to have been reached on
the date that the Notes have an Investment Grade Rating from both Rating
Agencies.

"ISSUE DATE" means the date on which the Notes are initially issued
pursuant to this Indenture.

"LEGAL HOLIDAY" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York, the City of Atlanta, the city in which the
Corporate Trust Office of the Trustee is located or any other place of payment
on the Notes are authorized by law, regulation or executive order to remain
closed.

"LETTER OF TRANSMITTAL" means the letter of transmittal, or its
electronic equivalent in accordance with the Applicable Procedures, to be
prepared by the Company and sent to all Holders for use by such Holders in
connection with an Exchange Offer.

"LIEN" means, with respect to any Property of any Person, any
mortgage or deed of trust, pledge, hypothecation, assignment, deposit
arrangement, security interest, lien, charge, easement (other

15


than any easement not materially impairing usefulness or marketability),
encumbrance, preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever on or with respect to such Property
(including any Capital Lease Obligation, conditional sale or other title
retention agreement having substantially the same economic effect as any of the
foregoing or any Sale and Leaseback Transaction).

"MATURITY DATE" means February 15, 2015.

"MOODY'S" means Moody's Investors Service, Inc. or any successor to
the rating agency business thereof.

"NET AVAILABLE CASH" from any Asset Sale means cash payments
received therefrom (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or otherwise,
but only as and when received, but excluding any other consideration received in
the form of assumption by the acquiring Person of Debt or other obligations
relating to the Property that is the subject of such Asset Sale or received in
any other non-cash form), in each case net of:

(a) all legal, title and recording tax expenses, commissions
and other fees and expenses incurred, and all Federal, state, provincial,
foreign and local taxes required to be accrued as a liability under GAAP,
as a consequence of such Asset Sale,

(b) all payments made on or in respect of any Debt that is
secured by any Property subject to such Asset Sale, in accordance with the
terms of any Lien upon such Property, or which must by its terms, or in
order to obtain a necessary consent to such Asset Sale, or by applicable
law, be repaid out of the proceeds from such Asset Sale,

(c) all distributions and other payments required to be made
to minority interest Holders in Subsidiaries or joint ventures as a result
of such Asset Sale, and

(d) the deduction of appropriate amounts provided by the
seller as a reserve, in accordance with GAAP, against any liabilities
associated with the Property disposed of in such Asset Sale and retained
by the Company or any Restricted Subsidiary after such Asset Sale.

"NKL" means Novelis Korea Ltd.

"NOTES" has the meaning ascribed to it in the preamble hereto, and
includes the Initial Notes and the Exchange Notes.

"OBLIGATIONS" means all obligations for principal, premium,
interest, penalties, fees, indemnifications, reimbursements, damages and other
liabilities payable under the documentation governing any Debt.

"OFFICER" means the Chief Executive Officer, the President, the
Chief Financial Officer or any other executive officer the Company.

"OFFICERS' CERTIFICATE" means a certificate, in form and substance
reasonably satisfactory to the Trustee, signed by two Officers of the Company,
at least one of whom shall be the principal executive officer or principal
financial officer of the Company, and delivered to the Trustee.

"OPINION OF COUNSEL" means a written opinion, from legal counsel who
is reasonably acceptable to the Trustee. The counsel may be an employee of or
counsel to the Company or the Trustee.

"PARTICIPANT" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively, and, with respect to DTC, shall include Euroclear and
Clearstream.

16


"PERMITTED INVESTMENT" means any Investment by the Company or a
Restricted Subsidiary in:

(a) the Company or any Restricted Subsidiary;

(b) any Person that will, upon the making of such Investment,
become a Restricted Subsidiary;

(c) any Person if as a result of such Investment such Person
is merged or consolidated with or into, or transfers or conveys all or
substantially all its Property to, the Company or a Restricted Subsidiary;

(d) Cash Equivalents;

(e) receivables owing to the Company or a Restricted
Subsidiary, if created or acquired in the ordinary course of business and
payable or dischargeable in accordance with customary trade terms;
provided, however, that such trade terms may include such concessionary
trade terms as the Company or such Restricted Subsidiary deems reasonable
under the circumstances;

(f) payroll, travel and similar advances to cover matters that
are expected at the time of such advances ultimately to be treated as
expenses for accounting purposes and that are made in the ordinary course
of business;

(g) loans and advances to employees made in the ordinary
course of business consistent with past practices of the Company or such
Restricted Subsidiary, as the case may be, provided that such loans and
advances do not exceed $15.0 million in the aggregate at any one time
outstanding;

(h) stock, obligations or other securities received in
settlement of debts created in the ordinary course of business and owing
to the Company or a Restricted Subsidiary or in satisfaction of judgments;

(i) any Person to the extent such Investment represents the
non-cash portion of the consideration received in connection with (A) an
Asset Sale consummated in compliance with Section 4.12, or (B) any
disposition of Property not constituting an Asset Sale;

(j) any Persons made for Fair Market Value that do not exceed
5% of Consolidated Net Tangible Assets in the aggregate outstanding at any
one time;

(k) a Securitization Entity or any Investment by a
Securitization Entity in any other Person in connection with a Qualified
Securitization Transaction provided that any Investment in a
Securitization Entity is in the form of a Purchase Money Note,
contribution of additional receivables and related assets or any equity
interests;

(l) any Specified Post Closing Transactions; and

(m) other Investments made for Fair Market Value that do not
exceed $20.0 million in the aggregate outstanding at any one time.

"PERMITTED LIENS" means:

(a) Liens to secure Debt permitted to be Incurred under clause
(b) of the second paragraph of Section 4.09 and other Obligations related
thereto;

17

(b) Liens to secure Debt permitted to be Incurred under clause (c)
of the second paragraph of Section 4.09 and other Obligations related thereto;
provided that any such Lien may not extend to any Property of the Company or any
Restricted Subsidiary, other than the Property acquired, constructed or leased
with the proceeds of such Debt and any improvements or accessions to such
Property;

(c) Liens for taxes, assessments or governmental charges or levies
on the Property of the Company or any Restricted Subsidiary if the same shall
not at the time be delinquent or thereafter can be paid without penalty, or are
being contested in good faith and by appropriate proceedings timely instituted
and diligently pursued, provided that any reserve or other appropriate provision
that shall be required in accordance with GAAP shall have been established with
respect thereto;

(d) Deposit account banks' rights of set-off, Liens of landlords
arising by statute, Liens imposed by law, such as carriers', warehousemen's and
mechanics' Liens and other similar Liens, on the Property of the Company or any
Restricted Subsidiary arising in the ordinary course of business and securing
payment of obligations that are not more than 60 days past due or are being
contested in good faith and by appropriate proceedings;

(e) Liens on the Property of the Company or any Restricted
Subsidiary Incurred in the ordinary course of business to secure performance of
obligations with respect to statutory or regulatory requirements, performance or
return-of-money bonds, surety bonds or other obligations of a like nature and
Incurred in a manner consistent with industry practice, in each case which are
not Incurred in connection with the borrowing of money, the obtaining of
advances or credit or the payment of the deferred purchase price of Property and
which do not in the aggregate impair in any material respect the use of Property
in the operation of the business of the Company and the Restricted Subsidiaries
taken as a whole;

(f) Liens on Property at the time the Company or any Restricted
Subsidiary acquired such Property, including any acquisition by means of a
merger or consolidation with or into the Company or any Restricted Subsidiary;
provided, however, that any such Lien may not extend to any other Property of
the Company or any Restricted Subsidiary; provided further, however, that such
Liens shall not have been Incurred in anticipation of or in connection with the
transaction or series of transactions pursuant to which such Property was
acquired by the Company or any Restricted Subsidiary;

(g) Liens on the Property of a Person at the time such Person
becomes a Restricted Subsidiary; provided, however, that any such Lien may not
extend to any other Property of the Company or any other Restricted Subsidiary
that is not a direct Subsidiary of such Person; provided further, however, that
any such Lien was not Incurred in anticipation of or in connection with the
transaction or series of transactions pursuant to which such Person became a
Restricted Subsidiary;

(h) pledges or deposits by the Company or any Restricted Subsidiary
under workers' compensation laws, unemployment insurance laws or similar
legislation, or good faith deposits in connection with bids, tenders, contracts
(other than for the payment of Debt) or leases to which the Company or any
Restricted Subsidiary is party, or deposits to secure public or statutory
obligations of the Company, or deposits for the payment of rent, in each case
Incurred in the ordinary course of business;

(i) utility easements, building restrictions and such other
encumbrances or charges against real Property as are of a nature generally
existing with respect to properties of a similar character;

(j) Liens existing on the Issue Date not otherwise described in
clauses (a) through (i) above;

18


(k) Liens not otherwise described in clauses (a) through (k) above
on the Property of any Restricted Subsidiary that is not a Subsidiary Guarantor
to secure any Debt permitted to be Incurred by such Restricted Subsidiary
pursuant to Section 4.09;

(l) Liens on the Property of the Company or any Restricted
Subsidiary to secure any Refinancing, in whole or in part, of any Debt secured
by Liens referred to in clause (b), (f), (g), or (j) above; provided, however,
that any such Lien shall be limited to all or part of the same Property that
secured the original Lien (together with improvements and accessions to such
Property), and the aggregate principal amount of Debt that is secured by such
Lien shall not be increased to an amount greater than the sum of:

(1) the outstanding principal amount, or, if greater, the
committed amount, of the Debt secured by Liens described under clause (b),
(f), (g) or (j) above, as the case may be, at the time the original Lien
became a Permitted Lien under this Indenture, and

(2) an amount necessary to pay any fees and expenses,
including premiums and defeasance costs, incurred by the Company or such
Restricted Subsidiary in connection with such Refinancing; and

(m) Liens on accounts receivable and related assets (including
contract rights) of the type specified in the definition of "Qualified
Securitization Transaction" transferred to a Securitization Entity in a
Qualified Securitization Transaction;

(n) encumbrances arising by reason of zoning restrictions,
easements, licenses, reservations, covenants, rights-of-way, utility easements,
building restrictions and other similar encumbrances on the use of real property
not materially detracting from the value of such real property or not materially
interfering with the ordinary conduct of the business conducted and proposed to
be conducted at such real property;

(o) encumbrances arising under leases or subleases of real property
that do not, in the aggregate, materially detract from the value of such real
property or interfere with the ordinary conduct of the business conducted and
proposed to be conducted at such real property;

(p) financing statements with respect to a lessor's rights in and to
personal property leased to such Person in the ordinary course of such Person's
business other than through a Capital Lease;

(q) Liens in favor of customs and revenue authorities arising as a
matter of law to secure payment of customs duties in connection with the
importation of goods in the ordinary course of business;

(r) licenses of patents, trademarks and other intellectual property
rights granted in the ordinary course of business and not interfering in any
respect with the ordinary conduct of such Person's business;

(s) Liens arising out of conditional sale, retention, consignment or
similar arrangement, incurred in the ordinary course of business, for the sale
of goods; and

(t) Liens not otherwise permitted by clauses (a) through (s) above
encumbering Property having an aggregate Fair Market Value not in excess of 5%
of Consolidated Net Tangible Assets, as determined based on the consolidated
balance sheet of the Company as of the end of the most recent fiscal quarter for
which financial statements have been filed or furnished.

19


"PERMITTED REFINANCING DEBT" means any Debt that Refinances any
other Debt, including any successive Refinancings, so long as:

(a) such Debt is in an aggregate principal amount (or if
Incurred with original issue discount, an aggregate issue price) not in
excess of the sum of:

(1) the aggregate principal amount (or if Incurred with
original issue discount, the aggregate accreted value) then
outstanding of the Debt being Refinanced, and

(2) an amount necessary to pay any fees and expenses,
including premiums and defeasance costs, related to such
Refinancing,

(b) the Average Life of such Debt is equal to or greater than
the Average Life of the Debt being Refinanced,

(c) the Stated Maturity of such Debt is no earlier than the
Stated Maturity of the Debt being Refinanced, and

(d) the new Debt shall not be senior in right of payment to
the Debt that is being Refinanced;

provided, however, that Permitted Refinancing Debt shall not
include:

(x) Debt of a Subsidiary that is not a Subsidiary Guarantor
that Refinances Debt of the Company or a Subsidiary Guarantor, or

(y) Debt of the Company or a Restricted Subsidiary that
Refinances Debt of an Unrestricted Subsidiary.

"PERSON" means any individual, corporation, company (including any
limited liability company), association, partnership, joint venture, trust,
unincorporated organization, government or any agency or political subdivision
thereof or any other entity.

"PREDECESSOR NOTE" of any particular Note means every previous Note
evidencing all or a portion of the same Debt as that evidenced by such
particular Note; and any Note authenticated and delivered under Section 2.07 in
lieu of a lost, destroyed or stolen Note shall be deemed to evidence the same
Debt as the lost, destroyed or stolen Note.

"PREFERRED STOCK" means any Capital Stock of a Person, however
designated, which entitles the holder thereof to a preference with respect to
the payment of dividends, or as to the distribution of assets upon any voluntary
or involuntary liquidation or dissolution of such Person, over shares of any
other class of Capital Stock issued by such Person.

"PREFERRED STOCK DIVIDENDS" means all dividends with respect to
Preferred Stock of Restricted Subsidiaries held by Persons other than the
Company or a Wholly Owned Restricted Subsidiary. The amount of any such dividend
shall be equal to the quotient of such dividend divided by the difference
between one and the maximum statutory federal income rate (expressed as a
decimal number between 1 and 0) then applicable to the issuer of such Preferred
Stock.

"PRINCIPAL PROPERTY" means any manufacturing plant or facility owned
by the Company and/or one or more Restricted Subsidiaries having a gross book
value in excess of 1.5% of the Consolidated Net Tangible Assets of the Company
and its Restricted Subsidiaries.

20


"PRIVATE PLACEMENT LEGEND" means the legend set forth in Section
2.06(g)(i) to be placed on all Notes issued under this Indenture except as
otherwise permitted by the provisions of this Indenture.

"PRO FORMA" means, with respect to any calculation made or required
to be made pursuant to the terms hereof, a calculation performed in accordance
with Article 11 of Regulation S-X promulgated under the Securities Act, as
interpreted in good faith by the Board of Directors after consultation with the
independent certified public accountants of the Company, or otherwise a
calculation made in good faith by the Board of Directors after consultation with
the independent certified public accountants of the Company, as the case may be.

"PROPERTY" means, with respect to any Person, any interest of such
Person in any kind of property or asset, whether real, personal or mixed, or
tangible or intangible, including Capital Stock in, and other securities of, any
other Person. For purposes of any calculation required pursuant to this
Indenture, the value of any Property shall be its Fair Market Value.

"PUBLIC EQUITY OFFERING" means an underwritten public offering of
common stock of the Company pursuant to an effective registration statement
under the Securities Act.

"PURCHASE MONEY DEBT" means Debt:

(a) consisting of the deferred purchase price of Property,
conditional sale obligations, obligations under any title retention
agreement, other purchase money obligations and obligations in respect of
industrial revenue bonds, in each case where the maturity of such Debt
does not exceed the anticipated useful life of the Property being
financed, and

(b) Incurred to finance the acquisition, construction or lease
by the Company or a Restricted Subsidiary of such Property, including
additions and improvements thereto;

provided, however, that such Debt is Incurred within 180 days after the
acquisition, construction or lease of such Property by the Company or such
Restricted Subsidiary.

"PURCHASE MONEY NOTE" means a promissory note evidencing a line of
credit, or evidencing other Debt owed to the Company or any Restricted
Subsidiary in connection with a Qualified Securitization Transaction, which note
shall be repaid from cash available to the maker of such note, other than
amounts required to be established as reserves, amounts paid to investors in
respect of interest, principal and other amounts owing to such investors and
amounts paid in connection with the purchase of newly generated accounts
receivable.

"QIB" means a "qualified institutional buyer" as defined in Rule
144A.

"QUALIFIED SECURITIZATION TRANSACTION" means any transaction or
series of transactions that may be entered into by the Company or any Restricted
Subsidiary pursuant to which the Company or any Restricted Subsidiary may sell,
convey or otherwise transfer pursuant to customary terms to (a) a Securitization
Entity (in the case of a transfer by the Company or any Restricted Subsidiary)
and (b) any other Person (in the case of transfer by a Securitization Entity),
or may grant a security interest in any accounts receivable (whether now
existing or arising or acquired in the future) of the Company or any Restricted
Subsidiary, and any assets related thereto including all collateral securing
such accounts receivable, all contracts and contract rights and all guarantees
or other obligations in respect of such accounts receivable, proceeds of such
accounts receivable and other assets (including contract rights) which are
customarily transferred or in respect of which security interests are
customarily granted in connection with asset securitization transactions
involving accounts receivable.

"RATING AGENCIES" means Moody's and S&P.

21


"REFERENCE TREASURY DEALER" means Citigroup Global Markets Inc. and
its successors; provided, however, that if the foregoing shall cease to be a
primary U.S. Government securities dealer in New York City (a "Primary Treasury
Dealer"), the Company shall substitute therefor another Primary Treasury Dealer.

"REFERENCE TREASURY DEALER QUOTATIONS" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Trustee, of the bid and ask prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such redemption date.

"REFINANCE" means, in respect of any Debt, to refinance, extend,
renew, refund or Repay, or to issue other Debt, in exchange or replacement for,
such Debt. "Refinanced" and "Refinancing" shall have correlative meanings.

"REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement dated as of the Issue Date, between the Company and the Subsidiary
Guarantors, or any similar agreement with respect any Additional Notes.

"REGULAR RECORD DATE" for the interest payable on any Interest
Payment Date means the applicable date specified as a "Record Date" on the face
of the Note.

"REGULATION S" means Regulation S promulgated under the Securities
Act as Regulation S.

"REGULATION S GLOBAL NOTE" means one or more Regulation S Global
Notes in the form of Exhibit A hereto bearing the Global Note Legend and the
Private Placement Legend and deposited with and registered in the name of the
Depositary or its nominee that will be issued in an aggregate denominational
amount equal to the outstanding principal amount of the Notes sold in reliance
on Regulation S.

"RELATED BUSINESS" means any business that is related, ancillary or
complementary to the businesses of the Company and the Restricted Subsidiaries
on the Issue Date.

"REORGANIZATION TRANSACTIONS" means the transactions pursuant to
which the Company acquired the majority of Alcan's aluminum rolled products
business prior to the Issue Date, and the related financing transactions each as
described in the offering memorandum related to the offering of the Initial
Notes.

"REPAY" means, in respect of any Debt, to repay, prepay, repurchase,
redeem, legally defease or otherwise retire such Debt. "Repayment" and "Repaid"
shall have correlative meanings. For purposes of Section 4.12 and the definition
of "Consolidated Interest Coverage Ratio," Debt shall be considered to have been
Repaid only to the extent the related loan commitment, if any, shall have been
permanently reduced in connection therewith.

"RESTRICTED PAYMENT" means:

(a) any dividend or distribution (whether made in cash,
securities or other Property) declared or paid on or with respect to any
shares of Capital Stock of the Company or any Restricted Subsidiary
(including any payment in connection with any merger or consolidation with
or into the Company or any Restricted Subsidiary), except for (i) any
dividend or distribution that is made solely to the Company or a
Restricted Subsidiary (and, if such Restricted Subsidiary is not a Wholly
Owned Restricted Subsidiary, to the other shareholders of such Restricted
Subsidiary on a pro rata basis or on a basis that results in the receipt
by the Company or a Restricted Subsidiary of dividends or distributions of
greater value than it would receive on a pro

22


rata basis), (ii) any dividend or distribution payable solely in shares of
Capital Stock (other than Disqualified Stock) of the Company or (iii)
payments of up to $13.0 million required to be paid as a priority payment
to Taihan Electric Wire Co., Ltd. under the constituent documents of NKL;

(b) the purchase, repurchase, redemption, acquisition or
retirement for value of any Capital Stock of the Company or any Restricted
Subsidiary (other than from the Company or a Restricted Subsidiary) or any
securities exchangeable for or convertible into any such Capital Stock,
including the exercise of any option to exchange any Capital Stock (other
than for or into Capital Stock of the Company that is not Disqualified
Stock);

(c) the purchase, repurchase, redemption, acquisition or
retirement for value, prior to the date for any scheduled maturity,
sinking fund or amortization or other installment payment, of any
Subordinated Obligation (other than the purchase, repurchase or other
acquisition of any Subordinated Obligation purchased in anticipation of
satisfying a scheduled maturity, sinking fund or amortization or other
installment obligation, in each case due within one year of the date of
acquisition); or

(d) any Investment (other than Permitted Investments) in any
Person.

"RESPONSIBLE OFFICER," when used with respect to the Trustee, means
any officer within the Corporate Trust Department of the Trustee (or any
successor group of the Trustee) with direct responsibility for the
administration of this Indenture and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his or her knowledge of and familiarity with the particular subject.

"RESTRICTED DEFINITIVE NOTE" means one or more Definitive Notes
bearing the Private Placement Legend.

"RESTRICTED GLOBAL NOTES" means 144A Global Notes, IAI Global Notes
and Regulation S Global Notes.

"RESTRICTED SUBSIDIARY" means any Subsidiary of the Company other
than an Unrestricted Subsidiary.

"RULE 144" means Rule 144 promulgated under the Securities Act.

"RULE 144A" means Rule 144A promulgated under the Securities Act.

"RULE 903" means Rule 903 promulgated under the Securities Act.

"RULE 904" means Rule 904 promulgated under the Securities Act.

"S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, or any successor to the rating agency business thereof.

"SALE AND LEASEBACK TRANSACTION" means any direct or indirect
arrangement relating to Property now owned or hereafter acquired whereby the
Company or a Restricted Subsidiary transfers such Property to another Person and
the Company or a Restricted Subsidiary leases it from such Person.

"SECURITIES ACT" means the Securities Act of 1933, as amended.

"SECURITIZATION ENTITY" means any wholly owned Subsidiary of the
Company or any Restricted Subsidiary (or another Person in which the Company or
any Restricted Subsidiary make an Investment and to which the Company or any
Restricted Subsidiary transfers accounts receivable and related assets) (a)
which engages in no activities other than in connection with the financing of
accounts

23


receivable or related assets, (b) which is designated by the Board of Directors
(as provided below) as a Securitization Entity, (c) no portion of the Debt or
any other Obligations (contingent or otherwise) of which (i) is guaranteed by
the Company or any Restricted Subsidiary (excluding guarantees of Obligations
(other than the principal of, and interest on, Debt) pursuant to Standard
Securitization Undertakings and guarantees by the Securitization Entity, (ii) is
recourse to or obligates the Company or any Restricted Subsidiary (other than
the Securitization Entity) in any way other than pursuant to Standard
Securitization Undertakings or (iii) subjects any property or asset of the
Company or any Restricted Subsidiary (other than the Securitization Entity),
directly or indirectly, contingently or otherwise, to the satisfaction thereof,
other than pursuant to Standard Securitization Undertakings and other than any
interest in the accounts receivable and related assets being financed (whether
in the form of any equity interest in such assets or subordinated indebtedness
payable primarily from such financed assets) retained or acquired by the Company
or any Restricted Subsidiary, (d) with which none of the Company nor any
Restricted Subsidiary has any material contract, agreement, arrangement or
understanding other than those customary for a Qualified Securitization
Transaction and, in any event, on terms no less favorable to the Company or such
Restricted Subsidiary than those that might be obtained at the time from Persons
that are not Affiliates of the Company or such Restricted Subsidiary, and (e) to
which none of the Company nor any Restricted Subsidiary has any obligation to
maintain or preserve such entity's financial condition or cause such entity to
achieve certain levels of operating results. Any such designation by the Board
of Directors shall be evidenced to the Trustee by filing with the Trustee a
certified copy of the resolution of the Board of Directors giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the foregoing conditions.

"SENIOR CREDIT FACILITY" means the credit agreement, dated as of
January 7, 2005, by and among the Company, Citicorp North America, Inc., as
Administrative Agent, and the several banks and other financial institutions or
entities from time to time parties thereto, including any notes, collateral
documents, letters of credit and documentation and guarantees and any
appendices, exhibits or schedules to any of the preceding, as any or all such
agreements may be in effect from time to time, in each case, as any or all of
such agreements (or any other agreement that Refinances any or all of such
agreements) may be amended, restated, modified or supplemented from time to
time, or renewed, refunded, refinanced, restructured, replaced, repaid or
extended from time to time, whether with the original agents and lenders or
other agents and lenders or otherwise, and whether provided under the original
credit agreement or one or more other credit agreements, indentures or
otherwise.

"SENIOR DEBT" of the Company means:

(a) all obligations consisting of the principal, premium, if any,
and accrued and unpaid interest (including interest accruing on or after
the filing of any petition in bankruptcy or for reorganization relating to
the Company to the extent post-filing interest is allowed in such
proceeding) in respect of:

(1) Debt of the Company for borrowed money, and

(2) Debt of the Company evidenced by notes, debentures,
bonds or other similar instruments permitted under this
Indenture for the payment of which the Company is responsible
or liable;

(b) all Capital Lease Obligations of the Company and all
Attributable Debt in respect of Sale and Leaseback Transactions entered
into by the Company;

(c) all obligations of the Company

(1) for the reimbursement of any obligor on any letter
of credit, banker's acceptance or similar credit transaction,

(2) under Hedging Obligations, or

24

(3) issued or assumed as the deferred purchase price of
Property and all conditional sale obligations of the Company
and all obligations under any title retention agreement
permitted under this Indenture; and

(d) all obligations of other Persons of the type referred to in
clauses (a), (b) and (c) for the payment of which the Company is
responsible or liable as guarantor;

provided, however, that Senior Debt shall not include:

(A) Debt of the Company that is by its terms subordinate in
right of payment to the Notes including any Subordinated Debt;

(B) any Debt Incurred in violation of the provisions of this
Indenture;

(C) accounts payable or any other obligations of the Company
to trade creditors created or assumed by the Company in the ordinary
course of business in connection with the obtaining of materials or
services (including Guarantees thereof or instruments evidencing
such liabilities);

(D) any liability for Federal, state, local or other taxes
owed or owing by the Company;

(E) any obligation of the Company to any Subsidiary; or

(F) any obligations with respect to any Capital Stock of the
Company.

To the extent that any payment of Senior Debt (whether by or on behalf of the
Company as proceeds of security or enforcement or any right of setoff or
otherwise) is declared to be fraudulent or preferential, set aside or required
to be paid to a trustee, receiver or other similar party under any bankruptcy,
insolvency, receivership or similar law, then if such payment is recovered by,
or paid over to, such trustee, receiver or other similar party, the Senior Debt
or part thereof originally intended to be satisfied shall be deemed to be
reinstated and outstanding as if such payment had not occurred.

"SENIOR DEBT" of any Subsidiary Guarantor has a correlative meaning
to Senior Debt of the Company.

"SEPARATION AGREEMENT" means the Separation Agreement between the
Company and Alcan, dated as of December 31, 2004, as in effect on such date.

"SHELF REGISTRATION STATEMENT" means the registration statement
relating to the registration of the Notes under Rule 415 of the Securities Act,
as provided for in the Registration Rights Agreement.

"SIGNIFICANT SUBSIDIARY" means any Restricted Subsidiary that would
be a "significant subsidiary" of the Company within the meaning of Rule 1-02
under Regulation S-X pursuant to the Exchange Act.

"SPECIAL INTEREST" has the meaning set forth in the Registration
Rights Agreement relating to amounts to be paid in the event the Company fails
to satisfy certain conditions set forth therein. For all purposes of this
Indenture, the term "interest" shall include Special Interest, if any, with
respect to the Notes.

"SPECIFIED POST CLOSING TRANSACTIONS" means the payment by the
Company or any Restricted Subsidiary to (i) Alcan of cash consideration for the
transfer of certain equity interests in Germany to the Company or a Subsidiary
of the Company; (ii) Alcan for reimbursement of the payment of

25


Canadian transfer taxes in connection with the transfer of certain real property
in Canada to the Company; (iii) United Kingdom and Malaysian governmental
authorities for stamp duties payable in connection with the transfer of certain
equity interests and real property in the United Kingdom and Malaysia to the
Company or a Subsidiary of the Company; (iv) South Korean governmental
authorities for Taxes payable in connection with the transfer of certain equity
interests in South Korea to the Company or a Subsidiary of the Company; and (v)
Alcan Holdings Switzerland AG of a cash price adjustment relating to the sale of
certain Swiss assets to the Company or a Subsidiary of the Company.

"STANDARD SECURITIZATION UNDERTAKINGS" means representations,
warranties, covenants and indemnities entered into by the Company or any
Restricted Subsidiary that are reasonably customary in an accounts receivable
securitization transaction so long as none of the same constitute Debt, a
Guarantee or otherwise require the provision of credit support.

"STATED MATURITY" means, with respect to any security, the date
specified in such security as the fixed date on which the payment of principal
of such security is due and payable, including pursuant to any mandatory
redemption provision (but excluding any provision providing for the repurchase
of such security at the option of the holder thereof upon the happening of any
contingency beyond the control of the issuer unless such contingency has
occurred).

"SUBORDINATED DEBT" means any Debt of the Company or any Subsidiary
Guarantor (whether outstanding on the Issue Date or thereafter Incurred) that is
subordinate or junior in right of payment to the Notes or the applicable
Subsidiary Guaranty pursuant to a written agreement to that effect.

"SUBSIDIARY," means, in respect of any Person, any corporation,
company (including any limited liability company), association, partnership,
joint venture or other business entity of which an aggregate of 50% or more of
the total voting power of the Voting Stock is at the time owned or controlled,
directly or indirectly, by:

(a) such Person,

(b) such Person and one or more Subsidiaries of such Person, or

(c) one or more Subsidiaries of such Person.

"SUBSIDIARY GUARANTOR" means: (a) each Canadian Restricted
Subsidiary and U.S. Restricted Subsidiary; (b) Novelis do Brasil Ltda, Novelis
UK Ltd., Novelis Europe Holdings Ltd., Novelis Aluminum Holdings Company,
Novelis Deutschland GmbH, Novelis Valais S.A., Novelis Technology AG and Novelis
AG; and (c) any other Person that becomes a Subsidiary Guarantor pursuant to
Section 4.18 or who otherwise executes and delivers a supplemental indenture to
the Trustee providing for a Subsidiary Guaranty.

"SUBSIDIARY GUARANTY" means the guarantee of the Notes by each of
the Subsidiary Guarantors pursuant to Article 10 and in the form of the Notation
of Guarantee attached as Exhibit E.

"SURVIVING PERSON" means the surviving Person formed by a merger,
consolidation or amalgamation and, for purposes of Section 5.01, a Person to
whom all or substantially all of the Property of the Company or a Subsidiary
Guarantor is sold, transferred, assigned, leased, conveyed or otherwise
disposed.

"TAXES" means any present or future tax, duty, levy, interest,
assessment or other governmental charge imposed or levied by or on behalf of any
government or any political subdivision or territory or possession of any
government or any authority or agency therein or thereof having power to tax.

"TAXING JURISDICTION" means (i) with respect to any payment made
under the Notes, any jurisdiction (or any political subdivision thereof or
therein) in which the Company, or any of its successors,

26

are organized or resident for tax purposes or conduct of business, or from or
through which payment is made and (ii) with respect to any payment made by a
Subsidiary Guarantor, any jurisdiction (or any political subdivision thereof or
therein) in which such Subsidiary Guarantor is organized or resident for tax
purposes or conduct of business, or from or through which payment is made.

"TIA" means the Trust Indenture Act of 1939, as amended, and the
rules and regulations thereunder.

"TREASURY RATE" means, with respect to any redemption date, the rate
per annum equal to the yield to maturity of the Comparable Treasury Issue,
compounded semi-annually, assuming a price for such Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.

"TRUSTEE" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean such successor Trustee.

"UNRESTRICTED DEFINITIVE NOTES" means one or more Definitive Notes
that do not and are not required to bear the Private Placement Legend.

"UNRESTRICTED GLOBAL NOTES" means one or more Global Notes that do
not and are not required to bear the Private Placement Legend and are deposited
with and registered in the name of the Depositary or its nominee.

"UNRESTRICTED SUBSIDIARY" means:

(a) any Subsidiary of the Company that is designated after the Issue
Date as an Unrestricted Subsidiary as permitted or required pursuant to
Section 4.16 and is not thereafter redesignated as a Restricted Subsidiary
as permitted pursuant thereto; and

(b) any Subsidiary of an Unrestricted Subsidiary.

"U.S. GOVERNMENT OBLIGATIONS" means direct obligations (or
certificates representing an ownership interest in such obligations) of the
United States (including any agency or instrumentality thereof) for the payment
of which the full faith and credit of the United States is pledged and which are
not callable or redeemable at the issuer's option.

"U.S. RESTRICTED SUBSIDIARY" means any Restricted Subsidiary that is
organized under the laws of the United States of America or any State thereof or
the District of Columbia.

"VOTING STOCK" of any Person means all classes of Capital Stock or
other interests (including partnership interests) of such Person then
outstanding and normally entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof.

"WHOLLY OWNED RESTRICTED SUBSIDIARY" means, at any time, a
Restricted Subsidiary all the Voting Stock of which (other than directors'
qualifying shares) is at such time owned, directly or indirectly, by the Company
and its other Wholly Owned Subsidiaries.

Section 1.02. OTHER DEFINITIONS.