8-K: Current report filing

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) October 16, 2006

NOVELIS INC.
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(Exact name of registrant as specified in its charter)

Canada 001-32312 98-0442987
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

3399 Peachtree Road NE, Suite 1500, Atlanta, GA 30326
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(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (404) 814-4200

Not Applicable
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(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On October 16, 2006, Novelis Inc. (the "Company") amended the Credit Agreement,
dated January 7, 2005, among the Company, Novelis Corporation, Novelis
Deutschland GmbH, Novelis UK Limited, Novelis AG, the issuers and lenders party
thereto, and Citicorp North America, Inc. (the "Credit Agreement"). Pursuant to
the amended agreement, the Company amended its maximum total leverage, minimum
interest coverage, and minimum fixed charge coverage ratios for each quarter
through the remaining term of the Credit Agreement.

The Company also amended and modified other provisions of the Credit Agreement
to permit more efficient ordinary-course operations, including increasing the
amounts of certain permitted investments and asset-backed securitizations,
permitting nominal quarterly dividends, and the transfer of an intercompany loan
to another subsidiary. In return for these amendments and modifications, the
Company paid aggregate fees of approximately $3 million to lenders who consented
to the amendments and modifications, and agreed to continue paying the higher
applicable margins on the Credit Agreement, and the higher unused commitment
fees on the revolving credit facilities that were instated with the waiver and
consent agreement dated May 11, 2006. Specifically, the Company agreed to a
1.25% applicable margin for Term Loans maintained as Base Rate Loans, a 2.25%
applicable margin for Term Loans maintained as Eurocurrency Rate Loans, a 1.50%
applicable margin for Revolver Loans maintained as Base Rate Loans, a 2.50%
applicable margin for Revolver Loans maintained as Eurocurrency Rate Loans and a
62.5 basis point commitment fee on the unused portion of the revolving credit
facility, until such time as the compliance certificate for the fiscal quarter
ended March 31, 2008 has been delivered.

This summary of the amendment to the Credit Agreement is qualified in its
entirety by the text of the amendment to the Credit Agreement, a copy of which
is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) EXHIBITS

10.1 Amendment No. 2 to Credit Agreement, dated October 16, 2006.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

NOVELIS INC.

Date: October 17, 2006 By: /s/ Nichole Robinson
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Nichole Robinson
Secretary


INDEX TO EXHIBITS

Exhibit Number Description
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10.1 Amendment No. 2 to Credit Agreement, dated October 16, 2006.