REGISTRATION RIGHTS AGREEMENT Dated as of October 23, 2012 Among ALERIS INTERNATIONAL, INC. and THE GUARANTORS NAMED HEREIN as Issuers, and J.P. MORGAN SECURITIES LLC, BARCLAYS CAPITAL INC., DEUTSCHE BANK SECURITIES INC., CREDIT SUISSE SECURITIES...Registration Rights Agreement • October 25th, 2012 • Aleris International, Inc. • Secondary smelting & refining of nonferrous metals • New York
This Agreement is entered into in connection with the Purchase Agreement, dated as of October 18, 2012 (the “Purchase Agreement”), by and among the Company, the Guarantors and J.P. Morgan Securities LLC, for itself and on behalf of the Initial Purchasers, which provides for, among other things, the sale by the Company to the Initial Purchasers of $500,000,000 aggregate principal amount of 7.875% Senior Notes due 2020 (the “Notes”). The Notes are issued under an indenture, dated as of the date hereof (as amended or supplemented from time to time, the “Indenture”), among the Company, the Guarantors and U.S. Bank National Association, as Trustee. Pursuant to the Purchase Agreement and the Indenture, each Guarantor is required to guarantee on an unsecured senior basis (collectively, the “Guarantees”) the Company’s obligations under the Notes. References to the “Securities” shall mean, collectively, the Notes and, when issued, the Guarantees. In order to induce the Initial Purchasers to ent
7 7/8% Senior Notes due 2020Supplemental Indenture • October 25th, 2012 • Aleris International, Inc. • Secondary smelting & refining of nonferrous metals • New York
AMENDED AND RESTATED CREDIT AGREEMENT among ALERIS INTERNATIONAL, INC., ALERIS ROLLED PRODUCTS, INC., ALERIS ROLLED PRODUCTS, LLC, ALERIS ROLLED PRODUCTS SALES CORPORATION, IMCO RECYCLING OF OHIO, LLC, ALERIS RECYCLING, INC., ALERIS SPECIFICATION...Credit Agreement • July 1st, 2011 • Aleris International, Inc. • Secondary smelting & refining of nonferrous metals
This letter confirms two mutually-agreed changes to your June 1, 2010 employment and RSU agreements, as follows:Aleris International, Inc. • May 13th, 2011 • Secondary smelting & refining of nonferrous metals
Although Section 2(b) of your employment contract allows the Company to pay a portion of your 2011 annual bonus in Aleris Holding stock, we have agreed that your entire 2011 annual bonus will be paid in cash and that no portion will be paid in stock. Until further action by the Compensation Committee, you will have the opportunity to purchase shares of Aleris Holding stock with up to 50% of the after-tax proceeds of your annual bonus at fair market value (as determined by the Aleris Holding’s Board of Directors), with any such purchase to be effected when the bonus is paid.
ALERIS CORPORATIONAleris International, Inc. • February 29th, 2012 • Secondary smelting & refining of nonferrous metals
On ______, 20__, you were granted an Option to purchase shares of common stock of Aleris Corporation, fka Aleris Holding Company (the “Company”) and issued an Award Agreement, which you subsequently signed and accepted. The Option was granted under the Company’s 2010 Equity Incentive Plan (the “Plan”), a copy of which was attached to the Award Agreement. We are amending your Award Agreement by issuing this Amendment ___ in order to reflect adjustments made by a special committee of the Board of Directors of the Company, pursuant to the terms of the Plan, in light of the $________ cash dividend that the Company issued on ____________, 20__ to stockholders of record of the Company’s common stock as of ___________, 20__. Your Option remains subject in all respects to the terms and conditions of the Plan and the Award Agreement, as amended by this Amendment ___.
AMENDMENT NO. 2 TO THE FACILITY AGREEMENT (English Translation)Facility Agreement • February 29th, 2012 • Aleris International, Inc. • Secondary smelting & refining of nonferrous metals
AMENDMENT AGREEMENT (English Translation)Amendment Agreement • February 29th, 2012 • Aleris International, Inc. • Secondary smelting & refining of nonferrous metals
This letter confirms two mutually-agreed changes to your June 1, 2010 employment and RSU agreements, as follows:Aleris International, Inc. • May 13th, 2011 • Secondary smelting & refining of nonferrous metals
