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Aleris Corp Sample Contracts

ALERIS INTERNATIONAL, INC., as Issuer and the Guarantors named herein 10.750% Senior Secured Junior Priority Notes due 2023 INDENTURE Dated as of June 25, 2018 U.S. BANK NATIONAL ASSOCIATION, as Trustee and Collateral Agent
Indenture • June 29th, 2018 • Aleris Corp • Secondary smelting & refining of nonferrous metals • New York

INDENTURE dated as of June 25, 2018 (this “Indenture”), among ALERIS INTERNATIONAL, INC., a Delaware corporation (the “Company”), ALERIS CORPORATION, a Delaware corporation (“Parent”), and certain of the Company’s direct and indirect domestic Subsidiaries (as defined below), each named in Schedule I hereto (each, a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”), and U.S. BANK NATIONAL ASSOCIATION, as trustee and as collateral agent.

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Standard Contracts

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FIRST LIEN CREDIT AGREEMENT Dated as of June 25, 2018 among ALERIS INTERNATIONAL, INC., as the Borrower, ALERIS CORPORATION, as Holdings, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent, and The Lenders Party Hereto...
First Lien Credit Agreement • June 29th, 2018 • Aleris Corp • Secondary smelting & refining of nonferrous metals • New York

This FIRST LIEN CREDIT AGREEMENT (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of June 25, 2018, among ALERIS INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), ALERIS CORPORATION, a Delaware corporation (“Holdings”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and as Collateral Agent.

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ALERIS CORPORATION FORM OF EXECUTIVE STOCK OPTION AGREEMENT
Stock Option Agreement • January 22nd, 2014 • Aleris Corp • Secondary smelting & refining of nonferrous metals • Delaware

THIS STOCK OPTION AGREEMENT (the “Agreement”) is made effective as of the date set forth on Exhibit A hereto (the “Grant Date”) between ALERIS CORPORATION, a Delaware corporation f/k/a Aleris Holding Company (together with its successors and assigns) (the “Company”), and the person named on Exhibit A hereto (the “Optionee”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Plan (as defined below).

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ALERIS CORPORATION FORM OF EXECUTIVE RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • January 22nd, 2014 • Aleris Corp • Secondary smelting & refining of nonferrous metals • Delaware

THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”) is made, effective as of the date set forth on Exhibit A hereto (the “Grant Date”), between ALERIS CORPORATION, a Delaware corporation f/k/a Aleris Holding Company (together with its successors and assigns) (the “Company”), and the person named on Exhibit A hereto (the “Participant”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Plan (as defined below).

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ALERIS CORPORATION AMENDMENT 2 TO RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • March 30th, 2012 • Aleris Corp • Secondary smelting & refining of nonferrous metals

On June 1, 2010 you were granted restricted stock units of Aleris Corporation (the “Company”) pursuant to an Award Agreement issued under the Company’s 2010 Equity Incentive Plan (the “Plan”) amended by letter dated April 5, 2011 to the Award Agreement.

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ALERIS CORPORATION
Restricted Stock Unit Award Agreement • January 22nd, 2014 • Aleris Corp • Secondary smelting & refining of nonferrous metals
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AGREEMENT AND PLAN OF MERGER BY AND AMONG ALERIS CORPORATION ZHONGWANG ALUMINUM CORPORATION, ZHONGWANG USA LLC AND OCM OPPORTUNITIES ALS HOLDINGS, L.P. (solely in its capacity as the Stockholders Representative under this Agreement) Dated as of August...
Merger Agreement • August 30th, 2016 • Aleris Corp • Secondary smelting & refining of nonferrous metals • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 29, 2016, is by and among (i) ZHONGWANG USA LLC, a Delaware limited liability company (“Parent”), (ii) ZHONGWANG ALUMINUM CORPORATION, a Delaware corporation and a direct, wholly owned Subsidiary of Parent (“Merger Sub”), (iii) ALERIS CORPORATION, a Delaware corporation (the “Company”), and (iv) OCM OPPORTUNITIES ALS HOLDINGS, L.P., a Delaware limited partnership, solely as representative for the Stockholders, the Optionholders and RSU Holders (the “Stockholders Representative”).

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BACKSTOP AGREEMENT
Backstop Agreement • October 23rd, 2014 • Aleris Corp • Secondary smelting & refining of nonferrous metals • New York

This BACKSTOP AGREEMENT (this “Agreement”) is dated as of October 17, 2014, and is made and entered into by and between Aleris Corporation, a Delaware corporation (“Parent”), and Signature Group Holdings, Inc., a Delaware corporation (“Holdings”). Each of Parent and Holdings is sometimes referred to herein as a “Party” and collectively as the “Parties”.

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SECURITY AGREEMENT By Aleris International, Inc., as Borrower and THE GUARANTORS PARTY HERETO and DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral Agent Dated as of June 25, 2018
Security Agreement • June 29th, 2018 • Aleris Corp • Secondary smelting & refining of nonferrous metals • New York

This SECURITY AGREEMENT dated as of June 25, 2018 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by Aleris International, Inc., a Delaware corporation (the “Borrower”), and the Guarantors from to time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors (the Borrower, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of Deutsche Bank AG New York Branch in its capacity as Collateral Agent pursuant to the Credit Agreement (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).

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CONSENT, RELEASE AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 5th, 2015 • Aleris Corp • Secondary smelting & refining of nonferrous metals

THIS CONSENT, RELEASE AND FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT AND OTHER CREDIT DOCUMENTS is dated as of February 20, 2015 (this "Agreement"), among ALERIS INTERNATIONAL, INC., a Delaware corporation ("Aleris"), the other borrowers party hereto (together with Aleris, the "Borrowers"), the Lenders party hereto (the "Lenders") and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders (in such capacity, the "Administrative Agent").

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ALERIS CORPORATION
Stock Option Award Agreement • March 30th, 2012 • Aleris Corp • Secondary smelting & refining of nonferrous metals
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ALERIS CORPORATION
Restricted Stock Unit Award Agreement • March 30th, 2012 • Aleris Corp • Secondary smelting & refining of nonferrous metals
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Amendment One to Employment Agreement
Employment Agreement • March 30th, 2012 • Aleris Corp • Secondary smelting & refining of nonferrous metals

Mr. Roeland Baan (also known legally as Roelof IJ. Baan, the “Executive”) and Aleris International, Inc. (the “Company”) and for certain purposes Aleris Corporation (the “Parent”) formerly Aleris Holding Company entered into an agreement dated as of June 2010.

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AMENDED AND RESTATED SECURITY AGREEMENT by ALERIS INTERNATIONAL, INC., ALERIS ROLLED PRODUCTS, INC., ALERIS ROLLED PRODUCTS, LLC, ALERIS ROLLED PRODUCTS SALES CORPORATION, IMCO RECYCLING OF OHIO, LLC, ALERIS OHIO MANAGEMENT, INC. and NICHOLS ALUMINUM,...
Security Agreement • June 29th, 2018 • Aleris Corp • Secondary smelting & refining of nonferrous metals • New York

This Amended and Restated Security Agreement dated as of June 25, 2018 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by ALERIS INTERNATIONAL, INC., a Delaware corporation (the “Company”), ALERIS ROLLED PRODUCTS, INC., a Delaware corporation, ALERIS ROLLED PRODUCTS, LLC, a Delaware limited liability company, ALERIS ROLLED PRODUCTS SALES CORPORATION, a Delaware corporation, IMCO RECYCLING OF OHIO, LLC, a Delaware limited liability company, ALERIS OHIO MANAGEMENT, INC., a Delaware corporation, NICHOLS ALUMINUM, LLC, a Delaware limited liability company (collectively the “Domestic Borrowers”), any additional entities which become parties hereto, in each case as pledgors, assignors and debtors (such additional entities, together with the Domestic Borrowers, the “Pledgors,” and each, a “Pledgor”), in favor of JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent pursuant to

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FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • December 13th, 2012 • Aleris Corp • Secondary smelting & refining of nonferrous metals • New York

FIRST SUPPLEMENTAL INDENTURE, dated as of December 12, 2012 (this “Supplemental Indenture”), among Aleris Corporation, a Delaware corporation (the “Parent Guarantor”), Aleris International, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent Guarantor (the “Company”), the other Subsidiary Guarantors under the Indenture referred to below (the “Subsidiary Guarantors”) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).

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PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • October 23rd, 2014 • Aleris Corp • Secondary smelting & refining of nonferrous metals • New York

This PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of October 17, 2014, is made and entered into by and among Aleris Corporation, a Delaware corporation (“Parent”), Aleris International, Inc., a Delaware corporation (“Aleris International”), Aleris Holding Canada Limited, a corporation organized under the laws of Canada (“Aleris Canada”), Aleris Aluminum Netherlands B.V., a limited liability company organized under the laws of the Netherlands (“Aleris Netherlands”), Aleris Deutschland Holding GmbH, a limited liability company organized under the laws of Germany (“Aleris Deutschland”), Dutch Aluminum C.V., a limited partnership organized under the laws of the Netherlands (“Dutch Aluminum”), and Aleris Deutschland Vier GmbH Co KG, a limited partnership organized under the laws of Germany (“Aleris KG” and together with Aleris International, Aleris Canada, Aleris Netherlands, Aleris Deutschland and Dutch Aluminum, each a “Seller” and collectively, the “Sellers”), SGH Acquisition

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EMPLOYMENT AGREEMENT
Employment Agreement • October 13th, 2015 • Aleris Corp • Secondary smelting & refining of nonferrous metals • Delaware

consistent with the terms of the Employment Agreement. If Executive revokes this Release, Executive will be deemed not to have accepted the terms of this Release, and no action will be required of the Company under any provision of this Release.

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ALERIS CORPORATION FORM OF EXECUTIVE STOCK OPTION AGREEMENT
Executive Stock Option Agreement • November 15th, 2017 • Aleris Corp • Secondary smelting & refining of nonferrous metals • Delaware

THIS STOCK OPTION AGREEMENT (the “Agreement”) is made effective as of the date set forth on Exhibit A hereto (the “Grant Date”) between ALERIS CORPORATION, a Delaware corporation f/k/a Aleris Holding Company (together with its successors and assigns) (the “Company”), and the person named on Exhibit A hereto (the “Optionee”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Plan (as defined below).

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • October 30th, 2014 • Aleris Corp • Secondary smelting & refining of nonferrous metals

THIS AMENDMENT No. 3 (the “Amendment”) to the employment agreement, dated as of June 1, 2010, as amended (the “Agreement”), by and among Aleris Switzerland GmbH, a Swiss limited liability company (together with its successors and assigns, the “Company”), Roeland Baan (also known legally as Roelof IJ. Baan, the “Executive”), and for purposes of acknowledging Section 2 only, Aleris Corporation, a Delaware corporation (formerly known as Aleris Holding Company) (together with its successors and assigns, the “Parent”, and together with the Company, “Aleris”).

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AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • March 3rd, 2017 • Aleris Corp • Secondary smelting & refining of nonferrous metals • New York

This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) is dated as of February 8, 2017, and is entered into by and among ALERIS INTERNATIONAL, INC., a Delaware corporation (the “Company”), the other Domestic Borrowers party hereto, ALERIS ALUMINUM DUFFEL BVBA, a private limited liability company organized under the laws of Belgium (the “Belgian Borrower”), ALERIS ROLLED PRODUCTS GERMANY GMBH, a company with limited liability organized under the laws of Germany (the “German Borrower A”), ALERIS CASTHOUSE GERMANY GMBH, a company with limited liability organized under the laws of Germany (the “German Borrower B”), ALERIS SWITZERLAND GMBH, a company with limited liability organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Company, the other Domestic Borrowers, the Belgian Borrower, the German Borrower A and the German Borrower B, the “Borrowers”), the other Loan Parties party hereto, the Lenders party hereto, JPMORGAN CHASE BANK, N.A., as administrati

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FORM OF AMENDMENT TO U.S. EXECUTIVE AGREEMENT
u.s. Executive Agreement • November 15th, 2017 • Aleris Corp • Secondary smelting & refining of nonferrous metals

THIS AMENDMENT No. (the “Amendment”), effective as of (the “Amendment Effective Date”) to the (the “Agreement”), , by and among Aleris International, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), for purposes of Section 1 only, Aleris Corporation, a Delaware corporation f/k/a Aleris Holding Company, and (the “Executive”).

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AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • August 4th, 2015 • Aleris Corp • Secondary smelting & refining of nonferrous metals • New York

This AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is dated as of January 26, 2015, by and among Aleris Corporation, a Delaware corporation (“Parent”), and Real Alloy Holding, Inc. (f/k/a SGH Acquisition Holdco, Inc.), a Delaware corporation (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement (as defined below).

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ALERIS CORPORATION AMENDMENT 1 TO RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • March 30th, 2012 • Aleris Corp • Secondary smelting & refining of nonferrous metals

On February 2, 2011 you were granted restricted stock units of Aleris Corporation (the “Company”) pursuant to an Award Agreement issued under the Company’s 2010 Equity Incentive Plan (the “Plan”).

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Amendment of Form of Employment Agreement
Employment Agreement • March 30th, 2012 • Aleris Corp • Secondary smelting & refining of nonferrous metals

Mr. [ ] (the “Executive”) and Aleris International, Inc. (the “Company”) and for certain purposes Aleris Corporation (the “Parent”) formerly Aleris Holding Company entered into an agreement dated June 1, 2010.

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ALERIS CORPORATION
Restricted Stock Unit Award Agreement • March 30th, 2012 • Aleris Corp • Secondary smelting & refining of nonferrous metals
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Amendment 2 of Employment Agreement
Employment Agreement • March 30th, 2012 • Aleris Corp • Secondary smelting & refining of nonferrous metals

Mr. Steven Demetriou (the “Executive”) and Aleris International, Inc. (the “Company”) and for certain purposes Aleris Corporation (the “Parent”) formerly Aleris Holding Company entered into an agreement dated June 1, 2010 as amended by a letter dated April 5, 2011 (the “Agreement”).

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Form AMENDMENT NO. 3 TO CREDIT AGREEMENT
Credit Agreement • December 28th, 2017 • Aleris Corp • Secondary smelting & refining of nonferrous metals • New York

This amendment NO. 3 TO CREDIT AGREEMENT (this “Amendment”) is dated as of December ___, 2017, and is entered into by and among ALERIS INTERNATIONAL, INC., a Delaware corporation (the “Company”), the other Domestic Borrowers party hereto, Aleris Aluminum Duffel BVBA, a private limited liability company organized under the laws of Belgium (the “Belgian Borrower”), Aleris Rolled Products Germany GmbH, a company with limited liability organized under the laws of Germany (the “German Borrower A”), Aleris Casthouse Germany GmbH, a company with limited liability organized under the laws of Germany (the “German Borrower B”), ALERIS SWITZERLAND GMBH, a company with limited liability organized under the laws of Switzerland (the “Swiss Borrower” and, together with the Company, the other Domestic Borrowers, the Belgian Borrower, the German Borrower A and the German Borrower B, the “Borrowers”), the other Loan Parties party hereto, the Lenders party hereto, JPMORGAN CHASE BANK, N.A., as administra

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SECURITY AGREEMENT By Aleris International, Inc., as Issuer and THE GUARANTORS PARTY HERETO and U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent Dated as of April 4, 2016
Security Agreement • April 8th, 2016 • Aleris Corp • Secondary smelting & refining of nonferrous metals • New York

This SECURITY AGREEMENT dated as of April 4, 2016 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”) made by Aleris International, Inc., a Delaware corporation (the “Issuer”), and the Guarantors from to time to time party hereto (the “Guarantors”), as pledgors, assignors and debtors (the Issuer, together with the Guarantors, in such capacities and together with any successors in such capacities, the “Pledgors,” and each, a “Pledgor”), in favor of U.S. Bank National Association, in its capacity as collateral agent pursuant to the Indenture (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacities, the “Collateral Agent”).

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Aleris Corporation 25825 Science Park Drive, Suite 400 Cleveland, Ohio 44122-7392
Retention Bonus Agreement • November 15th, 2017 • Aleris Corp • Secondary smelting & refining of nonferrous metals • Delaware

As you know, your award agreement concerning the proposed transaction between Aleris Corporation (the “Company”) and Zhongwang USA LLC (the “Transaction Bonus Agreement”) has expired by its terms.

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AGREEMENT ON NEW SYNDICATED LOAN AMORTIZATION SCHEDULE FOR SYNDICATED LOAN OF
Syndicated Loan Amortization Schedule • March 3rd, 2017 • Aleris Corp • Secondary smelting & refining of nonferrous metals

With respect to the plan for syndicated loan amortization schedule for Aleris Aluminum (Zhenjiang) Co., Ltd. (“Aleris”), the parties hereto agree to amend the Syndicated Facility Agreement dated August 8, 2012, as follows:

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AMENDMENT AGREEMENT TO THE FACILITY AGREEMENT
Amendment Agreement to the Facility Agreement • May 9th, 2013 • Aleris Corp • Secondary smelting & refining of nonferrous metals
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ALERIS CORPORATION
Restricted Stock Unit Award Agreement • March 30th, 2012 • Aleris Corp • Secondary smelting & refining of nonferrous metals
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FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • February 16th, 2017 • Aleris Corp • Secondary smelting & refining of nonferrous metals • New York

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 14, 2017, by and among ALERIS INTERNATIONAL, INC., a Delaware corporation (the “Company”), ALERIS CORPORATION, a Delaware corporation (“Parent”), certain of the Company’s direct and indirect domestic Subsidiaries party hereto (together with Parent, the “Guarantors”) and U.S. BANK NATIONAL ASSOCIATION, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”).

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AMENDMENT NO. 1 TO CREDIT AGREEMENT
Credit Agreement • May 5th, 2016 • Aleris Corp • Secondary smelting & refining of nonferrous metals • New York

This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this "Amendment") is dated as of March __, 2016, and is entered into by and between ALERIS INTERNATIONAL, INC., a Delaware corporation ("Company"), in its capacity as Borrower Representative, and JPMORGAN CHASE BANK, N.A., as the administrative agent for the Lenders referred to below (the "Administrative Agent").

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ALERIS CORPORATION
Restricted Stock Award Agreement • March 30th, 2012 • Aleris Corp • Secondary smelting & refining of nonferrous metals
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