SUPPLEMENTAL INDENTURE
Exhibit 4.11
This Supplemental Indenture, dated as of September 16, 2008 (this “SUPPLEMENTAL INDENTURE” or
“GUARANTEE”), among Novelis PAE SAS (the “SUBSIDIARY GUARANTOR”), Novelis Inc. (together with its
successors and assigns, the “COMPANY” or the “ISSUER”), and The Bank of New York Mellon Trust
Company N.A. (formerly the Bank of New York Trust Company, N.A.), as Trustee under this Indenture
referred to below.
WITNESSETH:
WHEREAS, the Issuer, certain of its affiliates as Subsidiary Guarantors (the “SUBSIDIARY
GUARANTORS”) and the Trustee have heretofore executed and delivered an Indenture, dated as of
February 3, 2005 (as amended, supplemented, waived or otherwise modified, the “INDENTURE”),
providing for the issuance of Notes of the Issuer (the “NOTES”);
WHEREAS, Section 4.18 of this Indenture provides that the Company is required to cause each
new Subsidiary Guarantor to execute and deliver to the Trustee a supplemental indenture pursuant to
which such Subsidiary Guarantor will unconditionally Guarantee, on a joint and several basis with
the other Subsidiary Guarantors, the full and prompt payment of the principal of, premium, if any,
and interest on the Notes on a senior basis; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee and the Issuer are authorized
to execute and deliver this Supplemental Indenture to amend or supplement this Indenture, without
the consent of any Holder;
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Subsidiary Guarantor, the Issuer,
and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as
follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 Defined Terms. As used in this Supplemental Indenture, terms defined in
this Indenture or in the preamble or recital hereto are used herein as therein defined, except that
the term “HOLDERS” in this Guarantee shall refer to the term “HOLDERS” as defined in this Indenture
and the Trustee acting on behalf or for the benefit of such Holders. The words “herein,” “hereof”
and “hereby” and other words of similar import used in this Supplemental Indenture refer to this
Supplemental Indenture as a whole and not to any particular section hereof.
ARTICLE II
AGREEMENT TO BE BOUND; GUARANTEE
SECTION 2.1 Agreement to be Bound. The Subsidiary Guarantor hereby becomes a party to
this Indenture as a Subsidiary Guarantor and as such will have all of the rights and be subject to
all of the obligations and agreements of a Guarantor under this Indenture. The Subsidiary Guarantor
agrees to be bound by all of the provisions of this Indenture applicable to a Subsidiary Guarantor
and to perform all of the obligations and agreements of a Subsidiary Guarantor under this
Indenture.
SECTION 2.2 Guarantee. The Subsidiary Guarantor agrees, on a joint and several basis
with all the existing Subsidiary Guarantors, to fully, unconditionally and irrevocably guarantee to
each Holder and the Trustee the Obligations on a senior basis as provided in Article Ten of this
Indenture, (a) the due and punctual payment of the principal of, premium, if any, and interest and
Special Interest, if any, on the Notes, whether at maturity, by acceleration, redemption or
otherwise, the due and punctual payment of interest on overdue principal and premium, if any, and,
to the extent permitted by law, interest and Special Interest, if any, and the due and punctual
performance of all other obligations of the Company to the Holders or the Trustee all in accordance
with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of
any Notes or any of such other obligations, that the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at stated maturity, by
acceleration or otherwise. The obligations of the New Subsidiary Guarantors to the Holders, in
their capacities as such, of Notes and to the Trustee pursuant to the Guarantee and the Indenture
are expressly set forth in the Indenture, including Article 10 and Schedule A thereto, and
reference is hereby made to the Indenture for the precise terms and any limitations of the
Guarantee. This Guarantee is subject to release as and to the extent set forth in Sections 8.02,
8.03 and 10.05 of the Indenture. Each Holder of a Note, by accepting the same agrees to and shall
be bound by such provisions. Capitalized terms used herein and not defined are used herein as so
defined in the Indenture.
ARTICLE III
MISCELLANEOUS
SECTION 3.1 Notices. All notices and other communications to the Subsidiary Guarantor
shall be given as provided in this Indenture to the Subsidiary Guarantor, at its address set forth
below, with a copy to the Issuer as provided in this Indenture for notices to the Issuer.
SECTION 3.2 Parties. Nothing expressed or mentioned herein is intended or shall be
construed to give any Person, firm or corporation, other than the Holders and the Trustee, any
legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or
this Indenture or any provision herein or therein contained.
SECTION 3.3 GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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SECTION 3.4 Severability Clause. In case any provision in this Supplemental Indenture
shall be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction be
ineffective to the extent of such invalidity, illegality or unenforceability without affecting the
validity, legality and enforceability of the remaining provisions; and the invalidity of a
particular provision in a particular jurisdictions shall not invalidate such provision in any other
jurisdiction.
SECTION 3.5 Ratification of Indenture; Supplemental Indentures Part of Indenture.
Except as expressly amended hereby, this Indenture is in all respects ratified and confirmed and
all the terms, conditions and provisions thereof shall remain in full force and effect. This
Supplemental Indenture shall form a part of this Indenture for all purposes, and every Holder
heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no
representation or warranty as to the validity or sufficiency of this Supplemental Indenture.
SECTION 3.6 Counterparts. The parties hereto may sign one or more copies of this
Supplemental Indenture in counterparts, each of which shall constitute an original, but all of
which when taken together shall constitute one and the same agreement.
SECTION 3.7 Headings. The headings of the Articles and the sections in this
Supplemental Indenture are for convenience of reference only, are not part of this Supplemental
Indenture and shall not be deemed to alter or affect the meaning or interpretation of any
provisions hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written.
[Signature page follows]
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| NOVELIS INC. |
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| By: | /s/ Xxxxxx X. Xxxxxxxx, Xx. | |||
| Name: | Xxxxxx X. Xxxxxxxx, Xx. | |||
| Title: | General Counsel, Compliance Officer and Secretary |
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| NEW SUBSIDIARY GUARANTOR: NOVELIS PAE SAS |
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| By: | /s/ Xxxxxxxx Xxxxxxxx | |||
| Name: | Xxxxxxxx Xxxxxxxx | |||
| Title: | President | |||
| TRUSTEE: THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. |
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| By: | /s/ Stefan Victory | |||
| Name: | Stefan Victory | |||
| Title: | Vice President | |||
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