REGISTRATION RIGHTS AGREEMENT by and among Noranda Aluminum Acquisition Corporation the subsidiaries of Noranda Aluminum Acquisition Corporation parties hereto and Merrill Lynch, Pierce, Fenner & Smith Incorporated Citigroup Global Markets Inc....Registration Rights Agreement • January 31st, 2008 • Noranda Aluminum Acquisition CORP • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 18, 2007, by and among Noranda Aluminum Acquisition Corporation, a Delaware corporation (the “Company”), the subsidiaries of the Company listed on the signature pages hereto (collectively, the “Note Guarantors”), Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Goldman, Sachs & Co., UBS Securities LLC, and KeyBanc Capital Markets Inc. (collectively, the “Initial Purchasers”), each of whom has agreed to purchase, pursuant to the Purchase Agreement (as defined below), the Senior Floating Rate Notes due 2015 (including any increase in the aggregate amount of thereof, or any Additional Securities (as defined in the Indenture) issued with respect thereto, in each case as a result of a PIK Payment (as defined in the Indenture), the “Initial Notes”) issued by the Company, fully and unconditionally guaranteed by the Note Guarantors on a senior unsecured basis (the “Initial
CREDIT AGREEMENT Dated as of May 18, 2007, among NORANDA ALUMINUM HOLDING CORPORATION, NORANDA ALUMINUM ACQUISITION CORPORATION, as Borrower, THE LENDERS PARTY HERETO, MERRILL LYNCH CAPITAL CORPORATION, as Administrative Agent, CITIBANK, N.A., as...Credit Agreement • January 31st, 2008 • Noranda Aluminum Acquisition CORP • New York
WHEREAS, affiliates of Apollo Management VI, L.P. (collectively, the “Funds”) have formed Holdings and the Borrower for the purpose of entering into that certain stock purchase agreement dated as of April 10, 2007 (the “Acquisition Agreement”) by and among Noranda Finance Inc., the Borrower and Xstrata (Schweitz) A.G. pursuant to which the Borrower will acquire (the “Acquisition”) the entire issued stock of Noranda Intermediate Holding Corporation, a newly formed Delaware corporation that, on the Closing Date, will own all the outstanding shares of capital stock of Noranda Aluminum, Inc. (together with its subsidiaries, the “Target”); and
NORANDA ALUMINUM ACQUISITION CORPORATION and certain Guarantors parties hereto $510,000,000 Senior Floating Rate Notes due 2015Indenture • January 31st, 2008 • Noranda Aluminum Acquisition CORP • New York
INDENTURE dated as of May 18, 2007 among NORANDA ALUMINUM ACQUISITION CORPORATION, a Delaware corporation (the “Company”), the GUARANTORS (as defined herein) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
GUARANTEE AND COLLATERAL AGREEMENT dated and effective as of May 18, 2007 among NORANDA ALUMINUM HOLDING CORPORATION, NORANDA ALUMINIUM ACQUISITION CORPORATION, each of its Subsidiaries identified herein, and MERRILL LYNCH CAPITAL CORPORATION, as...Guarantee and Collateral Agreement • January 31st, 2008 • Noranda Aluminum Acquisition CORP • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated and effective as of May 18, 2007 (this “Agreement”), among NORANDA ALUMINUM HOLDING CORPORATION, a Delaware corporation (“Holdings”), NORANDA ALUMINUM ACQUISITION CORPORATION, a Delaware corporation (the “Borrower”), each Subsidiary of the Borrower identified herein as a party (each, a “Subsidiary Party”), MERRILL LYNCH CAPITAL CORPORATION, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined below).
SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of May 29, 2007, between NORANDA ALUMINUM HOLDING CORPORATION, a Delaware corporation (the “Company”), and the Investor set forth on the signature page to this Agreement (the “Investor”).Subscription Agreement • January 31st, 2008 • Noranda Aluminum Acquisition CORP • Delaware
WHEREAS, pursuant to the Stock Purchase Agreement, dated as of April 10, 2007, by and among Noranda Finance LLC (as successor in interest to Noranda Finance Inc.), Noranda Aluminum Acquisition Corporation (formerly named Music City Acquisition Corporation), a Delaware corporation (“Acquisition Corp.”) and Xstrata (Schweiz) A.G. (“Xstrata”), Acquisition Corp. has acquired all of the outstanding capital stock of Noranda Intermediate Holding Corporation, a Delaware corporation wholly owned by Noranda Finance LLC (the “Acquisition”) effective as of May 18, 2007;
NON QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) dated as of May 29, 2007, between NORANDA ALUMINUM HOLDING CORPORATION, a Delaware corporation (the “Company”), and the Optionee set forth on the signature page to this Agreement (the “Optionee”).Non Qualified Stock Option Agreement • January 31st, 2008 • Noranda Aluminum Acquisition CORP • Delaware
WHEREAS, pursuant to the Stock Acquisition Agreement, dated as of April 10, 2007, by and among Noranda Finance LLC (as successor in interest to Noranda Finance Inc.), Noranda Aluminum Acquisition Corporation (formerly named Music City Acquisition Corporation), a Delaware corporation (“Acquisition Corp.”) and Xstrata (Schweiz) A.G. (“Xstrata”), Acquisition Corp. has acquired all of the outstanding capital stock of Noranda Intermediate Holding Corporation, a Delaware corporation wholly owned by Noranda Finance LLC (the “Acquisition”) effective as of May 18, 2007 (the “Closing Date”);
NON QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) dated as of , between NORANDA ALUMINUM HOLDING CORPORATION, a Delaware corporation (the “Company”), APOLLO MANAGEMENT VI, L.P. and APOLLO ALTERNATIVE ASSETS, L.P. (each an “Optionee” and...Non Qualified Stock Option Agreement • January 31st, 2008 • Noranda Aluminum Acquisition CORP • Delaware
WHEREAS, pursuant to the Stock Acquisition Agreement, dated as of April 10, 2007, by and among Noranda Finance LLC (as successor in interest to Noranda Finance Inc.), Noranda Aluminum Acquisition Corporation (formerly named Music City Acquisition Corporation), a Delaware corporation (“Acquisition Corp.”) and Xstrata (Schweiz) A.G. (“Xstrata”), Acquisition Corp. has acquired all of the outstanding capital stock of Noranda Intermediate Holding Corporation, a Delaware corporation wholly owned by Noranda Finance LLC (the “Acquisition”) effective as of May 18, 2007 (the “Closing Date”);
STOCK PURCHASE AGREEMENT by and among NORANDA FINANCE INC., as Seller, MUSIC CITY ACQUISITION CORPORATION, as Buyer and XSTRATA (SCHWEIZ) A.G. (solely with respect to Articles VIII, IX and XI) Dated as of April 10, 2007Stock Purchase Agreement • January 31st, 2008 • Noranda Aluminum Acquisition CORP • Delaware
THIS STOCK PURCHASE AGREEMENT (together with the Schedules hereto, this “Agreement”), dated as of April 10, 2007, is made by and among Noranda Finance Inc., a Delaware corporation (“Seller”), Music City Acquisition Corporation, a Delaware corporation (“Buyer”) and, with respect to Articles VIII, IX and XI, Xstrata (Schweiz) A.G. (“Parent”).
SUPPLEMENTAL INDENTURE NO. 1Supplemental Indenture • January 31st, 2008 • Noranda Aluminum Acquisition CORP • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of September 7, 2007, among NORANDA ALUMINUM HOLDING CORPORATION (the “New Guarantor”), a Delaware corporation and the parent of NORANDA ALUMINUM ACQUISITION CORPORATION, a Delaware corporation (the “Issuer”), the Issuer and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee under the indenture referred to below (the “Trustee”).
