REGISTRATION RIGHTS AGREEMENT Dated as of February 9, 2011 Among ALERIS INTERNATIONAL, INC. and THE GUARANTORS NAMED HEREIN as Issuers, and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, BARCLAYS CAPITAL INC., DEUTSCHE BANK SECURITIES INC., J.P....Registration Rights Agreement • March 30th, 2011 • Aleris Ohio Management, Inc. • New York
This Agreement is entered into in connection with the Purchase Agreement, dated as of February 4, 2011 (the “Purchase Agreement”), by and among the Company, the Guarantors and Merrill Lynch, Pierce, Fenner & Smith Incorporated, 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 5/8% Senior Notes due 2018 (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 I
FORM OF ALERIS HOLDING COMPANY RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 30th, 2011 • Aleris Ohio Management, Inc. • 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 HOLDING COMPANY, a Delaware corporation (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).
CREDIT AGREEMENT among ALERIS INTERNATIONAL, INC. (formerly known as AHC Intermediate Co.), ALERIS ROLLED PRODUCTS, INC. (formerly known as RLD Acquisition Co.), ALERIS ROLLED PRODUCTS, LLC, ALERIS ROLLED PRODUCTS SALES CORPORATION, IMCO RECYCLING OF...Credit Agreement • March 30th, 2011 • Aleris Ohio Management, Inc.
THIS CREDIT AGREEMENT, is dated as of June 1, 2010, among ALERIS INTERNATIONAL, INC. (formerly known as AHC Intermediate Co.), a Delaware corporation (“Aleris”), ALERIS ROLLED PRODUCTS, INC., a Delaware corporation (formerly known as RLD Acquisition Co.), 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 RECYCLING, INC., a Delaware corporation (formerly known as RCY Acquisition Co.), ALERIS SPECIFICATION ALLOYS, INC. (formerly known as SPEC A Acquisition Co.), a Delaware corporation, ALERIS SPECIALTY PRODUCTS, INC. (formerly known as SPEC P Acquisition Co.), a Delaware corporation, ALERIS RECYCLING BENS RUN, LLC (formerly known as ARBR Acquisition, LLC), a Delaware limited liability company, ETS SCHAEFER, LLC, an Ohio limited liability company, and ALERIS OHIO MANAGEMENT, INC. (formerly known as HQ1 Acquisition Co.), a Delaware cor
ALERIS HOLDING COMPANY STOCK OPTION AGREEMENTStock Option Agreement • March 30th, 2011 • Aleris Ohio Management, Inc. • 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 HOLDING COMPANY, a Delaware corporation (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).
EMPLOYMENT AGREEMENTEmployment Agreement • March 30th, 2011 • Aleris Ohio Management, Inc. • Delaware
AGREEMENT, dated as of June 1, 2010, but effective and binding on the parties as of the Effective Date (as defined in Section 3) (the “Agreement”), by and among Aleris International, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), for purposes of Sections 2(c), 10, 11(i)(ii) and 11(i)(iii) only, Aleris Holding Company, a Delaware corporation (together with its successors and assigns, the “Parent”), and Steven Demetriou (the “Executive”).
FACILITY AGREEMENT MULTI-CURRENCY SECURED REVOLVING / TERM LOAN FACILITIES OF UP TO: FACILITY A (TERM): US$100,000,000 FACILITY B (TERM): RMB 532,000,000 FACILITY C (REVOLVING): COMBINED USD/RMB FACILITY IN THE AGGREGATE AMOUNT EQUIVALENT TO...Facility Agreement • March 30th, 2011 • Aleris Ohio Management, Inc.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ALERIS ROLLED PRODUCTS, LLCLimited Liability Company Agreement • March 30th, 2011 • Aleris Ohio Management, Inc. • Delaware
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Aleris Rolled Products, LLC (the “Company”), dated as of June 1, 2010 is entered into by Aleris Rolled Products, Inc., a Delaware corporation (the “Member”).
ALERIS HOLDING COMPANYAleris Ohio Management, Inc. • March 30th, 2011
ALERIS HOLDING COMPANYStock Option Award Agreement • March 30th, 2011 • Aleris Ohio Management, Inc.
OPERATING AGREEMENT OF ETS SCHAEFER, LLCOperating Agreement • March 30th, 2011 • Aleris Ohio Management, Inc. • Ohio
This Operating Agreement (this “Agreement”) of ETS Schaefer, LLC (the “Company”), dated as of June 1, 2010 is entered into by Aleris Recycling, Inc., a Delaware corporation (the “Member”).
STOCKHOLDERS AGREEMENT among ALERIS HOLDING COMPANY and THE STOCKHOLDERS NAMED HEREIN Dated: June 1, 2010Stockholders Agreement • March 30th, 2011 • Aleris Ohio Management, Inc. • Delaware
STOCKHOLDERS AGREEMENT, dated as of June 1, 2010 (this “Agreement”), by and among Aleris Holding Company (f/k/a AHC1 Holding Co.), a Delaware corporation (the “Company”), (i) the funds and accounts managed by Oaktree Capital Management, L.P. or its Affiliates (as defined herein) set forth on Schedule 1 hereto (collectively, “Oaktree”), (ii) the funds and accounts managed by Apollo Management VII, L.P. set forth on Schedule 1 hereto (collectively, “Apollo”), (iii) the funds and accounts managed by Sankaty Advisors LLC set forth on Schedule 1 hereto (collectively, “Sankaty”), (iv) each other holder of Common Stock (as defined herein) as of the date hereof and (v) each person joined hereto as a Stockholder after the date hereof.
FORM OF EMPLOYMENT AGREEMENTForm of Employment Agreement • March 30th, 2011 • Aleris Ohio Management, Inc. • Delaware
AGREEMENT, dated as of June 1, 2010, but effective and binding on the parties as of the Effective Date (as defined in Section 3) (the “Agreement”), by and among Aleris International, Inc., a Delaware corporation (together with its successors and assigns, the “Company”), for purposes of Sections 2(c), 10, 11(i)(ii) and 11(i)(iii) only, Aleris Holding Company, a Delaware corporation (together with its successors and assigns, the “Parent”), and [—] (the “Executive”).
REGISTRATION RIGHTS AGREEMENT among ALERIS HOLDING COMPANY and THE PARTIES LISTED HEREIN Dated: June 1, 2010Registration Rights Agreement • March 30th, 2011 • Aleris Ohio Management, Inc. • New York
REGISTRATION RIGHTS AGREEMENT, dated June 1, 2010 (this “Agreement”), among Aleris Holding Company (f/k/a AHC1 Holding Co.), a Delaware corporation (the “Company”), the investment funds and accounts managed by Oaktree Capital Management, L.P., a Delaware limited partnership, or its Affiliates set forth on the signature pages hereto (“Oaktree”), the investment funds and accounts managed by Apollo Management VII, L.P., a Delaware limited partnership, as set forth on the signature pages hereto (“Apollo”), and other holders of at least 5% of the outstanding shares of Common Stock (as defined herein) as listed on Schedule 1 hereto (together with Oaktree and Apollo, the “Investors”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in Section 1.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 30th, 2011 • Aleris Ohio Management, Inc.
This First Amendment to Credit Agreement is dated as of January 31, 2011 (this “First Amendment”) 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”).
7 5/8% Senior Notes due 2018Supplemental Indenture • March 30th, 2011 • Aleris Ohio Management, Inc. • New York
EXHIBIT 3 to Rule 144A/Regulation S Appendix — Form of Non-U.S. Beneficial Ownership Certification by Euroclear or Clearstream Luxembourg
ALERIS HOLDING COMPANYRestricted Stock Award Agreement • March 30th, 2011 • Aleris Ohio Management, Inc.
FORM OF ALERIS HOLDING COMPANYAleris Ohio Management, Inc. • March 30th, 2011
U.S. SECURITY AGREEMENT among ALERIS INTERNATIONAL, INC., and CERTAIN SUBSIDIARIES OF ALERIS INTERNATIONAL, INC., as ASSIGNORS and BANK OF AMERICA, N.A., as ADMINISTRATIVE AGENT Dated as of June 1, 2010Security Agreement • March 30th, 2011 • Aleris Ohio Management, Inc. • New York
THIS SECURITY AGREEMENT, is dated as of June 1, 2010, and made by each of the undersigned assignors (each, an “Assignor” and, together with any other entity that becomes an assignor hereunder pursuant to Section 8.12 hereof, the “Assignors”) in favor of BANK OF AMERICA, N.A., as administrative agent and collateral agent (together with any successor administrative and collateral agent, the “Administrative Agent”), for the benefit of the Secured Creditors (as defined below). Certain capitalized terms as used herein are defined in Article VII hereof. Except as otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.
