AMENDMENT NO. 2 TO CREDIT AGREEMENTCredit 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
AGREEMENT ON NEW SYNDICATED LOAN AMORTIZATION SCHEDULE FOR SYNDICATED LOAN OFSyndicated 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:
MORTGAGE AGREEMENTMortgage Agreement • March 3rd, 2017 • Aleris Corp • Secondary smelting & refining of nonferrous metals
Deposit Pledge AgreementDeposit Pledge Agreement • March 3rd, 2017 • Aleris Corp • Secondary smelting & refining of nonferrous metals
In order to guarantee the performance of obligations under "Master Contracts" referred to in Article 1 hereunder, the pledgor agrees to provide a deposit pledge to the pledgee. The parties agree to enter into this Agreement through mutual consultation. Unless otherwise provided herein, the terms of this Agreement shall be construed in accordance with the Master Contracts.
Form of Transaction Bonus AwardTransaction Bonus Agreement • March 3rd, 2017 • Aleris Corp • Secondary smelting & refining of nonferrous metals
As you know, Aleris Corporation (the “Company”) is contemplating entering into an agreement that would result in the sale of the Company. [In recognition of the contributions you have made to the success of the Company and your importance to the potential sale process we have undertaken,] [In lieu of receiving equity awards that would otherwise be granted pursuant to your employment agreement,] the Company is pleased to provide you with the opportunity to receive a transaction bonus (the “Transaction Bonus”), conditioned on the occurrence of the closing of a Qualified Sale (as defined below) and subject to all of the terms and conditions of this letter agreement (the “Bonus Agreement”). [In the event the Qualified Sale does not occur you will remain entitled to equity awards (as contemplated by your employment agreement) having a value equal to your Transaction Bonus amount.]
SUPPLEMENTAL AGREEMENT TO WORKING CAPITAL LOAN AGREEMENT FOR ALERIS ALUMINUM (ZHENJIANG) CO., LTD.Supplemental Agreement to Working Capital Loan Agreement • March 3rd, 2017 • Aleris Corp • Secondary smelting & refining of nonferrous metals
With respect to the medium-term working capital loan granted by Bank of China Limited, Zhenjiang Jingkou Sub-branch (“BOC”) to Aleris Aluminum (Zhenjiang) Co., Ltd. (“Aleris”), both parties hereby agree as follows:
