Exhibit 10.9

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ANNEX 2

FORM OF OFFER LETTER

A. English

GE Capital Bank AG Heinrich-von-Brentano-Str. 2	Submission No.:	1
55130 Mainz
	ORIGINATOR	001 /
	ORIGINATOR:
Currency:

Change in inventory Intercredit-process

On the basis of the concluded Factoring Agreement between us, please find enclosed the following listed documents. We would like to offer you the sale and assignment of the account receivables which are specified by the enclosed invoices and files. The goods which we have invoiced have been delivered. Goods on consignment have not been billed. The enclosed receipts regarding credit balances state the respective reason.

Copies of invoices amounting to (acc. to enclosed addition slip)	old balance:
Copies of debit entries amounting to (acc. to enclosed addition slip)
	sub-total:
Credit balances amounting to (acc. to enclosed addition slip)
Receipt of payment net
+ deductions
Receipt of payment gross
	new balance:

  Place, Date Stamp and legally binding signature

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ANNEX 4

ASSIGNMENT AGREEMENT ON TRADE CREDIT INSURANCE

We, the company

Alcan Aluminium Valais SA, 3960 Sierre, Switzerland,

hereby assign the existing and future claims against

Coface S.A., (Compagnie Françcaise d’Assurance pour le Commerce Extérieur S.A.), Succursale Suisse, Rue Belle-Fontaine

18, CP431, CH-1001 Lausanne (Switzerland)

arising under the Trade Credit Insurance in relation to sold and/or assigned receivables to

Insurance Policy No. 221 255

to

GE Capital Bank AG

Heinrich-von-Brentano-Straße 2

55130 Mainz

Simultaneously, the Trade Credit Insurer is authorized to pass decisions of limits directly to GE Capital Bank AG. GE Capital Bank AG and the Trade Credit Insurer are authorized to mutually exchange any necessary information.

This agreement will become effective on the date on which all conditions precedent as stated in the Factoring Agreement dated 16 December 2010 are fulfilled to the satisfaction of GE CAPITAL. GE CAPITAL will confirm vis-à-vis the ORIGINATOR the fulfilment of the conditions precedent and the commencement of this agreement (Condition Precedent).

[Place[—], date[—]]
	Company’s stamp/Signatures

Hereby we accept the assignment:.

Mainz, [date [—]]

CE Capital Bank AG

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CE Capital Bank AG

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ANNEX 6

ASSIGNMENT OF BANK ACCOUNTS

Assignment of Bank Accounts

dated 16 December 2010

between

Alcan Aluminium Valais SA, 3960 Sierre, Switzerland

“Assignor”

and

GE Capital Bank AG, Heinrich-von-Brentano-Str. 2, 55130 Mainz, Germany

“Assignee”

regarding

Assignment of bank accounts.

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WHEREAS

(A) The Assignee as purchaser and the Assignor as seller entered into a Factoring Agreement (as defined below) pursuant to which the Assignor sells certain claims against its Debtors (as defined in the Factoring Agreement) to the Assignee and, correspondingly, these claims are purchased by and/or assigned to the Assignee and any payments of the Debtors are therefore to be made exclusively to the Bank Accounts (as defined below).

(B) These amounts received and standing to the credit of the Bank Accounts shall serve the sole purpose of being collected by and transferred to the Assignee, all in accordance with and subject to the Factoring Agreement (as defined below).

(C) In order to fulfil and to secure its obligations under or in connection with the Factoring Agreement, the Assignor intends to assign the Assigned Assets (as defined below) to the Assignee.

1. DEFINITIONS AND CONSTRUCTION

1.1 In this Agreement, unless the context otherwise requires or unless otherwise defined or provided for in this Agreement, a term defined in the Factoring Agreement shall have the same meaning in this Agreement and in any notice given under this Agreement. In addition, the following words and expressions shall have the respective meanings ascribed to them:

“Account Bank”	means the custodian of the Assigned Assets held by the Assignor in any Bank Account as specified in Schedule 1.
“Affiliate”	means in relation to any company, a (i) Subsidiary of that company, (ii) a parent company of that company, or (iii) any other Subsidiary of that parent company.
“Agreement”	means this agreement on assignment of bank accounts.
“Assigned Assets”	shall mean all of the Assignor’s present or future rights, claims, benefits and interest in and to the Bank Accounts, including, without limitation, all of its rights to payment of any and all future credits (surplus) relating to the Bank Accounts, which the Assignor is entitled to, regarding balances from current accounts (Kontokorrent) of the Bank Accounts as well as the rights to the daily balance resulting from the current account agreement related to current payouts between balancing of accounts, including the right to transfer any credits standing to the account of the Bank Accounts and the right to credit the received amounts.
“Assignment”	shall mean the assignment hereunder in favour of the Assignee.
“Bank Accounts”	means the Assignor’s bank accounts as specified in Schedule 1 (and any renewal or re-designation thereof) and any other future bank account which is subject to Swiss law and opened by the Assignor with an Account Bank, which are subject to the Assignment hereunder and to the extent that the Assignor intends that its Debtors shall make Receivables payments to these accounts.
“Clause”	shall mean any of the clauses of this Agreement.
“Control Agreement”	means the agreement in the form as set forth in Schedule 2 hereto.
“Debtors”	shall have the meaning ascribed to such term in the Factoring Agreement.
“Effective Date”	means the Commencement Date (as defined in the Factoring Agreement).
“Factoring Agreement”	means the factoring agreement dated 16 December 2010 and made between the Assignee as purchaser and the Assignor as seller in its capacity as originator, pursuant to which the Assignor sells certain receivables against the Debtors (as

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	defined in the Factoring Agreement) to the Assignee, as amended and supplemented by the country specific amendment agreement (Switzerland) to the Factoring Agreement dated 16 December 2010 between the Assignee and Assignor.
“Factoring Documents”	means (i) the Factoring Agreement and (ii) the Intercreditor Agreement, including any amendment agreements and supplemental and/or other related agreements and/or documents to the agreements herebefore.
“Intercreditor Agreement”	means a French law governed intercreditor agreement dated 16 December 2010, between Omega Holdco B.V. as Omega, Omega Holdco II B.V. as parent company, the companies listed within as French Sellers, the companies listed within as German Sellers, Alcan Aluminium Valais SA as Swiss Seller, GE Factofrance S.N.C as French Purchaser, GE Capital Bank AG as German Purchaser.
“Obligors”	means the Assignor, the German Sellers and the French Sellers.
“Party” or “Parties”	shall mean any party or all the parties to this Agreement.
“Receivables”	shall have the meaning ascribed to such term in the Factoring Agreement.
“SchKG”	means the Swiss federal statute on debt collection and bankruptcy (Bundesgesetz über Schuldbetreibung und Konkurs) dated 11 April 1889, as amended from time to time, carrying the official designation SR 281.1.
“Obligations”	means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of the Assignor towards the Secured Parties (or any of them) under the Factoring Documents together with all costs, charges and expenses reasonably incurred by any Secured Party in connection with the protection, preservation or enforcement of its respective rights under the Factoring Documents or any other documents evidencing or securing any such liabilities; in particular the right of the relevant Secured Party to receive the Debtor’s payments made with respect to Receivables purchased and/or assigned under the Factoring Documents.
“Secured Parties”	means the Assignee, the French Purchaser (as defined in the Factoring Agreement) and their successors and assignees and each entity or person that becomes a Secured Party after the date of this Agreement shall be a Secured Party under this Agreement.
“Subsidiary”	means in relation to any company, a company: (a) which is controlled, directly or indirectly, by the first mentioned company; (b) that more than half of the issued share capital is beneficially owned, directly or indirectly by the first mentioned company; or (c) which is a Subsidiary of another Subsidiary of the first mentioned company, and for this purpose, a company shall be treated as being controlled by another if that other company is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.
“Swiss Available Amount”	shall have the meaning ascribed to such term in the Intercreditor Agreement.

1.2 Furthermore:

(a) a “person” includes its successors and assigns;

(b) references to any agreement or document are references to that agreement or document as amended, varied, supplemented, substituted or novated from time to time, in accordance with its terms; and

(c) words importing the singular shall include the plural and vice versa.

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2. ASSIGNMENT

2.1 To secure any and all of the Assignee’s and/or the Secured Parties present and future claims against the Assignor under or in connection with the Factoring Documents and their performance, the Assignor agrees to assign and hereby assigns as of the Effective Date the Assigned Assets pursuant to articles 164 et seq. of the Swiss Federal Code of Obligations to the Assignee. The Assignee hereby accepts such assignment.

2.2 It is explicitly agreed that, although the Bank Accounts might be current accounts, the provisions of this Agreement shall have priority and shall prevail over any present or future agreements, including, for the avoidance of doubt, the account opening agreements and any agreements providing for electronic banking services in respect of the Bank Accounts, between the Account Bank and the Assignor on the nature of the Bank Accounts as giro or current accounts to the effect that, irrespective of whether any present or future agreement between the Assignor and the Account Bank provides for the Assignor’s right to dispose over the Bank Accounts and irrespective of whether or not a judgement or any other execution title has been sought by the Account Bank, the Bank Accounts and all the credit balance shall be at the disposal of the Assignee (all in accordance with and subject to the Factoring Agreement) and the Assignor shall not be entitled to withdraw or reduce any of the credit balance standing to the credit of the Bank Accounts during the term of this Agreement without having obtained the prior consent of the Assignee.

3. CONTROL AGREEMENT

As per the Commencement Date, the Assignor shall deliver to the Assignee the Control Agreement duly executed by the Assignor and the Account Bank.

4. UNDERTAKINGS

Except in accordance with the terms of the Factoring Agreement and for the term of this Agreement, as of the Effective Date, the Assignor hereby undertakes:

(a) to do all reasonable acts and things in case of a transfer of any credits standing to the account of the Bank Accounts to the Assignee, and procure that all reasonable acts and things be done, which are necessary to property effect the collection of the credits standing to the Bank Accounts, in particular to transfer of any credits standing the Bank Accounts free of any pledge, lien, encumbrance, other interest or third party right of any nature (subject to the Account Bank’ priority rights under the terms of the relevant account agreements in relation to the Bank Accounts);

(b) to do or permit to be done each and every act or thing which the Assignee may from time to time reasonably require to be done for the purpose of enforcing the Assignee’s and/or the Secured Parties rights under this Agreement and to promptly execute such further documents and do such further acts which the Assignee and/or the Secured Parties may reasonably require for the purpose of the performance, creation, perfection, protection, maintenance or realisation of the rights and interest of the Assignee hereunder; and

(c) to enter and maintain in its commercial books (whether such books are made up in physical and/or in electronic form) a remark (the bookmark), reasonably satisfactory to the Assignee, showing that all of the Assignor’s right, title and interest in, to and under the Bank Accounts and the credit balance is assigned as of the Effective Date in favour of the Assignee and the Assignee shall be entitled to demand evidence reasonably satisfactory to it that the bookmark has been placed;

it is herewith understood and agreed that the above undertakings are being provided by the Assignor to the Assignee in addition to any other undertakings provided by it under any of the Factoring Documents to which it is a party.

5. COVENANTS

Subject to the terms and provisions of the Factoring Agreement, as of the Effective Date, the Assignor hereby covenants with respect to, inter alia, the Bank Accounts and the credit balance standing to the respective Bank

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Accounts that:

(a) without the prior written consent of the Assignee, the Assignor shall not assign, pledge or otherwise encumber any of its right, title or interest in or to the Bank Accounts and it will not take or omit to take any action, the taking or omission of which may result in an alteration or impairment of the rights hereby assigned or any of the rights created by this Agreement;

(b) it shall, at its expense, maintain the Bank Accounts, subject to the terms and conditions of the Factoring Agreement;

(c) it will pay when due all fees payable in connection with the Bank Accounts and otherwise fully comply with all of the terms and conditions of the agreements entered into with the Account Bank in relation to the Bank Accounts and, in the event that any amount payable in connection with the Bank Accounts is paid by the Assignee (which is hereby authorised, but shall be under no obligation, to do so), immediately on demand reimburse the Assignee;

(d) it shall ensure that all amounts payable by the Debtors to the Assignor are credited to the Bank Accounts only and any and all invoices, statements, instruments and the like documents delivered by the Assignor to the Debtors shall contain a provision directing that all payments thereon shall be made only by direct deposit into the relevant Bank Account; and

(e) if any payments from Debtors are received on any account other than the Bank Accounts, the Assignor covenants to transfer such amounts directly to the Assignee or to a Bank Account.

6. PRESERVATION OF ASSIGNMENT

6.1 The Assignment shall be continuing and will extend for the term of this Agreement and subject to a release pursuant to Clause 14.

6.2 Subject to Clause 14, the obligations of the Assignor hereunder shall not be affected by any act, omission or circumstances which, but for this provision, might operate to release or otherwise exonerate the Assignor from its obligations hereunder or affect such obligations including without limitation and whether or not known to the Assignor or the Assignee:

(a) any time, waiver or concession granted to or composition with the Assignor or any other party to the Factoring Agreement;

(b) the taking, variation, extension, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any terms of the Factoring Agreement or any rights or remedies against, or securities granted by the Assignor or by any party to the Factoring Agreement;

(c) any irregularity, invalidity or unenforceability of any obligations of the Assignor or any party to the Factoring Agreement or any present or future law or order of any government or authority (whether of right or in fact) purporting to reduce or otherwise affect any of such obligations to the intent that the Assignor’s obligations under this Agreement and the Assignment shall remain in full force and this Agreement shall be construed accordingly as if there were no such irregularity, unenforceability, invalidity, law or order; and

(d) any legal limitation, disability, incapacity or other circumstances, including bankruptcy, insolvency, liquidation, administrative or other receivership, relating to the Assignor or any party to the Factoring Agreement or any other person or any amendment to or variation of the terms of the Factoring Agreement or any other document or security.

6.3 The security created hereunder shall be cumulative, independent of, in addition to and shall not in any way be prejudiced by any other assignment or other security or guarantee as of the Effective Date or thereafter held by the Assignee or any other Secured Party with respect to any Obligations. None of such other securities shall prejudice, or be prejudiced by, or shall be merged in any way with this Agreement.

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7. COLLECTION, ENFORCEMENT AND APPLICATION OF PROCEEDS

7.1 Subject to and in accordance with the terms of the Factoring Documents, the Assignee shall have the right but not the obligation and without any further prior notice or communication to the Assignor to undertake on its own initiative any acts it deems appropriate to collect the Assigned Assets directly from the Banks Accounts, in particular, the Assignee may set-off all or part of the credit balance standing to the Bank Accounts or any interest accrued thereon.

7.2 The collection and enforcement of the Assigned Assets shall take place outside debt enforcement procedures (Schuldbetreibungsverfahren) and the Assignee shall in particular be entitled to claim and as the case may be collect all Asssigned Assets and allocate any balance to the Obligations or to sell any of the Assigned Assets by private sale (Privatverkauf) to a third party or to purchase such Assigned Assets itself (Selbsteintritt).

7.3 The Assignor waives any right to request that the Assigned Assets be collected and/or realized before foreclosure in any of their other assets or before exercise of any other security which may have been granted to the Assignee for the Obligations.

8. WAIVERS, REMEDIES CUMULATIVE

8.1 The rights, powers and remedies provided in this Agreement are cumulative and are not, nor are they to be construed as, exclusive of any rights, powers or remedies provided by law or otherwise.

8.2 No failure on the part of the Assignee to exercise, or delay on its part in exercising, any of its respective rights, powers and remedies provided by this Agreement or by law (collectively the “Rights”) shall operate as a waiver thereof, nor shall any single or partial waiver of any of the Rights preclude any further or other exercise of that one of the Rights concerned or the exercise of any other of the Rights.

9. INDEMNITY

The Assignor shall indemnify the Assignee, its agents, its attorneys and any delegate against any action, proceeding, claims, losses, liabilities, expenses, demands, taxes, and costs which it may sustain as a consequence of any breach by the Assignor of the provisions of this Agreement, or the exercise of any of the rights and powers conferred on them by this Agreement.

10. POWER OF ATTORNEY

10.1 The Assignor by way of security and in order to more fully secure the performance of its obligations hereunder appoints the Assignee to be its attorney acting severally, and on its behalf and in its name or otherwise to do all acts and things and to sign, execute, deliver, perfect and do all deeds, instruments, documents, acts and things which are required for carrying out any obligation imposed on the Assignor by or pursuant to this Agreement for enabling the Assignee to exercise, or delegate the exercise of, its respective powers and authorities conferred on it by or pursuant to this Agreement or by law.

10.2 The Assignor ratifies and confirms and agrees to ratify and confirm any and all acts carried out by the Assignee in the proper exercise of the powers conferred on it pursuant to Clause 10.1 above.

11. LIMITATION

The limitation as set forth in clause 6 (limitation provisions relating to the sellers) of the Intercreditor Agreement shall apply mutatis mutandis to this Agreement.

12. NOTICES

12.1 Each notice or other communication to be given under this Agreement shall be given in writing in English and, unless otherwise provided, shall be made by fax, hand delivery or mail.

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12.2 If to the Assignor:

Address.	3960 Sierre
Attention:	Philippe Rouault
Fax:	+41 27 457 53 25
Address:	Heinrich-von-Brentano-Str. 2 55130 Mainz Germany
Attention:	Tobias Heth
Fax:
	+49
6131 4647 190

13. SEVERABILITY OF PROVISIONS

Should any part or provision of this Agreement be held to be invalid or unenforceable by any competent arbitral tribunal, court, governmental or administrative authority having jurisdiction, the other provisions of this Agreement shall nonetheless remain valid. In this case, the Parties hereto shall negotiate in good faith a substitute provision that best reflects the economic intentions of the Parties without being unenforceable, and shall execute all agreements and documents required in this connection. The failure of the Parties to reach an agreement on a substitute provision shall not affect the validity of the remainder of this Agreement.

14. RELEASE

Upon the Obligations being irrevocably paid and discharged in full and pursuant to their respective terms and no further Obligations are capable of arising or in accordance with, and to the extent required by the Factoring Agreement (to the extent it is possible to give effect to such arrangements under Swiss law) the Assignee at the request and cost of the Assignor, shall release and re-assign the Assigned Assets to the Assignor.

15. AMENDMENTS

To the extent permitted under the Factoring Agreement, changes and amendments to this Agreement, including this clause, shall be made in writing and signed by all Parties thereto.

16. NON-ASSIGNMENT/DELEGATION

16.1 The rights, interests and obligations of the Assignor under this Agreement are personal to it. Accordingly, they are not capable of being assigned, transferred or delegated in any manner. The Assignor undertakes that it shall not at any time assign or transfer, or attempt to assign or transfer, any of its rights, interests or obligations under or in respect of this Agreement to any person.

16.2 The Assignee shall have full power to delegate (either generally or specifically) the powers, authorities and discretions conferred on it by this Agreement (including the power of attorney) on such terms and conditions as it shall see fit.

17. BANKING SECRECY WAIVER

The Assignor herewith releases the Assignee and each Secured Party from the Swiss or any other banking secrecy (if applicable) and any other confidentiality obligations with regard to any information directly or indirectly relating to the Bank Accounts and the Assignment pursuant to this Agreement, in particular to the extent as required for the execution, performance and administration of this Agreement and the collection of the Assigned Assets, and/or for due exercise of the respective rights or fulfilment of the respective obligations by the Assignee or any Secured Party and expressly approves any transfer of such data and/or information abroad. The Assignee and each of the Secured Parties shall be entitled vis-à-vis each Account Bank to obtain at any time any information regarding the Bank

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Accounts to the extent as required for the execution, performance and administration of this Agreement and the collection of the Assigned Assets, and/or for due exercise of the respective rights or fulfilment of the respective obligation by the Assignee or any Secured Party.

18. GOVERNING LAW AND JURISDICTION

18.1 This Agreement shall be governed by and construed in accordance with the substantive laws of Switzerland (without regard to the International Private Law provisions thereof).

18.2 Any and all litigation to which this Agreement may give rise shall be subject to the exclusive jurisdiction of the competent courts in Zurich 1, Switzerland, with reservation of the right of appeal to the Swiss Federal Court in Lausanne.

19. COUNTERPARTS

This Agreement may be executed in any number of counterparts and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

20. EFFECTIVENESS

This Agreement will become effective on the date on which all conditions precedent as stated in the Factoring Agreement are fulfilled to the satisfaction of the Assignee. The Assignee will confirm vis-à -vis the Assignor the fulfilment of the conditions precedent and the commencement of this agreement (Condition Precedent). This Agreement has been entered into on the date stated at the beginning of this Agreement.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

[Signature page follows.]

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Alcan Aluminium Valais SA,

as Assignor

By:	By:
Name:	Name:
Title:	Title:
GE Capital Bank AG, as Assignee
By:	By:
Name:	Name:
Title:	Title:

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Schedule 1: List of Bank Accounts

Account Bank (name and address)	Account number	Swift	Currency
Credit Suisse AG Giesshübelstrasse 30 CH-8070 Zurich Switzerland	CH2104835020609721000	CRESCHZZ80A	CHF
Credit Suisse AG Giesshübelstrasse 30 CH-8070 Zurich Switzerland	CH1904835020609722006	CRESCHZZ80A	GBP

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Schedule 2: Control Agreement

Agreement regarding assignment of bank accounts

(the “Agreement”)

1. Credit Suisse AG, Paradeplatz 8, 8001 Zurich, Switzerland (“Credit Suisse”), takes note that its Client, Alcan Aluminum Valais S.A., 3960 Sierre, Switzerland, (the “Client”), has assigned for security purposes (“Sicherungszession”) to GE Capital Bank AG (the “Assignee”), Heinrich-von-Brentano-Str. 2, 55130, Germany, as fiduciary security all present and future claims and monies standing to the credit of its accounts

-	no.
206097-21 / IBAN CH2104835020609721000 (assigned)
-	no.
206097-22-6 / IBAN CH1904835020609722006 (assigned)

(for the purpose of this Agreement referred to as the “Accounts” and the respective content of such Accounts the “Assigned Assets”).

The Client and the Assignee together shall hereinafter be referred to as the “Transaction Parties”.

2. Credit Suisse herewith confirms that it has taken note of such assignment (the “Assignment”) and of the Assignee’s security interest in the Assigned Assets and will hold the Assigned Assets in the Assignee’s favour, subject to the provisions hereafter.

3. Any accrued interest on the Assigned Assets shall be credited to the Accounts.

4. Subject to the provisions contained in this Agreement Credit Suisse waives all rights, such as right of lien, retention rights, rights of set-off, assignment rights or any other charge it may have with regard to the Assigned Assets, now or at any time hereafter. On the other hand, neither of the Transaction Parties is entitled to set-off any Assigned Assets against any claim Credit Suisse may have or acquire against such Transaction Party.

5. Credit Suisse is authorized to indicate the Assignment on the respective bank statements and bank advices (e.g. “assigned” or “assigned to a third party”). The Transaction Parties shall not produce or submit such bank statements and bank advices to any third parties without Credit Suisse’s prior consent, provided, however, that the Transaction Parties may disclose to any person with whom they are proposing to enter into (or have entered into) any kind of assignment, transfer or accession in relation to this Agreement any information relating to this Agreement (including such bank statements and bank advices). In any event, the Transaction Parties warrant that they will not use such bank statements vis-à-vis third parties or authorities if such use may cause misunderstandings or results in misleading conclusions with regard to the availability and the creditorship of the Assigned Assets.

6. As of the date and subject to the provisions of this Agreement, Credit Suisse shall block the Accounts in favor of the Assignee or any of the Assignee’s successors, transferees or (further) assignees and Credit Suisse shall transfer and/or release the Assigned Assets then existing as per the instructions received by the Assignee.

7. The blocking of the Accounts shall not affect the right of the Client to receive from Credit Suisse any information relating to the Assigned Assets as long as the Assigned Assets are held in the Accounts.

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8. Credit Suisse shall send to the Assignee, duplicates of all bank statements in respect of the Assigned Assets.

9. In any case, Credit Suisse reserves the right not to comply with any instruction from the Client and/or the Assignee if compliance with such instruction is not permitted by law or to the extent that compliance with such instruction would be in conflict with any rule, measure or requirement of any authority Credit Suisse is bound to or reasonably expected to comply with. On a best efforts basis and to the extent permitted by law Credit Suisse undertakes to inform the Assignee immediately on any such rule, measure or requirement but is not obliged to represent the Assignee or any of the Assignee’s successors, transferees or (further) assignees and/or the Client before any such authority or in any proceedings.

10. Furthermore, Credit Suisse is entitled to disclose information regarding the Assigned Assets to the competent offices and authorities where requested or required by law, or by any court of competent jurisdiction or any competent judicial, governmental, supervisory or official body to whose rules, measures or requirements Credit Suisse is bound to or reasonably expected to comply with.

11. The Assigned Assets, to the extent they are held in cash, shall be held on current accounts only.

12. The Client hereby irrevocably undertakes to comply with the procedures agreed in this Agreement and authorizes Credit Suisse to establish with the Assignee or any of the Assignee’s successors, transferees or (further) assignees any contact necessary in connection with this Agreement and, to this extent, releases Credit Suisse from its banking secrecy and data protection obligations. Instructions from the Client that are in conflict with the provisions of this Agreement shall not affect Credit Suisse’s obligations under this Agreement but, instead, Credit Suisse shall remain entitled to make available the Assigned Assets to the Assignee or any of the Assignee’s successors, transferees or (further) assignees as agreed herein.

13. Credit Suisse is authorized to charge a one-time fee of CHF 6’000.00 in connection with the Assignment expenses for the Accounts. Furthermore, Credit Suisse remains authorized to charge its fees in the amount of CHF 2’000.00 per year in connection with its role under this Agreement plus (ordinary) commissions as account bank as well as any additional expenses and costs incurred for any related services. Changes shall be notified to the Transaction Parties in advance. For appointments of further successor agents a fee in a range between CHF 500.00 and CHF 2’000.00 (dependent on the complexity of the transaction) will be charged.

14. Credit Suisse reserves its right to terminate the banking relationship with the Client at any time in accordance with its General Conditions but it shall promptly notify the Assignee or any of the Assignee’s successors, transferees or (further) assignees in advance thereof and keep the Assigned Assets blocked in the Assignee’s or the Assignee’s successors’, transferees’ or (further) assignees’ favour until receipt of the Assignee’s or its successors’, transferees’ or (further) assignees’ instructions or consent to a transfer of the Assigned Assets. Failing receipt of such instructions within five working days Credit Suisse is authorized to make available the Assigned Assets to the Assignee or its successors, transferees or (further) assignees without any further notice.

15. In case of dispute regarding the entitlement towards the Assigned Assets Credit Suisse reserves the right to effect payment of the Assigned Assets to a deposit account of the Zurich district court according to art. 92, 96 and/or 168 of the Swiss Code of Obligations. By doing so, Credit Suisse shall be fully released from its payment obligations.

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16. The Transaction Parties take note that Credit Suisse is not and does not intend to be a party to the assignment agreement nor to any other agreement between the Transaction Parties (other than this Agreement) and that Credit Suisse does not undertake any obligation and responsibility other than obligations and responsibilities contained in this Agreement. Unless being advised to the contrary and subject to the provisions contained herein, Credit Suisse may assume that all instructions given by the appointed signatories with regard to the Assigned Assets are in compliance with agreements made between the Transaction Parties.

17. Any notice to Credit Suisse under this Agreement has to be sent as a “matter of urgency” to:

Credit Suisse

Mr. Stephan Brechtbühl

SGLS 23

Giesshübelstrasse 30

CH-8070 Zurich

Fax: +41 44 333 40 41

Phone: +41 44 333 64 26

A confirmed notice has to be sent by fax first and confirmed by mail or courier thereafter.

Any instructions relating to or in connection with this Agreement shall be made to Credit Suisse on Zurich bank working days during business hours (08:00 – 17:30 local time Zurich) and shall be sent to the above mentioned address or such other address notified by Credit Suisse in writing to the Transaction Parties at their correspondence addresses as indicated in clause 1 of this Agreement.

18. If the Assignee intends to assign its rights related to the Assigned Assets to a third party (successors, transferees or (further) assignees), the Assignee, acting through the signatories as defined vis-a-vis Credit Suisse on Credit Suisse’s bank forms, is obliged to notify such assignment (indicating the identity details of such third party as well as the date on which such assignment shall enter into legal effect) to Credit Suisse and to transfer all duties and obligations out of this Agreement to such third party who then shall sign a (new) tripartite agreement corresponding with the terms of this Agreement. Any such further assignment must be governed by Swiss law. Failing this, Credit Suisse is entitled but not obliged to apply the provisions of this Agreement vis-à-vis such third party.

When transferring the duties and obligations arising out of this Confirmation Agreement to a successor, transferee or (further) assignee the Transaction Parties shall procure that any such successor, transferee or (further) assignee provides the documentation required in connection with the applicable KYC requirements to Credit Suisse.

19. The Assignor will give by a separate instruction document an irrevocable authorization to the Assignee to dispose of the Accounts and the Assigned Assets. The Assignee will deliver Credit Suisse a specimen with signatures of persons entitled to sign in the name of and on behalf of it in relation to the Accounts and the Assigned Assets. Credit Suisse may only accept notices from the Assignee duly signed by such persons but, on the other hand, Credit Suisse can fully rely on this specimen and shall have no obligation to make any further inquiries.

20. In any event, this Agreement will be automatically terminated upon closing of all the Accounts or upon the reassignment of all Assigned Assets to the Client or upon Credit Suisse’s release from its obligations under this Agreement either by the Assignee or by any of the Assignee’s successors, transferees or (further) assignees.

21. Subject to the provisions contained herein, Credit Suisse’s General Conditions, as enclosed, are hereby acknowledged by the Transaction Parties and shall apply.

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22. This Agreement, which shall become effective upon (i) receipt of duplicates duly signed by the Transaction Parties (ii) the Client (lwyss@wwp.ch or ibuergi@wwp.ch) and the Assignee (oliver.widmer@pestalozzilaw.com or urs.kloeti@pestalozzilaw.com) having each confirmed by e-mail to Credit Suisse (antonino.catanese.2@credit-suisse.com and stephan.brechtbuehl@credit-suisse.com) that the Agreement shall become effective and such email notification to be followed by a written confirmation duly signed by the Client and the Assignee within three business days after such effective date (it is understood by the Client and the Assignee that such confirmation is to be sent to Credit Suisse on and subject to the occurrence of the commencement date of the underlying transaction), is governed by substantive Swiss law with the exception of the collision rules of Swiss international private law. Exclusive place of jurisdiction with respect to this Agreement is the Commercial Court (Handelsgericht) of the Canton of Zurich.

Credit Suisse Place, date:
Name:
	Name:
The Assignee GE Capital Bank AG Place, date:
Name:
	Name:
The Client Alcan Aluminum Valais S.A. Place, date:
Name:
	Name:

34

Attachments:
Enclosure:
-	Credit
Suisse General Conditions and Safe Custody Regulations
-	Fees
and commissions

35

36

37

38

39

40

41

42

43

44

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Anhang 2: Kontrollvereinbarung

Agreement regarding assignment of bank accounts

(the “Agreement”)

1. Credit Suisse AG, Paradeplatz 8, 8001 Zurich, Switzerland (“Credit Suisse”), takes note that its Client, Alcan Aluminum Valais S.A., 3960 Sierre, Switzerland, (the “Client”), has assigned for security purposes (“Sicherungszession”) to GE Capital Bank AG (the “Assignee”), Heinrich-von-Brentano-Str. 2,55130, Germany, as fiduciary security all present and future claims and monies standing to the credit of its accounts

-	no.
206097-21 / IBAN CH2104835020609721000 (assigned)
-	no.
206097-22-6 / IBAN CH1904835020609722006 (assigned)

(for the purpose of this Agreement referred to as the “Accounts” and the respective content of such Accounts the “Assigned assets”).

The Client and the Assignee together shall hereinafter be referred to as the “Transaction Parties”.

2. Credit Suisse herewith confirms that it has taken note of such assignment (the “Assignment”) and of the Assignee’s security interest in the Assigned Assets and will hold the Assigned Assets in the Assignee’s favour, subject to the provisions hereafter.

3. Any accrued interest on the Assigned Assets shall be credited to the Accounts.

4. Subject to the provisions contained in this Agreement Credit Suisse waives all rights, such as right of lien, retention rights, rights of set-off, assignment rights or any other charge it may have with regard to the Assigned Assets, now or at any time hereafter. On the other hand, neither of the Transaction Parties is entitled to set-off any Assigned Assets against any claim Credit Suisse may have or acquire against such Transaction Party.

5. Credit Suisse is authorized to indicate the Assignment on the respective bank statements and bank advices (e.g. “assigned” or “assigned to a third party”). The Transaction Parties shall not produce or submit such bank statements and bank advices to any third parties without Credit Suisse’s prior consent, provided, however, that the Transaction Parties may disclose to any person with whom they are proposing to enter into (or have entered into) any kind of assignment, transfer or accession in relation to this Agreement any information relating to this Agreement (including such bank statements and bank advices). In any event, the Transaction Parties warrant that they will not use such bank statements vis-à-vis third parties or authorities if such use may cause misunderstandings or results in misleading conclusions with regard to the availability and the creditorship of the Assigned Assets.

6. As of the date and subject to the provisions of this Agreement, Credit Suisse shall block the Accounts in favor of the Assignee or any of the Assignee’s successors, transferees or (further) assignees and Credit Suisse shall transfer and/or release the Assigned Assets then existing as per the instructions received by the Assignee.

7. The blocking of the Accounts shall not affect the right of the Client to receive from Credit Suisse any information relating to the Assigned Assets as long as the Assigned Assets are held in the Accounts.

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8. Credit Suisse shall send to the Assignee, duplicates of all bank statements in respect of the Assigned Assets.

9. In any case, Credit Suisse reserves the right not to comply with any instruction from the Client and/or the Assignee if compliance with such instruction is not permitted by law or to the extent that compliance with such instruction would be in conflict with any rule, measure or requirement of any authority Credit Suisse is bound to or reasonably expected to comply with. On a best efforts basis and to the extent permitted by law Credit Suisse undertakes to inform the Assignee immediately on any such rule, measure or requirement but is not obliged to represent the Assignee or any of the Assignee’s successors, transferees or (further) assignees and/or the Client before any such authority or in any proceedings.

10. Furthermore, Credit Suisse is entitled to disclose information regarding the Assigned Assets to the competent offices and authorities where requested or required by law, or by any court of competent jurisdiction or any competent judicial, governmental, supervisory or official body to whose rules, measures or requirements Credit Suisse is bound to or reasonably expected to comply with.

11. The Assigned Assets, to the extent they are held in cash, shall be held on current accounts only.

12. The Client hereby irrevocably undertakes to comply with the procedures agreed in this Agreement and authorizes Credit Suisse to establish with the Assignee or any of the Assignee’s successors, transferees or (further) assignees any contact necessary in connection with this Agreement and, to this extent, releases Credit Suisse from its banking secrecy and data protection obligations. Instructions from the Client that are in conflict with the provisions of this Agreement shall not affect Credit Suisse’s obligations under this Agreement but, instead, Credit Suisse shall remain entitled to make available the Assigned Assets to the Assignee or any of the Assignee’s successors, transferees or (further) assignees as agreed herein.

13. Credit Suisse is authorized to charge a one-time fee of CHF 6’000.00 in connection with the Assignment expenses for the Accounts. Furthermore, Credit Suisse remains authorized to charge its fees in the amount of CHF 2’000.00 per year in connection with its role under this Agreement plus (ordinary) commissions as account bank as well as any additional expenses and costs incurred for any related services. Changes shall be notified to the Transaction Parties in advance. For appointments of further successor agents a fee in a range between CHF 500.00 and CHF 2’000.00 (dependent on the complexity of the transaction) will be charged.

14. Credit Suisse reserves its right to terminate the banking relationship with the Client at any time in accordance with its General Conditions but it shall promptly notify the Assignee or any of the Assignee’s successors, transferees or (further) assignees in advance thereof and keep the Assigned Assets blocked in the Assignee’s or the Assignee’s successors’, transferees’ or (further) assignees’ favour until receipt of the Assignee’s or its successors’, transferees’ or (further) assignees’ instructions or consent to a transfer of the Assigned Assets. Failing receipt of such instructions within five working days Credit Suisse is authorized to make available the Assigned Assets to the Assignee or its successors, transferees or (further) assignees without any further notice.

15. In case of dispute regarding the entitlement towards the Assigned Assets Credit Suisse reserves the right to effect payment of the Assigned Assets to a deposit account of the Zurich district court according to art. 92, 96 and/or 168 of the Swiss Code of Obligations. By doing so, Credit Suisse shall be fully released from its payment obligations.

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16. The Transaction Parties take note that Credit Suisse is not and does not intend to be a party to the assignment agreement nor to any other agreement between the Transaction Parties (other than this Agreement) and that Credit Suisse does not undertake any obligation and responsibility other than obligations and responsibilities contained in this Agreement Unless being advised to the contrary and subject to the provisions contained herein, Credit Suisse may assume that all instructions given by the appointed signatories with regard to the Assigned Assets are in compliance with agreements made between the Transaction Parties.

17. Any notice to Credit Suisse under this Agreement has to be sent as a “matter of urgency” to:

Credit Suisse

Mr. Stephan Brechtbühl

SGLS 23

Giesshübelstrasse 30

CH-8070 Zürich

Fax: +41 44 333 40 41

Phone: +41 44 333 64 26

A confirmed notice has to be sent by fax first and confirmed by mail or courier thereafter.

Any instructions relating to or in connection with this Agreement shall be made to Credit Suisse on Zurich bank working days during business hours (08:00 – 17:30 local time Zurich) and shall be sent to the above mentioned address or such other address notified by Credit Suisse in writing to the Transaction Parties at their correspondence addresses as indicated in clause 1 of this Agreement.

18. If the Assignee intends to assign its rights related to the Assigned Assets to a third party (successors, transferees or (further) assignees), the Assignee, acting through the signatories as defined vis-a-vis Credit Suisse on Credit Suisse’s bank forms, is obliged to notify such assignment (indicating the identity details of such third party as well as the date on which such assignment shall enter into legal effect) to Credit Suisse and to transfer all duties and obligations out of this Agreement to such third party who then shall sign a (new) tripartite agreement corresponding with the terms of this Agreement. Any such further assignment must be governed by Swiss law. Failing this, Credit Suisse is entitled but not obliged to apply the provisions of this Agreement vis-à-vis such third party.

When transferring the duties and obligations arising out of this Confirmation Agreement to a successor, transferee or (further) assignee the Transaction Parties shall procure that any such successor, transferee or (further) assignee provides the documentation required in connection with the applicable KYC requirements to Credit Suisse.

19. The Assignor will give by a separate instruction document an irrevocable authorization to the Assignee to dispose of the Accounts and the Assigned Assets. The Assignee will deliver Credit Suisse a specimen with signatures of persons entitled to sign in the name of and on behalf of it in relation to the Accounts and the Assigned Assets. Credit Suisse may only accept notices from the Assignee duly signed by such persons but, on the other hand, Credit Suisse can fully rely on this specimen and shall have no obligation to make any further inquiries.

20. In any event, this Agreement will be automatically terminated upon closing of all the Accounts or upon the reassignment of all Assigned Assets to the Client or upon Credit Suisse’s release from its obligations under this Agreement either by the Assignee or by any of the Assignee’s successors, transferees or (further) assignees.

21. Subject to the provisions contained herein, Credit Suisse’s General Conditions, as enclosed, are hereby acknowledged by the Transaction Parties and shall apply.

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22. This Agreement, which shall become effective upon (i) receipt of duplicates duly signed by the Transaction Parties (ii) the Client (lwyss@wwp.ch or ibuergi@wwp.ch) and the Assignee (oliver.widmer@pestalozzilaw.com or urs.kloeti@pestalozzilaw.com) having each confirmed by e-mail to Credit Suisse (antonino.catanese.2@credit-suisse.com and stephan.brechtbuehl@credit-suisse.com) that the Agreement shall become effective and such email notification to be followed by a written confirmation duly signed by the Client and the Assignee within three business days after such effective date (it is understood by the Client and the Assignee that such confirmation is to be sent to Credit Suisse on and subject to the occurrence of the commencement date of the underlying transaction), is governed by substantive Swiss law with the exception of the collision rules of Swiss international private law. Exclusive place of jurisdiction with respect to this Agreement is the Commercial Court (Handelsgericht) of the Canton of Zurich.

Credit Suisse Place, date:
Name:
	Name:
The Assignee GE Capital Bank AG Place, date:
Name:
	Name:
The Client Alcan Aluminum Valais S.A. Place, date:
Name:
	Name:

49

Attachments:
Enclosure:
-	Credit
Suisse General Conditions and Safe Custody Regulations
-	Fees
and commissions

50