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Amended And Restated Term Loan Agreement, Dated As of 12/19/2006

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Sectors: Metals and Mining
Governing Law: New York, View New York State Laws
Effective Date: August 01, 2006
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Exhibit 10.2

EXECUTION COPY

AMENDED AND RESTATED TERM LOAN AGREEMENT among

ALERIS INTERNATIONAL, INC.,

AURORA ACQUISITION MERGER SUB, INC.

(to be merged with and into Aleris International, Inc.),

ALERIS DEUTSCHLAND HOLDING GMBH, VARIOUS LENDERS,

DEUTSCHE BANK AG NEW YORK BRANCH,

as ADMINISTRATIVE AGENT,

GOLDMAN SACHS CREDIT PARTNERS L.P.,

as SYNDICATION AGENT,

and

PNC BANK, NATIONAL ASSOCIATION, NATIONAL CITY BUSINESS CREDIT, INC.

and

KEY BANK NATIONAL ASSOCIATION

as CO-DOCUMENTATION AGENTS

Dated as of August 1, 2006

and amended and restated as of December 19, 2006

GOLDMAN SACHS CREDIT PARTNERS L.P.

and

DEUTSCHE BANK SECURITIES INC.

as JOINT LEAD ARRANGERS and

JOINT BOOK RUNNING MANAGERS

EXECUTION COPY


SECTION 1. Defined Terms 2

SECTION 2. Amount and Terms of Credit 56

2.01 The Commitments 56

2.02 Minimum Amount of Each Borrowing; Limitation on Euro Rate Loans 56

2.03 Notice of Borrowing 57

2.04 Disbursement of Funds 57

2.05 Notes 58

2.06 Conversions 59

2.07 Pro Rata Borrowings 60

2.08 Interest 60

2.09 Interest Periods for Euro Rate Loans 61

2.10 Increased Costs, Illegality, etc. 62

2.11 Compensation 64

2.12 Change of Lending Office 65

2.13 Replacement of Lenders 66

2.14 Special Provisions Applicable to Lenders Upon the Occurrence of a Conversion Event 67

SECTION 3. Fees 67

3.01 Fees 67

3.02 Commitments 67

3.03 Mandatory Reduction of Commitments 67

SECTION 4. Prepayments; Payments; Taxes 68

4.01 Voluntary Prepayments 68

4.02 Mandatory Repayments 69

4.03 Payments and Computations 74

4.04 Net Payments 75

SECTION 5. Conditions Precedent to Loans on the Restatement Effective Date 78

5.01 Execution of Agreement; Notes 79

5.02 Opinions of Counsel 79

5.03 Corporate Documents; Proceedings; etc. 79

5.04 Consummation of the Merger 80

5.05 Equity Financing, New Notes, Revolving Loans, etc. 80

5.06 Refinancing; Excess Availability 80

5.07 Adverse Change 81

5.08 Credit Document Acknowledgement; Security Document Amendments; Pledge Agreements; Luxco Guaranty, etc. 81

5.09 Mortgage; Title Insurance; Landlord Waivers; etc. 84

5.10 Intercreditor Agreement 85

5.11 Financial Statements; Projections 85

5.12 Solvency Certificate; Insurance Certificates 86

5.13 Fees, etc. 86

5.14 Merger Agreement Representations and Warranties 86

5.15 No Default; Representations and Warranties 86

5.16 Notice of Borrowing 86

SECTION 6. Representations and Warranties 87

6.01 Organizational Status 87

6.02 Power and Authority 87

6.03 No Violation 87

6.04 Approvals 88

6.05 Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; No Material Adverse Effect 88

6.06 Litigation 90

6.07 True and Complete Disclosure 90

6.08 Use of Proceeds; Margin Regulations 90

6.09 Tax Returns and Payments 90

6.10 Compliance with ERISA 90

6.11 The Security Documents 91

6.12 Properties 92

6.13 Subsidiaries; etc. 92

6.14 Compliance with Statutes, etc. 93

6.15 Investment Company Act 93

6.16 Environmental Matters 93

6.17 Employment and Labor Relations 93

6.18 Intellectual Property, etc. 94

6.19 Indebtedness 94

6.20 Insurance 94

6.21 Senior Indebtedness 94

SECTION 7. Affirmative Covenants 94

7.01 Information Covenants 94

7.02 Notice of Material Events 97

7.03 Existence; Franchises 98

7.04 Performance of Obligations 98

7.05 Maintenance of Properties 98

7.06 Books and Records; Inspection Rights 98

7.07 Compliance with Laws. 99

7.08 Use of Proceeds 99

7.09 Insurance 99

7.10 New Subsidiaries; Additional Security; Further Assurances; etc. 99

7.11 Designated Senior Indebtedness 102

SECTION 8. Negative Covenants 102

8.01 Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock 102

8.02 Limitations on Liens 109

8.03 Merger, Consolidation or Sale of All or Substantially All Assets 109

8.04 Limitation on Restricted Payments 111

8.05 Limitations on Transactions with Affiliates 118

8.06 Limitations on Asset Sales 120

8.07 Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries 122

8.08 Limitations on Guarantees of Indebtedness by Restricted Subsidiaries 124

8.09 Limitations on Sale and Lease-Back Transactions 124

8.10 Amendments to Subordination Provisions 125

8.11 Business of Aleris and Restricted Subsidiaries 125

8.12 Changes to Legal Names, Organizational Identification Numbers, Jurisdiction or Type or Organization 125

8.13 Negative Covenants of Non U.S. Credit Parties 126

SECTION 9. Events of Default 126

9.01 Payments 126

9.02 Representations, etc. 126

9.03 Covenants 126

9.04 Default Under Other Agreements 126

9.05 Bankruptcy, etc. 127

9.06 Judgments 127

9.07 Guaranties 128

9.08 Security Documents 128

9.09 Additional Agreements 128

9.10 Change of Control 128

SECTION 10. The Administrative Agent and Collateral Agent 129

10.01 Appointment 129

10.02 Nature of Duties 129

10.03 Lack of Reliance on the Administrative Agent 130

10.04 Certain Rights of the Administrative Agent 130

10.05 Reliance 130

10.06 Indemnification 131

10.07 The Administrative Agent in its Individual Capacity 131

10.08 Holders 131

10.09 Resignation by the Administrative Agent 132

10.10 Collateral Matters 132

10.11 Amendments to Guaranties and Security Documents on the Restatement Effective Date 133

10.12 Delivery of Information 134

SECTION 11. Miscellaneous 134

11.01 Payment of Expenses, etc. 134

11.02 Right of Setoff 135

11.03 Notices 136

11.04 Benefit of Agreement; Assignments; Participations 137

11.05 No Waiver; Remedies Cumulative 139

11.06 Payments Pro Rata 139

11.07 Calculations; Computations 140

11.08 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL 140

11.09 Counterparts 142

11.10 Effectiveness 142

11.11 Headings Descriptive 142

11.12 Amendment or Waiver; etc. 143

11.13 Survival 145

11.14 Domicile of Loans 145

11.15 Register 145

11.16 Confidentiality 145

11.17 INTERCREDITOR AGREEMENT 146

11.18 Aleris as Agent for the German Borrowers 147

11.19 Special Provisions Regarding Pledges of Equity Interests in, and Promissory Notes Owed by, Persons Not Organized in the United States 148

11.20 Post-Closing Actions 148

11.21 The PATRIOT Act 149

11.22 Judgment Currency 149

11.23 Pledges of Bank Accounts Under General Terms and Conditions 150

11.24 Abstract Acknowledgment of Indebtedness and Joint Creditorship 150

11.25 Special Appointment of Collateral Agent for German Security 151

11.26 Absence of Back-to-Back Financing 152

11.27 Conflicting Provisions in Security Documents 154 SECTION 12. U.S. Borrower Guaranty 154

12.01 Guaranty 154

12.02 Reinstatement 154

12.03 Bankruptcy 155

12.04 Nature of Liability 155

12.05 Independent Obligation 155

12.06 Authorization 155

12.07 Reliance 156

12.08 Waiver 156

12.09 Maximum Liability 158 SECTION 13. Limitation on German Borrower Obligations 158

SCHEDULES


SCHEDULE I - Commitments

SCHEDULE II - Lender Addresses

SCHEDULE III - Real Property

SCHEDULE IV - Certain Tax Matters

SCHEDULE V - Subsidiaries

SCHEDULE VI - Existing Indebtedness

SCHEDULE VII - Insurance

SCHEDULE VIII - Existing Liens

SCHEDULE IX - Existing Investments

SCHEDULE X - Designated Assets

SCHEDULE XI - Post-Closing Actions

SCHEDULE XII - Unrestricted Subsidiaries

SCHEDULE XIII - Aleris' Website for Electronic Delivery

SCHEDULE XIV - Labor Matters

SCHEDULE XV - Immaterial Subsidiaries

SCHEDULE XVI - Local Law Pledge Agreements

EXHIBITS


EXHIBIT A-1 - Notice of Borrowing

EXHIBIT A-2 - Notice of Conversion/Continuation

EXHIBIT B-1 - U.S. Term Note

EXHIBIT B-2 - German Term Note

EXHIBIT C - Section 4.04(b)(ii) Certificate

EXHIBIT D-1 - Opinion of Fried, Frank, Harris, Shriver & Jacobson

EXHIBIT D-2 - Opinion of Fried, Frank, Harris, Shriver & Jacobson

EXHIBIT E - Officers' Certificate

EXHIBIT F-1 - U.S. Pledge Agreement

EXHIBIT F-2 - European Parent Pledge Agreement

EXHIBIT F-3 - Credit Document Acknowledgment and Amendment

EXHIBIT G-1 - U.S. Subsidiaries Guaranty

EXHIBIT G-2 - European Subsidiaries Guaranty

EXHIBIT G-3 - European Parent Guaranty

EXHIBIT H - U.S. Security Agreement

EXHIBIT I - Solvency Certificate

EXHIBIT J - Compliance Certificate

EXHIBIT K - [Intentionally Omitted]

EXHIBIT L - Term Creditor Mortgage

EXHIBIT M - Intercreditor Agreement

EXHIBIT N - Certification for presentation to the Tax Office for purposes of Section 8a of Germany' s Corporation Tax Law

EXHIBIT O - Joinder Agreement

EXECUTION COPY

AMENDED AND RESTATED TERM LOAN AGREEMENT, dated as of August 1, 2006 and amended and restated as of December 19, 2006, among AURORA ACQUISITION MERGER SUB, INC., a Delaware corporation (" Merger Sub" ) to be merged with and into ALERIS INTERNATIONAL, INC., a Delaware corporation (" Aleris" ), Aleris, ALERIS DEUTSCHLAND HOLDING GMBH, a company with limited liability formed under the laws of Germany (the " German Borrower" and, together with the U.S. Borrower (as defined below), collectively, the " Borrowers" and each, a " Borrower" ), the Lenders party hereto from time to time, PNC BANK, NATIONAL ASSOCIATION, NATIONAL CITY BUSINESS CREDIT and KEY BANK NATIONAL ASSOCIATION, as co-documentation agents, GOLDMAN SACHS CREDIT PARTNERS L.P., as syndication agent and DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (in such capacity, the " Administrative Agent" ).

W I T N E S S E T H : WHEREAS, the Borrowers, the Existing Lenders and the Administrative Agent are parties to a Term Loan Agreement, dated as of August 1, 2006 (as the same has been amended, modified or supplemented to, but not including the Restatement Effective Date, the " Existing Term Loan Agreement" );

WHEREAS, the Borrowers have requested that the Existing Term Loan Agreement be amended and restated in its entirety and, subject to and upon the terms and conditions set forth herein, the Borrowers have requested the credit facilities more fully provided pursuant to the terms of this Agreement, namely (i) the facility evidenced by the German Commitments (and the loans made pursuant thereto), which loans shall be made to the German Borrower and (ii) the facility evidenced by the U.S. Commitments (and the loans made pursuant thereto), which loans shall be made to the U.S. Borrower; and

WHEREAS, the loans to the German Borrower hereunder shall be guaranteed by the U.S. Credit Parties, the European Parent Guarantors and Subsidiaries of the German Borrower (but shall not be guaranteed by the Swiss CE and the Distribution Subsidiaries); and

WHEREAS, all obligations of the U.S. Credit Parties hereunder (whether as borrowers or guarantors) shall be secured pursuant to the relevant U.S. Security Documents executed and delivered by the U.S. Credit Parties, with the intent being that (x) First Priority security interests be granted to secure the Term Obligations in all Term Priority Collateral of the U.S. Credit Parties and (y) second priority security interests be granted to secure the Term Obligations in all ABL Priority Collateral of the U.S. Credit Parties; and WHEREAS, all obligations of the European Credit Parties (whether as borrowers or guarantors) shall be secured by First Priority security interest in all Collateral provided by the German Borrower and certain European Subsidiary Guarantors; and

WHEREAS, Collateral consisting of all Equity Interests in the European Parent Guarantors and any Collateral provided by them pursuant to the Security Documents entered into and delivered by them will be shared (with the creditors pursuant to the ABL Credit Agreement

and any refinancing thereof as permitted pursuant to the Intercreditor Agreement) on the basis provided in the Intercreditor Agreement; and WHEREAS, the ABL Credit Agreement is being entered into substantially concurrently with the amendment and restatement of this Agreement, and all Collateral provided by the U.S. Credit Parties is intended to provide the ABL Secured Parties pursuant to the ABL Credit Agreement with second priority security interests in the Term Priority Collateral, and with First Priority security interests in the ABL Priority Collateral, granted pursuant to the relevant security documents securing the ABL Obligations; and

WHEREAS, a portion of the loans made available pursuant to the ABL Credit Agreement shall be borrowed directly by the Swiss CE, which, as of the Restatement Effective Date, shall be a sister subsidiary of the German Borrower (with each of the German Borrower and the Swiss CE being owned by a common parent which is a European Parent Guarantor), and the ABL Obligations may be secured by assets of the Swiss CE and the Distribution Subsidiaries, which assets shall not secure the Term Obligations; and WHEREAS, this Agreement (and all Lenders from time to time party hereto) shall be subject to the terms and conditions of the Intercreditor Agreement, which more fully describes the sharing arrangements referenced above (and which in the event of any conflict with this Agreement, including the above description, shall be binding); and WHEREAS, subject to the terms and conditions of this Agreement and the other Credit Documents, and subject to the terms of the Intercreditor Agreement, the Lenders are willing, subject to and upon the terms and conditions set forth herein, to amend and restate the Existing Term Loan Agreement, and to make available to the Borrowers the respective credit facilities provided for herein;

NOW, THEREFORE, IT IS AGREED:

SECTION 1. Defined Terms . As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined): " ABL Collateral Agent" shall mean the " Collateral Agent" as defined in the ABL Credit Agreement. " ABL Credit Agreement" shall mean the amended and restated credit agreement, dated as of August 1, 2006 and amended and restated as of the date hereof, by and among Aleris, each other U.S. Borrower party thereto, Corus S.E.C./Corus L.P., acting and represented by its general partner Corus Aluminum Inc., Aleris Switzerland GmbH, each other Subsidiary of Aleris party thereto, the lenders party thereto from time to time, Deutsche Bank AG New York Branch, as Administrative Agent, and Deutsche Bank AG, Canada Branch, as Canadian Administrative Agent, as it may be amended (including any amendment and restatement thereof), extended, renewed, restated, supplemented or otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions, provided that any increase in amount is permitted under Section 8.01 ) from time to time, including one or more credit facilities, credit agreements, loan agreements, indentures, commercial paper facilities or


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similar agreements extending the maturity of, refinancing, refunding, replacing or otherwise restructuring (including increasing the amount of available borrowings thereunder or adding Subsidiaries of Aleris as additional borrowers or guarantors thereunder; provided that any increase in amount is permitted under Section 8.01 and the incurrence of such obligations by any additional borrowers is permitted under Sections 8.01 and 8.02 ) all or any portion of the Indebtedness under such agreement or agreements or any successor or replacement agreement or agreements and whether by the same or any other agent, lender or group of lenders, or other investors and whether involving the same or different group of Aleris and its Subsidiaries as principal obligors or guarantors; provided that, in the event it is secured by any Collateral securing the obligations under the Credit Documents, the parties to any such credit facilities, credit agreements, loan agreements, indentures, commercial paper facilities or similar agreements (or any agent on their behalf) shall have executed the Intercreditor Agreement or the joinder agreement in respect thereof.

" ABL Obligations" shall mean the ABL Obligations under (and as defined in) the ABL Credit Agreement.

" ABL Priority Collateral" shall mean and shall include all " ABL Priority Collateral" as defined in the Intercreditor Agreement.

" ABL Secured Parties" shall have the meaning provided in the ABL Credit Agreement.

" ABL Security Documents" shall mean " Security Documents" as defined in the ABL Credit Agreement.

" Account" shall mean an " account" (as such term is defined in Article 9 of the UCC), and any and all supporting obligations (as such term is defined in Article 9 of the UCC) in respect thereof.

" Acquired Indebtedness" shall mean, with respect to any specified Person, (a) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Restricted Subsidiary of such specified Person, and (b) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

" Additional Interest" shall mean all liquidated damages then owing pursuant to the Registration Rights Agreement.

" Additional Security Document" shall mean each additional security agreement, pledge, mortgage or other document granting a lien in the Collateral delivered pursuant to Section 7.10 (as amended, modified or supplemented from time to time).

" Adjustment Date" shall mean the first day of each Fiscal Quarter of Aleris.


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" Administrative Agent" shall mean DBNY, in its capacity as Administrative Agent for the Lenders hereunder, and shall include any successor to the Administrative Agent appointed pursuant to Section 10.09 .

" Affected Loans" shall have the meaning provided in Section 4.02(i).

" Affiliate" shall mean, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. A Person shall be deemed to control another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise; provided , however , that neither the Administrative Agent nor any Lender nor any Affiliate thereof shall, as a result of its acting as such, be considered an Affiliate of Aleris or any Subsidiary thereof.

" Affiliate Transaction" has the meaning provided in Section 8.05 .

" Agents" shall mean the Administrative Agent, the Collateral Agent, the Syndication Agent, the Co-Documentation Agents and the Joint Lead Arrangers. " Agreement" shall mean this Amended and Restated Credit Agreement, as modified, supplemented, amended, restated (including any amendment and restatement hereof), extended or renewed from time to time.

" Aleris" shall have the meaning provided in the first paragraph of this Agreement.

" Applicable Excess Cash Flow Repayment Percentage" shall mean 50%; provided , however , that (i) if the Consolidated Leverage Ratio of Aleris and its Subsidiaries as of the last day of the applicable Excess Cash Flow Payment Period is equal to or less than 2.75:1.00 but greater than 2.25:1.00, then the Applicable Excess Cash Flow Repayment Percentage instead shall be 25%, and (ii) if the Consolidated Leverage Ratio of Aleris and its Subsidiaries as of the last day of the applicable Excess Cash Flow Payment Period is equal to or less than 2.25:1.00, then the Applicable Excess Cash Flow Repayment Percentage shall be 0%.

" Applicable Margin" shall mean (x) if prior to the date a certificate is delivered pursuant to Section 7.01(c) in respect of the Fiscal Quarter ending March 31, 2007, a percentage per annum equal to (I) in the case of U.S. Loans maintained as (A) Base Rate Loans, 1.375% and (B) Eurodollar Loans, 2.375% and (II) in the case of German Loans maintained as Euro Rate Loans, 2.50% and (y) if on or after the date a certificate is delivered pursuant to Section 7.01(c) in respect of the Fiscal Quarter ending March 31, 2007, the percentage per annum set forth below opposite the respective Level ( i.e ., Level 1 or Level 2, as the case may be) of the Consolidated Leverage Ratio indicated to have been achieved as set forth in the most recent certificate delivered pursuant to Section 7.01(c) :


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Level

Consolidated
Leverage Ratio

U.S. Loans
maintained as
Eurodollar Loans

U.S. Loans
maintained as
Base Rate
Loans

German Loans
maintained as
Euro Rate Loans

2 Greater than or
equal to 4.00:1.00 2.375% 1.375% 2.50%

1 Less than
4.00:1.00 2.125% 1.125% 2.25%

The Applicable Margins as so determined shall become effective as of the first Business Day immediately following the date a certificate is delivered pursuant to Section 7.01(c) ; provided that if an Event of Default shall have occurred and be continuing at the time any reduction in the Applicable Margin would otherwise be implemented, no reduction shall be implemented until the date on which such Event of Default shall have been cured or waived.

" Asset Sale" shall mean (a) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a Sale and Lease-Back Transaction) of Aleris or any Restricted Subsidiary (each referred to in this definition as a " disposition" ), and (b) the issuance or sale of Equity Interests of any Restricted Subsidiary, whether in a single transaction or a series of related transactions, in each case, other than:

(i) a disposition of cash, Cash Equivalents or Investment Grade Securities or excess, damaged, obsolete or worn out assets in the ordinary course of business or any disposition of inventory or goods held for sale in the ordinary course of business; (ii) the disposition of all or substantially all of the assets of Aleris in a manner permitted pursuant to Section 8.03 or any disposition that constitutes a Change of Control;

(iii) the making of any Permitted Investment or the making of any Restricted Payment that is not prohibited by Section 8.04 ;

(iv) any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary, in each case that do not or would not upon issuance constitute Fixed Assets, in any transaction or series of transactions with an aggregate fair market value of less than $25,000,000;

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(v) any disposition of Fixed Assets in any transaction or series of transactions with an applicable fair market value of less than $10,000,000;

(vi) any disposition of property or assets or issuance of securities by a Restricted Subsidiary to Aleris or by Aleris or a Restricted Subsidiary to a Restricted Subsidiary;

(vii) to the extent allowable under Section 1031 of the Code, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

(viii) the lease, assignment, license, sub-license or sub-lease of any real or personal property in the ordinary course of business; (ix) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary; (x) foreclosures on assets;

(xi) sales of accounts receivable, or participations therein, in connection with any Receivables Facility; and

(xii) the unwinding of any Hedging Obligations.

" Assignment and Assumption Agreement" shall mean an Assignment and Assumption Agreement in form and substance reasonably satisfactory to the Administrative Agent.

" Attributable Debt" in respect of a Sale and Lease-Back Transaction shall mean, as at the time of determination, the present value (discounted at the cash interest rate borne by the Loans, compounded annually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Lease-Back Transaction (including any period for which such lease has been extended); provided , however , that if such Sale and Lease-Back Transaction results in a Capitalized Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of " Capitalized Lease Obligation" . " Available Currency" shall mean (i) with respect to U.S. Loans, U.S. Dollars and (ii) with respect to German Loans, Euros.

" Bank Certificate" shall have the meaning provided in Section 11.26(a) . " Bankruptcy Code" shall mean Title 11 of the United States Code entitled " Bankruptcy," as now or hereafter in effect, or any successor thereto.

" Base Rate" shall mean, at any time, the higher of (i) the Prime Lending Rate at such time and (ii) 1/2 of 1% in excess of the overnight Federal Funds Rate at such time.


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" Base Rate Loan" shall mean each Loan designated or deemed designated as such by the U.S. Borrower at the time of the incurrence thereof or conversion thereto.

" Borrowers" shall have the meaning provided in the first paragraph of this Agreement. Unless the context otherwise requires, each reference in this Agreement to " each Borrower" or " the respective Borrower" shall be deemed to be a reference to (x) the U.S. Borrower or (y) the German Borrower, as the case may be.

" Borrowing" shall mean the borrowing of one Type of Loan of a single Tranche by either the U.S. Borrower or the German Borrower, from all the Lenders having Commitments of the respective Tranche on the Restatement Effective Date (or resulting from a conversion or conversions on a given date) having in the case of Euro Rate Loans the same Interest Period, provided that Base Rate Loans incurred pursuant to Section 2.10(b) shall be considered part of the related Borrowing of Euro Rate Loans. " Business Day" shall mean (i) for all purposes other than as covered by clause (ii) below, any day except Saturday, Sunday and any day which shall be in New York City a legal holiday or a day on which banking institutions are authorized or required by law or other government actio
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