Teksid Aluminum Luxembourg S.a r.l., S.C.A. Receives Requisite Consents to Amendments to the Indenture; Completed Sale of its Italian Operations to Fiat Powertrain Technologies S.p.A.



    Teksid Aluminum Luxembourg S.a r.l., S.C.A

    CARMAGNOLA, Italy, Aug. 9 /CNW/ - Teksid Aluminum Luxembourg S.a r.l.,
S.C.A. (the "Company") announced that, as of 12:00 P.M., New York City time
(5:00 P.M., London time), on Tuesday, August 7, 2007, consents representing
approximately 52% of the EUR205,598,000 aggregate principal amount of its
outstanding 11 3/8% Senior Notes due 2011 (the "Senior Notes") have been
validly delivered pursuant to its previously announced solicitation of
consents pursuant to a consent solicitation statement, dated as of August 2,
2007, as amended on August 3, 2007 (the "Statement"), to implement certain
proposed amendments (as described below) to the indenture governing the Senior
Notes (the "Indenture"). Consequently, the Company, the note guarantors and
the trustee executed a supplemental indenture (the "Supplemental Indenture")
on Tuesday, August 7, 2007. Accordingly, the proposed amendments have become
operative in accordance with their terms.
    The consent solicitation expired on Wednesday, August 8, 2007 at
10:00 A.M., New York City time (3:00 P.M., London time) at which time consents
representing approximately 78% of Senior Notes had been validly delivered.
    The indenture amendments: (i) allow the sale of Teksid Aluminum S.r.l.
and, indirectly, its subsidiary Teksid Aluminum Getti Speciali S.r.l.(together
with Teksid Aluminum S.r.l., the "Fiat Sold Companies") to Fiat Powertrain
Technologies S.p.A.(the "Fiat Sale") pursuant to an agreement, dated July 25,
2007, as amended on August 3, 2007 (the "Fiat Sale Agreement") (as such
agreement may be further amended in accordance with the terms of the
Statement); (ii) allow the repayment or settlement of certain intercompany
obligations, including the obligations owed by the Company and TK
Aluminum-Luxembourg Finance S.a r.l. to the Fiat Sold Companies and the
obligations owed by the Fiat Sold Companies to certain of the Company's
indirect subsidiaries organized under the laws of France (the "French
Entities"); (iii) permit the transfer of the quotas held by the Company in
Teksid Aluminum Getti Speciali S.r.l. to Teksid Aluminum S.r.l.; (iv) extend
the time by which an offer to purchase Senior Notes with the proceeds of the
sales of each of Teksid Aluminum Poland Sp. z o.o., the Company's indirectly
held minority equity interest in Nanjing Teksid Aluminum Foundry and the
Company's equity interest in Cevher Dokum Sanayi A.S. is to be made to no
later than October 15, 2007; and (v) extend the time by which an offer to
purchase Senior Notes with the proceeds of each of the Fiat Payment (as
defined in the Indenture) and the Escrow Amount (as defined in the Indenture)
is to be made to no later than ten (10) business days after receipt of such
payments, but in no event prior to October 15, 2007.
    In addition the Company announced today that on August 8, 2007 it
completed the Fiat Sale on the previously disclosed terms set forth in the
Statement.
    Pursuant to the terms of the Fiat Sale Agreement, Fiat Powertrain
purchased the Fiat Sold Companies for EUR100, subject to certain conditions,
including a EUR10 million cash payment from the Company to the Fiat Sold
Companies.
    The Company received EUR13 million of the EUR18 million Fiat Payment (as
defined in the Indenture). As previously disclosed, in connection with the
Fiat Sale Agreement, the Company executed an escrow agreement, dated July 25,
2007, as amended on August 3, 2007 (the "Fiat Escrow Agreement"), which
provides that (i) EUR2 million of the remaining EUR5 million of the Fiat
Payment shall be held "in escrow" for a period of up to 18 months from the
closing of the Fiat Sale and in accordance with the terms of the Fiat Sale
Agreement and the Fiat Escrow Agreement and (ii) the remaining EUR3 million of
the Fiat Payment would be paid to the Company at the closing of the Fiat Sale.
The Escrow Fiat Payment may be released prior to 18 months from the closing
date of the Fiat Sale upon certain events of release. Such events of release
include the date on which all transactions, receivables and indebtedness
between, to or from the Fiat Sold Companies, on the one hand, and certain of
the French Entities, on the other hand, required to be settled pursuant to the
Fiat Sale Agreement are settled either (*) as set forth in specific transaction
steps attached to the Fiat Sale Agreement or (y) in cash or by set off based
on principles of applicable law. In connection with the closing of the Fiat
Sale, the remaining EUR3 million of the Fiat Payment was paid and the EUR2
million held in escrow was released to the Company pursuant to the terms of
the Escrow Agreement.

    This announcement is for informational purposes only and does not
constitute an invitation to participate in the consent solicitation in any
jurisdiction in which, or to or from any person to or from whom it is unlawful
to make such invitation under applicable securities laws. The distribution of
this announcement in certain jurisdictions may be restricted by law. Persons
into whose possession this document comes are required to inform themselves
about, and to observe any such restrictions. The consent solicitation was made
only by the Statement dated August 2, 2007, as amended.

    Cautionary Note Regarding Forward-Looking Statements

    This press release contains forward-looking statements within the meaning
of the federal securities laws relating to the consent solicitation. These
statements are based upon management's current expectations and beliefs and
are subject to certain risks and uncertainties that could cause actual results
to differ materially from those described in the forward-looking statements.
These risks and uncertainties include market conditions and other factors
beyond the Company's control and the risk factors and other cautionary
statements discussed in the Statement.





For further information:

For further information: and for copies of the Statement please contact:
The Bank of New York and The Bank of New York (Luxembourg) S.A. at One Canada
Square, London E14 5AL, England, Attention: Corporate Trust Administration,
e-mail:phoward@bankofny.com and/or alexshaw@bankofny.com, Tel:
+44-207-964-6873 and/or +44-207-964-8873, in their capacity as Information
Agents and Tabulation Agents in Luxembourg

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TEKSID ALUMINUM S A R L S C A

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