AMENDMENT TO CREDIT AGREEMENT This Amendment to Credit Agreement (the "Amendment") is made and entered into as of June 29, 2001, by and among: (1) Commonwealth Industries, Inc., a corporation duly organized and validly existing under the laws of the...Credit Agreement • August 3rd, 2001 • Commonwealth Industries Inc/De/ • Rolling drawing & extruding of nonferrous metals • New York
Exhibit 99.1 ------------ SEPARATION AGREEMENT This Agreement dated as of June 10, 2004 is by and between Commonwealth Industries, Inc., a Delaware corporation (the "Company"), and Mark V. Kaminski (the "Executive"). IT IS HEREBY AGREED AS FOLLOWS: 1....Separation Agreement • June 14th, 2004 • Commonwealth Industries Inc/De/ • Rolling drawing & extruding of nonferrous metals • Kentucky
andCredit Agreement • March 25th, 1998 • Commonwealth Industries Inc/De/ • Rolling drawing & extruding of nonferrous metals • New York
Exhibit 10.13 LEASE OF 2630 EL PRESIDIO STREET, LONG BEACH, CALIFORNIA LANDLORD: BRIAN L. HARVEY TENANT: ALFLEX CORPORATION ARTICLE ONE: BASIC TERMS This article One contains the Basic Terms of this Lease between the Landlord and Tenant named below....Lease Agreement • March 31st, 1997 • Commonwealth Aluminum Corp • Rolling drawing & extruding of nonferrous metals • California
TENTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • August 5th, 2004 • Commonwealth Industries Inc/De/ • Rolling drawing & extruding of nonferrous metals • New York
SUPPLY AGREEMENT BY AND AMONG COMMONWEALTH ALUMINUM CORPORATION IMCO RECYCLING OF OHIO INC. AND IMCO RECYCLING INC.Supply Agreement • May 5th, 1999 • Commonwealth Industries Inc/De/ • Rolling drawing & extruding of nonferrous metals • Ohio
SECOND SUPPLEMENTAL INDENTURE, dated as of October 16, 1998, to the Indenture, dated as of September 20, 1996, as heretofore amended and supplemented (the "Indenture"), between Commonwealth Industries, Inc. (formerly Commonwealth Aluminum...Second Supplemental Indenture • March 26th, 1999 • Commonwealth Industries Inc/De/ • Rolling drawing & extruding of nonferrous metals
AMENDMENT NO. 1Pledge and Security Agreement • March 25th, 1998 • Commonwealth Industries Inc/De/ • Rolling drawing & extruding of nonferrous metals
THIRD SUPPLEMENTAL INDENTURE, effective as of December 31, 1999, to the Indenture, dated as of September 20, 1996, as heretofore amended and supplemented (the "Indenture"), between Commonwealth Industries, Inc. (formerly Commonwealth Aluminum...Third Supplemental Indenture • March 24th, 2000 • Commonwealth Industries Inc/De/ • Rolling drawing & extruding of nonferrous metals
andCredit Agreement • October 8th, 1996 • Commonwealth Aluminum Corp • Rolling drawing & extruding of nonferrous metals • New York
CONFORMED COPY REGISTRATION RIGHTS AGREEMENT Dated as of September 20, 1996Registration Rights Agreement • October 8th, 1996 • Commonwealth Aluminum Corp • Rolling drawing & extruding of nonferrous metals • New York
FOURTH SUPPLEMENTAL INDENTURE, effective as of December 31, 2000, to the Indenture, dated as of September 20, 1996, as heretofore amended and supplemented (the "Indenture"), between Commonwealth Industries, Inc. (formerly Commonwealth Aluminum...Supplemental Indenture • March 27th, 2001 • Commonwealth Industries Inc/De/ • Rolling drawing & extruding of nonferrous metals
NB005:0NB15:70784:LOUISVILLE 090899:1 JOINDER AGREEMENT This Joinder Agreement (the "Joinder Agreement") is made and entered into as of October 29, 1999, by and among: (1) Commonwealth Industries, Inc., a corporation duly organized and validly...Joinder Agreement • March 24th, 2000 • Commonwealth Industries Inc/De/ • Rolling drawing & extruding of nonferrous metals • New York
AMENDMENT NO. 3 AMENDMENT NO. 3 dated as of August 29, 1997 to the Credit Agreement referred to below, between: (1) COMMONWEALTH INDUSTRIES, INC. (formerly known as Commonwealth Aluminum Corporation), a corporation duly organized and validly existing...Credit Agreement • October 30th, 1997 • Commonwealth Industries Inc/De/ • Rolling drawing & extruding of nonferrous metals
Exhibit 10.16 CONFORMED COPY FIRST SUPPLEMENTAL INDENTURE, dated as of November 12, 1996, to the Indenture, dated as of September 20, 1996 (the "Indenture"), between Commonwealth Aluminum Corporation, a Delaware corporation (the "Company"), each of...First Supplemental Indenture • March 31st, 1997 • Commonwealth Aluminum Corp • Rolling drawing & extruding of nonferrous metals
Exhibit 10.1 ------------ FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (the "Amendment") is dated as of October 14 , 2003, and made by and among: (1) COMMONWEALTH...Credit Agreement • November 6th, 2003 • Commonwealth Industries Inc/De/ • Rolling drawing & extruding of nonferrous metals • New York
Exhibit 4.1 ----------- COMMONWEALTH INDUSTRIES, INC., THE SUBSIDIARY GUARANTORS NAMED IN THE INDENTURE REFERRED TO BELOWFifth Supplemental Indenture • November 23rd, 2004 • Commonwealth Industries Inc/De/ • Rolling drawing & extruding of nonferrous metals • New York
5,000,000 Shares COMMONWEALTH INDUSTRIES, INC. Common Stock, $0.01 par value UNDERWRITING AGREEMENTUnderwriting Agreement • September 19th, 1997 • Commonwealth Industries Inc/De/ • Rolling drawing & extruding of nonferrous metals • New York
The Company also proposes to issue and sell to the several Underwriters not more than an additional 750,000 shares of its common stock, $0.01 par value (the "Additional Shares"), if and to the extent that you, as managers of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 2 hereof. The terms "Firm Shares" and "Additional Shares" shall in be deemed each case to include the rights to purchase Participating Preferred Stock. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the "Shares." The shares of common stock, $0.01 par value, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the "Common Stock."
Execution CounterpartCredit Agreement • March 26th, 1999 • Commonwealth Industries Inc/De/ • Rolling drawing & extruding of nonferrous metals
Exhibit 10.8.2 -------------- SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (the "Amendment") is dated as of February 2, 2004, effective as of December 30, 2003,...Credit Agreement • March 12th, 2004 • Commonwealth Industries Inc/De/ • Rolling drawing & extruding of nonferrous metals • New York
AMENDMENT NO. 2 AMENDMENT NO. 2 dated as of August 29, 1997 to the Credit Agreement referred to below, between: (1) COMMONWEALTH INDUSTRIES, INC. (formerly known as Commonwealth Aluminum Corporation), a corporation duly organized and validly existing...Credit Agreement • October 30th, 1997 • Commonwealth Industries Inc/De/ • Rolling drawing & extruding of nonferrous metals
RECITALS: Reference is made to the Second Amended and Restated Credit Agreement dated as of December 19, 1997 (the "Credit Agreement") between the Parent, CAC, Alflex, CACI, CI HOLDINGS, INC., the Subsidiary Guarantors, the Lenders, and the Resigning...Resignation, Appointment and Acceptance Agreement • March 24th, 2000 • Commonwealth Industries Inc/De/ • Rolling drawing & extruding of nonferrous metals • New York
ANDIndenture • October 8th, 1996 • Commonwealth Aluminum Corp • Rolling drawing & extruding of nonferrous metals • New York
Exhibit 99.1 ------------ STOCK PURCHASE AGREEMENT By and BetweenStock Purchase Agreement • June 7th, 2004 • Commonwealth Industries Inc/De/ • Rolling drawing & extruding of nonferrous metals • Delaware
Exhibit 10.2 ------------ FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (the "Amendment") is dated as of July 30, 2004, and made by and among: (1) COMMONWEALTH...Credit Agreement • August 5th, 2004 • Commonwealth Industries Inc/De/ • Rolling drawing & extruding of nonferrous metals • New York
Exhibit 10.6 ------------ SEVERANCE AGREEMENT THIS AGREEMENT is entered into as of the 16th day of June, 2004 by and between Commonwealth Industries, Inc., a Delaware corporation (the "Company"), and Sean Stack ("Executive"). W I T N E S S E T H...Severance Agreement • August 5th, 2004 • Commonwealth Industries Inc/De/ • Rolling drawing & extruding of nonferrous metals • Delaware
AGREEMENT AND PLAN OF MERGER among IMCO RECYCLING INC., SILVER FOX ACQUISITION COMPANY and COMMONWEALTH INDUSTRIES, INC. Dated as of June 16, 2004Merger Agreement • June 18th, 2004 • Commonwealth Industries Inc/De/ • Rolling drawing & extruding of nonferrous metals • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of June 16, 2004 (this “Agreement”), among IMCO Recycling Inc., a Delaware corporation (“Parent”), Silver Fox Acquisition Company, a Delaware corporation and an indirect wholly owned Subsidiary of Parent (“Merger Sub”), and Commonwealth Industries, Inc., a Delaware corporation (the “Company”).
Exhibit 10.3 ------------ AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT THIS AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT ("Amendment No. 1") is dated as of July 30, 2004 between: (1)...Pledge and Security Agreement • August 5th, 2004 • Commonwealth Industries Inc/De/ • Rolling drawing & extruding of nonferrous metals
JOINDER AGREEMENT AND AMENDMENT TO CREDIT AGREEMENT This Joinder Agreement and Amendment to Credit Agreement (the "Joinder Agreement") is made and entered into as of December 31, 2000, by and among: (1) Commonwealth Industries, Inc., a corporation...Joinder Agreement and Amendment to Credit Agreement • March 27th, 2001 • Commonwealth Industries Inc/De/ • Rolling drawing & extruding of nonferrous metals • New York
FIRST AMENDMENT TO STOCKHOLDER PROTECTION RIGHTS AGREEMENTStockholder Protection Rights Agreement • June 24th, 2004 • Commonwealth Industries Inc/De/ • Rolling drawing & extruding of nonferrous metals
WHEREAS, the Board of Directors of the Company has approved an Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 16, 2004, by and among IMCO Recycling Inc., a Delaware corporation (“IMCO”), Silver Fox Acquisition Company, a Delaware corporation and a wholly owned indirect subsidiary of IMCO (“Merger Sub”) and the Company, pursuant to which at the Effective Time (as such term is defined in the Merger Agreement), Merger Sub will be merged with and into the Company (the “Merger”), with the Company being, subject to the terms of the Merger Agreement, the surviving entity in accordance with the General Corporation Law of the State of Delaware (the “DGCL”) and surviving as a wholly owned indirect subsidiary of IMCO;
Exhibit 10.2 ------------ September 7, 2004 John Wasz Commonwealth Industries, Inc. 500 West Jefferson Street Suite 1900 Louisville, KY 40202 Re: Amendment to Severance Agreement Dear John, Pursuant to our correspondence dated as of even date herewith...Severance Agreement • October 19th, 2004 • Commonwealth Industries Inc/De/ • Rolling drawing & extruding of nonferrous metals
Exhibit 10.1 ------------ THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (the "Amendment") is dated as of July 21, 2004, effective as of June 30, 2004, and made by and...Credit Agreement • August 5th, 2004 • Commonwealth Industries Inc/De/ • Rolling drawing & extruding of nonferrous metals • New York
