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 Corporation), a Delaware corporation (the
"Company"), each of the Subsidiary Guarantors (as defined therein) and Xxxxxx
Trust and Savings Bank, as Trustee (the "Trustee").
RECITALS:
The Indenture has heretofore been amended and supplemented by
a First Supplemental Indenture, dated as of November 12, 1996, and a Second
Supplemental Indenture, dated as of October 16, 1998. Subsequent to the date of
the Second Supplemental Indenture and prior to the date hereof, the Company has
duly organized Alflex E1 LLC, a Delaware limited liability company, as a
Restricted Subsidiary, and it is proposed that this limited liability company
(the "new subsidiary") become an additional Subsidiary Guarantor, as permitted
by Section 901(7) of the Indenture.
The Company, each of the Subsidiary Guarantors and the new
subsidiary have been authorized by Board Resolutions to enter into this
supplemental indenture.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE
WITNESSETH:
For and in consideration of the premises, it is mutually
agreed, for the equal and proportionate benefit of all Holders of the
Securities, as follows:
ARTICLE ONE
Definitions
For all purposes of this supplemental indenture, unless the
context otherwise requires, the terms used herein shall have the same meanings
as in the Indenture.
ARTICLE TWO
Subsidiary Guarantors
The new subsidiary is hereby subjected to the provisions
(including the representations and warranties) of the Indenture as a Subsidiary
Guarantor, all as contemplated by Section 1303 of the Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this
supplemental indenture to be duly executed, and their respective corporate seals
to be hereunto affixed and attested, all as of the day and year first above
written.
COMMONWEALTH INDUSTRIES, INC.
COMMONWEALTH ALUMINUM CORPORATION
COMMONWEALTH ALUMINUM CONCAST, INC.
COMMONWEALTH ALUMINUM LEWISPORT, INC.
COMMONWEALTH ALUMINUM SALES CORPORATION
ALFLEX CORPORATION
By: ______________________________
Xxxx X. Xxxxxxxx
President and Chief Executive Officer
ALFLEX E1 LLC
By: Alflex Corporation,
as Managing Member
By: ______________________________
Xxxx X. Xxxxxxxx
President and Chief Executive Officer
Attest:
By: ______________________________
Secretary
XXXXXX TRUST AND SAVINGS BANK,
as Trustee
By: ______________________________
Name:
Title:
Attest:
By: ______________________________
Secretary
COMMONWEALTH OF KENTUCKY )
) ss.:
COUNTY OF JEFFERSON )
On the _____ day of ____________________, 1999, before me
personally came Xxxx X. Xxxxxxxx, to me known, who, being by me duly sworn, did
depose and say that he is President and Chief Executive Officer of each of
Commonwealth Industries, Inc., Commonwealth Aluminum Corporation, Commonwealth
Aluminum Concast, Inc., Commonwealth Aluminum Lewisport, Inc., Commonwealth
Aluminum Sales Corporation and Alflex Corporation, corporations described in and
which executed the foregoing instrument; that he knows the seal of said
corporations; that the seals affixed to said instrument are such corporate
seals; that they were so affixed by authority of the Boards of Directors of said
corporations, and that he signed his name thereto by like authority.
------------------------------
STATE OF ILLINOIS )
) ss.:
COUNTY OF XXXX )
On the _____ day of ____________________, 1999, before me
personally came ______________________________, to me known, who, being by me
duly sworn, did depose and say that she is a ______________________________ of
Xxxxxx Trust and Savings Bank, one of the corporations described in and which
executed the foregoing instrument; that she knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation, and that she
signed her name thereto by like authority.
------------------------------
