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 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. Subsequent to the
date of the First Supplemental Indenture and prior to the date hereof, the
former Commonwealth Aluminum Corporation changed its name to Commonwealth
Industries, Inc., the former Commonwealth Industries, Inc. changed its name to
CI Holdings, Inc. and thereafter was merged into Commonwealth Industries, Inc.,
the former Commonwealth Aluminum Lewisport, Inc. changed its name to
Commonwealth Aluminum Corporation and then to Commonwealth Aluminum Lewisport,
Inc., and the former Barmet Aluminum Corporation changed its name to
Commonwealth Aluminum Concast, Inc.
The Company has duly organized Commonwealth Aluminum
Corporation, a Delaware corporation, as a Restricted Subsidiary, and it is
proposed that this corporation (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.
-1-
NY12524: 34784.3
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
Attest:
----------------------
Secretary
XXXXXX TRUST AND SAVINGS BANK,
as Trustee
By ___________________________
Attest:
-------------------
-2-
NY12524: 34784.3
COMMONWEALTH OF KENTUCKY)
ss.:
COUNTY OF JEFFERSON)
On the __ day of October, 1998, before me personally came Xxxx
X. Xxxxxxxx, to me known, who, being by me duly sworn, did depose and say that
he is President 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 __________, 1998, 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.
-------------------------
-3-
NY12524: 34784.3
