Exhibit 10.11.5
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SIXTH AMENDMENT TO RECEIVABLES PURCHASE
AGREEMENT
THIS SIXTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT, dated as of
June 3, 2003 (this "Amendment"), is entered into among COMMONWEALTH FINANCING
CORP., a Delaware corporation (the "Seller"), COMMONWEALTH INDUSTRIES, INC., a
Delaware corporation ("Commonwealth"), MARKET STREET FUNDING CORPORATION, a
Delaware corporation (the "Issuer"), and PNC BANK, NATIONAL ASSOCIATION, as
Administrator (the "Administrator").
RECITALS
1. The Seller, Commonwealth, the Issuer and the Administrator are
parties to the Receivables Purchase Agreement, dated as of September 29, 1997
(as amended through the date hereof, the "Agreement"); and
2. The parties hereto desire to amend the Agreement as hereinafter set
forth.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Certain Defined Terms. Capitalized terms that are used herein
without definition and that are defined in Exhibit I to the Agreement shall have
the same meanings herein as therein defined.
2. Amendment to Agreement. Schedule II to the Agreement is hereby
amended and restated in its entirety as set forth in Annex A attached hereto.
3. Effect of Amendment. All provisions of the Agreement, as expressly
amended and modified by this Amendment, shall remain in full force and effect
and are hereby ratified and confirmed in all respects. After this Amendment
becomes effective, all references in the Agreement (or in any other Transaction
Document) to "this Agreement", "hereof", "herein" or words of similar effect
referring to the Agreement shall be deemed to be references to the Agreement as
amended by this Amendment. This Amendment shall not be deemed, either expressly
or impliedly, to waive, amend or supplement any provision of the Agreement other
than as set forth herein.
4. Effectiveness. This Amendment shall become effective as of the date
hereof upon receipt by the Administrator of counterparts of this Amendment
(whether by facsimile or otherwise) executed by each of the other parties
hereto, in form and substance satisfactory to the Administrator in its sole
discretion.
5. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties on separate counterparts, each of which
when so executed shall be deemed to be an original and all of which when taken
together shall constitute but one and the same instrument.
6. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the internal laws of the State of New York (without regard to
any otherwise applicable principles of conflicts of law), except to the extent
that the validity or perfection of the interests of the Issuer in the
Receivables or remedies hereunder in respect thereof are governed by the laws of
a jurisdiction other than the State of New York.
7. Section Headings. The various headings of this Amendment are
included for convenience only and shall not affect the meaning or interpretation
of this Amendment, the Agreement or any provision hereof or thereof.
(continued on following page)
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
COMMONWEALTH FINANCING CORP.
By: _______________________________________________________
Name: _______________________________________________________
Title: ______________________________________________________
COMMONWEALTH INDUSTRIES, INC.
By: _______________________________________________________
Name: _______________________________________________________
Title: ______________________________________________________
MARKET STREET FUNDING CORPORATION,
as Issuer
By: _______________________________________________________
Name: _______________________________________________________
Title: ______________________________________________________
PNC BANK, NATIONAL ASSOCIATION,
as Administrator
By: _______________________________________________________
Name: _______________________________________________________
Title: ______________________________________________________
ANNEX A
SCHEDULE II
LOCK-BOX BANKS AND LOCK-BOX ACCOUNTS
Lock-Box Bank Lock-Box Accounts Lock-Box Number
------------- ----------------- ---------------
Mellon Bank, N.A. 036-8892 21056 (Los Angeles)
10527 (Chicago)
360293 (Pittsburgh)
Mellon Bank, N.A. 036-8905 21118 (Los Angeles)
10526 (Chicago)
PNC Bank, National Association 1017291021 643431 (Pittsburgh)
