EXECUTION COPY
SECOND AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT
THIS SECOND AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT, dated as of
September 25, 2000 (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 (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. The Agreement is hereby amended as follows:
Clause (a) of the definition of "Facility Termination Date" that appears in
Exhibit I to the Agreement, is hereby amended by replacing the date "September
28, 2000" with the date "September 22, 2003" therein.
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.
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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)
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.
COMMONWEALTH FINANCING CORP.
By: /s/ Greg Givan
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Name: Greg Givan
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Title: Vice President and Treasurer
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COMMONWEALTH INDUSTRIES, INC.
By: /s/ Greg Givan
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Name: Greg Givan
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Title: Vice President and Treasurer
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MARKET STREET FUNDING CORPORATION,
as Issuer
By: /s/ Douglas K. Johnson
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Name: Douglas K. Johnson
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Title: President
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PNC BANK, NATIONAL ASSOCIATION,
as Administrator
By: /s/ John T. Smathers
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Name: John T. Smathers
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Title: Vice President
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By:
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Name:
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Title:
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