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 Corporation), a Delaware corporation (the
"Company"), each of the Subsidiary Guarantors (as defined therein) and Harris
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, a Second
Supplemental Indenture, dated as of October 16, 1998 and a Third Supplemental
Indenture dated as of December 31, 1999. Subsequent to the date of the Third
Supplemental Indenture and prior to the date hereof, the Company has duly
organized Alflex Corporation, a Delaware corporation ("Alflex"), Commonwealth
Aluminum Lewisport, LLC, a Delaware limited liability company ("Lewisport"),and
Commonwealth Aluminum Metals, LLC, a Delaware limited liability company
("Metals"), as Restricted Subsidiaries, and it is proposed that Alflex,
Lewisport and Metals become additional Subsidiary Guarantors, as permitted by
Section 901(7) of the Indenture.
Also subsequent to the date of the Third Supplemental
Indenture and prior to the date hereof, the former Commonwealth Aluminum
Lewisport, Inc. amended its Certificate of Incorporation to change its name to
CA Lewisport, Inc., and the former Alflex Corporation amended its Certificate of
Incorporation to change its name to CI Holdings, Inc. and the Company, each of
the Subsidiary Guarantors and Alflex, Lewisport and Metals have requested the
consent of the Trustee to such name changes.
The Company, each of the Subsidiary Guarantors and Alflex,
Lewisport and Metals 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
Alflex, Lewisport and Metals are hereby subjected to the
provisions (including the representations and warranties) of the Indenture as
Subsidiary Guarantors, all as contemplated by Section 1303 of the Indenture.
ARTICLE THREE
Consent to Changes of Names
The Trustee, on behalf of all Holders of the Securities,
hereby (i) consents to the change in the name of Commonwealth Aluminum
Lewisport, Inc. to CA Lewisport, Inc., and (ii) consents to the change in the
name of Alflex Corporation to CI Holdings, Inc.
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.
CA LEWISPORT, INC.
COMMONWEALTH ALUMINUM SALES CORPORATION
CI HOLDINGS, INC.
By: ______________________________
Mark V. Kaminski
President and Chief Executive Officer
Attest:
By: ______________________________
Assistant Secretary
ALFLEX E1 LLC
By: CI Holdings, Inc.,
as Managing Member
By: ______________________________
Mark V. Kaminski
President and Chief Executive Officer
Attest:
By: ______________________________
Assistant Secretary
ALFLEX CORPORATION
By: ______________________________
Mark V. Kaminski
President and Chief Executive Officer
Attest:
By: ______________________________
Assistant Secretary
COMMONWEALTH ALUMINUM LEWISPORT, LLC
By: CA Lewisport, Inc.
as Managing Member
By: ______________________________
Mark V. Kaminski
President and Chief Executive Officer
Attest:
By: ______________________________
Assistant Secretary
COMMONWEALTH ALUMINUM METALS, LLC
By: Commonwealth Aluminum Lewisport, LLC,
its sole Member
By: CA Lewisport, Inc., its Managing Member
By: ________________________________
Mark V. Kaminski
President and Chief Executive Officer
Attest:
By: ______________________________
Assistant Secretary
HARRIS TRUST AND SAVINGS BANK,
as Trustee
By: ______________________________
Name: ______________________________
Title: ______________________________
Attest:
By: ______________________________
Secretary
COMMONWEALTH OF KENTUCKY )
) ss.:
COUNTY OF JEFFERSON )
On the _____ day of January, 2001, before me personally came
Mark V. Kaminski, 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., CA Lewisport, Inc., Commonwealth Aluminum Sales Corporation and
CI Holdings, Inc., 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.
My Commission expires: ___________________.
------------------------------
Notary Public
COMMONWEALTH OF KENTUCKY )
( SS:
COUNTY OF JEFFERSON )
On the ____ day of January, 2001, before me personally came Mark V.
Kaminski, to me known, who, being by me duly sworn, did depose and say that he
is President and Chief Executive Officer of CI Holdings, Inc., which is
described in and executed the foregoing instrument as the Managing Member of
Alflex E1 LLC, a Delaware limited liability company; that he 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 he signed his name thereto by like authority.
My Commission expires: _______________________.
-----------------------------------
Notary Public
COMMONWEALTH OF KENTUCKY )
) ss.:
COUNTY OF JEFFERSON )
On the _____ day of January, 2001, before me personally came Mark V.
Kaminski, to me known, who, being by me duly sworn, did depose and say that he
is President and Chief Executive Officer of CA Lewisport, Inc., a Delaware
corporation, which is described in and executed the foregoing instrument as the
Managing Member of Commonwealth Aluminum Lewisport, Inc., a Delaware limited
liability company; that he 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 he signed his
name thereto by like authority.
My Commission expires: ___________________.
---------------------------------
Notary Public
COMMONWEALTH OF KENTUCKY )
) ss.:
COUNTY OF JEFFERSON )
On the _____ day of January, 2001, before me personally came Mark V.
Kaminski, to me known, who, being by me duly sworn, did depose and say that he
is President and Chief Executive Officer of CA Lewisport, Inc., a Delaware
corporation; which is described in and executed the foregoing instrument as the
Managing Member of Commonwealth Aluminum Lewisport, LLC, a Delaware limited
liability company, which is the sole member of Commonwealth Aluminum Metals,
LLC, a Delaware limited liability company; that he 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 he signed his name thereto by like authority.
My Commission expires: ___________________.
---------------------------------
Notary Public
STATE OF ILLINOIS )
) ss.:
COUNTY OF COOK )
On the ______ day of January, 2001, before me personally came Judith
Bartolini, to me know, who, being by me duly sworn, did depose and say that she
is a Vice President of Harris 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.
My Commission expires: _________________.
------------------------------
Notary Public
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