BII\94604_2 02/09/98 11:18am
Amendment No. 1 to Pledge and Security Agreement
AMENDMENT NO. 1
AMENDMENT NO. 1 dated as of December 19, 1997 to the Amended
and Restated Pledge and Security Agreement dated as of November 29, 1996
referred to below between:
(1) COMMONWEALTH INDUSTRIES, INC. (formerly known as
Commonwealth Aluminum Corporation), a corporation duly organized and validly
existing under the laws of the State of Delaware (the "Parent");
(2) CI HOLDINGS INC. (formerly known as Commonwealth
Industries, Inc.), a corporation duly organized and validly existing
under the laws of the State of Delaware ("Holdings");
(3) COMMONWEALTH ALUMINUM CORPORATION (formerly known as
Commonwealth Aluminum Lewisport, Inc.), a corporation duly organized
and validly existing under the laws of the State of Delaware ("CAC");
(4) ALFLEX CORPORATION, a corporation duly organized and
validly existing under the laws of the State of Delaware ("Alflex");
(5) COMMONWEALTH ALUMINUM CONCAST, INC. (formerly named Barmet
Aluminum Corporation), a corporation duly organized and validly
existing under the laws of the State of Ohio ("CACI");
(6) each of the Subsidiaries of the Parent identified under
the caption "SUBSIDIARY GUARANTORS" on the signature pages hereto
(each, a "Subsidiary Guarantor" and, collectively, the "Subsidiary
Guarantors" and together with the Parent, Holdings, CAC, Alflex and
Barmet, the "Securing Parties"); and
(7) NATIONAL WESTMINSTER BANK PLC, as administrative agent for
the Lenders (in such capacity, together with its successors in such
capacity, the "Administrative Agent").
The Parent, Holdings, CAC, Alflex, CACI, the Subsidiary
Guarantors, certain lenders and the Administrative Agent entered into an Amended
and Restated Credit Agreement dated as of November 29, 1996 (as in effect on the
date hereof, the "Existing Credit Agreement"), which amended and restated the
Credit Agreement dated as of September 20, 1996, providing for extensions of
credit to be made to the Borrowers in an aggregate principal amount not
exceeding $325,000,000. In connection with the execution and delivery of the
Existing Credit Agreement, the Parent, CAC, certain other of the Securing
Parties and the Administrative Agent entered into an Amended and Restated Pledge
and Security Agreement dated as of November 29, 1996 (as in effect on the date
hereof, the "Pledge and Security Agreement") pursuant to which said Securing
Parties granted to the Administrative Agent a security interest in all of the
Collateral (as defined therein) as collateral security for the Secured
Obligations (as so defined).
The Parent, Holdings, CAC, Alflex, CACI, the Subsidiary
Guarantors, the Lenders and the Administrative Agent are amending and restating
the Existing Credit Agreement pursuant to a Second Amended and Restated Credit
Agreement dated as of December 19, 1997 (as heretofore modified and supplemented
and in effect on the date hereof, the "Credit Agreement"). In connection with
the execution and delivery of the Credit Agreement, the Obligors wish to amend
the Pledge and Security Agreement in certain respects, and accordingly, the
parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this
Amendment No. 1, terms defined in the Pledge and Security Agreement are used
herein as defined therein.
Section 2. Amendments. Effective as of the date hereof
(subject to satisfaction of the conditions set forth in Section 4 hereof), the
Pledge and Security Agreement shall be amended as follows:
A. General. Each reference in the Pledge and Security
Agreement to "this Agreement", "the Pledge and Security Agreement" or
words of similar import shall be deemed to refer to the Pledge and
Security Agreement as amended hereby.
B. Credit Agreement. Each reference in the Pledge and Security
Agreement to "the Credit Agreement" or words of similar import shall be deemed
to refer to the Credit Agreement.
C. Annexes. Each reference in the Pledge and Security
Agreement to an Annex thereto shall be deemed to refer to the respective Annex
of the same number attached to this Amendment No. 1.
Section 3. Representations and Warranties. Each Securing Party
represents and warrants to the Lenders and the Administrative Agent that the
representations and warranties of such Securing Party set forth in Section 2 of
the Pledge and Security Agreement are true and complete in all material respects
on the date hereof (or, if any such representation and warranty is expressly
stated to have been made as of a specific date, as of such specific date) and as
if each reference therein to any Annex referred to the respective numbered Annex
attached to this Amendment No. 1.
Section 4. Conditions Precedent. The amendments in Section 2
hereof shall become effective as of the date hereof upon receipt by the
Administrative Agent of one or more counterparts of this Amendment No. 1
executed by each of the Securing Parties (or evidence satisfactory to the
Administrative Agent of such execution) and the Administrative Agent.
Section 5. Miscellaneous. Except as expressly herein
provided, the Pledge and Security Agreement shall remain unchanged and in full
force and effect. The Parent shall reimburse the Administrative Agent for all
reasonable out-of-pocket costs and expenses (including reasonable legal fees
and disbursements)incurred by it in connection with this Amendment No. 1.
This Amendment No. 1 may be executed in any number of counterparts, all of
which taken together shall constitute one and the same amendatory instrument
and any of the parties hereto may execute this Amendment No. 1 by signing any
such counterpart. This Amendment No. 1 shall be governed by, and construed in
accordance with, the law of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to the Pledge and Security Agreement to be duly executed and
delivered as of the day and year first above written.
COMMONWEALTH INDUSTRIES, INC.
By
Title:
CI HOLDINGS INC.
By
Title:
COMMONWEALTH ALUMINUM CORPORATION
By
Title:
ALFLEX CORPORATION
By
Title:
COMMONWEALTH ALUMINUM CONCAST, INC.
By
Title:
SUBSIDIARY GUARANTOR
COMMONWEALTH ALUMINUM SALES CORPORATION
By
Title:
THE ADMINISTRATIVE AGENT
NATIONAL WESTMINSTER BANK PLC,
as Administrative Agent
By
Title: