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,