**Exhibit 4.12**

EXECUTION VERSION 

THIRD AMENDMENT dated as of September 30, 2015 (this “Amendment”), to the CREDIT AGREEMENT dated as ofMay 7, 2014 (as previously amended by Amendment No. 1, dated as of December 5, 2014, and Amendment No. 2, dated as of February 5, 2015, the “Credit Agreement”), among CONSTELLIUM N.V., a Dutch limitedliability company registered under number 34393663, the LENDERS from time to time party thereto and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent. 

WHEREAS the Lenders have agreed to extend credit to the Borrower under the Credit Agreement on the terms and subject to the conditions setforth therein; 

WHEREAS the Borrower has requested that the Credit Agreement be amended as set forth herein; and 

WHEREAS the parties hereto, which include the Required Lenders, are willing to amend the Credit Agreement on the terms and subject to theconditions set forth herein. 

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuableconsideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows: 

SECTION 1.Defined Terms. Capitalized terms used but not otherwise defined herein (including in the preamble and the recitals hereto) have the meanings assigned to them in the Credit Agreement. 

SECTION 2. Third Amendment Effective Date Amendments. Effective as of the Third Amendment Effective Date, the Credit Agreementshall be amended as follows: 

(a) Section 1.01 of the Credit Agreement shall be amended by adding the following new defined terms inappropriate alphabetical order: 

“Third Amendment” means the Third Amendment to this Agreement. 

“Third Amendment Effective Date” has the meaning assigned to such term in the Third Amendment. 

(b) Section 6.08 of the Credit Agreement shall be amended and restated as follows: 

Section 6.08 Consolidated Net Debt Ratio. The Borrower shall not permit the Consolidated Net Debt Ratio as of the last day ofany fiscal quarter (beginning with the fiscal quarter ending September 30, 2014), solely to the extent Loans are outstanding on such date, to be greater than (x) in the case of each the first four fiscal quarters ending after the ThirdAmendment Effective Date, 5.00 to 1.00, and (y) in the case of each other fiscal quarter, 4.50 to 1.00. 

(c) Section 6.09 of the Credit Agreement shall be amended and restated as follows: 

Section 6.09 Fixed Charge Coverage Ratio. The Borrower shall not permit the Fixed Charge Coverage Ratio as of the last day ofany fiscal quarter (beginning with the fiscal quarter ending September 30, 2014), solely to the extent Loans are outstanding on such date, to be less than (x) in the case of each the first four fiscal quarters ending after the ThirdAmendment Effective Date, 2.00 to 1.00 and (y) in the case of each other fiscal quarter, 2.20 to 1.00. 

SECTION 3.Representations and Warranties. In order to induce the Lenders to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, on and as of the Third Amendment Effective Date, the Borrower represents and warrantsto the Lenders for itself and the Loan Parties that are its Subsidiaries that: 

(a) Each of the Loan Parties has the power and authority toexecute, deliver and perform its obligations under this Amendment, the Credit Agreement, as amended by this Amendment (the “Amended Agreement”), and each of the other Loan Documents to which it is a party. 

(b) The execution, delivery and performance by each of the Loan Parties party to this Amendment, the Amended Agreement and each of the otherLoan Documents to which it is a party (a) have been duly authorized by all corporate, public limited company or limited liability company or partnership action required to be obtained by such Loan Party and (b) will not(i) (A) violate any provision of law, statute, rule or regulation, or of the Organizational Documents of such Loan Party, (B) violate any applicable order of any court or any rule, regulation or order of any Governmental Authority or(C) violate, be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (includingany payment) or to a loss of a material benefit under any indenture, certificate of designation for preferred stock, agreement or any other instrument to which such Loan Party is a party or by which any of them or their property is or may be bound,where any such conflict, violation, breach or default referred to in this clause (i) could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (ii) result in the creation or imposition of anyLien upon or with respect to any property or assets now owned or hereafter acquired by such Loan Party, other than the Liens created by the Loan Documents and Liens permitted by Section 6.06 of the Credit Agreement. 

(c) No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required inconnection with the execution, delivery and performance by each of the Loan Parties of this Amendment, the Amended Agreement and the other Loan Documents to which it is a party, except for (a) such as have been made or obtained and are in fullforce and effect, and (b) such other actions, consents, approvals, registrations or filings with respect to which the failure to be obtained or made could not reasonably be expected to have a Material Adverse Effect. 

 
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(d) When this Amendment has been duly executed and delivered by the Borrower and each Loan Partythat is a party hereto, this Amendment and the Amended Agreement shall constitute a legal, valid and binding obligation of the Borrower and each such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency,reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 

(e) Before and after giving effect to this Amendment, the representations and warranties of the Loan Parties set forth in the Loan Documentsare true and correct in all material respects (in all respects in the case of representations and warranties qualified by materiality, Material Adverse Effect or similar language in the text thereof) on and as of the Third Amendment Effective Datewith the same effect as if made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they were so true and correct as of such earlier date. 

(f) As of the Third Amendment Effective Date, before and after giving effect to this Amendment, no Default or Event of Default has occurred andis continuing or will result from the consummation of the transactions contemplated by this Amendment. 

SECTION 4.Effectiveness. This Amendment shall become a binding agreement of the parties hereto and the Amendments set forth in Section 2 shall become effective as of the first date on or after October 1, 2015 (the “Third AmendmentEffective Date”) on which (i) the Administrative Agent (or its counsel) shall have received duly executed counterparts hereof that, when taken together, bear the authorized signatures of the Borrower and the Required Lenders, and(ii) the Administrative Agent (or its counsel) shall have received a Reaffirmation Agreement, in form and substance satisfactory to the Administrative Agent, duly executed by each Subsidiary Loan Party, pursuant to which each Subsidiary LoanParty shall consent to the amendments effected by this Amendment and acknowledge that the Guarantee Agreement remains in full force and effect in accordance with its terms and constitutes a guarantee of the Loan Document Obligations as modified bythis Amendment. 

SECTION 5. Effect of this Amendment. (a) Except as expressly set forth herein, this Amendment shall notby implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Agents or the Lenders under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any wayaffect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothingherein shall be deemed to entitle any Loan Party to any other consent to, or any other waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or anyother Loan Document in similar or different circumstances. 

 
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(b) On and after the Third Amendment Effective Date, each reference in the Credit Agreement to“this Agreement”, “herein”, “hereunder”, “hereto”, “hereof” and words of similar import shall, unless the context otherwise requires, refer to the Credit Agreement as amended hereby, and eachreference to the Credit Agreement in any other Loan Document shall be deemed to be a reference to the Credit Agreement as amended hereby. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and theother Loan Documents. 

(c) This Amendment shall be binding upon and inure to the benefit of the Borrower and the other Loan Parties andeach of their respective successors and assigns, and upon the Administrative Agent and the Lenders and their respective successors and assigns. 

SECTION 6. **Applicable Law; Jurisdiction. (a) THIS AMENDMENT AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT, TORT,OR OTHERWISE) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE IN ANY WAY TO THIS AMENDMENT, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BYTHE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY PRINCIPLE OF CONFLICTS OF LAW THAT COULD REQUIRE THE APPLICATION OF ANY OTHER LAW.**

(b) Section 9.10(b) of the Credit Agreement will apply with like effect to this Amendment and any dispute arising hereunder. 

SECTION 7. Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on differentcounterparts), each of which shall constitute an original but all of which, when taken together, shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronictransmission shall be effective as delivery of a manually executed counterpart hereof. 

SECTION 8. Severability. Any provisionof this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any suchprohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 

SECTION 9. Fees and Expenses. The Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expensesin connection with this Amendment, including the reasonable fees, charges and disbursements of Latham & Watkins LLP, counsel for the Administrative Agent. All fees shall be payable in immediately available funds and shall not be refundable.

**[*Signature Pages Follow*]**

 
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by theirrespective authorized officers as of the date first above written. 

 
CONSTELLIUM N.V.By: /s/ Pierre Vareille Name: Pierre Vareille Title: CEO
[*Third Amendment Signature Page*] 

DEUTSCHE BANK AG NEW YORK

BRANCH,as Administrative Agent and Lender
By: /s/ Marcus M. Tarkington Name: Marcus M. Tarkington Title: DirectorBy: /s/ Peter Cucchiara Name: Peter Cucchiara Title: Vice President
[*Third Amendment Signature Page*] 

CONSENT TO THIRD AMENDMENTBNP PARIBAS, as a LenderBy: /s/ Dominique de Narbonne Name: Dominique de Narbonne Title: 
Managing Director

COPENEA
By: /s/ Antoine Joly Name: Antoine Joly Title: Senior Banker
[*Third Amendment Signature Page*] 

CONSENT TO THIRD AMENDMENTGOLDMAN SACHS BANK USA, as a LenderBy: /s/ Alisdair Fraser Name: Alisdair Fraser Title: Authorised Signatory
[*Third Amendment Signature Page*] 

CONSENT TO THIRD AMENDMENTHSBC FRANCE SA, as a LenderBy: /s/ Philippe Abonneau Name: Philippe Abonneau Title: 
Head of Transaction Management

Unit
By: /s/ Alexandre Girod Name: Alexandre Girod Title: Managing Director
[*Third Amendment Signature Page*] 

CONSENT TO THIRD AMENDMENT
MEDIOBANCA — BANCA DI CREDITO

FINANZIARIO S.p.A., as a Lender
By: /s/ Carlos Domingues Name: Carlos Domingues Title: Authorised AttorneyBy: /s/ Alessandro Sauro Montevecchi Name: Alessandro Sauro Montevecchi Title: Authorised Attorney
[*Third Amendment Signature Page*] 

CONSENT TO THIRD AMENDMENTNATIXIS, as a LenderBy: /s/ Régis Fargeat Name: Régis Fargeat Title: Relationship ManagerBy: /s/ Michel Jabot Name: Michel Jabot Title: Senior Relationship Manager
[*Third Amendment Signature Page*] 

CONSENT TO THIRD AMENDMENTSOCIÉTÉ GÉNÉRALE, as a LenderBy: /s/ Patrick Sandray Name: Patrick Sandray Title: 
MD, Leveraged Finance

Head of France, Italyand

Switzerland

[*Third Amendment Signature Page*]