INDENTURE SUPPLEMENT



 Exhibit 4.1 
  

INDENTURE SUPPLEMENT TO ADD SUBSIDIARY GUARANTORS 
  
 This Supplemental Indenture, dated as of January 20, 2005 (this “Supplemental Indenture” or “Guarantee”), among Silver
Fox Holding Company, a Delaware corporation, Commonwealth Industries, Inc., a Delaware corporation, CA Lewisport, LLC, a Delaware limited liability company, CI Holdings, LLC, a Delaware limited liability company, Commonwealth Aluminum, LLC, a
Delaware limited liability company, Commonwealth Aluminum Concast, Inc., an Ohio corporation, Commonwealth Aluminum Lewisport, LLC, a Delaware limited liability company, Commonwealth Aluminum Metals, LLC, a Delaware limited liability company,
Commonwealth Aluminum Sales Corporation, a Delaware corporation, and Commonwealth Aluminum Tube Enterprises, LLC, a Delaware limited liability company (each a “Guarantor”, and collectively, the “Guarantors”), Aleris
International, Inc. (formerly known as IMCO Recycling Inc.) (together with its successors and assigns, the “Company”), each other currently existing Subsidiary Guarantor under the Indenture referred to below, and JPMorgan Chase
Bank, N.A., as Trustee under the Indenture referred to below. 
  
 W
I T N E S S E T H: 
  
 WHEREAS, the Company, the Subsidiary
Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of October 6, 2003 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of an aggregate
principal amount of $210.0 million of 10 3/8% Senior Secured Notes due 2010 of the Company (the “Securities”); 
  
 WHEREAS, Section 3.12 of the Indenture provides that the Company is required to cause each Restricted Subsidiary other than a Foreign Subsidiary or
Receivables Entity created or acquired by the Company or one or more Restricted Subsidiaries to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary Guarantor will unconditionally Guarantee, on a joint and
several basis with the other Subsidiary Guarantors, the full and prompt payment of the principal of, premium, if any, and interest on the Securities on a senior basis; and 
  
 WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee and the Company are authorized to execute and deliver
this Supplemental Indenture to amend or supplement the Indenture, without the consent of any Securityholder; 
  
 NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the
Guarantors, the Company, the other Subsidiary Guarantors and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows: 
  

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 ARTICLE I 
  
 Definitions 
  
 SECTION 1.1 Defined Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recital hereto are used
herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular
section hereof. 
  
 ARTICLE II 
  
 Agreement to be Bound; Guarantee 
  
 SECTION 2.1 Agreement to be Bound. Each of the Guarantors hereby
becomes a party to the Indenture as a Subsidiary Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Subsidiary Guarantor under the Indenture. Each of the Guarantors agrees to be bound by
all of the provisions of the Indenture applicable to a Subsidiary Guarantor and to perform all of the obligations and agreements of a Subsidiary Guarantor under the Indenture. 
  
 SECTION 2.2 Guarantee. Each of the Guarantors agrees, on a joint and several basis with all the existing Subsidiary
Guarantors and the other Guarantors, to fully, unconditionally and irrevocably Guarantee to each Holder of the Securities and the Trustee the Obligations pursuant to Article X of the Indenture on a senior basis. 
  
 ARTICLE III 
  
 Miscellaneous 
  
 SECTION 3.1 Notices. All notices and other communications to each Guarantor shall be given as provided in the Indenture to each Guarantor,
addressed to the Secretary of each Guarantor at its address set forth below, with a copy to the Company as provided in the Indenture for notices to the Company. 
  

SECTION 3.2 Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than
the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained. 
  
 SECTION 3.3 Governing Law. This Supplemental Indenture shall be
governed by, and construed in accordance with, the laws of the State of New York. 
  
 SECTION 3.4 Severability Clause. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability. 
  
 SECTION 3.5 Ratification of Indenture; Supplemental Indentures Part of Indenture. Except as expressly amended hereby, the Indenture is in all
respects ratified and 

  

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confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the
Indenture for all purposes, and every Holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture or
with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto. 
  
 SECTION 3.6 Counterparts. The parties hereto may sign one or more copies of this Supplemental Indenture in counterparts, all of which together
shall constitute one and the same agreement. 
  
 SECTION 3.7
Headings. The headings of the Articles and the sections in this Guarantee are for convenience of reference only and shall not be deemed to alter or affect the meaning or interpretation of any provisions hereof. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of
the date first above written. 
  

			
	GUARANTORS
	
	SILVER FOX HOLDING COMPANY, as a Guarantor
	
	COMMONWEALTH INDUSTRIES, INC., as a Guarantor
	
	COMMONWEALTH ALUMINUM CONCAST, INC., as a Guarantor
	
	COMMONWEALTH ALUMINUM SALES CORPORATION, as a Guarantor
		
	By:	 	 /s/ Sean M. Stack

	 Name:
	 	 Sean M. Stack

	 Title:
	 	 Senior Vice President and Treasurer

	 500 W. Jefferson, 19th Floor
 Louisville,
Kentucky 40202

	
	CI HOLDINGS, LLC, as a Guarantor
		
	By:	 	Commonwealth Industries, Inc., its sole member
		
	By:	 	 /s/ Sean M. Stack

	 Name:
	 	 Sean M. Stack

	 Title:
	 	 Senior Vice President and Treasurer

	 500 W. Jefferson, 19th Floor
 Louisville,
Kentucky 40202

	
	CA LEWISPORT, LLC, as a Guarantor
		
	By:	 	Commonwealth Industries, Inc., its sole member
		
	By:	 	 /s/ Sean M. Stack

	 Name:
	 	 Sean M. Stack

	 Title:
	 	 Senior Vice President and Treasurer

	 500 W. Jefferson, 19th Floor
 Louisville,
Kentucky 40202



  

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	COMMONWEALTH ALUMINUM, LLC, as a Guarantor
		
	 By:
	 	Commonwealth Aluminum Concast, Inc., its sole member
		
	By:	 	 /s/ Sean M. Stack

	 Name:
	 	 Sean M. Stack

	 Title:
	 	 Senior Vice President and Treasurer

	
	COMMONWEALTH ALUMINUM LEWISPORT, LLC, as a Guarantor
		
	 By:
	 	CA Lewisport, LLC, its managing member
		
	 By:
	 	Commonwealth Industries, Inc., its sole member
		
	By:	 	 /s/ Sean M. Stack

	 Name:
	 	 Sean M. Stack

	 Title:
	 	 Senior Vice President and Treasurer

	 500 W. Jefferson, 19th Floor
 Louisville,
Kentucky 40202

	
	COMMONWEALTH ALUMINUM METALS, LLC, as a Guarantor
		
	 By:
	 	Commonwealth Aluminum Lewisport, LLC, its sole member
		
	 By:
	 	CA Lewisport, LLC, its managing member
		
	By:	 	Commonwealth Industries, Inc., its sole member
		
	By:	 	 /s/ Sean M. Stack

	 Name:
	 	 Sean M. Stack

	 Title:
	 	 Senior Vice President and Treasurer

	 500 W. Jefferson, 19th Floor
 Louisville,
Kentucky 40202



  

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	COMMONWEALTH ALUMINUM TUBE ENTERPRISES, LLC, as a Guarantor
		
	 By:
	 	Commonwealth Aluminum Concast, Inc., its sole member
		
	By:	 	 /s/ Sean M. Stack

	 Name:
	 	 Sean M. Stack

	 Title:
	 	 Senior Vice President and Treasurer

	 500 W. Jefferson, 19th Floor
 Louisville,
Kentucky 40202

	
	EXISTING SUBSIDIARY GUARANTORS
	
	ALCHEM ALUMINUM, INC.
	ALCHEM ALUMINUM SHELBYVILLE INC.
	GULF REDUCTION CORPORATION
	IMCO ENERGY CORPORATION
	IMCO INTERNATIONAL, INC.
	IMCO INVESTMENT COMPANY
	IMCO OPERATIONS SERVICES COMPANY
	IMCO RECYCLING OF CALIFORNIA, INC.
	IMCO RECYCLING OF IDAHO INC.
	IMCO RECYCLING OF ILLINOIS INC.
	IMCO RECYCLING OF INDIANA INC.
	IMCO RECYCLING OF OHIO INC.
	IMCO RECYCLING OF UTAH INC.
	IMCO RECYCLING SERVICES COMPANY
	IMSAMET, INC.
	INDIANA ALUMINUM INC.
	INTERAMERICAN ZINC, INC.
	METALCHEM, INC.
	MIDWEST ZINC CORPORATION
	PITTSBURG ALUMINUM, INC.
	ROCK CREEK ALUMINUM, INC.
	U.S. ZINC CORPORATION


  

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	 U.S. ZINC EXPORT CORPORATION WESTERN ZINC CORPORATION

			
	 	 	By:  	 	 /s/ Sean M. Stack

	 	 	 	 	 Name:
	 	 Sean M. Stack

	 	 	 	 	 Title:
	 	 Senior Vice President and Treasurer

	
	IMCO MANAGEMENT PARTNERSHIP L.P.
			
	 	 	By:	 	IMCO Recycling Inc., its general partner
			
	 	 	By:  	 	 /s/ Sean M. Stack

	 	 	 	 	 Name:
	 	 Sean M. Stack

	 	 	 	 	 Title:
	 	 Senior Vice President and Treasurer

	 	 	 	 	 	 	 
	
	IMCO INDIANA PARTNERSHIP L.P.
			
	 	 	By:	 	IMCO Energy Corp., its general partner
			
	 	 	By:  	 	 /s/ Sean M. Stack

	 	 	 	 	 Name:
	 	 Sean M. Stack

	 	 	 	 	 Title:
	 	 Senior Vice President and Treasurer

	
	IMCO RECYCLING OF MICHIGAN LLC
			
	 	 	By:	 	IMCO Recycling Inc., its manager
			
	 	 	By:  	 	 /s/ Sean M. Stack

	 	 	 	 	 Name:
	 	 Sean M. Stack

	 	 	 	 	 Title:
	 	 Senior Vice President and Treasurer



  

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	JPMORGAN CHASE BANK, N.A., as Trustee
		
	By:	 	 /s/ Dennis J. Roemlein

	 Name:
	 	 Dennis J. Roemlein

	 Title:
	 	 Vice President

	
	ALERIS INTERNATIONAL, INC.
		
	By:	 	 /s/ Sean M. Stack

	 Name:
	 	 Sean M. Stack

	 Title:
	 	 Senior Vice President and Treasurer



  

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