EX-4.6



 Exhibit 4.6 

Execution Version 

THIRD AMENDMENT TO CREDIT AGREEMENT 

This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of October 1, 2013, is entered into by and among
CONSTELLIUM ROLLED PRODUCTS RAVENSWOOD, LLC, a Delaware limited liability company (the “Borrower”), DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as administrative agent and collateral agent (in such capacity and
including any successors, the “Administrative Agent”) and the Lenders signatory hereto. All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Credit
Agreement (as defined below). 
 W I T N E S S E T H: 

WHEREAS, the Borrower, the Administrative Agent and the Lenders are parties to that certain Credit Agreement, dated as of May 25,
2012, by and among Constellium Holdco II B.V., Constellium US Holdings I, LLC, the Borrower, the Administrative Agent and the Lenders from time to time party thereto (as amended by the First Amendment to Credit Agreement, dated as of January 7,
2013, as further amended by the Second Amendment to Credit Agreement, dated as of March 20, 2013, and as further amended, modified or supplemented from time to time through, but not including, the date hereof, the “Credit
Agreement”); 
 WHEREAS, the Borrower has requested that the Administrative Agent and the Lenders agree to amend certain
provisions of the Credit Agreement as provided for herein; and 
 WHEREAS, on the terms and subject to the conditions set forth
herein, the Administrative Agent and the Lenders are willing to agree to such amendments relating to the Credit Agreement; 

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Borrower, the Administrative Agent and the Lenders hereby agree as follows: 
 1. Amendments to the
Credit Agreement. 
 (a) Section 1.01 of the Credit Agreement is hereby amended as follows: 

(i) Clause (a) of the definition of “Applicable Margin” set forth in Section 1.01 of the
Credit Agreement is hereby amended and restated to read in its entirety as follows: 
 (a)(i) at all times prior to the
Third Amendment Effective Date, with respect to Revolving Facility Loans, Agent Advances and Swing Line Loans, a percentage per annum equal to the rate set forth below opposite the then-applicable Average Quarterly Excess Availability for the
calendar quarter immediately preceding the calendar quarter in which the date of determination falls: 
  

											
	 Applicable Margin
	 
	 Pricing Level
	  	 Average Quarterly Excess Availability
	  	Eurodollar Rate
Loans and Letter
of Credit Fees	 	 	Base Rate Loans	 
	 I
	  	> 67%	  	 	2.00	% 	 	 	1.00	% 
	 II
	  	£ 67% but > 33%	  	 	2.25	% 	 	 	1.25	% 
	 III
	  	£ 33%	  	 	2.50	% 	 	 	1.50	% 








 (a)(ii) at all times on or after the Third Amendment Effective Date, with
respect to Revolving Facility Loans, Agent Advances and Swing Line Loans (whether such amounts were advanced prior to or after the Third Amendment Effective Date), a percentage per annum equal to the rate set forth below opposite the
then-applicable Average Quarterly Excess Availability for the calendar quarter immediately preceding the calendar quarter in which the date of determination falls: 
  

											
	 Applicable Margin
	 
	 Pricing Level
	  	 Average Quarterly Excess Availability
	  	Eurodollar Rate
Loans and Letter
of Credit Fees	 	 	Base Rate Loans	 
	 I
	  	> 67%	  	 	1.50	% 	 	 	0.50	% 
	 II
	  	£ 67% but > 33%	  	 	1.75	% 	 	 	0.75	% 
	 III
	  	£ 33%	  	 	2.00	% 	 	 	1.00	% 

 (ii) The definition of “Availability Triggering Event” is hereby amended and
restated to read in its entirety as follows: 
 “Availability Triggering Event” shall occur at any time
that (a) Availability is less than the Minimum Level 4 Availability for 5 consecutive days or (b) an Event of Default shall have occurred and be continuing. Once occurred, an Availability Triggering Event shall be deemed to be continuing
until such time as (A) in the case of an Availability Triggering Event described in clause (a), Availability exceeds the Minimum Level 4 Availability for 30 consecutive days or (B) in the case of an Availability Triggering Event described
in clause (b), the applicable Event of Default has been cured or waived in accordance with the terms hereof, as applicable. 

(iii) The phrase “provided, however, notwithstanding the foregoing, at no time shall more than 70% of the
Borrowing Base comprise amounts attributable to subclause (b)(x)(ii) above” at the end of the first paragraph of the definition of “Borrowing Base” set forth in Section 1.01 of the Credit Agreement is hereby
deleted. 

  
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 (iv) The definition of “Permitted Business Acquisition” set forth in
Section 1.01 of the Credit Agreement is hereby amended and restated to read in its entirety as follows: 

“Permitted Business Acquisition” means any acquisition of all or substantially all the assets of, or all or
substantially all the Equity Interests (other than directors’ qualifying shares) in (or that results in the Borrower or its Subsidiaries owning all or substantially all the Equity Interests in), or merger, consolidation or amalgamation with, a
person or division or line of business of a person (or any subsequent investment made in a person, division or line of business previously acquired in a Permitted Business Acquisition), but only if: (i) no Event of Default shall have occurred
and be continuing or would result therefrom; (ii) all transactions related thereto shall be consummated in accordance with applicable laws; (iii) with respect to any such acquisition or investment with a fair market value (as determined in
good faith by the Borrower) in excess of $1,000,000, (A) the Availability, both after giving effect to such acquisition and investment and at all times during the 60 calendar days immediately prior to such assumption and investment, in each
case on a Pro Forma Basis, would be, and was, greater than the Minimum Level 4 Availability or (B)(1) the Availability, both after giving effect to such acquisition and investment and at all times during the 60 calendar days immediately prior to
such acquisition and investment, in each case on a Pro Forma Basis, would be, and was, greater than the Minimum Level 3 Availability and (2) the Fixed Charge Coverage Ratio, on a Pro Forma Basis both before and after giving effect to such
acquisition and investment, shall not be less than 1.0:1.0; (iv) any acquired or newly formed Subsidiary shall not be liable for any Indebtedness except for Indebtedness permitted by Section 7.01; and (v) to the extent required
by Section 6.10, any person acquired in such acquisition, if acquired by the Borrower or a Domestic Subsidiary, shall be merged into the Borrower or a Subsidiary Loan Party or become upon consummation of such acquisition a Borrower or
Subsidiary Loan Party. 
 (v) The definition of “Revolving Facility Maturity Date” set forth in
Section 1.01 of the Credit Agreement is hereby amended and restated to read in its entirety as follows: 

“Revolving Facility Maturity Date” means October 1, 2018. 

(vi) Section 1.01 of the Credit Agreement is hereby amended by inserting the following definition in appropriate
alphabetical order: 
 “Third Amendment Effective Date” means the “Effective Date,” as defined in
the Third Amendment to Credit Agreement, dated as of October 1, 2013, among the Borrower, the Administrative Agent and the Lenders party thereto. 

(b) Section 2.12 of the Credit Agreement is hereby amended by amending and restating clause (a) of such Section in
its entirety to read as follows: 
 “(a) The Borrower shall pay to the Administrative Agent for the account of each Revolving Facility
Lender (other than Defaulting Lenders), in accordance with each such Lender’s Revolving Facility Percentage, a quarterly commitment fee (the “Commitment Fee”) equal to the product of (i) the average daily Unutilized
Commitments during each calendar quarter (or, in the case of the first calendar quarter ending after the Closing Date, during the period from the Closing Date to the end of such calendar quarter), multiplied by (ii)(A) 0.25% per annum
(with respect to each such period during which (x) the average daily Unutilized Commitments during such period divided by (y) the average daily Revolving Credit Commitments for such period is less than 50%), or
(B) 0.375% per annum (with respect to each such period during which (x) the average daily Unutilized Commitments during such period divided by (y) the average daily Revolving Credit Commitments for such period is
greater than or equal to 50%), in each case subject to adjustment as provided in Section 2.17. For the avoidance of doubt, the Outstanding Amount of Swing Line Loans shall not be counted towards or considered usage


  
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of the aggregate Commitments for purposes of determining the Commitment Fee. The Commitment Fee shall accrue at all times during the Availability Period, including at any time during which one or
more of the conditions in Article V is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and
on the last day of the Availability Period. The Commitment Fee shall be calculated quarterly in arrears, shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but
excluding the last day).” 
 (c) Section 6.14 of the Credit Agreement is hereby amended by amending and restating clause
(a) of such Section in its entirety to read as follows: 
 “(a) Provide, or cause to be provided, to the Administrative Agent, a
Borrowing Base Certificate (i) on or before the tenth (10th) Business Day of each calendar month for the preceding calendar month-end, (ii) during the continuance of an Availability
Triggering Event, on each Friday (with respect to the week ending the previous Friday) or any later date approved by the Administrative Agent in its sole discretion, and (iii) if, on any date, the average per unit market value of Eligible
Inventory has declined by more than 20% from that reported on the then most recently delivered Borrowing Base Certificate (as reasonably determined by the Administrative Agent or the Borrower), within three Business Days after such date, in each
case in form reasonably satisfactory to the Administrative Agent and containing the information identified in Schedule 6.14. If any of the Loan Parties’ records or reports of the Collateral required to be delivered pursuant to this
Agreement or any other Loan Document are prepared by an accounting service or other agent, each Loan Party hereby authorizes such service or agent to deliver such records or reports to the Administrative Agent, for distribution to the Lenders.
Without limiting the foregoing, the Borrower may, at or prior to the closing of a Permitted Business Acquisition (but subject to any review of the acquired Borrower’s Eligible Accounts and Eligible Inventory as required by the definitions of
such terms), deliver a revised Borrowing Base Certificate showing the Borrowing Base on a Pro Forma Basis after giving effect to such acquisition, which would be effective for purposes of Borrowing as of the time of the closing of such Permitted
Business Acquisition and, for the avoidance of doubt, demonstrating compliance with the requirements of clause (iii) of the definition thereof. The Borrower shall be permitted upon notice of such election to the Administrative Agent to deliver
an updated Borrowing Base Certificate more frequently than monthly (as specified in such notice); provided that in such case, the Borrower shall, for the immediately following 90 days, deliver an updated Borrowing Base Certificate with the
same frequency as the frequency specified in such notice. 
 (d) Section 7.06 of the Credit Agreement is hereby amended by
amending and restating clause (m) of such Section in its entirety to read as follows: 
 “(m) the Borrower may make any
Restricted Payment; provided that (I) no Event of Default shall have occurred and be continuing or would result therefrom, and (II)(x) the Availability, both after giving effect to such Restricted Payment and at all times during the 60
calendar days immediately prior to such Restricted Payment, in each case on a Pro Forma Basis, would be, and was, greater than the Minimum Level 5 Availability or (y)(1) the Availability, both after giving effect to such Restricted Payment and at
all times during the 60 calendar days immediately prior to such Restricted Payment, in each case on a Pro Forma Basis, would be, and was, greater than the Minimum Level 4 Availability and (2) the Fixed Charge Coverage Ratio, on a Pro Forma
Basis both before and after giving effect to such Restricted Payment, shall not be less than 1.1:1.0.” 

  
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 (e) Section 7.09 of the Credit Agreement is hereby amended by amending and restating
clause (b)(i) of such Section in its entirety to read as follows: 
 “(b)(i) Make, or agree or offer to pay or make, directly or
indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness which by its terms is subordinated in right or payment to the ABL Credit Obligations and
which Indebtedness is incurred pursuant to Section 7.01(k), any subordinated Permitted Refinancing Indebtedness in respect of the foregoing, any preferred Equity Interests or any Disqualified Stock (each of the foregoing, a
“Junior Financing”), or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation
or termination in respect of any Junior Financing except for (A) Refinancings with the proceeds of Permitted Refinancing Indebtedness, (B) payments of (x) regularly scheduled interest of any Junior Financing and (y) other than
with respect to any subordinated Indebtedness incurred pursuant to Section 7.01(k) or (r), principal on the scheduled maturity date of any Junior Financing, (C) payments or distributions in respect of all or any portion of
the Junior Financing with the proceeds contributed to the Borrower by the Holdcos from the issuance, sale or exchange by the Holdcos (or any Parent Entity) of Equity Interests made within eighteen months prior thereto, (D) the conversion of any
Junior Financing to Equity Interests of the Holdcos or any Parent Entity and (E) so long as (I) no Default or Event of Default has occurred and is continuing or would result therefrom, and (II) (x) the Availability, both after giving
effect to such payment or distribution and at all times during the 60 calendar days immediately prior to such payment or distribution, in each case on a Pro Forma Basis, would be, and was, greater than the Minimum Level 5 Availability or (y)(1) the
Availability, both after giving effect to such payment or distribution and at all times during the 60 calendar days immediately prior to such payment or distribution, in each case on a Pro Forma Basis, would be, and was, greater than the Minimum
Level 4 Availability and (2) the Fixed Charge Coverage Ratio, on a Pro Forma Basis both before and after giving effect to such payment or distribution, shall not be less than 1.1:1.0, payments or distributions in respect of Junior Financings
prior to their scheduled maturity date; or” 
 2. Conditions to Effectiveness. This Amendment shall become effective upon the
date hereof only upon the satisfaction of all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the “Effective Date”): 

(a) The Administrative Agent (or its counsel) shall have received either (i) a counterpart of this Amendment signed on behalf of the
Borrower and each Lender or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that the Borrower and each Lender have signed a
counterpart of this Amendment. 
 (b) The representations and warranties of each Loan Party set forth in the Loan Documents shall be true
and correct in all material respects on and as of the Effective Date before and after giving effect to the amendments contemplated hereunder, as though made on and as of the Effective Date; provided that, to the extent that such
representations and warranties specifically refer to an earlier date or period, they shall be true and correct in all material respects as of such earlier date or period; provided, further, that any representation and warranty that is
qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on the date of such credit extension or on such earlier date, as the case may be (after giving effect to such
qualification). 

  
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 (c) The Administrative Agent shall have received (i) an amendment fee, for the account of
each Lender party to this Amendment, in an amount equal to 0.20% of the outstanding principal amount of such Lender’s Revolving Facility Loans under the Credit Agreement and (ii) all fees and other amounts previously agreed in writing by
the Administrative Agent, and the Borrower to be due and payable on or prior to the Effective Date, including, to the extent invoiced at least one Business Day prior to the Effective Date, reimbursement or payment of all out-of-pocket expenses
(including reasonable fees, charges and disbursements of counsel) required to be so reimbursed or paid. 
 (d) At the time of and
immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing. 
 3.
Miscellaneous Provisions. 
 (a) This Amendment is limited as specified and shall not constitute a modification, acceptance or
waiver of any other provisions of the Credit Agreement or any other Loan Document. Except as specifically set forth above, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed.

 (b) This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of
which counterparts when executed and delivered (including by facsimile or electronic transmission) shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the
Borrower and the Administrative Agent. 
 (c) THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT
OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAWS
PRINCIPLES THEREOF THAT WOULD REQUIRE THE APPLICATION OF LAWS OF ANOTHER JURISDICTION. 
 (d) From and after the Effective Date, all
references in the Amended and Restated Credit Agreement and in each of the other Loan Documents to the “Credit Agreement” or the “Loan Documents” shall be deemed to be references to the “Credit Agreement” and other Loan
Documents as amended, amended and restated, supplemented or otherwise modified hereby. This Amendment shall constitute a Loan Document for all purposes under the Amended and Restated Credit Agreement and each of the other Loan Documents. 

(e) This Amendment shall be binding upon and inure to the benefit of the Borrower and the other Loan Parties and each of their respective
successors and assigns, and upon the Administrative Agent and the Lenders and their respective successors and assigns. 
 (f) Any provision
of 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 such
prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 

[Signature pages follow] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to
execute and deliver this Amendment as of the date first above written. 
  

							
	CONSTELLIUM ROLLED PRODUCTS
	RAVENSWOOD, LLC,
	As Borrower
			
		 	By:	 	 /s/ Derrick A. Dond

		 		 	Name:	 	Derrick A. Dond
		 		 	Title:	 	CFO


 [Signature Page to Third Amendment] 







 
			
	DEUTSCHE BANK TRUST COMPANY AMERICAS,
	as Administrative Agent
		
	By:	 	 /s/ Marcus M. Tarkington

		 	Authorized Signatory
		 	Marcus M. Tarkington
		 	Director
		
	By:	 	 /s/ Michael Winters

		 	Authorized Signatory
		 	Michael Winters
		 	Vice President


 [Signature Page to Third Amendment] 







 
							
	Deutsche Bank Trust Company Americas,
	as a Lender
			
		 	By:	 	 /s/ Marcus M. Tarkington

		 		 	Name:	 	Marcus M. Tarkington
		 		 	Title:	 	Director
			
		 	By:	 	 /s/ Michael Winters

		 		 	Name:	 	Michael Winters
		 		 	Title:	 	Vice President









 
							
	 JPMORGAN CHASE BANK, N.A.
	 	,
	as a Lender
				
		 	By:	 	 /s/ Peter S. Predun
	 	
		 		 	Name:  Peter S. Predun	 	
		 		 	Title:    Executive Director	 	









 
					
	 Goldman Sachs Bank USA
	 	,
	as a Lender
			
	        By:	 	 /s/ Mark Walton
	 	
		 	Name:  Mark Walton	 	
		 	Title:    Authorized Signatory	 	









 
			
	BARCLAYS BANK PLC,
	as a Lender
		
	        By:	 	 /s/ Christopher R. Lee

		 	Name:  Christopher R. Lee
		 	Title:    Assistant Vice President









 
					
	Webster Business Credit Corporation,	 	
	as a Lender	 	
			
	        By:	 	 /s/ Kevin G. Coleman
	 	
		 	Name:  Kevin G. Coleman	 	
		 	Title:    Vice President