NY3:#7193795v3

                              Execution Counterpart



                       AMENDMENT NO. 1 TO CREDIT AGREEMENT

   AMENDMENT NO. 1 TO CREDIT AGREEMENT dated as of December 22, 1998 between:

                  (1)   COMMONWEALTH   INDUSTRIES,   INC.,  a  corporation  duly
         organized and validly  existing under the laws of the State of Delaware
         (the "Parent");

                  (2) CI  HOLDINGS,  INC.,  a  corporation  duly  organized  and
         validly existing under the laws of the State of Delaware ("Holdings");

                  (3)  COMMONWEALTH  ALUMINUM  CORPORATION,  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., a corporation duly
         organized  and  validly  existing  under  the laws of the State of Ohio
         ("CACI")  and,  together  with CAC and Alflex,  each a "Borrower"  and,
         collectively, the "Borrowers");

                  (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 and the Borrowers,
         the "Obligors");

                  (7) each of the lenders identified under the caption "LENDERS"
         on  the  signature   pages  hereto   (individually,   a  "Lender"  and,
         collectively, the "Lenders"); and

                  (8) 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,  the Lenders,  and the Administrative  Agent are parties to a Second
Amended  and  Restated  Credit  Agreement  dated  as of  December  19,  1997 (as
heretofore amended, the "Credit Agreement"), providing, subject to the terms and
conditions  thereof,  for loans to be made by said  Lenders to the Company in an
aggregate principal or face amount not exceeding $100,000,000.

     The Obligors have requested that the Credit Agreement be amended 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 Credit 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  Credit
Agreement shall be amended as follows:

                  A. The definition of "Applicable  Facility Fee  Percentage" in
Section 1.01 of the Credit Agreement shall be amended to read in its entirety as
follows:

                  "Applicable  Facility Fee Percentage" shall mean, at any time,
         the  percentage set forth in the schedule below opposite the Applicable
         Pricing Level in effect at such time:

------------------------------- =============================================
          Applicable                               Applicable Facility
        Pricing Level                                 Fee Percentage
------------------------------- =============================================
              1                                           0.425%
------------------------------- =============================================
              2                                           0.450%
------------------------------- =============================================
              3                                           0.475%
------------------------------- =============================================
              4                                           0.500%
------------------------------- =============================================

                  B. The  definition of  "Applicable  Margin" in Section 1.01 of
the Credit Agreement shall be amended to read in its entirety as follows:

                  "Applicable  Margin" shall mean, at any time, for each Type of
         Loan set forth below, the percentage set forth below such Type opposite
         the Applicable Pricing Level in effect at such time:

====================== --------------------------------- =====================
     Applicable
    Pricing Level              Base Rate Loans               Eurodollar Loans
====================== --------------------------------- =====================
          1                         0.075%                             1.325%
====================== --------------------------------- =====================
          2                         0.175%                             1.425%
====================== --------------------------------- =====================
          3                         0.275%                             1.525%
====================== ================================= =====================
          4                         0.500%                             1.750%
====================== ================================= =====================

         The  Applicable  Margin  for  Swingline  Loans at any time shall be the
         Applicable  Margin in effect for  Revolving  Credit Loans that are Base
         Rate Loans at such time.

                  C. Section 9.10(b) shall be amended in its entirety to read as
follows:

                  "(b)  Interest Coverage Ratio.

                  The Parent will not permit the Total  Interest  Coverage Ratio
         to be less than the following  respective ratios at any time during the
         following respective periods:

                           Period                                   Ratio

                From the Restatement Effective Date
                  through December 30, 1998                      2.00 to 1.00

                From December 31, 1998
                  through September 29, 1999                     2.25 to 1.00

                From September 30, 1999
                  through December 30, 1999                      2.50 to 1.00

                From December 31, 1999
                  through December 30, 2000                      3.00 to 1.00

                From December 31, 2000
                  and at all times thereafter                    3.50 to 1.00"

                  D. Extension of Scottsboro Consent. The Parent, Holdings, CAC,
Alflex,  CACI, the Subsidiary  Guarantors,  the Lenders,  and the Administrative
Agent are  parties  to a  Consent  dated as of August  26,  1998 (as  heretofore
amended,  the  "Consent"),  by which  the  Lenders,  subject  to the  terms  and
conditions thereof,  consented to the Scottsboro  Acquisition (as defined in the
Consent).  The parties  hereto  hereby  agree to extend the period for which the
Scottsboro Acquisition may occur by amending Section 2 of the Consent to replace
the date  "November 30, 1998" set forth at the end of the first sentence of said
Section with "March 31, 1999". Furthermore, each Obligor represents and warrants
to the  Lenders  and the  Administrative  Agent  that  the  representations  and
warranties  set forth in Section 4 of the Consent  are true and  complete in all
material respects on the date hereof.  Except as expressly herein provided,  the
Consent shall remain unchanged and in full force and effect.

                  E. General.  Each  reference in the Credit  Agreement to "this
Agreement",  "the Credit  Agreement" or words of similar import, or in the Notes
or other Credit Documents to "the Credit  Agreement" or words of similar import,
shall be deemed to refer to the Credit Agreement as amended hereby.

                  Section  3.  Representations  and  Warranties.   Each  of  the
Obligors  represents  and warrants to the Lenders and the  Administrative  Agent
that (i) no Default  has  occurred  and is  continuing  on the date  hereof both
before  and  after  giving  effect  to  this   Amendment  No.  1  and  (ii)  the
representations  and warranties  set forth in Section 8 of the Credit  Agreement
and in the other Credit Documents 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 the Credit Agreement referred to each of the Credit
Agreement as amended  hereby and this  Amendment No. 1. The Obligors  agree that
the foregoing representation and warranty shall be a representation and warranty
made by an Obligor in a  modification  to the Credit  Agreement  for purposes of
Section 10(c) of the Credit Agreement.

                  Section  4.  Conditions  Precedent.  The  amendments  and  the
extension in Section 2 hereof shall become  effective as of the date hereof upon
(i)  receipt  by the  Administrative  Agent of one or more  counterpart  of this
Amendment  No. 1 executed by each of the Obligors  and the Lenders  constituting
the Majority Lenders (or evidence  satisfactory to the  Administrative  Agent of
such execution) and (ii) payment by the Parent of the consent fee the Parent has
agreed to pay to each Lender who has  heretofore  executed  and  delivered  this
Amendment No. 1.

     Section 5. Miscellaneous.  Except as expressly herein provided,  the Credit
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.


<PAGE>


                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Amendment  No. 1 to be duly  executed and delivered as of the day and year first
above written.

                                   THE PARENT

                          COMMONWEALTH INDUSTRIES, INC.



                           By_________________________
                                     Title:


                                    HOLDINGS

                                CI HOLDINGS, INC.



                           By_________________________
                                     Title:


                                  THE BORROWERS

                              COMMONWEALTH ALUMINUM
                                  CORPORATION



                           By_________________________
                                     Title:

                               ALFLEX CORPORATION



                           By_________________________
                                     Title:

                         COMMONWEALTH ALUMINUM CONCAST,
                                      INC.



                           By_________________________
                                     Title:


                              SUBSIDIARY GUARANTOR

                     COMMONWEALTH ALUMINUM SALES CORPORATION



                           By_________________________
                                     Title:


<PAGE>



                                     LENDERS


                          NATIONAL WESTMINSTER BANK PLC



                           By_________________________
                                     Title:


                         PNC BANK, NATIONAL ASSOCIATION



                           By_________________________
                                     Title:


                               ABN AMRO BANK N.V.



                           By_________________________
                                     Title:


                                BANK OF MONTREAL



                           By_________________________
                                     Title:
                            CREDIT AGRICOLE INDOSUEZ



                           By_________________________
                                     Title:



                           By_________________________
                                     Title:


                                MELLON BANK, N.A.



                           By_________________________
                                     Title:


                               THE INDUSTRIAL BANK
                                OF JAPAN, LIMITED



                           By_________________________
                                     Title:


                       FIFTH THIRD BANK OF KENTUCKY, INC.



                           By_________________________
                                     Title:


<PAGE>



                            THE ADMINISTRATIVE AGENT

                         NATIONAL WESTMINSTER BANK PLC,
                             as Administrative Agent


                           By_________________________
                                     Title: