AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as
of August 19, 1999, by and among  COMMONWEALTH  INDUSTRIES,  INC., a corporation
duly organized and validly existing under the laws of the State of Delaware (the
"Parent");  COMMONWEALTH ALUMINUM CORPORATION,  a corporation duly organized and
validly  existing  under  the laws of the  State  of  Delaware  ("CAC');  ALFLEX
CORPORATION, a corporation duly organized and validly existing under the laws of
the  State of  Delaware  ("Alflex");  COMMONWEALTH  ALUMINUM  CONCAST,  INC.,  a
corporation  duly organized and validly  existing under the laws of the State of
Ohio  ("CACI");  each of the  Subsidiaries  of the Parent party thereto (each, a
"Subsidiary Guarantor" and, collectively,  the Subsidiary Guarantors");  each of
the  lenders  that  is  a  signatory  hereto  (individually,   a  "Lender"  and,
collectively,  the  "Lenders");  NATIONAL  WESTMINSTER  BANK PLC (the "Resigning
Agent"); and Bank One, Indiana, N.A. (the "Successor Agent").

                                                     RECITALS:

                  Reference is made to the Second  Amended and  Restated  Credit
Agreement  dated as of December  19, 1997 (the "Credit  Agreement")  between the
Parent, CAC, Alflex,  CACI, CI HOLDINGS,  INC., the Subsidiary  Guarantors,  the
Lenders,  and the Resigning  Agent as  administrative  agent for the Lenders (in
such   capacity,   together   with  its   successors  in  such   capacity,   the
"Administrative Agent") providing,  subject to the terms and conditions thereof,
for loans to be made by said Lenders to the Borrowers in an aggregate  principal
or face amount not exceeding $100,000,000.

                  Section  11.08  of the  Credit  Agreement  provides  that  the
Administrative  Agent may resign by giving  notice  thereof to the Lenders,  the
Parent and the Borrowers.

                  As set forth herein,  the Resigning  Agent wishes to resign as
Administrative Agent and Issuing Bank under the Credit Agreement.

                  Section 11.08 of the Credit Agreement further provides that if
the Administrative Agent shall resign, the Majority Lenders shall have the right
to appoint a successor Administrative Agent.

                  By virtue  of the  consent  of the  Lenders  constituting  the
Majority Lenders set forth below, such Lenders have consented to the resignation
of the  Resigning  Agent as  Administrative  Agent and as Issuing Bank under the
Credit Agreement and to the appointment of the Successor Agent as Administrative
Agent and Issuing Bank thereunder.

                  Subject  to the terms and  conditions  hereof,  the  Successor
Agent is willing to accept such appointment.

                  Accordingly,  the Resigning Agent, the Parent,  the Borrowers,
the  Subsidiary  Guarantors,  the  Lenders  and the  Successor  Agent for and in
consideration of the premises and of other good and valuable consideration,  the
receipt and sufficiency of which are acknowledged, consent and agree as follows:

                                                  ARTICLE I

                                         THE RESIGNING AGENT

         SECTION1.01.  Pursuant to Section  11.08 of the Credit  Agreement,  the
Resigning Agent hereby  notifies the Lenders,  the Parent and the Borrowers that
it  resigns  as  Administrative  Agent and as  Issuing  Bank  under  the  Credit
Agreement as of the Effective Date.

         SECTION  1.02.  The  Resigning  Agent  represents  and  warrants to the
Successor  Agent that this  Agreement  has been duly  authorized,  executed  and
delivered on behalf of the Resigning Agent.

         SECTION 1.03.  The Resigning  Agent  assigns,  transfers,  delivers and
confirms  to  the  Successor  Agent  the  rights,   powers  and  duties  of  the
Administrative  Agent and  Issuing  Bank  under  the  Credit  Agreement  and the
Security Documents,  and the Successor Agent hereby accepts such rights,  powers
and duties.  The  Resigning  Agent and by its execution  hereof the Parent,  the
Borrowers, the Subsidiary Guarantors and the Lenders, each agrees to execute and
deliver such further  instruments  and take such actions as the Successor  Agent
reasonably may request so as to more fully and certainly vest and confirm in the
Successor Agent all the rights, powers and duties hereby assigned,  transferred,
delivered and confirmed to the Successor Agent as the  Administrative  Agent and
the  Issuing  Bank and to execute  and  deliver  such  further  instruments  and
documents as the Successor  Agent may  reasonably  request,  including,  without
limitation, UCC-3 assignments.

         SECTION  1.04.  The  Successor  Agent  acknowledges  receipt  from  the
Resigning  Agent of a copy of the Credit  Agreement.  The Resigning  Agent shall
promptly,  and in any event within two Business Days after the  Effective  Date,
deliver to the Successor  Agent after the Effective  Date copies as requested of
all other  documents  delivered to the Resigning  Agent in  connection  with all
prior  fundings  under the Credit  Agreement and originals (as available) of the
Credit Agreement,  the Security  Documents,  the possessory  collateral security
delivered to the Resigning  Agent under the Pledge and Security  Agreement,  the
Mortgages and all other documents, resolutions,  opinions, and other instruments
delivered in connection with the Credit Agreement.

                                                 ARTICLE 2

                                               APPOINTMENT

         SECTION  2.01.  As a result of the  consent  of the  Lenders  set forth
below,  the Majority  Lenders have consented to the appointment of the Successor
Agent as the  Administrative  Agent and Issuing Bank under the Credit  Agreement
and the Security Documents. Accordingly, there is hereby vested in the Successor
Agent all the rights,  powers,  duties and  obligations  of the Resigning  Agent
under the Credit Agreement and the Security Documents as of the Effective Date.

                                                  ARTICLE 3

                                         THE SUCCESSOR AGENT

         SECTION  3.01.  The  Successor  Agent  represents  and  warrants to the
Resigning  Agent,  the Lenders,  the Parent,  the Borrowers  and the  Subsidiary
Guarantors that this Agreement has been duly authorized,  executed and delivered
on behalf of the Successor Agent.

         SECTION 3.02. The Successor  Agent accepts its appointment as successor
Administrative  Agent and  Issuing  Bank  under  the  Credit  Agreement  and the
Security  Documents  as of the  Effective  Date and accepts the rights,  powers,
duties and  obligations of the Resigning Agent as the  Administrative  Agent and
Issuing Bank under the Credit  Agreement  and the  Security  Documents as of the
Effective Date, upon the terms and conditions set forth therein.


<PAGE>



                                                  ARTICLE 4

                                            OTHER PROVISIONS

         SECTION 4.01. Except as otherwise  expressly  provided herein or unless
the context  otherwise  requires,  all terms used herein that are defined in the
Credit  Agreement  shall  have  the  meanings  assigned  to them  in the  Credit
Agreement,

         SECTION 4.02.  This  Agreement  and the  resignation,  appointment  and
acceptance  effected  hereby  shall be  effective as of the close of business on
August 18, 1999 (the "Effective Date").

         SECTION  4.03.  This  Agreement  shall be governed by and  construed in
accordance with the laws of the State of New York.

         SECTION  4.04.  This  Agreement  may  be  executed  in  any  number  of
counterparts  each of which shall be an original,  but such  counterparts  shall
together constitute but one and the same instrument.

         SECTION 4.05. The Resigning Agent agrees that at any time and from time
to time upon the written  request of the  Successor  Agent,  it will execute and
deliver  such  further  documents  and do such  further  acts and  things as the
Successor Agent may reasonably request in order to effect the appointment of the
Successor Agent.

         SECTION 4.06. The Successor  Agent agrees to pay to the Resigning Agent
the Facility Fee, Letter of Credit fee and Swingline  interest in the amounts of
$13,650.00,  $17,236.00 and $676.48, respectively, as such fees shall be paid in
arrears to the Successor Agent by the Borrowers for the period ending  September
1,  1999.  Notwithstanding  anything  in this  Agreement  to the  contrary,  the
Successor  Agent shall have no  obligation to make any payments to the Resigning
Agent under this  Section  4.06 unless the  Successor  Agent has  received  such
amounts from the Borrowers under the Credit Agreement.

         IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement of
Resignation,  Appointment  and  Acceptance to be duly executed as of the day and
year first above written.

                                                     THE PARENT

                          COMMONWEALTH INDUSTRIES, INC.


                          By: _____________________________________________
                              Title:

                                                     THE BORROWERS

                          COMMONWEALTH ALUMINUM CORPORATION


                          By: _____________________________________________
                              Title:



<PAGE>


                          ALFLEX CORPORATION

                          By: _____________________________________________
                              Title:

                          COMMONWEALTH ALUMINUM CONCAST, INC.

                          By: _____________________________________________
                              Title:

                                            SUBSIDIARY GUARANTOR

                          COMMONWEALTH ALUMINUM SALES CORPORATION

                          By: _____________________________________________
                              Title:

                          NATIONAL WESTMINSTER BANK PLC,
                                              as Resigning Agent

                          By: _____________________________________________
                              Name:
                              Title:

                          BANK ONE, INDIANA, N.A.,
                                                     as Successor Agent

                          By: _____________________________________________
                              Name:
                              Title:

         The Lenders  under Credit  Agreement,  hereby  consent to the foregoing
Resignation, Appointment and Acceptance.

                                                     LENDERS

                          NATIONAL WESTMINSTER BANK PLC

                          By: _____________________________________________
                              Title:

                          PNC BANK, NATIONAL ASSOCIATION

                          By: _____________________________________________
                              Title:

                          ABN AMRO BANK N.V.

                          By: _____________________________________________
                              Title:



<PAGE>


                           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:

                           BANK ONE, INDIANA, N.A.

                           By: _____________________________________________
                               Title: