EX-10.25.5





 Exhibit 10.25.5 

EXECUTION VERSION 
 FIFTH
OMNIBUS AMENDMENT 
 This FIFTH OMNIBUS AMENDMENT, dated as of October 22, 2018 (this “Amendment”) is: 

(1)    THE SIXTH AMENDMENT to the RECEIVABLES SALE AGREEMENT, between CONSTELLIUM MUSCLE SHOALS LLC (f/k/a WISE ALLOYS
LLC), as seller (the “RSA Seller) and CONSTELLIUM MUSCLE SHOALS FUNDING II LLC (f/k/a WISE ALLOYS FUNDING II LLC), as purchaser; and 

(2)    THE FIFTH AMENDMENT to the AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, among CONSTELLIUM MUSCLE SHOALS
FUNDING II LLC (f/k/a WISE ALLOYS FUNDING II LLC), as seller (the “RPA Seller”), CONSTELLIUM MUSCLE SHOALS LLC (f/k/a WISE ALLOYS LLC), as servicer (the “Servicer”), HITACHI CAPITAL AMERICA CORP. (together with its
successors and permitted assigns) (“HCA”), as a purchaser, INTESA SANPAOLO S.P.A., NEW YORK BRANCH (together with its successors and permitted assigns), as a purchaser (and, together with HCA, in such capacity, the
“Purchasers”), and GREENSILL CAPITAL (UK) LTD., as purchaser agent (the “Purchaser Agent”). 
 RECITALS

 WHEREAS, the RSA Seller and the RPA Seller have heretofore entered into the RECEIVABLES SALE AGREEMENT, dated as of
March 16, 2016 (as amended, restated, supplemented, assigned or otherwise modified from time to time, the “Receivables Sales Agreement”); 

WHEREAS, CONSTELLIUM INTERNATIONAL SAS (successor of CONSTELLIUM HOLDCO II B.V.) (the “Parent”) has heretofore
entered into a PERFORMANCE UNDERTAKING, dated as of March 16, 2016, in favor of the RPA Seller with respect to obligations under the Receivables Sale Agreement (the “First Tier Parent Guarantee”); 

WHEREAS, the RPA Seller, the Servicer, the Purchasers and the Purchaser Agent heretofore entered into the AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT, dated as of November 22, 2016 (as amended, restated, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”; together with the Receivables Sales Agreement,
each an “Agreement” and collectively, the “Agreements”); 
 WHEREAS, the Parent has heretofore
entered into an AMENDED AND RESTATED PERFORMANCE UNDERTAKING, dated as of November 22, 2016, in favor of the Purchasers with respect to obligations under the Receivables Purchase Agreement (the “Second Tier Parent
Guarantee,” and together with the First Tier Parent Guarantee, the “Guarantees”); and 
 WHEREAS, the
parties hereto seek to modify each of the Agreements upon the terms hereof. 
 NOW, THEREFORE, in exchange for good and valuable
consideration (the receipt and sufficiency of which are hereby acknowledged and confirmed), the parties hereto agree as follows: 

SECTION 1.    Definitions. Unless otherwise defined or provided herein, capitalized terms used herein have the
meanings attributed thereto in (or by reference in) the Agreements, as applicable. 

  
 Wise Alloys: Fifth
Omnibus Amendment 













 SECTION 2.    Amendment to the Receivables Sale Agreement. The
Receivables Sale Agreement is hereby amended as follows: 
 (a)    Clause (iv) of the definition of
“Eligible Receivable” set forth in Exhibit A of the Receivables Sale Agreement is hereby amended and restated in its entirety as follows: 

“(iv)    that by its terms has an Invoice Due Date that is no more than 135 days from the original
invoice date and such Invoice Due Date has not occurred,” 
 SECTION 3.    Amendment to the Receivables Purchase
Agreement. The Receivables Purchase Agreement is hereby amended as follows: 
 (a)    Clause (iv) of the
definition of “Eligible Receivable” set forth in Exhibit A of the Receivables Purchase Agreement is hereby amended and restated in its entirety as follows: 

“(iv)    that by its terms has an Invoice Due Date that is no more than 135 days from the original
invoice date and such Invoice Due Date has not occurred,” 
 SECTION 4.    Consent. The Parent hereby
(a) consents to the RSA Seller and the RPA Seller entering into this Amendment, (b) consents to the increase to 135 days to the maximum receivables tenor set forth in the definition of “Eligible Receivable” as defined in each of
the Receivables Sale Agreement and the Receivables Purchase Agreement as contemplated by Sections 2 and 3 of this Amendment, respectively, and (c) confirms and restates its obligations under the First Tier Parent Guarantee and the Second Tier
Parent Guarantee with respect to (i) the effectiveness of the Receivables Sale Agreement and the Receivables Purchase Agreement, respectively, each of which may be amended from time to time; and (ii) the effectiveness of this Amendment and
after giving effect thereto. The Parent further confirms and agrees that the First Tier Parent Guarantee and the Second Tier Parent Guarantee have not been annulled, revoked, rescinded or terminated prior to the date hereof. 

SECTION 5.    Condition to Effectiveness. This Amendment shall become effective on the date on which all of the
following conditions have been satisfied: 
 (a)    each of the parties hereto shall have received counterparts of this
Amendment executed by each of the other parties hereto (including facsimile or e-mail signature pages); and 

(b)    the representations and warranties contained in each of the Agreements and in this Amendment shall be true and
correct both as of the date hereof and immediately after giving effect to this Amendment. 
 SECTION
6.    Representations and Warranties. Each of the RSA Seller, RPA Seller and the Parent, on and as of the date hereof, make the following representations and warranties: 

(a)    Authority. It has the requisite corporate power and authority to execute and deliver this Amendment and to
perform its obligations hereunder and under the Agreements (as amended hereby) and the Guarantees, as the case may be. The execution and delivery and performance by it of this Amendment and the performance of the Agreements (as amended hereby) and
the Guarantees, as the case may be, have been duly approved by all necessary corporate action, and no other corporate proceedings are necessary to consummate such transactions; 

  

					
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 (b)    Enforceability. This Amendment has been duly executed and
delivered by it. Each of the Agreements (as amended hereby) and the Guarantees, as the case may be, is a legal, valid and binding obligation enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency,
moratorium or other similar laws affecting the rights of creditors and to general principles of equity, and is in full force and effect; 

(c)    Representations, Warranties and Covenants. Its representations, warranties and covenants contained in the
Agreements and the Guarantees, as the case may be (other than any such representations or warranties that, by their terms, are specifically made as of a date other than the date hereof), are correct on and as of the date hereof as though made on and
as of the date hereof; and 
 (d)    No Termination Event. No Termination Event has occurred and is continuing.

 SECTION 7.    Effect of Amendment; Ratification. 

(a)    Upon the effectiveness of this Amendment, (i) all references in the Receivables Sale Agreement or in any other
Transaction Document to “the Receivables Sale Agreement,” “this Agreement,” “hereof,” “herein” or words of similar effect, in each case referring to the Receivables Sale Agreement, shall be deemed to be
references to the Receivables Sale Agreement as amended by this Amendment and (ii) all references in the Receivables Purchase Agreement or in any other Transaction Document to “the Receivables Purchase Agreement,” “this
Agreement,” “hereof,” “herein” or words of similar effect, in each case referring to the Receivables Purchase Agreement, shall be deemed to be references to the Receivables Purchase Agreement as amended by this Amendment.

 (b)    Except as specifically amended hereby, the Agreements and all other Transaction Documents, instruments and
agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed in all respects. 

(c)    The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or
remedy of the Purchaser or any of its assignees under the Agreements or any other Transaction Document, instrument, or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein. 

SECTION 8.    Counterparts. This Amendment may be executed in any number of counterparts and by different parties
on separate counterparts, and each counterpart shall be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 

SECTION 9.    Governing Law. This Amendment shall be governed by the laws of the State of New York, without giving
effect to conflict of laws principles that would require the application of the law of any other jurisdiction. 
 SECTION
10.    Transaction Document. This Amendment shall be a Transaction Document under each of the Agreements. 

SECTION 11.    Section Headings. The various headings of the Amendment are inserted for convenience only and shall
not affect the meaning or interpretation of this Amendment or the Agreements or any provision hereof or thereof. 

  

					
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 SECTION 12.    Post-Closing Undertaking. On or prior to the date
that is thirty calendar days from the date hereof, the Parent covenants and agrees to reaffirm its obligations under the First Tier Parent Guarantee and the Second Tier Parent Guarantee and to deliver to the Purchaser Agent and the Purchasers such
corporate documentation and capacity and enforceability opinions for Constellium International SAS with respect to such reaffirmation of the First Tier Parent Guarantee and the Second Tier Parent Guarantee contained in Section 4 of the
Amendment as may be reasonably requested by the Purchaser Agent (acting on behalf of and at the request of each Purchaser). 
 SECTION
13.    Severability. If any one or more of the agreements, provisions or terms of this Amendment shall for any reason whatsoever be held invalid or unenforceable, then such agreements, provisions or terms shall be deemed
severable from the remaining agreements, provisions and terms of this Amendment and shall in no way affect the validity or enforceability of the provisions of this Amendment. 

[Signatures follow] 

  

					
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 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written
above. 
  

			
	 CONSTELLIUM MUSCLE SHOALS LLC,
 as
the RSA Seller and the Servicer



 
			
		
	By:	 	 /s/ Rina E. Teran





			
	Name:	 	Rina E. Teran
	Title:	 	VP & Secretary
	
	CONSTELLIUM MUSCLE SHOALS FUNDING II LLC, as the RPA Seller


 
			
		
	By:	 	 /s/ Rina E. Teran





			
	Name:	 	Rina E. Teran
	Title:	 	VP & Secretary



  

					
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	 HITACHI CAPITAL AMERICA CORP.,
 as a
Purchaser

		
	By:	 	 /s/ Suzanne Santos

	Name:	 	Suzanne Santos
	Title:	 	Chief Risk Officer



  

					
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	 INTESA SANPAOLO S.P.A., NEW YORK BRANCH,

as a Purchaser

			
	By:	 	 /s/ Antonio Di Maggio
	    	 /s/ Vamsi Potukuchi

	Name:	 	Antonio Di Maggio	    	Vamsi Potukuchi
	Title:	 	First Vice President Head of Trade & FIs	    	Vice President Trade & FIs



  

					
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	 GREENSILL CAPITAL (UK) LTD.,
 as the
Purchaser Agent

		
	By:	 	 /s/ Jonathan Lane

	Name:	 	Jonathan Lane
	Title:	 	General Counsel



  

					
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	ACKNOWLEDGED AND AGREED:
	
	 CONSTELLIUM INTERNATIONAL SAS,
 as
the Parent

		
	By:	 	 /s/ SCHALTT

	Name:	 	SCHALTT
	Title:	 	General manager



  

					
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