a4491firstsupplind5625se






          FIRST SUPPLEMENTAL INDENTURE    FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated  as of December 3, 2021, among CONSTELLIUM US INTERMEDIATE HOLDINGS LLC (col- lectively, the “New Guarantor”), which is a subsidiary of CONSTELLIUM S.E., (or its succes- sor), a European company (Societas Europaea) incorporated under the laws of France and with  its corporate seat in Paris, France (the “Issuer”), and DEUTSCHE BANK TRUST COMPANY  AMERICAS, as trustee under the indenture referred to below (the “Trustee”).  W I T N E S S E T H:   WHEREAS the Issuer and the existing Guarantors have heretofore executed and deliv- ered to the Trustee an indenture (as amended, supplemented or otherwise modified, the “Inden- ture”) dated as of June 30, 2020, providing initially for the issuance of $325,000,000 in aggre- gate principal amount of the Issuer’s 5.625% Senior Notes due 2028 (the “Securities”);   WHEREAS Section 4.11 of the Indenture provides that under certain circumstances the  Issuer is required to cause the New Guarantor to execute and deliver to the Trustee a supple- mental indenture pursuant to which the New Guarantors shall unconditionally guarantee all the  Issuer’s Obligations under the Securities and the Indenture pursuant to a Guarantee on the terms  and conditions set forth herein; and   WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee and the New Guaran- tor are authorized to execute and deliver this Supplemental Indenture;   NOW THEREFORE, in consideration of the foregoing and for other good and valuable  consideration, the receipt of which is hereby acknowledged, the New Guarantor, the Issuer and  the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the  Securities as follows:   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, except that the  term “Holders” in this Guarantee shall refer to the term “Holders” as defined in the Indenture and  the Trustee acting on behalf of and for the benefit of such Holders.  The words “herein,” “here- of” 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.   2. Agreement to Guarantee.  The New Guarantor hereby agrees, jointly and several- ly with all existing Guarantors (if any), to unconditionally guarantee the Issuer’s Obligations  under the Securities and the Indenture on the terms and subject to the conditions set forth in Arti- cle 10 of the Indenture and to be bound by all other applicable provisions of the Indenture and  the Securities and to perform all of the obligations and agreements of a Guarantor under the In- denture.   3. Notices.  All notices or other communications to the New Guarantor shall be giv- en as provided in Section 11.03 of the Indenture.  





 






     4. Ratification of Indenture; Supplemental Indentures Part of Indenture.  Except as  expressly amended hereby, the Indenture is in all respects ratified and 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 here- tofore or hereafter authenticated and delivered shall be bound hereby.   5. Governing Law.  THIS SUPPLEMENTAL INDENTURE SHALL BE  GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE  STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.   6. Trustee Makes No Representation.  The Trustee makes no representation as to the  validity or sufficiency of this Supplemental Indenture.   7. Counterparts.  The parties may sign any number of copies of this Supplemental  Indenture by manual, facsimile, pdf or other electronically transmitted signature.  Each signed  copy shall be an original, but all of them together represent the same agreement.   8. Effect of Headings.  The Section headings herein are for convenience only and  shall not affect the construction thereof. 





 






  [First Supplemental Indenture – June 2020 USD Notes]     IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to  be duly executed as of the date first above written.   CONSTELLIUM US INTERMEDIATE  HOLDINGS LLC  By: /s/ Peter R. Matt    Name: Peter R. Matt  Title: President & Chief Financial Officer            





 






  [First Supplemental Indenture – June 2020 USD Notes]   DEUTSCHE BANK TRUST COMPANY  AMERICAS  By: Deutsche Bank National Trust Company    By: /s/ Luke Russell    Name: Luke Russell  Title: Vice President  By: /s/ Kathryn Fischer    Name: Kathryn Fischer  Title: Vice President