EXECUTION COPY

               SECOND AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT


         THIS SECOND AMENDMENT TO RECEIVABLES  PURCHASE  AGREEMENT,  dated as of
September  25,  2000  (this  "Amendment"),  is entered  into among  COMMONWEALTH
FINANCING CORP., a Delaware corporation (the "Seller"), COMMONWEALTH INDUSTRIES,
INC.,  a  Delaware   corporation   ("Commonwealth"),   MARKET   STREET   FUNDING
CORPORATION,  a Delaware  corporation  (the  "Issuer"),  and PNC BANK,  NATIONAL
ASSOCIATION, as Administrator (the "Administrator").

                                    RECITALS

     1. The Seller,  Commonwealth,  the Issuer and the Administrator are parties
to the  Receivables  Purchase  Agreement,  dated as of  September  29, 1997 (the
"Agreement"); and

     2. The parties  hereto  desire to amend the  Agreement as  hereinafter  set
forth.

         NOW  THEREFORE,  for good and valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

     1. Certain  Defined Terms.  Capitalized  terms that are used herein without
definition  and that are  defined in Exhibit I to the  Agreement  shall have the
same meanings herein as therein defined.

     2.  Amendment to  Agreement.  The  Agreement is hereby  amended as follows:

     Clause (a) of the definition of "Facility Termination Date" that appears in
Exhibit I to the Agreement,  is hereby amended by replacing the date  "September
28, 2000" with the date "September 22, 2003" therein.

     3. Effect of  Amendment.  All  provisions  of the  Agreement,  as expressly
amended and  modified by this  Amendment,  shall remain in full force and effect
and are hereby  ratified and  confirmed in all  respects.  After this  Amendment
becomes effective,  all references in the Agreement (or in any other Transaction
Document) to "this  Agreement",  "hereof",  "herein" or words of similar  effect
referring to the Agreement  shall be deemed to be references to the Agreement as
amended by this Amendment.  This Amendment shall not be deemed, either expressly
or impliedly, to waive, amend or supplement any provision of the Agreement other
than as set forth herein.

     4.  Effectiveness.  This  Amendment  shall become  effective as of the date
hereof upon  receipt by the  Administrator  of  counterparts  of this  Amendment
(whether  by  facsimile  or  otherwise)  executed  by each of the other  parties
hereto,  in form and substance  satisfactory  to the  Administrator  in its sole
discretion.

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     5.  Counterparts.   This  Amendment  may  be  executed  in  any  number  of
counterparts and by different  parties on separate  counterparts,  each of which
when so executed  shall be deemed to be an original  and all of which when taken
together shall constitute but one and the same instrument.

     6.  Governing  Law. This  Amendment  shall be governed by, and construed in
accordance  with, the internal laws of the State of New York (without  regard to
any otherwise  applicable  principles of conflicts of law), except to the extent
that  the  validity  or  perfection  of  the  interests  of  the  Issuer  in the
Receivables or remedies hereunder in respect thereof are governed by the laws of
a jurisdiction other than the State of New York.

     7. Section  Headings.  The various  headings of this Amendment are included
for convenience only and shall not affect the meaning or  interpretation of this
Amendment, the Agreement or any provision hereof or thereof.

                          (continued on following page)

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

                         COMMONWEALTH FINANCING CORP.


                          By:   /s/  Greg Givan
                            -------------------------------------------------
                          Name:      Greg Givan
                            ---------------------------------------------
                          Title:     Vice President and Treasurer
                            ---------------------------------------


                         COMMONWEALTH INDUSTRIES, INC.


                          By:    /s/  Greg Givan
                            -------------------------------------------------
                          Name:       Greg Givan
                            ---------------------------------------------
                          Title:      Vice President and Treasurer
                            -----------------------------------------


                         MARKET STREET FUNDING CORPORATION,
                          as Issuer


                           By:   /s/  Douglas K. Johnson
                              -------------------------------------------------
                           Name:      Douglas K. Johnson
                              ---------------------------------------------
                           Title:     President
                              -----------------------------------


                         PNC BANK, NATIONAL ASSOCIATION,
                           as Administrator


                           By:   /s/  John T. Smathers
                              -------------------------------------------------
                           Name:      John T. Smathers
                              ---------------------------------------------
                           Title:     Vice President
                              -----------------------------------


                           By:
                              -------------------------------------------------
                           Name:
                              ---------------------------------------------
                           Title:
                              -----------------------------------

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