S-4

As filed with the Securities and Exchange Commission on February 4, 2005

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-4

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Aleris International, Inc.

and Other Registrants

(See Table of Other Registrants Below)

(Exact name of registrant as specified in its charter)

Delaware	3341	75-2008280
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification No.)

Christopher R. Clegg, Esq.

Senior Vice President, General Counsel and Secretary

25825 Science Park Drive, Suite 400

Beachwood, Ohio 44122

(216) 910-3400

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Christopher R. Clegg, Esq.

Senior Vice President, General Counsel and Secretary

25825 Science Park Drive, Suite 400

Beachwood, Ohio 44122

(216) 910-3400

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copy to:

Marc H. Folladori

Laura J. McMahon

Fulbright & Jaworski L.L.P.

1301 McKinney, Suite 5100

Houston, Texas 77010

(713) 651-5538

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, please check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee(2)
9% Senior Notes due 2014, Series B	$125,000,000	100%	$125,000,000	$14,712.50
Subsidiary Guarantees (3)	N/A	N/A	N/A	N/A

(1) Pursuant to Rule 457(f)(2) under the Securities Act, represents the book value of the outstanding 9% Senior Secured Notes for which the registered securities will be exchanged. Estimated solely for the purpose of calculating the registration fee.

(2) Calculated Pursuant to Rule 457(f)(2). Pursuant to Rule 457(n), no additional registration fee is required for the registration of the subsidiary guarantees.

(3) No separate consideration will be received for the guarantees. The guarantees are not traded separately.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

TABLE OF OTHER REGISTRANTS

Exact Name of Registrant as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	Primary Standard Industrial Classification Number	I.R.S. Employer Identification No.
Alchem Aluminum, Inc.	Delaware	3341	75-2685207
Alchem Aluminum of Shelbyville, Inc.	Delaware	3341	75-2798122
Commonwealth Industries, Inc.	Delaware	3350	13-3245741
CA Lewisport, LLC	Delaware	9995	95-0816561
CI Holdings, LLC	Delaware	9995	34-1569484
Commonwealth Aluminum, LLC	Delaware	9995	61-1335039
Commonwealth Aluminum Concast, Inc.	Ohio	3350	34-0697844
Commonwealth Aluminum Lewisport, LLC	Delaware	3350	61-1377736
Commonwealth Aluminum Metals, LLC	Delaware	3350	61-1378491
Commonwealth Aluminum Sales Corporation	Delaware	5050	95-1398512
Commonwealth Aluminum Tube Enterprises, LLC	Delaware	9995	62-1817895
Gulf Reduction Corporation	Delaware	3341	76-0264927
IMCO Energy Corp.	Delaware	3341	75-2519254
IMCO Indiana Partnership L.P.	Indiana	3341	35-1963840
IMCO International, Inc.	Delaware	3341	75-2578362
IMCO Investment Company	Delaware	3341	75-2345738
IMCO Management Partnership L.P.	Texas	3341	75-2402738
IMCO Operations Services Company	Delaware	3341	75-2920584
IMCO Recycling of California, Inc.	Delaware	3341	33-0590255
IMCO Recycling of Idaho Inc.	Delaware	3341	06-1308990
IMCO Recycling of Illinois Inc.	Illinois	3341	36-3107227
IMCO Recycling of Indiana Inc.	Delaware	3341	75-2614357
IMCO Recycling of Michigan L.L.C.	Delaware	3341	75-2635772
IMCO Recycling of Ohio Inc.	Delaware	3341	75-2421405
IMCO Recycling of Utah Inc.	Delaware	3341	87-0522330
IMCO Recycling Services Company	Delaware	3341	75-2920589
IMSAMET, Inc.	Delaware	3341	86-0747929
Indiana Aluminum Inc.	Indiana	3341	75-2857340
Interamerican Zinc, Inc.	Delaware	3341	75-2397569
MetalChem, Inc.	Pennsylvania	3341	25-1424086
Pittsburg Aluminum, Inc.	Kansas	3341	48-0968227
Rock Creek Aluminum, Inc.	Ohio	3341	34-1453607
Silver Fox Holding Company	Delaware	9995	20-1261188
U.S. Zinc Corporation	Delaware	3341	76-0264925
Western Zinc Corporation	California	3341	33-0202774
Midwest Zinc Corporation	Delaware	3341	76-0375134
U.S. Zinc Export Corporation	Texas	3341	76-0202744

Aleris International, Inc.

Offer To Exchange

9% Senior Notes due 2014, Series B

that have been registered under the Securities Act of 1933

for

any and all outstanding unregistered

9% Senior Notes due 2014

($125,000,000 principal amount outstanding)

The Exchange Offer

The exchange offer expires at 5:00 p.m., New York City time, on                     , 2005, unless extended.

The exchange offer is not conditioned upon the tender of any minimum aggregate amount of the outstanding unregistered 9% Senior Notes due 2014, which we refer to in this prospectus as the outstanding 9% notes.

All of the outstanding 9% notes tendered according to the procedures set forth in this prospectus and not withdrawn will be exchanged for an equal principal amount of registered 9% Senior Notes due 2014, Series B, which we refer to as the exchange notes.

The exchange offer is not subject to any condition other than that it not violate applicable laws or any applicable interpretation of the staff of the Securities and Exchange Commission, and that no judicial or administrative proceeding be pending or shall have been threatened that would limit us from proceeding with the exchange offer.

The Exchange Notes

The terms of the exchange notes to be issued in the exchange offer are substantially identical to the outstanding 9% notes, except that we have registered the issuance of the exchange notes with the Securities and Exchange Commission. In addition, the exchange notes will not be subject to the transfer restrictions applicable to the outstanding 9% notes. We will not apply for listing of the exchange notes on any securities exchange or to arrange for them to be quoted on any quotation system.

The outstanding 9% notes were originally issued by IMCO Recycling Escrow Inc., our wholly owned subsidiary, on November 4, 2004. On December 9, 2004, an indirect wholly-owned subsidiary of ours merged with and into Commonwealth Industries, Inc., which resulted in the combination of the businesses of Aleris and Commonwealth. In addition, on that date, IMCO Recycling Escrow Inc. merged with and into us, and we assumed the obligations of IMCO Recycling Escrow Inc. under the outstanding 9% notes and the indenture governing their terms. The outstanding 9% notes thereby became our senior unsecured obligations, guaranteed by the subsidiary guarantors.

The exchange notes will rank equally in right of payment with all of our other senior unsecured debt and senior in right of payment to any of our subordinated debt. The exchange notes will be guaranteed by certain of our existing and future domestic restricted subsidiaries on a senior unsecured basis. The exchange notes will be effectively subordinated to our secured debt of and that of our guarantor subsidiaries, including debt under our amended and restated senior credit facility and our currently outstanding 10 ³/8% Senior Secured Notes due 2010, to the extent of the value of the assets securing such debt. The exchange notes will also be effectively subordinated to the debt of our non-guarantor subsidiaries.

Interest on the exchange notes will accrue from November 4, 2004, or from the most recent interest payment date to which interest has been paid, and is payable on May 15 and November 15 of each year, beginning on May 15, 2005. The notes will mature on November 15, 2014.

We urge you to carefully review the risk factors beginning on page 18 of this prospectus, which you should consider in connection with the exchange offer and an investment in the exchange notes.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                     , 2005.

Table of Contents

	Page
Available Information	2
Preliminary Note	4
Forward-Looking Statements	6
Summary	8
Risk factors	18
The exchange offer	31
Use of proceeds	41
Ratio of earnings to fixed charges	42
Selected Aleris consolidated financial data	43
Selected Commonwealth consolidated financial data	45
Selected unaudited pro forma condensed combined financial data	47
Business	49
Description of other indebtedness	53
Description of the exchange notes	55
Registration rights	97
Certain United States federal income tax considerations	100
Book-entry; delivery and form	104
Plan of distribution	106
Legal matters	107
Experts	107

Aleris International, Inc. was incorporated as a Delaware corporation in 1985. Our principal executive offices are located at 25825 Science Park Drive, Suite 400, Beachwood, Ohio 44122, and our telephone number is (216) 910-3400. Our website is located at www.aleris.com. The information on our website is not part of this prospectus.

In this prospectus, “Aleris,” the “Company,” “we,” “us,” and “our” refer to Aleris International, Inc. and its subsidiaries on a combined basis, unless otherwise noted.

We are not making any representation to any holder of the outstanding 9% notes regarding the legality of an investment in the exchange notes under any legal investment or similar laws or regulations. We are not providing you with any legal, business, tax or other advice in this prospectus. You should consult your own advisors as needed to assist you in making your investment decision and to advise you whether you are legally permitted to invest in the exchange notes.

You must comply with all laws that apply to you in any place in which you buy, offer or sell any exchange notes or possess this prospectus. You must also obtain any consents or approvals that you need in order to purchase the exchange notes. We and the initial purchasers are not responsible for your compliance with these legal requirements.

We are not making an offer to sell, or a solicitation of an offer to buy, the exchange notes or the outstanding 9% notes in any jurisdiction where, or to any person to or from whom, the offer or sale is not permitted.

We urge you to contact us with any questions about this exchange offer or if you require additional information to verify the information contained in this prospectus.

The federal securities laws prohibit trading in our securities while in possession of material non-public information with respect to us.

Notice to New Hampshire residents

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS BEEN FILED UNDER RSA 421-B WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT, ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

Available Information

We file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any document we file at the SEC’s public reference room in Washington, D.C. Please call the SEC at 1-888-SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public from the SEC’s Web site at www.sec.gov or through our web site at www.aleris.com. However, the information on our web site does not constitute a part of this prospectus.

In this document, we “incorporate by reference” the information we file with the SEC, which means that we can disclose important information to you by referring to that information. The information incorporated by reference is considered to be a part of this prospectus, and later information filed with the SEC will update and supersede this information. We incorporate by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this prospectus and until the exchange offer is completed:

• Our Annual Report on Form 10-K for the fiscal year ended December 31, 2003, as amended by Form 10-K/A filed with SEC on October 21, 2004;

• Our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2004, as amended by Form 10-Q/A filed with SEC on October 21, 2004;

• Our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2004, as amended by Form 10-Q/A filed with SEC on October 21, 2004;

• Our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2004;

• Our Current Report on Form 8-K filed on April 14, 2004;

• Our Current Report on Form 8-K filed on April 30, 2004;

• Our Current Report on Form 8-K filed on June 18, 2004;

• Our Current Report on Form 8-K filed on July 20, 2004;

• Our Current Report on Form 8-K filed on October 6, 2004;

• Our Current Report on Form 8-K filed on October 12, 2004;

• Our Current Report on Form 8-K filed on October 19, 2004;

• Our Current Report on Form 8-K filed on October 21, 2004;

• Our Current Report on Form 8-K filed on October 29, 2004;

• Our Current Report on Form 8-K filed on November 3, 2004;

• Our Current Report on Form 8-K filed on November 8, 2004;

• Our Current Report on Form 8-K filed on December 14, 2004, as amended by Form 8-K/A filed on February 4, 2005;

• Our Current Report on Form 8-K filed on January 25, 2005;

• Our Current Report on Form 8-K filed on February 4, 2005;

• Commonwealth Industries, Inc.’s Consolidated Financial Statements and Notes to Consolidated Financial Statements, as of and for the three years ended December 31, 2003 (as restated to reflect Commonwealth’s disposition of its Alflex subsidiary) included in Commonwealth’s Form 8-K filed August 19, 2004, as amended by Commonwealth’s Form 8-K/A filed October 21, 2004; and

• Condensed Consolidated Unaudited Financial Statements and notes thereto as of and for the nine months ended September 30, 2004 included in Item 1 “Financial Statements” of Commonwealth’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004 filed on November 8, 2004.

2

You may request a copy of these filings at no cost, by writing or telephoning us at: Aleris International, Inc., 25825 Science Park Drive, Suite 400, Beachwood, Ohio 44122, or (216) 910-3400.

The financial statements for the year ended December 31, 2001 of our subsidiary, VAW-IMCO Guss und Recycling GmbH, and incorporated herein by reference, were audited by Arthur Andersen Wirtschaftsprüfungsgesellschaft Steuerberatungsgesellschaft mbH (Arthur Andersen WS). After reasonable efforts, we were not able to obtain Arthur Andersen WS’s consent to the incorporation by reference of its audit report dated January 25, 2002 into this prospectus. However, Rule 437a under the Securities Act permits us to file the registration statement of which this prospectus is a part without Arthur Andersen WS’s written consent. Accordingly, investors will not be able to sue Arthur Andersen WS pursuant to Section 11(a)(4) of the Securities Act, and any recovery under that section you may have may be limited as a result of the lack of Arthur Andersen WS’s consent.

You should rely only on the information provided in this prospectus or incorporated by reference into this prospectus. We have not authorized anyone to provide you with different information. You should not assume that the information in this prospectus, including any information incorporated by reference, is accurate as of any date other than the date of this prospectus.

3

Preliminary Note

IMCO Recycling Escrow Inc. sold the outstanding 9% notes to Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and PNC Capital Markets, Inc., as the initial purchasers, on November 4, 2004, in transactions not registered under the Securities Act, in reliance on the exemption provided under Section 4(2) of the Securities Act. The initial purchasers placed the outstanding 9% notes with qualified institutional buyers (as defined in Rule 144A under the Securities Act) (Qualified Institutional Buyers or QIBs) and non-United States persons outside the United States in reliance on Regulation S under the Securities Act, each of whom agreed to comply with certain transfer restrictions and other restrictions. Accordingly, the outstanding 9% notes may not be reoffered, resold or otherwise transferred in the United States unless such transaction is registered under the Securities Act or an applicable exemption from the registration requirements of the Securities Act is available.

On December 9, 2004, in connection with the merger of an indirect wholly-owned subsidiary of ours with and into Commonwealth Industries, Inc., which resulted in the combination of the businesses of Aleris and Commonwealth, IMCO Recycling Escrow Inc. merged with and into us, we assumed the obligations of IMCO Recycling Escrow Inc. under the outstanding 9% notes and the indenture and the outstanding 9% notes became our senior unsecured obligations, guaranteed by the subsidiary guarantors. We are offering the exchange notes by this prospectus in order to satisfy our obligations under a registration rights agreement among us, certain subsidiary guarantors and the initial purchasers.

The exchange notes will bear interest at a rate of 9% per annum, payable semiannually on May 15 and November 15 of each year, commencing May 15, 2005. Holders of exchange notes of record on May 1, 2005, will receive on May 15, 2005, an interest payment in an amount equal to (x) the accrued interest on such exchange notes from the date of issuance thereof to May 15, 2005, plus (y) the accrued interest on the previously held outstanding 9% notes from the date of issuance of such outstanding 9% notes (November 4, 2004) to the date of exchange thereof. The outstanding 9% notes and the exchange notes mature on November 15, 2014.

The outstanding 9% notes were initially represented by two global notes (the Old Global Notes) in registered form, registered in the name of Cede & Co., as nominee for The Depository Trust Company (DTC, or the Depositary), as depositary. The exchange notes exchanged for outstanding 9% notes represented by the Old Global Notes will be initially represented by one or more global exchange notes (the Exchange Global Notes) in registered form, registered in the name of the Depositary. See “Book-entry settlement and clearance”. References in this prospectus to Global Notes shall be references to the Old Global Notes and the Exchange Global Notes.

Based on an interpretation of the SEC, exchange notes issued pursuant to the exchange offer in exchange for outstanding 9% notes may be offered for resale, resold and otherwise transferred by a holder thereof (other than (1) a broker-dealer who purchased such outstanding 9% notes directly from us for resale pursuant to Rule 144A or any other available exemption under the Securities Act or (2) a person that is our “affiliate” (within the meaning of Rule 405 of the Securities Act)), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such holder is acquiring the exchange notes in its ordinary course of business and is not participating, and has no arrangement or understanding with any person to participate, in the distribution of the exchange notes. Holders of outstanding 9% notes wishing to accept the exchange offer must represent to us that such conditions have been met.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer agrees that it will deliver a prospectus in connection with any resale of such exchange notes. The Letter of Transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding 9% notes where such outstanding 9% notes were acquired by such

4

broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date of the exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution”.

The exchange notes will be a new issue of securities for which there currently is no market. The initial purchasers are not obligated to make a market in the exchange notes, and any such market making may be discontinued at any time without notice. Because the outstanding 9% notes were issued and the exchange notes are being issued to a limited number of institutions who typically hold similar securities for investment, we do not expect that an active public market for the exchange notes will develop. Accordingly, there can be no assurance as to the development, liquidity or maintenance of any market for the exchange notes on any securities exchange or for quotation through the Nasdaq Stock Market. See “Risk Factors”.

5

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words “believe,” “expect,” “anticipate,” “intend,” “estimate,” “will,” “look forward to” and similar expressions are intended to identify forward-looking statements.

The expectations set forth in this prospectus regarding, among other things, accretion of future earnings, achievement of annual savings and synergies, estimates of taxable income, achievement of cash flows and sufficiency of cash flows to fund capital expenditures are only our expectations regarding these matters. Actual results could differ materially from these expectations depending on factors such as:

• the factors described under the heading “Risk Factors” beginning on page 18 of this prospectus; and

• the factors that generally affect our business as further outlined elsewhere in this prospectus and the reports incorporated by reference in this prospectus, including:

• inflation;

• labor relations (i.e., disruptions, strikes or work stoppages) and labor costs;

• changes in the pricing of metals;

• availability of aluminum and zinc scrap at advantageous prices;

• changes in energy prices, raw materials costs and fuel costs;

• competitor pricing activity and the general impact of competition;

• our ability to obtain additional financing on acceptable terms when necessary;

• future levels of capacity utilization at our plants;

• automobile production growth and the increased use of aluminum in automobiles in North America and Europe;

• changes in and customer acceptance of new technology;

• changes in equity and debt markets;

• the impact terrorist activities may have on the economy and our businesses in general;

• the state of international, national, regional and local economies; and

• the success or failure of our operating plans, including our ability to manage growth.

In addition, our actual results could differ materially from the expectations set forth in this prospectus depending on additional factors such as:

• our ability to integrate the operations of Aleris and Commonwealth and to realize the expected benefits of the merger;

• our ability to identify and implement cost savings, synergies and efficiencies in the time frame needed to achieve these expectations; and

• any loss of employees, customers or suppliers that we may suffer as a result of the merger.

These factors and other risk factors described in this prospectus are not necessarily all of the important factors that could cause our actual results to differ materially from those expressed in any of our forward-looking

6

statements. Other unknown or unpredictable factors could also harm our results. Consequently, there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements.

The forward-looking statements included in this prospectus are made only as of the date hereof. We do not undertake, and specifically decline any obligation to, update any statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments.

7

SUMMARY

The following summary is qualified in its entirety by information contained elsewhere or incorporated by reference in this prospectus. This summary may not contain all the information that may be important to you. You should read this entire prospectus, including the financial statements, the financial data and related notes included elsewhere or incorporated by reference in this prospectus. You should pay special attention to the “Risk Factors” beginning on page 18 of this prospectus.

The outstanding 9% notes were originally issued by IMCO Recycling Escrow Inc., our wholly owned subsidiary. On December 9, 2004, IMCO Recycling Inc. and Commonwealth Industries, Inc. completed a merger transaction which resulted in the combination of their businesses, and IMCO Recycling Inc. changed its name to Aleris International, Inc. On that same date, in connection with this merger, IMCO Recycling Escrow Inc. merged with and into us, and we assumed all of the obligations of IMCO Recycling Escrow Inc. under the notes and the related indenture.

In this prospectus, unless the context indicates otherwise, the terms “Aleris,” “we”, “our,” “us” and “the combined company” refer to Aleris International, Inc. (formerly known as IMCO Recycling Inc.) and its subsidiaries. The term “Commonwealth” refers to Commonwealth Industries, Inc. and its subsidiaries prior to the merger.

References to “combined pro forma” results of operations and cash flows give pro forma effect to the operating results of Aleris and Commonwealth on a combined basis, as if the merger and related refinancing transactions described below had been completed on January 1, 2003. References to “combined pro forma” total assets or total indebtedness give pro forma effect to the assets and liabilities of Aleris and Commonwealth on a combined basis as if the merger and the related refinancing transactions had been completed on September 30, 2004. See “Selected unaudited pro forma condensed combined financial data” beginning on page 47 of this prospectus.

Company Overview

We are a global leader in aluminum recycling and the production of specification alloys and a leading manufacturer of common alloy sheet. We also are a recycler of zinc and a leading U.S. manufacturer of zinc oxide and zinc dust. We possess a combination of low cost and flexible recycling and manufacturing operations. Our facilities are strategically located and well-positioned to service our customers, which include a number of the world’s largest companies in the transportation, containers and packaging, building and construction and metal distribution industries. Revenues from our aluminum operations represented 91% of our total combined pro forma revenues for the nine months ended September 30, 2004. For the same period, we had combined pro forma net sales of $1.7 billion.

We offer customers a wide range of metals recycling services and specification alloy products through our aluminum and zinc production facilities, which include both U.S. and international operations. Our aluminum recycling operations convert scrap and dross (a by-product of the aluminum melting process) and deliver the recycled aluminum in molten or ingot form. Our specification alloys operations purchase and convert aluminum scrap and other metals into molten or ingot form. Our specification alloys provide specific properties (including increased strength, formability and wear resistance), as specified by our customers for their particular applications. In addition, we recycle zinc metal for use in the manufacture of galvanized steel and produce value-added zinc products, primarily zinc oxide and zinc dust, which are used in the vulcanization of rubber products, the production of corrosion-resistant paint, and in other specialty chemical applications. For the nine months ended September 30, 2004, 59% of our recycling and alloy total pounds processed were under “tolling” arrangements, where we convert customer-owned scrap and dross and return the recycled metal to our customers

8

for a fee. Tolling arrangements eliminate aluminum and zinc commodity exposure and reduce our overall working capital requirements. Our recycling and alloy production network operates 26 strategically located production plants, 21 of which are located in the United States, two in Germany, and one in each of Brazil, Mexico and Wales. For the nine months ended September 30, 2004, we processed 2.5 billion pounds of recycled metal and specification alloys and zinc products, which accounted for 50% of our total revenues on a combined pro forma basis.

We are also one of North America’s leading manufacturers of common alloy aluminum sheet, which we produce using the continuous casting process as well as the direct-chill rolling ingot casting process. Substantially all of our aluminum sheet products are tailored in response to specific customer orders, including the incorporation of value-added coatings. We sell the majority of our products to end-users for use in building and construction products, transportation equipment and automotive parts, and consumer durables, as well as to distributors. We have four production facilities located in the U.S. that provide common alloy sheet to all of the major aluminum consuming regions in the U.S. and Canada. Shipments of common alloy sheet products for the nine months ended September 30, 2004 totaled 744.9 million pounds and accounted for 50% of our total combined revenues on a pro forma basis.

Recent Developments

We estimate that we incurred approximately $16.0 million of charges during the fourth quarter of 2004 related to severance and other costs associated with the merger as well as asset impairment charges at our recycling operations.

The offering of the outstanding 9% notes in November 2004 was part of a refinancing of certain indebtedness of Aleris and Commonwealth accomplished in connection with the merger. Concurrently with the completion of the merger, we entered into a $325.0 million amended and restated senior revolving credit facility and borrowed approximately $55 million under that facility. This borrowing, together with the proceeds from the offering of the 9% notes and cash on hand, were used:

(1) to repay approximately $25 million outstanding under our former senior credit facility,

(2) to purchase certain assets from Commonwealth for an aggregate purchase price of $150 million, the proceeds of which were used by Commonwealth

(a) to purchase or redeem $125 million of principal amount of its senior subordinated notes plus accrued interest thereon, and

(b) to purchase $20 million of outstanding receivables it had previously sold under its receivables purchase agreement.

(3) to pay fees and expenses of approximately $19 million related to these financing transactions and the merger.

The transactions described above are referred to in this prospectus collectively as the “financing transactions.” See “Use of Proceeds” and “Description of Other Indebtedness.”

9

The Exchange Offer

Background of the Outstanding 9% Notes	IMCO Recycling Escrow Inc., our direct wholly-owned subsidiary that merged with and into us on December 9, 2004, issued $125 million aggregate principal amount of our 9% Senior Notes due 2014 to Deutsche Bank Securities Inc., Citigroup Global Markets Inc. and PNC Capital Markets, Inc., as the initial purchasers, on November 4, 2004. The initial purchasers then sold the outstanding 9% notes to qualified institutional buyers in reliance on Rule 144A under the Securities Act and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. Because they were sold pursuant to exemptions from registration, the outstanding 9% notes are subject to transfer restrictions. In connection with the issuance of the outstanding 9% notes, we entered into a registration rights agreement in which we agreed to deliver to you this prospectus and to use our reasonable best efforts to complete the exchange offer or to file and cause to become effective a registration statement covering the resale of the outstanding 9% notes.
The Exchange Offer	We are offering to exchange up to $125 million principal amount of exchange notes for an identical principal amount of the outstanding 9% notes. The outstanding 9% notes may be exchanged only in $1,000 increments. The terms of the exchange notes are identical in all material respects to the outstanding 9% notes except that the exchange notes have been registered under the Securities Act. Because we have registered the exchange notes, the exchange notes will not be subject to transfer restrictions and holders of exchange notes will have no registration rights.
Resale of Exchange Notes	We believe you may offer, sell or otherwise transfer the exchange notes you receive in the exchange offer without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that: •      you acquire the exchange notes you receive in the exchange offer in the ordinary course of your business;
	•      you are not participating and have no understanding with any person to participate in the distribution of the exchange notes issued to you in the exchange offer; and •      you are not an affiliate of ours. Each broker-dealer that is issued exchange notes in the exchange offer for its own account in exchange for the outstanding 9% notes acquired by the broker-dealer as a result of market-making or other trading activities must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with

10

	any resale of the exchange notes issued in the exchange offer. A broker-dealer may use this prospectus for an offer to resell, resale or other retransfer of the exchange notes issued to it in the exchange offer.
Expiration Date	5:00 p.m., New York City time, on                     , 2005 unless we extend the exchange offer. It is possible that we will extend the exchange offer until all of the outstanding 9% notes are tendered. You may withdraw the outstanding 9% notes you tendered at any time before 5:00 p.m., New York City time, on the expiration date. See “The Exchange Offer—Expiration Date; Extensions; Amendments”.
Withdrawal Rights	You may withdraw the outstanding 9% notes you tender by furnishing a notice of withdrawal to the exchange agent or by complying with applicable Automated Tender Offer Program (ATOP) procedures of The Depositary Trust Company (DTC) at any time before 5:00 p.m. New York City time on the expiration date. See “The Exchange Offer—Withdrawal of Tenders”.
Accrued Interest on the Exchange Notes and Our Outstanding 9% Notes	The exchange notes will bear interest from November 4, 2004 or, if later, from the most recent date of payment of interest on the outstanding 9% notes. Accordingly, holders of outstanding 9% notes that are accepted for exchange will not receive interest that is accrued but unpaid on the outstanding 9% notes at the time of tender.
Conditions to the Exchange Offer	The exchange offer is subject only to the following conditions: •      the compliance of the exchange offer with securities laws; •      the proper tender of the outstanding 9% notes; •      the representation by the holders of the outstanding 9% notes that they are not our affiliates, that the exchange notes they will receive are being acquired by them in the ordinary course of business and that at the time the exchange offer is completed the holders had no plans to participate in any distribution of the exchange notes; and •      no judicial or administrative proceeding is pending or shall have been threatened that would limit us from proceeding with the exchange offer.
Representations and Warranties	By participating in the exchange offer, you represent to us that, among other things: •      you will acquire the exchange notes you receive in the exchange offer in the ordinary course of your business; •      you are not participating and have no understanding with any person to participate in the distribution of the exchange notes issued to you in the exchange offer; and

11

	•      you are not an affiliate of ours or, if you are an affiliate, you will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable.
Procedures for Tendering our Outstanding 9% Notes	To accept the exchange offer, you must send the exchange agent either •      a properly completed and executed letter of transmittal; or •      a computer-generated message transmitted by means of DTC’s ATOP system that, when received by the exchange agent will form a part of a confirmation of book-entry transfer in which you acknowledge and agree to be bound by the terms of the letter of transmittal; and either •      a timely confirmation of book-entry transfer of your outstanding 9% notes into the exchange agent’s account at DTC; or •      the documents necessary for compliance with the guaranteed delivery procedures described below; Other procedures may apply to holders of certificated notes. For more information, see “The Exchange Offer—Procedures for Tendering”.
Tenders by Beneficial Owners	If you are a beneficial owner whose outstanding 9% notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and wish to tender those outstanding 9% notes in the exchange offer, please contact the registered holder as soon as possible and instruct that holder to tender on your behalf and comply with the instructions in this prospectus.
Guaranteed Delivery Procedures	If you are unable to comply with the procedures for tendering, you may tender your outstanding 9% notes according to the guaranteed delivery procedures described in this prospectus under the heading “The Exchange Offer—Guaranteed Delivery Procedures”.
Acceptance of the Outstanding 9% Notes and Delivery of the Exchange Notes	If the conditions described under “The Exchange Offer—Conditions” are satisfied, we will accept for exchange any and all outstanding 9% notes that are properly tendered before the expiration date.

12

Effect of Not Tendering	Any of the outstanding 9% notes that are not tendered or that are tendered but not accepted will remain subject to restrictions on transfer. Since the outstanding 9% notes have not been registered under the federal securities laws, they bear a legend restricting their transfer absent registration or the availability of an exemption from registration. Upon completion of the exchange offer, we will have no further obligation, except under limited circumstances, to provide for registration of the outstanding 9% notes under the federal securities laws.
Accounting Treatment	We will not recognize a gain or loss for accounting purposes as a result of the exchange offer.
Federal Income Tax Considerations	The exchange of outstanding 9% notes for exchange notes should not be a taxable transaction for U.S. federal income tax purposes. See “Certain United States federal income tax considerations” for a discussion of U.S. federal income tax considerations we urge you to consider before tendering the outstanding 9% notes in the exchange offer.
Exchange Agent	La Salle Bank National Association is serving as exchange agent for the exchange offer. The address for the exchange agent is listed under “The Exchange Offer—Exchange Agent”.

13

The Exchange Notes

The form and terms of the exchange notes to be issued in the exchange offer are the same as the form and terms of the outstanding 9% notes except that the exchange notes will be registered under the Securities Act and, accordingly, will not bear legends restricting their transfer, and the exchange notes will be issued by Aleris International, Inc. instead of IMCO Recycling Escrow Inc. IMCO Recycling Escrow Inc. merged with and into us on December 9, 2004 at which time we assumed the obligations of the 9% notes. The notes issued in the exchange offer will evidence the same debt as the outstanding 9% notes, and both the outstanding 9% notes and the exchange notes will be governed by the same indenture. The following terms are applicable to both the outstanding 9% notes and the exchange notes. In this document, the terms “notes” or “9% notes” refer to both the outstanding 9% notes and the exchange notes. We define certain capitalized terms used in this summary in the “Description of the Exchange Notes—Certain Definitions” section of this prospectus.

Issuer	Aleris International, Inc.
Notes Offered	$125,000,000 aggregate principal amount of 9% senior notes due 2014, Series B.
Maturity	November 15, 2014.
Interest Rate	9% per year (calculated using a 360-day year).
Interest Payment Dates	May 15 and November 15, beginning May 15, 2005. Interest will accrue from November 4, 2004.
Guarantees	The notes will be guaranteed by certain of our existing and future domestic restricted subsidiaries on a senior unsecured basis. The notes will not be guaranteed by our foreign subsidiaries or our subsidiaries designated as unrestricted subsidiaries.
Ranking	The notes and the guarantees will be our and our guarantor subsidiaries’ senior unsecured obligations. The notes and the guarantees will rank equal in right of payment with our and our guarantor subsidiaries’ existing and future senior unsecured debt and will rank senior in right of payment to our and our guarantor subsidiaries’ future subordinated debt. The notes and the guarantees will be effectively subordinated to our and our guarantor subsidiaries’ existing and future secured debt to the extent of the value of the assets securing such debt and effectively subordinated to all liabilities of our non-guarantor subsidiaries. As of September 30, 2004 on a combined pro forma basis after giving effect to the merger and the financing transactions: •      we and our guarantor subsidiaries would have had $286.3 million of senior secured debt outstanding and $178.4 million of unused revolver availability under our amended and restated senior credit facility; and •      our non-guarantor subsidiaries would have had approximately $79.4 million of outstanding indebtedness and other liabilities (excluding intercompany liabilities).

14

Optional Redemption	We cannot redeem the notes until November 15, 2009. Thereafter, we may redeem some or all of the notes at any time, and from time to time, on or after November 15, 2009 at the redemption prices described in this prospectus under the heading “Description of the Exchange Notes—Redemption—Optional Redemption,” plus accrued and unpaid interest to the date of redemption.
Optional Redemption with Equity Offering Proceeds	On or prior to November 15, 2007, we may redeem up to 35% of the aggregate principal amount of the 9% notes with the net proceeds that we raise in one or more equity offerings as long as: •      we pay 109% of the face amount of the notes, plus accrued and unpaid interest to the date of redemption; •      we redeem the notes within 90 days of completing the equity offering; and •      at least 65% of the aggregate principal amount of notes issued remains outstanding afterwards. See “Description of the Exchange Notes—Redemption—Optional Redemption Upon Equity Offerings.”
Change of Control Offer	If we undergo a change of control, we must give holders of the notes the opportunity to sell us their notes at 101% of their face amount, plus accrued and unpaid interest to the date of repurchase. We might not be able to pay you the required price for notes presented to us at the time of a change of control, because: •      we might not have enough funds at that time; or •      the terms of our other debt may prevent us from paying you these amounts.
Asset Sale Proceeds	If we or our restricted subsidiaries consummate certain asset sales, we will apply the net cash proceeds therefrom against outstanding senior debt or invest the net cash proceeds therefrom in our business within a specified period of time or, if not, we will make an offer to purchase notes when such net cash proceeds exceed a certain amount. The purchase price of the notes will be 100% of their principal amount, plus accrued and unpaid interest to the date of repurchase.
Certain Indenture Provisions	The indenture governing the notes will contain covenants that, among other things, will limit our ability and the ability of our existing and future restricted subsidiaries to: •      incur additional indebtedness or issue preferred stock; •      pay dividends or distributions on our capital stock, repurchase our capital stock or make other restricted payments;

15

•      create liens on our assets to secure debt; •      engage in transactions with affiliates; •      make certain investments; •      transfer or sell assets; •      restrict the ability of our subsidiaries to distribute or lend money to us; •      issue or sell stock of our restricted subsidiaries; and •      consolidate, merge or transfer all or substantially all of our assets and the assets of any future restricted subsidiaries on a consolidated basis. These covenants will be subject to important exceptions and qualifications, which are described under “Description of the Exchange Notes—Certain Covenants.”

Exchange Offer; Registration Rights

We and our guarantor subsidiaries have agreed to use our reasonable best efforts to: •      file a registration statement within 60 days of the merger completion date relating to an offer to exchange the outstanding 9% notes for a new issue of substantially identical debt securities that have been registered under the Securities Act and that evidence the same underlying obligation of indebtedness; •      cause the exchange offer registration statement to become effective under the Securities Act within 150 days of the merger completion date; •      complete the exchange offer within 195 days of the merger completion date; and •      under certain circumstances, file a shelf registration statement for the resale of the outstanding 9% notes and use our reasonable best efforts to have the shelf registration declared effective, in each case within specified time periods. We will pay additional interest on the outstanding 9% notes if: •      the Securities and Exchange Commission does not declare the required registration statement effective on time; or •      we do not complete the offer to exchange the outstanding 9% notes for the exchange notes within 195 days from the merger date.

16

	If we fail to meet the targets listed above, the annual interest rate on the outstanding 9% notes will increase by 0.25%. The annual interest rate on the outstanding 9% notes will increase by an additional 0.25% for each subsequent 90-day period during which the registration default continues, up to a maximum additional interest rate of 1.0% per year over the interest rate of 9% per year as shown on the cover of this prospectus. When we correct the registration default, the interest rate on the outstanding 9% notes will revert to the original level. If we must pay additional interest, we will pay it to you in cash on the same dates that we make other interest payments on the notes, until we correct the registration default. For additional information about the foregoing, see “Exchange Offer; Registration Rights.”
Use of Proceeds	We will not receive any cash proceeds from the exchange offer. The proceeds from the sale of the outstanding 9% senior notes, together with borrowings we received under our amended and restated senior credit facility and cash on hand, were used to (a) repay all amounts outstanding under our former senior credit facility, (b) purchase certain assets from Commonwealth, the proceeds of which were used by Commonwealth to purchase or redeem its senior subordinated notes and to purchase all outstanding receivables it had previously sold under its receivables purchase agreement, and (c) pay fees and expenses related to the financing transactions and the merger.
Risk Factors	See “Risk Factors” and the other information in this prospectus for a discussion of some of the factors you should carefully consider before investing in the notes and participating in the exchange offer.

17

RISK FACTORS

Consider carefully the following risks and all other information contained in this prospectus, including the information incorporated by reference into this prospectus, before participating in the exchange offer or making an investment in the notes. The occurrence of any one or more of the following could materially and adversely affect our financial condition and results of operations.

Risks of our businesses

The operations of Aleris and Commonwealth may not be integrated successfully.

Achieving the anticipated benefits of the combination of Aleris and Commonwealth will depend in part upon our ability to integrate the two businesses in an efficient and effective manner. Our attempt to integrate two companies that have previously operated independently may face significant challenges, and we may be unable to accomplish the integration successfully. In particular, the necessity of coordinating geographically dispersed organizations and addressing possible differences in corporate cultures and management philosophies may increase the difficulties of integration. Additionally, we may incur substantial expense in our efforts to integrate the information technology systems of Aleris and Commonwealth, and these efforts may not prove successful. The integration will require the dedication of significant management resources, which may temporarily distract management’s attention from the day-to-day businesses of the combined company. Employee uncertainty and lack of focus during the integration process may also disrupt the businesses of the combined company. The process of integrating operations could cause an interruption of, or loss of momentum in, the activities of one or more of our company’s businesses and the loss of key personnel. Any inability of management to integrate the operations of Aleris and Commonwealth successfully could have a material adverse effect on the businesses and financial condition of the combined company.

If we fail to implement our business strategy, our financial condition and results of operations could be materially and adversely affected.

Our future financial performance and success are dependent in large part upon our ability to successfully implement our business strategy. We cannot assure you that we will be able to successfully implement our business strategy or be able to improve our operating results. In particular, we cannot assure you that we will be able to achieve operating synergies through focused integration, focus on productivity improvements and capacity utilization, enhance our business and product mix, expand in selected international regions, and opportunistically pursue acquisition targets and strategic alliances.

Furthermore, we cannot assure you that we will be successful in our growth efforts or that we will be able to effectively manage expanded or acquired operations. Our ability to achieve our expansion and acquisition objectives and to effectively manage our growth depends on a number of factors, including:

• our ability to identify appropriate acquisition targets and to negotiate acceptable terms for their acquisition;

• our ability to integrate new businesses into our operations; and

• the availability of capital on acceptable terms.

Implementation of our business strategy could be affected by a number of factors beyond our control, such as increased competition, legal and regulatory developments, general economic conditions or increased operating costs. Any failure to successfully implement our business strategy could materially and adversely affect our financial condition and results of operations. We may, in addition, decide to alter or discontinue certain aspects of our business strategy at any time.

18

The cyclical nature of the metals industry, our end-use segments and our customers’ industries could limit our operating flexibility, which could negatively impact our financial condition and results of operations.

The metals industry in general is cyclical in nature. It tends to reflect and be amplified by changes in general and local economic conditions, both domestically and abroad. These conditions include the level of economic growth, financing availability, employment levels, interest rates, consumer confidence and housing demand. Historically, in periods of recession or periods of minimal economic growth, metals companies have often tended to under-perform other sectors. We are particularly sensitive to trends in the transportation and construction industries, which are both seasonal and highly cyclical in nature, and dependent on general economic conditions. For example, during recessions or periods of low growth, the transportation and construction industries typically experience major cutbacks in production, resulting in decreased demand for aluminum and zinc. This leads to significant fluctuations in demand and pricing for our products and services. We generally have high fixed costs, our profitability is significantly affected by decreased processing and production volumes; accordingly, reduced demand and pricing pressures may have a negative impact on our financial condition and results of operations. Economic downturns in the national and international economies or a prolonged recession in our principal industry segments have had a negative impact on our operations in the past, and could have a negative impact on our future financial condition or results of operations.

Changes in the market price of aluminum and zinc impact the selling prices of our products. Market prices of aluminum and zinc are dependent upon supply and demand and a variety of factors over which we have little or no control, including:

• U.S. and world economic conditions;

• availability and relative pricing of metal substitutes;

• labor costs;

• energy prices;

• environmental and conservation regulations;

• seasonal factors and weather; and

• import and export restrictions.

The loss of certain members of our management may have an adverse effect on our operating results.

Our success will depend, in part, on the efforts of our senior management and other key employees. These individuals possess sales, marketing, engineering, manufacturing, financial and administrative skills that are critical to the operation of our business. If we lose or suffer an extended interruption in the services of one or more of our senior officers, our financial condition and results of operations may be negatively affected. Moreover, the market for qualified individuals may be highly competitive and we may not be able to attract and retain qualified personnel to replace or succeed members of our senior management or other key employees, should the need arise. While several members of our senior management team have previously worked together and demonstrated a successful track record at a large commodity-based chemical company, they have limited experience in managing a metals company.

The financial statements of Aleris and Commonwealth have each reflected in recent periods substantial historical net losses, and any continuation of net losses in the future may reduce our ability to raise needed capital.

Aleris reported net losses for the years ended December 31, 2003, 2002 and 2001. Commonwealth reported net losses for the years ended December 31, 2003, 2002 and 2001, and for the nine months ended September 30, 2004, which primarily reflected operating losses and certain charges, including severance and impairment charges and charges relating to the cumulative effect of certain accounting changes, as well as high

19

interest expenses. Our ability to continue operations may become increasingly constrained if we continue to incur operating losses as a combined company in the future.

If we report net losses in future periods, our ability to raise needed financing, or to do so on favorable terms, may be limited as those losses are taken into account by the organizations that issue investment ratings on our indebtedness. Our debt ratings will be below the “investment grade” category, which results in higher borrowing costs as well as a reduced pool of potential purchasers of our debt as some investors will not purchase debt securities that are not rated in an investment grade rating category. Also, any rating assigned may not remain in effect for any given period of time and may be lowered or withdrawn entirely by a rating agency if, in that rating agency’s judgment, future circumstances relating to the basis of the rating, such as adverse changes, so warrant. A lowering or withdrawal of a rating may further increase the combined company’s borrowing costs.

See “—Our substantial leverage and debt service obligations could adversely affect our financial condition, restrict our operating flexibility and prevent us from fulfilling our obligations under the notes.”

We may encounter increases in the cost of raw materials and energy, which could cause our cost of goods sold to increase, thereby reducing operating results and limiting our operating flexibility.

We require substantial amounts of raw materials and energy in our businesses, consisting principally of aluminum scrap, primary aluminum metal and natural gas. Any substantial increases in raw materials or energy costs could cause operating costs to increase and negatively affect our financial condition and results of operations.

Aluminum scrap and primary aluminum metal prices are subject to significant cyclical price fluctuations. London Metal Exchange (LME) primary aluminum metal prices declined by 45% between 1988 and 2002 and rose 27% from 2002 to September 2004. Metallics (aluminum and zinc scrap, primary aluminum metal and aluminum dross) represent the largest component of the combined company’s costs of sales. We purchase scrap primarily from aluminum and zinc scrap dealers. Remaining requirements are met with purchased primary metals. We will have no control over the price or availability of these supplies in the future.

The availability and price of aluminum scrap depend on a number of factors outside our control, including general economic conditions, foreign demand for metallics and internal recycling activities by primary aluminum producers. Increased domestic and worldwide demand for aluminum scrap have had and will continue to have the effect of increasing the prices that we pay for these raw materials thereby increasing our cost of sales. We often cannot adjust the selling prices for our products to recover the increases in scrap prices. If scrap and dross prices were to increase significantly without a commensurate increase in the market value of the primary metals, our future financial condition and results of operations could be affected by higher costs and lower profitability. In addition, a significant decrease in the pricing spread between aluminum scrap and primary aluminum could make recycling less attractive compared to primary production, and thereby reduce customer demand for our recycling business.

After raw materials and labor costs, natural gas costs represent the third largest component of our cost of sales. The price of natural gas can be particularly volatile. As a result, our natural gas costs may fluctuate dramatically, and we may not be able to mitigate the effect of higher natural gas costs on our cost of sales. If natural gas prices remain at current levels or increase further, our financial condition and results of operations may be adversely affected. Although our aluminum recycling business attempts to mitigate volatility in natural gas costs through the use of hedging and the inclusion of price escalators in many of its long-term supply contracts, the combined company may not be able to eliminate the effects of such cost volatility.

Increased energy prices may also negatively affect our customers, which in turn may affect demand for our services. For example, since 2001 our aluminum recycling business has experienced a sharp reduction in demand in the Pacific Northwest, because many domestic smelters located in that region have been forced to suspend or terminate their operations due to high energy costs.

20

We may be unable to manage effectively our exposure to commodity price fluctuations, and our hedging activities may affect profitability in a rising metals price environment and subject our earnings to greater volatility from period to period.

Purchases of metal for forward delivery and hedging with futures and options contracts are used to reduce our exposure at any time to the risk of changes in metal prices. Significant increases in the price of aluminum scrap or primary aluminum metal, if not offset by product price increases, would cause our cost of goods sold to significantly increase, negatively impacting our future financial condition or results of operations.

Our rolled products segment purchases LME futures and options contracts to reduce its exposure to the risk of changes in metal prices. Despite the use of LME futures contracts, our rolled products business remains exposed to the variability in prices of scrap metal. While scrap metal is priced in relation to prevailing LME prices, it is also priced at a premium or discount to LME metal (depending on quality of the material supplied). This premium or discount is referred to in the industry as the “scrap spread” and fluctuates depending on market conditions. Further, our rolled products business is exposed to variability in the market price of a transportation differential (“Midwest Premium”) charged by industry participants to deliver metal from the smelter to the manufacturing facility. This transportation differential also fluctuates in relation to market conditions. Our rolled products segment follows a pattern of increasing or decreasing its selling prices to customers in response to changes in the Midwest Premium.

Our rolled products business remains exposed to market fluctuations in scrap spreads and the Midwest Premium because sales prices to its customers do not always conform to the market variations in scrap spreads and the Midwest Premium. Because of its exposure to the risk of changes in the unhedged portions of metal prices (scrap spreads and Midwest Premiums), our rolled products segment’s metal hedging programs in recent periods have not met requisite accounting “effectiveness” tests to enable deferral of aluminum metal hedge gains and losses in reporting the results of its operations in its financial statements. The consequent inclusion of such metals hedging gains or losses in earnings reports produces significant period-to-period volatility in those reports that is not necessarily reflective of our rolled products segment’s underlying operating performance.

If we were to lose order volumes from any of its largest customers, our sales and revenues could be reduced and our cash flows lessened.

Our business is exposed to risks related to customer concentration. In 2003, our 10 largest customers, on a pro forma combined basis, were responsible for 26% of combined net revenues on a pro forma basis. No one customer accounted for more than 10% of our combined net revenues in 2003 on a pro forma basis. A loss of order volumes from, or a loss of industry share by, any major customer could negatively affect our financial condition and results of operations by lowering sales volumes, increasing costs and lowering profitability. In addition, our increased emphasis on dedicated facilities and dedicated arrangements with customers carries the inherent risk of increased dependence on a single or few customers with respect to a particular facility of ours. In such cases, the loss of such a customer, or the reduction of that customer’s business at one or more of our facilities, could negatively affect our financial condition and results of operations, and any timely replacement of volumes could prove difficult. In addition, several of our customers have become involved in bankruptcy or insolvency proceedings and have defaulted on their obligations to us in recent years. For example, in October 2004, we announced that a customer bankruptcy filing on September 30, 2004 prevented us from recognizing in 2004’s third quarter approximately $3.2 million of revenues from shipments of specification aluminum alloys to that customer. Future customer insolvencies and defaults may negatively affect our financial condition and results of operations.

We do not have long-term contractual arrangements with a substantial number of our customers, and our sales and revenues could be reduced if our customers switch their suppliers.

Approximately 85% of our total combined sales volume is with customers who do not have long-term contractual arrangements with us. These customers purchase products and services from us on a purchase order

21

basis, and may choose not to continue to purchase our products and services. The loss of these customers or a significant reduction in their purchase orders could have a negative impact on our sales volume and business.

We may not be able to compete successfully in the industries we serve, which could reduce our share of industry sales, lower our selling prices and reduce sales volumes, which could reduce operating results and negatively impact our financial condition.

Aluminum competes with other material such as steel, plastic and glass for various applications. Higher aluminum prices tend to make aluminum products less competitive with these alternative materials.

We compete in the production and sale of common alloy aluminum sheet products with a number of other aluminum rolling mills in the United States and Canada (including large, single purpose sheet mills, continuous casters and other multi-purpose mills, some of which are larger and have greater financial and technical resources than we do) and with imported products. We compete with other rolled products suppliers, principally the multi-purpose mills, on the basis of quality, price, timeliness of delivery and customer service.

We also compete with other aluminum and zinc recyclers in segments which are highly fragmented and characterized by smaller, regional operators. The principal factors of competition in our aluminum and zinc recycling business include price, metal recovery rates, proximity to customers, customer service, molten metal delivery capability, environmental and safety regulatory compliance, and types of services offered.

Additional competition could result in lost share of industry sales or reduced prices for our products and services, which could decrease revenues or reduce volumes, either of which could have a negative effect on our financial condition and results of operations.

A growing portion of our sales are expected to be derived from our international operations, which will expose us to certain risks inherent in doing business abroad.

We currently do not have rolled products operations outside the United States. We have aluminum recycling operations in Germany, the United Kingdom, Mexico and Brazil. We plan to continue to expand our international operations. Our foreign operations generally will be subject to risks, including:

• changes in U.S. and foreign governmental regulations, trade restrictions and laws, including tax laws and regulations;

• foreign currency exchange rate fluctuations;

• tariffs and other trade barriers;

• the potential for nationalization of enterprises;

• interest rate fluctuations;

• high rates of inflation;

• currency restrictions and limitations on repatriation of profits;

• divergent environmental laws and regulations; and

• political, economic and social instability.

The occurrence of any of these events could cause our costs to rise, limit its growth opportunities and have a negative effect on our operations and our ability to plan for future periods, and subject us to risks not generally prevalent in the U.S.

The financial condition and results of operations of some of our operating entities will be reported in foreign currencies and then translated into U.S. Dollars at the applicable exchange rate for inclusion in our consolidated

22

financial statements. As a result, generally speaking, appreciation of the U.S. Dollar against these foreign currencies will have a negative impact on our reported revenues and operating profit while depreciation of the U.S. Dollar against these foreign currencies will have a positive effect on reported revenues and operating profit. For example, our German, Mexican and Brazilian operations were negatively impacted during the first half of 2004 due to the strengthening of the U.S. Dollar against the Euro, the Mexican Peso and the Brazilian Real. We currently do not intend to mitigate this translation effect through the use of derivative financial instruments, which exposes us to risks of currency exchange rate and interest rate fluctuations to a greater degree than if we were to use financial derivative instruments.

Current environmental liabilities, as well as the cost of compliance with and liabilities under health and safety laws, could increase our operating costs, negatively impacting our financial condition and results of operations.

Our operations are subject to numerous and increasingly stringent federal, state, local and foreign environmental laws and regulations, which govern, among other things, air emissions, wastewater discharges, the handling, storage and disposal of hazardous substances and wastes, the remediation of contaminated sites, and employee health and safety. Future environmental regulations can be expected to impose stricter compliance requirements on the industries in which we operate. Additional equipment or process changes at some of our facilities may be needed to meet future requirements.

Processing and manufacturing activities at current and formerly-owned and operated properties and adjacent areas have resulted in environmental impacts requiring remediation. We are subject to indemnification obligations to third parties for certain of these properties. Financial responsibility for the remediation of contaminated property or for the amelioration of damage to natural resources can be imposed on us where current or prior operations have had an environmental impact. Such liability can include the cost of investigating and cleaning up contaminated soil or ground water, fines and penalties sought by environmental authorities, and damages arising out of personal injury, contaminated property, and other toxic tort claims, as well as lost or impaired natural resources. Certain environmental laws impose joint and several liability for some of these damages, meaning that a person can be held liable for all damages even though others were also involved in causing them. Certain environmental laws also impose liability for some of these damages regardless of whether the person causing the damages did so through any unlawful conduct or other fault. As of December 31, 2003, Commonwealth had accrued an aggregate loss contingency of $6.7 million for environmental matters, and we had accrued $5.3 million for our landfill closure costs and $1.0 million for other environmental matters. These costs have not been material to net income (loss) for either Aleris or Commonwealth for any accounting period since January 1, 2001. However, future remedial requirements at current and formerly owned or operated properties or adjacent areas, or identification of previously unknown conditions, could result in liabilities in excess of this amount.

A number of our long-term supply agreements with our customers contain provisions obligating us to indemnify the customer for certain environmental liabilities that may arise in connection with our processing, storage, transportation or disposal of material under those long-term agreements.

For the near term, the majority of our environmental compliance expenditures will be directed toward controlling air emissions from all of our operations, ongoing operation and maintenance of eight federal superfund sites and managing and disposing of salt cake from aluminum recycling, including related landfills. Changes in environmental requirements or changes in their enforcement could materially increase our costs. If salt cake (a by-product from some of our recycling operations) were to become classified as a hazardous waste in the U.S., the costs to manage and dispose of it would increase and could result in significant increased expenditures.

Our business requires substantial capital investments that we may be unable to fulfill.

Our operations are capital intensive. On a combined pro forma basis, our total capital expenditures were approximately $36.9 million for 2003 and $28.8 million for the nine months ended September 30, 2004. We

23

estimate that we spent a total of approximately $54.3 million in combined pro forma capital expenditures during 2004.

We may not generate sufficient operating cash flow and our external financing sources may not be available in an amount sufficient to enable us to make anticipated capital expenditures, service or refinance our indebtedness or fund other liquidity needs. If we are unable to make upgrades or purchase new plant and equipment, our financial condition and results of operations could be affected by higher maintenance costs, lower sales volumes due to the impact of reduced product quality, and other competitive influences.

We could experience labor disputes that could disrupt its business.

Approximately 39% of our domestic employees and 61% of our foreign employees are represented by unions or equivalent bodies and are covered by collective bargaining or similar agreements which are subject to periodic renegotiation.

Although we believe that we will successfully negotiate new collective bargaining agreements when the current agreements expire, these negotiations:

• may not prove successful;

• may result in a significant increase in the cost of labor; or

• may break down and result in the disruption of our operations.

Labor negotiations may not conclude successfully and, in that case, work stoppages or labor disturbances may occur. Any such stoppages or disturbances may have a negative impact on our financial condition and results of operations by limiting plant production, sales volumes and profitability.

The merger may result in future goodwill and other asset impairment charges, which would reduce future net income of the combined company.

Based on the preliminary allocation of the merger purchase price, we do not expect that a significant amount of goodwill, if any, will be recorded. At September 30, 2004, however, our consolidated total assets included approximately $63.9 million of goodwill. We perform an annual goodwill impairment review as of December 31 to estimate the fair value of our reporting units. This valuation entails a discounted cash flow model using internal projections and budgets to determine a unit’s fair value. In the event that we are not able to achieve expected cash flow levels, or other factors indicate that goodwill is impaired, we may need to write off all or part of our goodwill. The amount of the impairment would be charged as an expense in the period in which the impairment occurred. Any such goodwill or other asset impairment charges in the future would reduce our net income and could be a factor in causing future net losses.

We may encounter issues under rules under the Sarbanes-Oxley Act of 2002 that require our management to provide a management report containing an assessment of our internal reporting controls.

The Securities and Exchange Commission’s rules under Section 404 of the Sarbanes-Oxley Act of 2002 require that reporting companies provide in their annual report on Form 10-K for fiscal years ending December 31, 2004 and thereafter, an internal control report of management. This report must contain statements that the company’s management has evaluated and assessed its internal control over financial reporting for that company, concluding whether or not the company’s internal control over financial reporting is effective, including disclosure of any “material weaknesses” in internal control identified by management. If there are any material weaknesses, management is not permitted to conclude that the company’s internal control over financial reporting is effective. The Form 10-K must also contain a statement that the company’s independent registered public accounting firm has issued an attestation report on management’s assessment, and that attestation report

24

must be filed with the Form 10-K. We will be required to provide an internal control report and an auditor’s attestation report in our Annual Report on Form 10-K for the year ended December 31, 2004.

As described in Commonwealth’s Form 10-K for the year ended December 31, 2003, as amended, Commonwealth reported a number of control deficiencies, including information gaps, that inhibited effective internal controls over Commonwealth’s financial reporting as of December 31, 2003 and that constituted a material weakness in Commonwealth’s internal control over financial reporting.

In June 2004, the SEC’s Office of Chief Accountant and Division of Corporation Finance issued a “frequently asked questions” interpretive release, indicating that the staff of the Division would not object to an issuer’s management’s report on internal control over financial reporting that excludes an acquired business from management’s assessment, so long as appropriate disclosures are made and the date of the acquisition is not more than one year from the date of management’s assessment. In reliance on this guidance, we will omit from our management report our assessment of the internal control over financial reporting of Commonwealth and its consolidated subsidiaries as of December 31, 2004. There will not be sufficient time between the completion of the merger in December 2004 and the date on which our management’s report on internal control over financial reporting must be provided to perform the necessary procedures to make the assessment with respect to Commonwealth.

The risks of excluding an assessment of an acquired company in management’s report over financial reporting in our annual report on Form 10-K for the year ended December 31, 2004 may present a number of issues that are impossible to determine at this point in time due to the fact that many of the applicable rules are new. However, there may be risks for us in terms of marketplace, supplier, customer and investor acceptance of the fact that a significant portion of our business and operations was excluded from management’s internal control assessment. The release also provides that while the answers to the frequently asked questions represent the views of the staffs of the Office of the Chief Accountant and the Division of Corporation Finance, they are not rules, regulations or statements of the SEC, and the SEC has neither approved nor disapproved them.

If we experience and are unable to correct future deficiencies, our management may not be able to state that our internal control over financial reporting is effective as of December 31, 2005. Our inability to report on, or obtain attestations as to, the effectiveness of our internal control over financial reporting may cause investors, creditors, customers, suppliers and others to lose confidence in the accuracy of our financial reporting, which may in turn decrease the price and liquidity of our common stock and negatively affect our ability to secure financing and conduct our operations. In addition, our ability to report financial results on a timely and accurate basis may be adversely affected.

Risks relating to the Exchange Offer

If you do not properly tender, or you cannot tender, your outstanding senior notes, your ability to transfer such outstanding senior notes will be adversely affected.

We will issue exchange notes only in exchange for outstanding 9% notes that are timely received by the exchange agent, together with all required documents, including a properly completed and signed letter of transmittal. Therefore, you should allow sufficient time to ensure timely delivery of the outstanding 9% notes and you should carefully follow the instructions on how to tender your outstanding 9% notes. Neither we nor the exchange agent is required to tell you of any defects or irregularities with respect to your tender of the outstanding 9% notes. If you do not tender your outstanding 9% notes or if we do not accept your outstanding 9% notes because you did not tender your outstanding 9% notes properly, then, after we consummate the exchange offer, you will continue to hold outstanding 9% notes that are subject to the existing transfer restrictions. In addition, if you tender your outstanding 9% notes for the purpose of participating in a distribution of the exchange notes, you will be required to comply with the registration and prospectus delivery requirements of the

25

Securities Act in connection with any resale of the exchange notes. If you are a broker-dealer that receives exchange notes for your own account in exchange for outstanding 9% notes that you acquired as a result of market-making activities or any other trading activities, you will be required to acknowledge that you will deliver a prospectus in connection with any resale of such exchange notes. After the exchange offer is consummated, if you continue to hold any outstanding 9% notes, you may have difficulty selling them because there will be fewer outstanding 9% notes outstanding. In addition, if a large number of outstanding 9% notes are not tendered or are tendered improperly, the limited number of exchange notes that would be issued and outstanding after we consummate the exchange offer could lower the market price of such exchange notes.

Our substantial leverage and debt service obligations could adversely affect our financial condition, restrict our operating flexibility and prevent us from fulfilling our obligations under the notes.

We have substantial debt and, as a result, significant debt service obligations. As of September 30, 2004, on a combined pro forma basis after giving effect to the merger and the financing transactions, (1) we and our guarantor subsidiaries would have had $286.3 million of senior secured debt outstanding, excluding approximately $178.4 million of unused revolver availability under our amended and restated senior credit facility, and (2) our non-guarantor subsidiaries would have had approximately $79.4 million of outstanding indebtedness and other liabilities (excluding intercompany liabilities). In addition to amounts that may be borrowed under our amended and restated senior credit facility, the indenture governing the notes allows us and our subsidiaries to borrow money from other sources.

Our substantial level of debt and debt service obligations could have important effects on your investment in the notes. These effects may include:

• limiting our ability to obtain additional financing on satisfactory terms to fund our working capital requirements, capital expenditures, acquisitions, investments, debt service requirements and other general corporate requirements;

• increasing our vulnerability to general economic downturns, competition and industry conditions, which could place us at a competitive disadvantage compared to our competitors that are less leveraged;

• exposing our cash flow to changes in floating rates of interest such that a 1% increase in floating rates will negatively impact our cash flows by approximately $1.0 million;

• imposing additional restrictions on the manner in which we conduct our business under financing documents, including restrictions on our ability to pay dividends, make investments, incur additional debt and sell assets;

• placing us at a competitive disadvantage compared to many of our competitors who have less debt; and

• reducing the availability of our cash flow to fund our working capital requirements, capital expenditures, acquisitions, investments, other debt obligations and other general corporate requirements, because we will be required to use a substantial portion of our cash flow to service debt obligations.

The occurrence of any one of these events could have a material adverse effect on our business, financial condition, results of operations, prospects and ability to satisfy our obligations under the notes.

Both we and Commonwealth in recent periods have generated cash flows from operations insufficient to fund our capital expenditure requirements. Our combined operations may not be able to generate sufficient cash flows to service our indebtedness, fund our capital expenditures or provide us with the ability to raise needed financing on terms favorable to us. If we are not able to reduce our high leverage through the generation of cash flow from our business, we will have to do one or more of the following:

• raise additional capital through debt or equity issuances or both;

26

• cancel or scale back current and future business initiatives; or

• sell businesses or properties.

You should not assume that we will be able to raise additional capital on favorable terms or at all. In addition, any failure to pursue business initiatives could materially and adversely affect our ability to compete effectively. Further, you should not assume that any of the actions above would provide more than temporary assistance with the cash flow of the business.

Our management believes that the combination of reduced expenses due to increased economies of scale in the combined operations, other cost savings expected to result from the merger, greater demand and revenues due to an improving economy, initiatives to increase revenues and the resulting opportunity to reduce our leverage over time, will enable us to generate sufficient cash flows to fund our capital expenditures and our other cash needs. However, no assurances can be given that all or any of this will be accomplished. If we are unable over time to generate sufficient cash flows as planned, our ability to expand our business, be profitable and remain solvent would be impaired.

Covenant restrictions under our indebtedness may limit our ability to operate our business and, in such event, we may not have sufficient assets to pay amounts due to you under the notes.

The indenture governing our 10 ³/8% senior secured notes, and the terms of our amended and restated senior revolving credit facility and the indenture governing the 9% notes restrict us from taking various actions such as incurring additional debt under certain circumstances, paying dividends, making investments, entering into transactions with affiliates, merging or consolidating with other entities and selling all or substantially all of our assets. In addition, our amended and restated senior credit facility limits our capital expenditures and, under certain circumstances, requires us to maintain certain financial ratios and satisfy certain financial conditions and may require us to reduce our debt or take other actions in order to comply with them. These restrictions could limit our ability to obtain future financings, make needed capital expenditures, withstand future downturns in our business or the economy in general or otherwise conduct necessary corporate activities. We may also be prevented from taking advantage of business opportunities that arise because of limitations imposed on us by the restrictive covenants under our amended and restated senior credit facility and the indentures. A breach of any of these provisions will likely result in a default under our amended and restated senior credit facility and the indentures that would allow lenders to declare debt immediately due and payable. If we are unable to pay those amounts because we do not have sufficient cash on hand or are unable to obtain alternative financing on acceptable terms, the lenders could initiate a bankruptcy proceeding or proceed against any assets that serve as collateral to secure debt. In such event, our assets may not be sufficient to repay in full amounts due under the notes offered hereby.

In addition, the indenture governing our 10 ³/8% senior secured notes and the indenture governing the 9% notes contain provisions that prohibit us and our restricted subsidiaries from granting liens in any assets (except for liens in assets securing indebtedness under our amended and restated senior credit facility and other liens permitted under the indentures) to secure any of our or our restricted subsidiaries’ indebtedness, unless the senior secured notes and the 9% notes are at the same time secured by liens on an equal and ratable basis with such indebtedness. The existence of these provisions restrict the financing alternatives available to us. The Commonwealth plant, property and equipment added to our consolidated asset base as a result of the merger, and other plant, property and equipment acquired by us in the future, may be less attractive to a particular lender seeking collateral in these and other assets due to the operation of this provision.

We may not be able to generate sufficient cash flows to meet our debt service obligations.

Our ability to make scheduled payments on, or to refinance our obligations with respect to, our indebtedness, including the notes offered hereby, will depend on our financial and operating performance, which in turn will be affected by general economic conditions and by financial, competitive, regulatory and other

27

factors beyond our control. We cannot assure you that our business will generate sufficient cash flow from operations or that future sources of capital will be available to us (whether under our amended and restated senior credit facility or otherwise) in an amount sufficient to enable us to service our indebtedness, including the notes, or to fund our other liquidity needs.

If we are unable to generate sufficient cash flow to satisfy our debt obligations, we may have to undertake alternative financing plans, such as refinancing or restructuring our debt, selling assets, reducing or delaying capital investments or seeking to raise additional capital. We cannot assure you that any refinancing would be possible, that any assets could be sold, or, if sold, of the timing of the sales and the amount of proceeds that may be realized from those sales, or that additional financing could be obtained on acceptable terms, if at all. Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms, would materially and adversely affect our financial condition and results of operations and our ability to satisfy our obligations under the notes.

The notes will be effectively subordinated to our indebtedness and that of our subsidiary guarantors, including indebtedness under our amended and restated senior credit facility and our 10 ³/8% senior secured notes to the extent of the value of the property securing such indebtedness.

The notes and the guarantees will be effectively subordinated to our and our subsidiary guarantors’ indebtedness under our amended and restated senior credit facility and 10 ³/8% senior secured notes to the extent of the value of the property securing that debt. As of September 30, 2004, on a combined pro forma basis after giving effect to the merger and the financing transactions, we and our guarantor subsidiaries would have had $286.3 million of senior secured debt outstanding, excluding approximately $178.4 million of unused revolver availability under our amended and restated senior credit facility. The effect of this subordination is that upon any default in payment on, or the acceleration of, any indebtedness under our amended and restated senior credit facility and our 10 ³/8% senior secured notes, or in the event of the bankruptcy, insolvency, liquidation, dissolution, reorganization or similar proceeding of us or our subsidiary guarantors, the proceeds from the sale of the collateral that secures our amended and restated senior credit facility and our 10 ³/8% senior secured notes will be available to pay obligations on the 9% notes only after all indebtedness under our amended and restated senior credit facility and under the 10 ³/8% senior secured notes has been paid in full.

The notes are effectively subordinated to the obligations of our foreign subsidiaries, and to the obligations of our domestic subsidiaries that do not guarantee the notes.

None of our existing or future foreign subsidiaries have guaranteed the 9% notes, and it is unlikely that any of them will guarantee the 9% notes. Furthermore, we may, under certain circumstances described in the indenture, designate future subsidiaries as unrestricted subsidiaries, and any domestic subsidiary that is designated as unrestricted will not guarantee the notes. The indenture provides that Imsamet of Arizona, one of our less than wholly owned domestic subsidiaries, is not a guarantor of the notes. This subsidiary accounted for less than 1% of our combined pro forma revenues and assets for fiscal 2003. In the event of the bankruptcy, insolvency, liquidation, dissolution, reorganization or similar proceeding of our non-guarantor subsidiaries, the proceeds from the sale of assets of those non-guarantor subsidiaries will be available to pay obligations on the notes only after all of the liabilities (including trade payables) of those non-guarantor subsidiaries have been paid in full.

As of September 30, 2004, VAW-IMCO had approximately $65.3 million of liabilities (excluding intercompany liabilities) and, on a combined pro forma basis after giving effect to the merger and the financing transactions, 11% of the combined company’s consolidated assets. On the same basis, our other non-guarantor subsidiaries would have had approximately $14.2 million of liabilities (excluding intercompany liabilities) and 6% of our consolidated assets. For the nine months ended September 30, 2004, on a combined pro forma basis after giving effect to the merger and the financing transactions, VAW-IMCO generated approximately 14% of our revenues and our other non-guarantor subsidiaries generated approximately 3% of our revenues.

28

There is no active trading market for the notes, and we cannot be sure that any active trading market for the notes will develop.

The notes are a new issue of securities for which there is no active trading market. If any of the notes are traded after their initial issuance, they may trade at a discount from their initial offering price, depending upon prevailing interest rates, the market for similar securities and other factors, including general economic conditions, our financial condition, performance and prospects and prospects for companies in our industry generally. In addition, the liquidity of the trading market in the notes and the market prices quoted for the notes may be adversely affected by changes in the overall market for high-yield securities.

We may not have the ability to raise the funds necessary to finance the change of control offer required by the indenture.

Upon the occurrence of specific kinds of change of control events, we will be required to offer to repurchase all outstanding notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase. Since the events that constitute a change of control under the indenture also constitute a change of control under the indenture that governs our senior secured notes, upon each occurrence, we will also be required to offer to repurchase all outstanding senior secured notes at 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of repurchase. It is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of the notes or the senior secured notes. Moreover, the provisions in the indenture (as well as the indenture governing our senior secured notes) regarding a change of control could make it more difficult for us to be acquired. See the definition of Change of Control under “Description of the Exchange Notes.” A change of control may also result in an event of default under our proposed amended and restated senior revolving credit facility as well as other agreements and instruments governing any future indebtedness that we may incur, and may result in the acceleration of that indebtedness.

A federal or state court may invalidate the guarantees of notes by any of our current or future guarantor subsidiaries.

Our obligations under the notes are guaranteed, jointly and severally, by all of our existing wholly owned domestic subsidiaries and our future domestic restricted subsidiaries. These guarantees will be granted without any additional cash consideration to the subsidiaries. To the extent that a court were to find, pursuant to federal or state fraudulent transfer laws or otherwise, that, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee, received less than reasonably equivalent value or fair consideration for the incurrence of such guarantee; and such guarantor

• was insolvent or was rendered insolvent by reason of such incurrence,

• was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital, or

• Intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they matured,

the court could void or subordinate such guarantee in favor of the guarantor’s other creditors. Among other things, a legal challenge of a guarantee on fraudulent conveyance or other similar grounds may focus on the benefits, if any, realized by the guarantor as a result of the issuance of the notes by us.

The measure of insolvency of a guarantor for purposes of the foregoing will vary depending upon the law applied in any proceeding to determine whether a fraudulent or other similar transfer has occurred. Generally, however, a guarantor would be considered insolvent if the sum of its debts, including contingent liabilities, were greater than the fair saleable value of all of its assets, the present fair saleable value of its assets were less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature, or it could not be expected to pay its debts as they became due.

29

If any guarantee were to be voided as a fraudulent conveyance or held unenforceable for any other reason, holders of the notes would cease to have any claim in respect of such guarantor and would be creditors solely of us and any guarantor whose guarantee was not avoided or held unenforceable. In such event, the claims of the holders of the notes against the provider of an invalid guarantee would be subject to the prior payment in full of all liabilities of such guarantor. Therefore, upon a default in payment on, or the acceleration of, any indebtedness under the indenture governing the notes, or in the event of our, or such subsidiary guarantor’s, bankruptcy, insolvency, liquidation, dissolution, reorganization or similar proceeding, our subsidiary’s guarantor’s lenders would need to be paid in full before any proceeds would be made available to pay the subsidiary’s obligations under the guarantees. There can be no assurance that, after providing for all prior claims, there would be sufficient assets to satisfy the claims of the holders of the notes relating to any voided guarantee.

Based upon financial and other information currently available, we believe that the notes are being incurred for proper purposes and in good faith and that we, after issuing the notes will not be insolvent, will not have unreasonably small capital for carrying on our business after such issuance and will not have incurred debts beyond our ability to pay as those debts become due. However, a court may not necessarily agree with these conclusions.

If a guarantee is avoided as a fraudulent conveyance or found to be unenforceable for any other reason, holders of notes will not have a claim against the guarantor and will only be a creditor of a certain guarantor to the extent the guarantee was not set aside or found to be unenforceable.

Arthur Andersen WS audited certain financial information of our subsidiary, VAW-IMCO Guss und Recycling GmbH, incorporated by reference into this prospectus. In the event such financial information is later determined to contain false statements, you may be unable to recover damages from Arthur Andersen WS.

The financial statements of VAW-IMCO as of December 31, 2001 and for the year ended December 31, 2001 have been audited by Arthur Andersen WS, independent auditors, as stated in the copy of their report incorporated by reference herein. Because Arthur Andersen WS has ceased accounting and auditing operations, we have been unable to obtain written consent of Arthur Andersen WS to incorporate their report in the prospectus. As a result, you may be limited in your ability to recover damages from Arthur Andersen WS under federal or state law if it is later determined that there are false statements contained in this prospectus relating to or contained in financial data audited by Arthur Andersen WS.

30

THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

On November 4, 2004, our wholly owned direct subsidiary, IMCO Recycling Escrow Inc., issued $125 million aggregate principal amount of the outstanding 9% notes to the initial purchasers in transactions not registered under the Securities Act in reliance on exemptions from registration. The initial purchasers then sold the outstanding 9% notes to qualified institutional buyers in reliance on Rule 144A under the Securities Act and to non-United States persons outside the United States in reliance on Regulation S under the Securities Act. Because they were sold pursuant to exemptions from registration, the outstanding 9% notes are subject to transfer restrictions. On December 9, 2004, IMCO Recycling Escrow Inc. merged with and into us, and we assumed the obligations of IMCO Recycling Escrow Inc. (and the subsidiary guarantors guaranteed these obligations) under the outstanding 9% notes and the indenture governing the 9% notes.

In connection with the issuance of the outstanding 9% notes, we agreed with the initial purchasers that we would:

• file with the SEC a registration statement related to the exchange notes;

• use our reasonable best efforts to cause the registration statement to become effective under the Securities Act; and

• offer to the holders of the outstanding 9% notes the opportunity to exchange the outstanding 9% notes for a like principal amount of exchange notes upon the effectiveness of the registration statement.

Our failure to comply with these agreements within certain time periods would result in additional interest being due on the outstanding 9% notes. A copy of the registration rights agreement with the initial purchasers has been filed as an exhibit to the Current Report on Form 8-K filed with the SEC on November 8, 2004 is incorporated by reference in the registration statement of which this prospectus is a part.

Based on existing interpretations of the Securities Act by the staff of the SEC described in several no-action letters to third parties, and subject to the following sentence, we believe that the exchange notes issued in the exchange offer may be offered for resale, resold and otherwise transferred by their holders, other than broker-dealers or our “affiliates”, without further compliance with the registration and prospectus delivery provisions of the Securities Act. However, any holder of the outstanding 9% notes who is an affiliate of ours, who is not acquiring the exchange notes in the ordinary course of such holder’s business or who intends to participate in the exchange offer for the purpose of distributing the exchange notes:

• will not be able to rely on the interpretations by the staff of the SEC described in the above-mentioned no-action letters;

• will not be able to tender the outstanding 9% notes in the exchange offer; and

• must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the outstanding 9% notes unless the sale or transfer is made under an exemption from these requirements.

We do not intend to seek our own no-action letter, and there is no assurance that the staff of the SEC would make a similar determination regarding the exchange notes as it has in these no-action letters to third parties.

As a result of the filing and effectiveness of the registration statement of which this prospectus is a part, we will not be required to pay an increased interest rate on the outstanding 9% notes unless we either fail to timely consummate the exchange offer or fail to maintain the effectiveness of the registration statement to the extent we agreed to do so. Following the closing of the exchange offer, holders of the outstanding 9% notes not tendered will not have any further registration rights except in limited circumstances requiring the filing of a shelf registration statement, and the outstanding 9% notes will continue to be subject to restrictions on transfer. Accordingly, the liquidity of the market for the outstanding 9% notes will be adversely affected.

31

Terms of the Exchange Offer

Upon the terms and subject to the conditions stated in this prospectus and in the letter of transmittal, we will accept all outstanding 9% notes properly tendered and not withdrawn before 5:00 p.m., New York City time, on the expiration date. After authentication of the exchange notes by the trustee or an authenticating agent, we will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of the outstanding 9% notes accepted in the exchange offer.

By tendering the outstanding 9% notes for exchange notes in the exchange offer and signing or agreeing to be bound by the letter of transmittal, you will represent to us that:

• you will acquire the exchange notes you receive in the exchange offer in the ordinary course of your business;

• you are not participating and have no understanding with any person to participate in the distribution of the exchange notes issued to you in the exchange offer;

• you are not an affiliate of ours or, if you are an affiliate, you will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

• if you are not a broker-dealer, that you are not engaged in and do not intend to engage in the distribution of the exchange notes; and

• if you are a broker-dealer that will receive exchange notes for your own account in exchange for outstanding 9% notes that were acquired as a result of market-making or other trading activities, that you will deliver a prospectus, as required by law, in connection with any resale of those exchange notes.

Broker-dealers that are receiving exchange notes for their own account must have acquired the outstanding 9% notes as a result of market-making or other trading activities in order to participate in the exchange offer. Each broker-dealer that receives exchange notes for its own account under the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. The letter of transmittal states that, by so acknowledging and by delivering a prospectus, a broker-dealer will not be admitting that it is an “underwriter” within the meaning of the Securities Act. We will be required to allow broker-dealers to use this prospectus following the exchange offer in connection with the resale of exchange notes received in exchange for outstanding 9% notes acquired by broker-dealers for their own account as a result of market-making or other trading activities. If required by applicable securities laws, we will, upon written request, make this prospectus available to any broker-dealer for use in connection with a resale of exchange notes. See “Plan of Distribution”.

The exchange notes will evidence the same debt as the outstanding 9% notes and will be issued under and entitled to the benefits of the same indenture. The form and terms of the exchange notes are identical in all material respects to the form and terms of the outstanding 9% notes except that:

• the exchange notes will be issued in a transaction registered under the Securities Act;

• the exchange notes will not be subject to transfer restrictions; and

• provisions providing for an increase in the stated interest rate on the outstanding 9% notes will be eliminated after completion of the exchange offer.

As of the date of this prospectus, $125 million aggregate principal amount of the outstanding 9% notes was outstanding. In connection with the issuance of the outstanding 9% notes, we arranged for the outstanding 9% notes to be issued and transferable in book-entry form through the facilities of DTC, acting as depositary. The exchange notes will also be issuable and transferable in book-entry form through DTC.

This prospectus, together with the accompanying letter of transmittal, is initially being sent to all registered holders as of the close of business on                          , 2005. We intend to conduct the exchange offer as required

32

by the Exchange Act, and the rules and regulations of the SEC under the Exchange Act, including Rule 14e-1, to the extent applicable.

Rule 14e-1 describes unlawful tender offer practices under the Exchange Act. This rule requires us, among other things:

• to hold our exchange offer open for 20 business days;

• to give ten business days notice of any change in the terms of this offer; and

• to issue a press release in the event of an extension of the exchange offer.

The exchange offer is not conditioned upon any minimum aggregate principal amount of the outstanding 9% notes being tendered, and holders of the outstanding 9% notes do not have any appraisal or dissenters’ rights under the Delaware General Corporation Law or under the indenture in connection with the exchange offer. We shall be considered to have accepted the outstanding 9% notes tendered according to the procedures in this prospectus when, as and if we have given oral or written notice of acceptance to the exchange agent. See “—Exchange Agent”. The exchange agent will act as agent for the tendering holders for the purpose of receiving exchange notes from us and delivering exchange notes to those holders.

If any tendered outstanding 9% notes are not accepted for exchange because of an invalid tender or the occurrence of other events described in this prospectus, certificates for these unaccepted outstanding 9% notes will be returned, at our cost, to the tendering holder of outstanding 9% notes or, in the case of outstanding 9% notes tendered by book-entry transfer, into the holder’s account at DTC according to the procedures described below, as promptly as practicable after the expiration date.

Holders who tender outstanding 9% notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes related to the exchange of the outstanding 9% notes in the exchange offer. We will pay all charges and expenses, other than applicable taxes, in connection with the exchange offer. See “—Solicitation of Tenders; Fees and Expenses”.

Neither we nor our board of directors makes any recommendation to holders of the outstanding 9% notes as to whether to tender or refrain from tendering all or any portion of their outstanding 9% notes in the exchange offer. Moreover, no one has been authorized to make any such recommendation. Holders of the outstanding 9% notes must make their own decision whether to tender in the exchange offer and, if so, the amount of the outstanding 9% notes to tender after reading this prospectus and the letter of transmittal and consulting with their advisors, if any, based on their own financial position and requirements.

Expiration Date; Extensions; Amendments

The term “expiration date” shall mean 5:00 p.m., New York City time, on                     , 2005, unless we, in our sole discretion, extend the exchange offer, in which case the term “expiration date” shall mean the latest date to which the exchange offer is extended.

We expressly reserve the right, in our sole discretion:

• to delay acceptance of any outstanding 9% notes or to terminate the exchange offer and to refuse to accept outstanding 9% notes not previously accepted, if any of the conditions described under “—Conditions” shall have occurred and shall not have been waived by us;

• to extend the expiration date of the exchange offer;

• to amend the terms of the exchange offer in any manner;

• to purchase or make offers for any outstanding 9% notes that remain outstanding subsequent to the expiration date;

33

• to the extent permitted by applicable law, to purchase outstanding 9% notes in the open market, in privately negotiated transactions or otherwise.

The terms of the purchases or offers described in the fourth and fifth clauses above may differ from the terms of the exchange offer.

Any delay in acceptance, termination, extension, or amendment will be followed as promptly as practicable by oral or written notice to the exchange agent and by making a public announcement. If the exchange offer is amended in a manner determined by us to constitute a material change, we will promptly disclose the amendment in a manner reasonably calculated to inform the holders of the amendment.

Without limiting the manner in which we may choose to make public announcements of any delay in acceptance, termination, extension, or amendment of the exchange offer, we shall have no obligation to publish, advise, or otherwise communicate any public announcement, other than by making a timely release to Business Wire.

You are advised that we may extend the exchange offer because some of the holders of the outstanding 9% notes do not tender on a timely basis. In order to give these noteholders the ability to participate in the exchange and to avoid the significant reduction in liquidity associated with holding an unexchanged note, we may elect to extend the exchange offer.

Interest on the Exchange Notes

The exchange notes will bear interest from November 4, 2004 or the most recent date on which interest was paid or provided for on the outstanding 9% notes surrendered for the exchange notes. Accordingly, holders of outstanding 9% notes that are accepted for exchange will not receive interest that is accrued but unpaid on the outstanding 9% notes at the time of tender. Interest on the exchange notes will be payable semi-annually on each May 15 and November 15, commencing on May 15, 2005.

Procedures for Tendering

Only a holder may tender its outstanding 9% notes in the exchange offer. Any beneficial owner whose outstanding 9% notes are registered in the name of such holder’s broker, dealer, commercial bank, trust company or other nominee or are held in book-entry form and who wishes to tender should contact the registered holder promptly and instruct the registered holder to tender on such holder’s behalf. If the beneficial owner wishes to tender on such holder’s own behalf, the beneficial owner must, before completing and executing the letter of transmittal and delivering such holder’s outstanding 9% notes, either make appropriate arrangements to register ownership of outstanding 9% notes in the owner’s name or obtain a properly completed bond power from the registered holder. The transfer of record ownership may take considerable time.

The tender by a holder will constitute an agreement among the holder, us and the exchange agent according to the terms and subject to the conditions described in this prospectus and in the letter of transmittal.

A holder who desires to tender outstanding 9% notes and who cannot comply with the procedures set forth herein for tender on a timely basis or whose outstanding 9% notes are not immediately available must comply with the procedures for guaranteed delivery set forth below.

The method of delivery of the outstanding 9% notes and the letter of transmittal and all other required documents to the exchange agent is at the election and risk of the holders. Delivery of such documents will be deemed made only when actually received by the exchange agent or deemed received under the ATOP procedures described below. In all cases, sufficient time should be allowed to assure delivery to the exchange agent before the expiration date. No letter of transmittal or outstanding 9% notes should be sent to us. Holders may also request

34

that their respective brokers, dealers, commercial banks, trust companies or nominees effect the tender for holders in each case as described in this prospectus and in the letter of transmittal.

Outstanding 9% Notes Held in Certificated Form

For a holder to validly tender outstanding 9% notes held in physical form, the exchange agent must receive, before 5:00 p.m., New York City time, on the expiration date, at its address set forth in this prospectus:

• a properly completed and validly executed letter of transmittal, or a manually signed facsimile thereof, together with any signature guarantees and any other documents required by the instructions to the letter of transmittal, and

• certificates for tendered outstanding 9% notes.

Outstanding 9% Notes Held in Book-Entry Form

We understand that the exchange agent will make a request promptly after the date of the prospectus to establish accounts for the outstanding 9% notes at DTC for the purpose of facilitating the exchange offer, and subject to their establishment, any financial institution that is a participant in DTC may make book-entry delivery of the outstanding 9% notes by causing DTC to transfer the outstanding 9% notes into the exchange agent’s account for the 9% notes using DTC’s procedures for transfer.

If you desire to transfer outstanding 9% notes held in book-entry form with DTC, the exchange agent must receive, before 5:00 p.m., New York City time, on the expiration date, at its address set forth in this prospectus, a confirmation of book-entry transfer of outstanding 9% notes into the exchange agent’s account at DTC, which is referred to in this prospectus as a “book-entry confirmation”, and:

• a properly completed and validly executed letter of transmittal, or manually signed facsimile thereof, together with any signature guarantees and other documents required by the instructions in the letter of transmittal; or

• an agent’s message transmitted pursuant to ATOP.

Tender of Outstanding 9% Notes Using DTC’s Automated Tender Offer Program (ATOP)

The exchange agent and DTC have confirmed that the exchange offer is eligible for ATOP. Accordingly, DTC participants may electronically transmit their acceptance of the exchange offer by causing DTC to transfer outstanding 9% notes held in book-entry form to the exchange agent in accordance with DTC’s ATOP procedures for transfer. DTC will then send a book- entry confirmation, including an agent’s message, to the exchange agent.

The term “agent’s message” means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, which states that DTC has received an express acknowledgment from the participant in DTC tendering outstanding 9% notes that are the subject of that book-entry confirmation that the participant has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce such agreement against such participant. If you use ATOP procedures to tender outstanding 9% notes, you will not be required to deliver a letter of transmittal to the exchange agent, but you will be bound by its terms just as if you had signed it.

Signatures

Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States or an “eligible

35

guarantor institution” within the meaning of Rule 17Ad-15 under the Exchange Act, unless outstanding 9% notes tendered with the letter of transmittal are tendered:

• by a registered holder who has not completed the box entitled “Special Registration Instructions” or “Special Delivery Instructions” in the letter of transmittal; or

• for the account of an institution eligible to guarantee signatures.

If the letter of transmittal is signed by a person other than the registered holder or DTC participant who is listed as the owner, the outstanding 9% notes must be endorsed or accompanied by appropriate bond powers which authorize the person to tender the outstanding 9% notes on behalf of the registered holder or DTC participant who is listed as the owner, in either case signed as the name of the registered holder(s) who appears on the outstanding 9% notes or the DTC participant who is listed as the owner. If the letter of transmittal or any of the outstanding 9% notes or bond powers are signed or endorsed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, those persons should so indicate when signing, and unless waived by us, evidence satisfactory to us of their authority to so act must be submitted with the letter of transmittal.

If you tender your notes through ATOP, signatures and signature guarantees are not required.

Determinations of Validity

All questions as to the validity, form, eligibility, including time of receipt, acceptance and withdrawal of the tendered outstanding 9% notes will be determined by us in our sole discretion. This determination will be final and binding. We reserve the absolute right to reject any and all outstanding 9% notes not properly tendered or any outstanding 9% notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any irregularities or conditions of tender as to particular outstanding 9% notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of outstanding 9% notes must be cured within the time we shall determine. Although we intend to notify holders of defects or irregularities related to tenders of outstanding 9% notes, neither we, the exchange agent nor any other person shall be under any duty to give notification of defects or irregularities related to tenders of outstanding 9% notes nor shall we or any of them incur liability for failure to give notification. Tenders of outstanding 9% notes will not be considered to have been made until the irregularities have been cured or waived. Any outstanding 9% notes received by the exchange agent that we determine are not properly tendered or the tender of which is otherwise rejected by us and as to which the defects or irregularities have not been cured or waived by us will be returned by the exchange agent to the tendering holder (unless otherwise provided in the letter of transmittal), as soon as practicable following the expiration date.

Guaranteed Delivery Procedures

Holders who wish to tender their outstanding 9% notes and:

• whose outstanding 9% notes are not immediately available;

• who cannot complete the procedure for book-entry transfer on a timely basis;

• who cannot deliver their outstanding 9% notes, the letter of transmittal or any other required documents to the exchange agent before the expiration date; or

• who cannot complete a tender of outstanding 9% notes held in book-entry form using DTC’s ATOP procedures on a timely basis;

may effect a tender if they tender through an eligible institution described under “—Procedures for Tendering” and “—Signatures” or if they tender using ATOP’s guaranteed delivery procedures.

36

A tender of outstanding 9% notes made by or through an eligible institution will be accepted if:

• before 5:00 p.m., New York City time, on the expiration date, the exchange agent receives from an eligible institution a properly completed and duly executed notice of guaranteed delivery, by facsimile transmittal, mail or hand delivery, that: (1) sets forth the name and address of the holder, the certificate number or numbers of the holder’s outstanding 9% notes and the principal amount of the outstanding 9% notes tendered, (2) states that the tender is being made, and (3) guarantees that, within three business days after the expiration date, a properly completed and validly executed letter of transmittal or facsimile, together with a certificate(s) representing the outstanding 9% notes to be tendered in proper form for transfer, or a confirmation of book-entry transfer into the exchange agent’s account at DTC of the outstanding 9% notes delivered electronically, and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and

• the properly completed and executed letter of transmittal or a facsimile, together with the certificate(s) representing all tendered outstanding 9% notes in proper form for transfer, or a book-entry confirmation, and all other documents required by the letter of transmittal are received by the exchange agent within three business days after the expiration date.

A tender made through ATOP will be accepted if:

• before 5:00 p.m., New York City time, on the expiration date, the exchange agent receives an agent’s message from DTC stating that DTC has received an express acknowledgment from the participant in DTC tendering the outstanding 9% notes that they have received and agree to be bound by the notice of guaranteed delivery; and

• the exchange agent receives, within three business days after the expiration date, either: (1) a book-entry conformation, including an agent’s message, transmitted via ATOP procedures; or (2) a properly completed and executed letter of transmittal or a facsimile, together with the certificate(s) representing all tendered outstanding 9% notes in proper form for transfer, or a book-entry confirmation, and all other documents required by the letter of transmittal.

Upon request to the exchange agent, a notice of guaranteed delivery will be sent to holders who wish to tender their outstanding 9% notes according to the guaranteed delivery procedures described above.

Withdrawal of Tenders

Except as otherwise provided in this prospectus, tenders of outstanding 9% notes may be withdrawn at any time before 5:00 p.m., New York City time, on the expiration date. To withdraw a tender of outstanding 9% notes in the exchange offer:

• a written or facsimile transmission of a notice of withdrawal must be received by the exchange agent at its address listed below before 5:00 p.m., New York City time, on the expiration date; or

• you must comply with the appropriate procedures of ATOP.

Any notice of withdrawal must:

• specify the name of the person having deposited the outstanding 9% notes to be withdrawn;

• identify the outstanding 9% notes to be withdrawn, including the certificate number or numbers and principal amount of the outstanding 9% notes or, in the case of the outstanding 9% notes transferred by book-entry transfer, the name and number of the account at the depositary to be credited;

• be signed by the same person and in the same manner as the original signature on the letter of transmittal by which the outstanding 9% notes were tendered, including any required signature guarantee, or be accompanied by documents of transfer sufficient to permit the trustee for the outstanding 9% notes to register the transfer of the outstanding 9% notes into the name of the person withdrawing the tender; and

37

• specify the name in which any of these outstanding 9% notes are to be registered, if different from that of the person who deposited the outstanding 9% notes to be withdrawn.

All questions as to the validity, form and eligibility, including time of receipt, of the withdrawal notices will be determined by us, and our determination shall be final and binding on all parties. Any outstanding 9% notes so withdrawn will be judged not to have been tendered according to the procedures in this prospectus for purposes of the exchange offer, and no exchange notes will be issued in exchange for those outstanding 9% notes unless the outstanding 9% notes so withdrawn are validly retendered. Any outstanding 9% notes that have been tendered but are not accepted for exchange will be returned to the holder of the outstanding 9% notes without cost to the holder or, in the case of outstanding 9% notes tendered by book-entry transfer, into the holder’s account at DTC according to the procedures described above. This return or crediting will take place as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn outstanding 9% notes may be retendered by following one of the procedures described above under “—Procedures for Tendering” at any time before the expiration date.

Conditions

The exchange offer is subject only to the following conditions:

• the compliance of the exchange offer with securities laws;

• the proper tender of the outstanding 9% notes;

• the representation by the holders of the outstanding 9% notes that they are not our affiliates, that the exchange notes they will receive are being acquired by them in the ordinary course of business and that at the time the exchange offer is completed the holders had no plans to participate in the distribution of the exchange notes; and

• no judicial or administrative proceeding is pending or shall have been threatened that would limit us from proceeding with the exchange offer.

Exchange Agent

LaSalle Bank National Association, the trustee under the indenture, has been appointed as exchange agent for the exchange offer. In this capacity, the exchange agent has no fiduciary duties and will be acting solely on the basis of our directions. Requests for assistance and requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent. You should send certificates for the outstanding 9% notes, letters of transmittal and any other required documents to the exchange agent addressed as follows:

By Registered or Certified Mail, Hand Delivery or Overnight Courier:

LaSalle Bank National Association

135 S. LaSalle Street, Suite 1960

Chicago, Illinois 60603

Attention:        Greg Clark, Corporate Trust

By Facsimile Transmission:

(for eligible institutions only)

(312) 904-2236

Attention:        Greg Clark, Corporate Trust

To Confirm by Telephone or for Information:

(312) 904-2236

38

Delivery of the letter of transmittal to an address other than as listed above or transmission of instructions via facsimile other than as described above does not constitute a valid delivery of the letter of transmittal.

Solicitation of Tenders; Fees and Expenses

We will bear the expenses of soliciting holders of outstanding 9% notes to determine if such holders wish to tender those notes for exchange notes. The principal solicitation under the exchange offer is being made by mail. Additional solicitations may be made by our officers and regular employees and our affiliates in person, by telegraph, telephone or telecopier.

We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to brokers, dealers or other persons soliciting acceptances of the exchange offer. We, however, will pay the exchange agent reasonable and customary fees for its services and will reimburse the exchange agent for its reasonable out-of-pocket costs and expenses in connection with the exchange offer and will indemnify the exchange agent for all losses and claims incurred by it as a result of the exchange offer. We may also pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies of this prospectus, letters of transmittal and related documents to the beneficial owners of the outstanding 9% notes and in handling or forwarding tenders for exchange.

We will pay the expenses to be incurred in connection with the exchange offer, including fees and expenses of the exchange agent and trustee and accounting and legal fees and printing costs.

You will not be obligated to pay any transfer tax in connection with the exchange, except if you instruct us to register exchange notes in the name of, or request that notes not tendered or not accepted in the exchange offer be returned to, a person other than you, in which event you will be responsible for the payment of any applicable transfer tax.

Accounting Treatment

The exchange notes will be recorded at the same carrying value as the outstanding 9% notes as reflected in our accounting records on the date of the exchange. Accordingly, no gain or loss for accounting purposes will be recognized by us upon the closing of the exchange offer. We will amortize the expenses of the exchange offer over the term of the exchange notes.

Participation in the Exchange Offer; Untendered Outstanding 9% Notes

Participation in the exchange offer is voluntary. Holders of outstanding 9% notes are urged to consult their financial and tax advisors in making their own decisions on what action to take.

As a result of the making of, and upon acceptance for exchange of all of the outstanding 9% notes tendered under the terms of, this exchange offer, we will have fulfilled a covenant contained in the terms of the registration rights agreement. Holders of outstanding 9% notes who do not tender in the exchange offer will continue to hold their outstanding 9% notes and will be entitled to all the rights, and subject to the limitations, applicable to the outstanding 9% notes under the indenture. Holders of outstanding 9% notes will no longer be entitled to any rights under the registration rights agreement that by their terms terminate or cease to have further effect as a result of the making of this exchange offer. See “Description of the Exchange Notes”. All untendered outstanding 9% notes will continue to be subject to the restrictions on transfer described in the indenture. To the extent the outstanding 9% notes are tendered and accepted, there will be fewer outstanding 9% notes remaining following the exchange, which could significantly reduce the liquidity of the untendered notes.

39

We may in the future seek to acquire our untendered outstanding 9% notes in the open market or through privately negotiated transactions, through subsequent exchange offers or otherwise. We intend to make any acquisitions of the outstanding 9% notes following the applicable requirements of the Exchange Act, and the rules and regulations of the SEC under the Exchange Act, including Rule 14e-1, to the extent applicable. We have no present plan to acquire any outstanding 9% notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any outstanding 9% notes that are not tendered in the exchange offer, except in those circumstances in which we may be obligated to file a shelf registration statement.

40

USE OF PROCEEDS

The exchange offer is intended to satisfy certain of our obligations under our registration rights agreement. We will not receive any cash proceeds from the issuance of the exchange notes. Because we are exchanging the outstanding 9% notes for the exchange notes, which have substantially identical terms, the issuance of the exchange notes will not result in any increase in our indebtedness.

The proceeds of the offering of outstanding 9% notes, which amounted to approximately $125 million, along with borrowings of approximately $55 million under our amended and restated credit facility and cash on hand, were used (a) to refinance all amounts outstanding under our former senior credit facility, (b) to purchase certain assets from Commonwealth, the proceeds of which were used by Commonwealth to purchase or redeem its senior subordinated notes and to purchase all outstanding receivables previously sold under its receivables purchase agreement and terminate that agreement, and (c) pay fees and expenses related to these transactions and the merger.

We have agreed to pay for the expenses of the exchange offer. In exchange for issuing the exchange notes as contemplated in this offering, we will receive outstanding 9% notes in the same principal amount. The form and terms of the exchange notes are identical in all material respects to the form and terms of the outstanding 9% notes, except as described above under “The Exchange Offer—Terms of the Exchange Offer.” The outstanding 9% notes surrendered in exchange for the exchange notes will be retired and cancelled and will not be reissued.

41

RATIO OF EARNINGS TO FIXED CHARGES

We have computed the ratio of earnings to fixed charges for each of the following periods on a consolidated basis. For purposes of computing the ratio of earnings to fixed charges, “earnings” consist of earnings (loss) before income tax expense (benefit) and minority interest, plus cash dividends received from equity interests less (plus) the equity income (loss) recorded. Fixed charges consist of interest expense, including amortization of debt issuance costs and interest capitalized and the interest portion of rental expense.

The pro forma ratios of earnings to fixed charges for the nine months ended September 30, 2004 and the twelve months ended December 31, 2003 give effect to the merger and related financing transactions as if such transactions had occurred on January 1, 2003. The pro forma information presented below should be read in conjunction with the Aleris’ “Management’s discussion and analysis of financial condition and results of operations”, Aleris’ consolidated financial statements and notes thereto, Commonwealth’s “Management’s discussions and analysis of financial condition and results of operations”, Commonwealth’s consolidated financial statements and notes thereto and “Unaudited Pro Forma Condensed Combined Financial Statements” included in Aleris’ and Commonwealth’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (and amendments to those forms), as applicable, incorporated by reference in the registration statement of which this prospectus forms a part. For fiscal 2000, 2001 and 2003, earnings were insufficient to cover fixed charges by approximately $3.0 million, $7.1 million and $2.3 million, respectively. For the nine months ended September 30, 2004 and the twelve months ended December 31, 2003, on a pro forma basis, earnings were insufficient to cover fixed charges by approximately $24.9 million and $11.2 million, respectively.

	Year ended December 31,															Nine months ended September 30,					Nine months ended September 30, 2004 (Combined pro forma, as adjusted for the merger and the financing transactions)			Twelve months ended December 31, 2003 (Combined pro forma, as adjusted for the merger and the financing transactions)
	1999			2000			2001			2002			2003			2003			2004
	(Amounts in thousands)
													Restated			Restated
Earnings:
Income (loss) before income taxes and minority interest	$	32,304		$	411		$	(4,639	)	$	11,268		$	(1,496	)	$	5,425		$	5,282	$	(24,888	)	$	(10,033	)
(Less)/Add: Equity (earnings) losses		(2,265	)		(3,060	)		(3,131	)		(2,403	)		(789	)		(847	)		135		135			(789	)
Add: Dividends		450			750			1,054			2,828			150			—			—		—			150
Sub-total:		30,489			(1,899	)		(6,716	)		11,693			(2,135	)		4,578			5,417		(24,753	)		(10,672	)
Add: Total fixed charges (per below)		14,911			19,954			12,581			11,255			17,945			10,956			21,619		35,872			35,591
Less: Interest capitalized		520			1,067			336			212			152			122			143		159			542
Total Earnings		44,880			16,988			5,529			22,736			15,658			15,412			26,893		10,960			24,377
Fixed Charges:
Interest expense, including interest capitalized		13,535			18,557			11,374			9,939			15,958			9,641			20,091		33,495			32,660
Portion of rental expense representative of the interest factor		1,376			1,397			1,207			1,316			1,987			1,315			1,528		2,377			2,931
Total fixed charges		14,911			19,954			12,581			11,255			17,945			10,956			21,619		35,872			35,591
Ratio of Earnings to Fixed Charges		3.0			N/A			N/A			2.0			N/A			1.4			1.2		N/A			N/A

42

SELECTED ALERIS CONSOLIDATED FINANCIAL DATA

The following selected financial data as of and for the years ended December 31, 2003, 2002, 2001, 2000 and 1999 have been derived from Aleris’ audited consolidated financial statements. The following selected financial data as of and for the nine month periods ended September 30, 2004 and 2003 have been derived from Aleris’ unaudited consolidated financial statements which include, in the opinion of Aleris management, all adjustments, consisting of normal recurring adjustments, necessary to present fairly the results of operations and the financial position of Aleris for the periods and dates presented.

The selected financial data of Aleris set forth below should be read in connection with Aleris’ financial statements and the related notes, “Management’s discussion and analysis of financial condition and results of operations,” and the other financial information incorporated by reference in the registration statement of which this prospectus forms a part. Historical results are not necessarily indicative of results that may be expected for any future period.

The consolidation of the financial condition and results of operations of Aleris’ German subsidiary, VAW-IMCO Guss and Recycling GmbH (VAW-IMCO), into Aleris’ consolidated financial statements effective March 1, 2003 affects the comparability of certain information for the periods presented. The financial statements of VAW-IMCO as of December 31, 2001 and the year ended December 31, 2001 have been audited by Arthur Andersen WS, independent auditors, as stated in the copy of their report incorporated by reference herein. Because Arthur Andersen WS has ceased accounting and auditing operations, Aleris has been unable to obtain written consent of Arthur Andersen WS to incorporate their report in the registration statement of which this prospectus forms a part.

	Year ended December 31,															Nine Months ended September 30,
	1999			2000			2001			2002			2003			2003			2004
	(Amounts in thousands, except per share information)
													Restated			Restated
Statement of operations data(1):
Revenues	$	764,831		$	846,939		$	689,337		$	687,168		$	892,015		$	654,087		$	853,991
Cost of sales		694,193			799,586			656,013			640,696			837,428			611,103			790,523
Gross profit		70,638			47,353			33,324			46,472			54,587			42,984			63,468
Selling, general and administrative expense		24,924			27,334			22,686			26,549			38,808			27,639			37,767
Amortization expense(2)		4,653			4,374			4,299			—			—			—			—
Fees on receivables sale		—			1,082			3,372			1,698			843			821			—
Interest expense(3)		12,478			17,490			11,038			9,727			15,806			9,519			19,948
Other (income) expense, net		(1,456	)		(278	)		(301	)		(367	)		1,415			427			336
Equity in net loss (earnings) of affiliates		(2,265	)		(3,060	)		(3,131	)		(2,403	)		(789	)		(847	)		135
Earnings (loss) before income taxes, minority interest and cumulative effect of accounting change		32,304			411			(4,639	)		11,268			(1,496	)		5,425			5,282
Provision for (benefit from) income taxes		11,162			(424	)		(2,243	)		3,843			(1,244	)		1,959			2,475
Earnings (loss) before minority interest and cumulative effect of accounting change, net of tax benefit		21,142			835			(2,396	)		7,425			(252	)		3,466			2,807
Minority interest, net of provision for income taxes		346			552			326			561			560			373			122
Earnings (loss) before cumulative effect of accounting change		20,796			283			(2,722	)		6,864			(812	)		3,093			2,685
Cumulative effect of accounting change, net of tax benefit(2)		—			—			—			(58,730	)		—			—			—

43

	Year ended December 31,															Nine Months ended September,
	1999			2000			2001			2002			2003			2003			2004
	(Amounts in thousands, except per share information)
													Restated			Restated
Net earnings (loss)	$	20,796		$	283		$	(2,722	)	$	(51,866	)	$	(812	)	$	3,093		$	2,685
Net earnings (loss) per common share:
Basic before accounting change	$	1.26		$	0.02		$	(0.18	)	$	0.47		$	(0.06	)	$	0.21		$	0.18
Cumulative effect of accounting change		—			—			—			(4.04	)		—			—			—
Basic earnings (loss) per share	$	1.26		$	0.02		$	(0.18	)	$	(3.57	)	$	(0.06	)	$	0.21		$	0.18
Diluted before accounting change	$	1.26		$	0.02		$	(0.18	)	$	0.47		$	(0.06	)	$	0.21		$	0.18
Cumulative effect of accounting change		—			—			—			(4.01	)		—			—			—
Diluted earnings (loss) per share	$	1.26		$	0.02		$	(0.18	)	$	(3.54	)	$	(0.06	)	$	0.21		$	0.18
Weighted average shares outstanding:
Basic		16,448			15,353			14,978			14,548			14,473			14,474			14,835
Diluted		16,555			15,436			14,978			14,655			14,473			14,534			15,277
Dividends declared per common share	$	0.24		$	0.24		$	—		$	—		$	—		$	—		$	—
Balance sheet data (at end of period)(1):
Cash	$	2,578		$	5,014		$	3,301		$	6,873		$	14,760		$	31,391		$	9,390
Current assets, including cash		215,299			96,737			80,533			90,671			228,418			174,516			228,174
Property and equipment, net		189,987			196,133			186,931			187,451			219,668			213,281			217,354
Total assets		543,637			433,671			406,954			351,410			550,734			463,170			539,927
Current maturities of long-term debt(4)		181			112			75			94,075			33,017			25			10,629
Long-term debt (excluding current maturities)(4)		214,993			128,786			125,314			14,550			223,176			192,305			223,260
Stockholders’ equity		195,656			181,857			168,893			116,865			121,745			121,791			130,154
Statement of cash flows data:
Net cash from (used by) operating activities	$	18,233		$	140,938		$	21,003		$	38,443		$	(8,252	)	$	344		$	29,979
Net cash from (used by) investing activities		(54,139	)		(39,115	)		(13,998	)		(16,344	)		(5,222	)		2,921			(25,860	)
Net cash from (used by) financing activities		32,405			(99,248	)		(8,598	)		(18,381	)		20,711			20,711			(9,626	)
Payments for property and equipment		(30,856	)		(37,701	)		(9,858	)		(19,313	)		(20,807	)		(13,577	)		(22,302	)

(1) Aleris’ financial condition and results of operations have been affected by acquisitions of facilities and companies during certain of the periods presented. Statement of operations data and balance sheet data as of and for the nine months ended September 30, 2003 reflects the consolidation of the results of operations and financial condition of Aleris’ former 50%-owned joint venture, VAW-IMCO, which prior to March 1, 2003 had been accounted for under the equity method of accounting.

(2) See Note K—“Impact of recently adopted accounting standards” of the notes to Aleris’ historical consolidated financial statements incorporated by reference in this registration statement regarding the goodwill impairment charge recorded as a cumulative effective of an accounting change and the discontinuance of goodwill amortization expense.

(3) Certain amounts have been reclassified from amortization expense to interest expense for the years ended December 31, 2000 and 2001.

(4) See Note G—“Long-term debt” of the notes to Aleris’ historical consolidated financial statements incorporated by reference in this registration statement regarding the classification of $94,000 of indebtedness as of December 31, 2002, in debt as current due to the expiration of Aleris’ former senior credit facility on December 31, 2003.

44

SELECTED COMMONWEALTH CONSOLIDATED FINANCIAL DATA

The following selected data as of and for the years ended December 31, 2003, 2002 and 2001 have been derived from Commonwealth’s audited consolidated financial statements that have been restated to reflect the presentation of Commonwealth’s Alflex subsidiary as discontinued operations. The restated consolidated financial statements for 2000 and 1999 have not been audited. The following selected financial data as of and for the nine month periods ended September 30, 2004 and 2003 have been derived from Commonwealth’s unaudited condensed consolidated financial statements which include, in the opinion of Commonwealth’s management, all adjustments, consisting of normal recurring adjustments, necessary to present fairly the results of operations and the financial position of Commonwealth for the periods and dates presented.

The selected financial data set forth below should be read in connection with Commonwealth’s financial statements and the related notes, “Management’s discussion and analysis of financial condition and results of operations,” and the other financial information incorporated by reference in the registration statement of which this prospectus forms a part. Historical results are not necessarily indicative of results that may be expected for any future period.

	Year ended December 31,															Nine Months ended September 30,
	1999			2000			2001			2002			2003			2003			2004
	(Amounts in thousands, except per share information)
Statement of operations data:
Net sales	$	951,321		$	990,961		$	801,786		$	853,849		$	817,711		$	598,598		$	834,385
Cost of goods sold		890,827			923,977			774,895			804,637			769,402			568,890			793,744
Gross profit		60,494			66,984			26,891			49,212			48,309			29,708			40,641
Selling, general and administrative expense		37,769			38,703			41,187			34,428			34,317			24,113			30,728
Amortization of goodwill(1)		2,736			2,736			2,248			—			—			—			—
Interest expense		21,390			21,499			16,635			15,854			15,506			11,621			12,783
Other (income) expense, net		(2,868	)		(1,975	)		(907	)		(1,636	)		(1,771	)		(1,331	)		(1,328	)
Restructuring and other charges(2)		—			—			—			—			—			—			18,580
Asset impairment charges(3)		—			—			167,267			—			—			—			—
Earnings (loss) from continuing operations before provision for (benefit from) income taxes and cumulative effect of accounting change		1,467			6,021			(199,539	)		566			257			(4,695	)		(20,122	)
Provision for (benefit from) income taxes		824			311			135			(2,357	)		115			100			130
Earnings (loss) from continuing operations before cumulative effect of accounting change, net of tax benefit		643			5,710			(199,674	)		2,923			142			(4,795	)		(20,252	)
Discontinued operations:
Income (loss) from operations before income taxes		10,501			(2,184	)		6,187			6,258			(29,007	)		(611	)		4,412
(Loss) on disposition		—			—			—			—			—			—			(1,559	)
Income tax expense		133			35			65			65			69			50			720
Income (loss) from discontinued operations		10,368			(2,219	)		6,122			6,193			(29,076	)		(661	)		2,133
Cumulative effect of accounting change, net of tax benefit(1)		—			—			—			(25,327	)		—			—			—

45

	Year ended December 31,															Nine Months ended September 30,
	1999			2000			2001			2002			2003			2003			2004
	(Amounts in thousands, except per share information)
Net earnings (loss)	$	11,011		$	3,491		$	(193,552	)	$	(16,211	)	$	(28,934	)	$	(5,456	)	$	(18,119	)
Net earnings (loss) per common share:
Basic before discontinued operations and accounting change	$	0.04		$	0.34		$	(12.15	)	$	0.18		$	(0.01	)	$	(0.30	)	$	(1.25	)
Income (loss) from discontinued operations		0.64			(0.13	)		0.37			0.39			(1.82	)		(0.04	)		0.13
Cumulative effect of accounting change		—			—			—			(1.58	)		—			—			—
Basic earnings (loss) per share	$	0.68		$	0.21		$	(11.78	)	$	(1.01	)	$	(1.81	)	$	(0.34	)	$	(1.12	)
Diluted before discontinued operations and accounting change	$	0.04		$	0.34		$	(12.15	)	$	0.18		$	0.01		$	(0.30	)	$	(1.25	)
Income (loss) from discontinued operations		0.64			(0.13	)		0.37			0.38			(1.81	)		(0.04	)		0.13
Cumulative effect of accounting change		—			—			—			(1.57	)		—			—			—
Diluted earnings (loss) per share	$	0.68		$	0.21		$	(11.78	)	$	(1.01	)	$	(1.80	)	$	(0.34	)	$	(1.12	)
Weighted average shares outstanding:
Basic		16,224			16,567			16,428			15,994			16,011			16,011			16,176
Diluted		16,281			16,573			16,428			16,097			16,075			16,011			16,176
Dividends declared per common share	$	0.20		$	0.20		$	0.20		$	0.20		$	0.10		$	0.10		$	—
Balance sheet data (at end of period):
Cash	$	141		$	11,126		$	6,292		$	13,199		$	—		$	2,937		$	16,856
Current assets, including cash		262,530			233,468			211,709			227,207			211,014			206,322			244,405
Property and equipment, net		253,345			239,042			134,302			131,038			127,610			128,270			117,790
Total assets		707,500			655,768			440,289			429,158			380,116			403,485			370,031
Current maturities of long-term debt		—			—			—			—			—			3,190			—
Long-term debt (excluding current maturities)		125,000			125,000			125,000			125,000			125,000			125,000			125,000
Stockholders’ equity		336,676			338,393			134,166			107,187			78,138			99,269			72,225
Statement of cash flows data:
Net cash from (used by) operating activities	$	47,753		$	27,949		$	(17,298	)	$	4,378		$	(655	)	$	(811	)	$	(41,751	)
Net cash from (used by) investing activities		(26,445	)		(18,232	)		(8,697	)		(15,952	)		(15,958	)		(11,040	)		57,771
Net cash from (used by) financing activities		(3,256	)		(1,887	)		556			(1,638	)		(654	)		1,589			836
Payments for property and equipment		(26,445	)		(18,282	)		(8,797	)		(15,975	)		(16,116	)		(11,198	)		(6,452	)

(1) See Note 3—“Goodwill” of the notes to Commonwealth’s historical consolidated financial statements incorporated by reference in the registration statement of which this prospectus forms a part regarding the goodwill impairment charge recorded as a cumulative effect of an accounting change and the goodwill impairment charge recorded as part of operations and the discontinuance of goodwill amortization.

(2) See Note 18—“Restructuring Charges” of the notes to Commonwealth’s historical consolidated financial statements incorporated by reference in the registration statement of which this prospectus forms a part regarding the restructuring charges.

(3) See Note 2—“Asset Impairment Charges” of the notes to Commonwealth’s historical consolidated financial statements incorporated by reference in the registration statement of which this prospectus forms a part regarding the asset impairment charge.

46

SELECTED UNAUDITED PRO FORMA

CONDENSED COMBINED FINANCIAL DATA

The following unaudited pro forma condensed combined financial data for the year ended December 31, 2003, and as of and for the nine months ended September 30, 2004, have been derived from Aleris’ audited and unaudited consolidated financial statements, as amended, and Commonwealth’s audited and unaudited consolidated financial statements. This data should be read in conjunction with the respective audited and unaudited consolidated financial statements, as amended, of Aleris and Commonwealth.

The unaudited pro forma condensed combined financial data reflect the pro forma adjustments relating to the merger of Aleris and Commonwealth, including the fair value of the Aleris common stock issued as consideration in exchange for the outstanding shares of Commonwealth common stock, and the estimated fair values of Commonwealth’s assets and liabilities. The actual adjustments that will result from the merger will be based on further evaluations and may differ from the adjustments reflected herein. Finally, the pro forma financial data reflect the refinancing of a significant portion of the companies’ indebtedness. This refinancing was accomplished by the issuance of the $125 million of unsecured 9% senior notes due 2014 and borrowings under the amended and restated revolving credit facility.

The unaudited pro forma operating data set forth below is not necessarily indicative of the results that actually would have been achieved had the merger or the other financing transactions related to the merger been consummated on January 2003 for results of operations and as of September 30, 2004 for the balance sheet data, or that may be achieved in the future. The unaudited pro forma condensed combined financial statements do not include any adjustments related to restructuring charges, profit improvements, potential cost savings or one-time charges which may result from the merger. The unaudited pro forma condensed combined financial data also do not include any adjustments as a result of final valuations of tangible and intangible assets and liabilities. We urge you to read this information in conjunction with Aleris’ “Management’s discussion and analysis of financial condition and results of operations”, Aleris’ consolidated financial statements and notes thereto, Commonwealth’s “Management’s discussions and analysis of financial condition and results of operations”, Commonwealth’s consolidated financial statements and notes thereto and “Unaudited Pro Forma Condensed Combined Financial Statements” included in Aleris’ and Commonwealth’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (and amendments to those forms), as applicable, incorporated by reference in the registration statement of which this prospectus forms a part.

	Pro Forma
	Year ended December 31, 2003		Nine Months ended September 30, 2004
	(Amounts in thousands, except per share information)
Results of Operations:
Sales	1,689,840		1,667,052
Cost of sales	1,596,061		1,569,781
Gross profit	93,779		97,271
Selling, general and administrative	73,125		68,495
Restructuring and other charges	—		18,580
Fees on receivables sale	843		—
Interest expense	32,118		33,336
Other income, net	(356	)	(992	)
Equity in (earnings) loss of affiliates	(789	)	135
Loss from continuing operations before provision for income taxes and minority interests	(11,162	)	(22,283	)
(Benefit from) provision for income taxes	(1,129	)	2,605

47

	Pro Forma
	Year Ended December 31, 2003			Nine Months Ended September 30, 2004
Loss from continuing operations before minority interests		(10,033	)		(24,888	)
Minority Interests, net of provisions for (benefit from) income taxes		560			122
Loss from continuing operations	$	(10,593	)	$	(25,010	)
Loss from continuing operations per common share:
Basic	$	(0.38	)	$	(0.89	)
Diluted	$	(0.38	)	$	(0.89	)
Weighted average shares outstanding:
Basic		27,522			28,018
Diluted		27,522			28,018
				September 30, 2004
Balance sheet data:
Cash				$	26,246
Current assets, including cash					549,458
Property, plant and equipment, net					426,317
Total assets					1,084,538
Current maturities of long-term debt					29
Long-term debt (excluding current maturities)					425,799
Stockholders’ equity					302,403

48

BUSINESS

Company overview

We are a global leader in aluminum recycling and the production of specification alloys and a leading manufacturer of common alloy sheet. We also are a recycler of zinc and a leading U.S. manufacturer of zinc oxide and zinc dust. We possess a combination of low cost and flexible recycling and manufacturing operations. Our facilities are strategically located and well-positioned to service our customers, which include a number of the world’s largest companies in the transportation, containers and packaging, building and construction and metal distribution industries. Revenues from our aluminum operations represented 91% of our total combined pro forma revenues for the nine months ended September 30, 2004. For the same period, we had combined pro forma net sales of $1.7 billion.

We offer customers a wide range of metals recycling services and specification alloy products through our aluminum and zinc production facilities, which include both U.S. and international operations. Our aluminum recycling operations convert scrap and dross (a by-product of the aluminum melting process) and deliver the recycled aluminum in molten or ingot form. Our specification alloys operations purchase and convert aluminum scrap and other metals into molten or ingot form. Our specification alloys provide specific properties (including increased strength, formability and wear resistance), as specified by our customers for their particular applications. In addition, we recycle zinc metal for use in the manufacture of galvanized steel and produce value-added zinc products, primarily zinc oxide and zinc dust, which are used in the vulcanization of rubber products, the production of corrosion-resistant paint, and in other specialty chemical applications. For the nine months ended September 30, 2004, 59% of our recycling and alloy total pounds processed were under “tolling” arrangements, where we convert customer-owned scrap and dross and return the recycled metal to our customers for a fee. Tolling arrangements eliminate our commodity exposure and reduce our overall working capital requirements. Our recycling and alloying production network operates 26 strategically located production plants, 21 of which are located in the United States, two in Germany, and one in each of Brazil, Mexico and Wales. For the nine-month period ended September 30, 2004, we processed 2.5 billion pounds of recycled metal and specification alloys and zinc products, which accounted for 50% of our total pro forma revenues.

We are also one of North America’s leading manufacturers of common alloy aluminum sheet, which we produce using the continuous casting process as well as the direct-chill rolling ingot casting process. Substantially all of our aluminum sheet products are tailored in response to specific customer orders, including the incorporation of value-added coatings. We sell the majority of our products to end-users for use in building and construction products, transportation equipment and automotive parts, and consumer durables, as well as to distributors. We have four production facilities located in the U.S. that provide common alloy sheet to all of the major aluminum consuming regions in the U.S. and Canada. Shipments of common alloy sheet products for the nine-month period ended September 30, 2004 totaled 744.9 million pounds and accounted for 50% of our total pro forma revenues.

Employees

As of January 1, 2005, on a combined pro forma basis, we had a total of approximately 3,231 employees, consisting of 859 employees engaged in administrative and supervisory activities and 2,372 employees engaged in manufacturing, production and maintenance functions. Collectively, approximately 1,010 of our domestic employees are covered by collective bargaining agreements. One of these agreements covering 142 employees will expire and require renegotiation in September 2005. Labor relations with our employees have been satisfactory.

49

Properties and facilities

Our production and manufacturing facilities are listed below by segment.

Segment	Location	Owned/Leased
Aluminum Recycling	Uhrichsville, Ohio	Owned
	Coldwater, Michigan	Owned
	Morgantown, Kentucky	Owned
	Post Falls, Idaho	Owned
	Rockwood, Tennessee	Owned
	Shelbyville, Tennessee	Owned
	Sapulpa, Oklahoma	Owned
	Saginaw, Michigan	Owned
	Loudon, Tennessee	Owned
	Chicago Heights, Illinois	Owned
	Goodyear, Arizona	Leased
	Bedford, Indiana	Owned
	Elyria, Ohio	Owned
	Rock Creek, Ohio	Owned
Rolled Products	Lewisport, Kentucky	Owned
	Uhrichsville, Ohio	Owned
	Carson, California	Owned
	Bedford, Ohio	Leased
International	Töging, Germany	Owned
	Grevenbroich, Germany	Owned
	Monterrey, Mexico	Owned
	Swansea, Wales	Leased
	Pindamonhangaba, Brazil	Owned
Zinc	Houston, Texas	Owned
	Clarksville, Tennessee	Owned
	Millington, Tennessee	Owned
	Coldwater, Michigan	Owned
	Hillsboro, Illinois	Leased
	Spokane, Washington	Leased

Substantially all of our real property, fixtures and equipment at our domestic aluminum recycling and zinc facilities are mortgaged to secure indebtedness under our senior secured notes. See “Description of Other Indebtedness.”

The average operating rates for our wholly owned domestic aluminum recycling and zinc facilities for 2003, 2002 and 2001 were 73%, 79% and 81% of stated capacity. As the result of our Bedford, Indiana facility ceasing melting operations in 2001, certain of its assets were transferred to our other facilities. During 2002, we

50

provisionally suspended operations at our Wendover, Utah facility, and during the fourth quarter of 2004, we permanently closed the facility. In addition, in August 2003 we provisionally suspended operations at our Rockwood, Tennessee plant, which we closed in December 2004.

General Motors has an option to acquire our Saginaw, Michigan facility under its long-term supply agreement with us. This option is exercisable under certain conditions beginning in 2006. If the supply agreement with GM were terminated, GM would then have an option to acquire ownership of the Saginaw facility.

In Louisville, Kentucky, we currently lease approximately 26,000 square feet for our rolled products segment offices. In Irving, Texas, we currently lease approximately 40,000 square feet of office space for financial, accounting and administrative support functions. In Houston, Texas, our zinc segment owns approximately 30,000 square feet of office space for financial and management functions for our zinc operations. We also have three zinc distribution and sales offices that we lease, which are located in Los Angeles, California, Chicago, Illinois and Pittsburgh, Pennsylvania.

In December 2005, we relocated our principal executive corporate offices to Beachwood, Ohio, and have leased approximately 20,000 square feet there for those purposes. Our aluminum recycling segment offices will also be based at that location.

Environmental

General

Our operations are subject to environmental laws, regulations and ordinances in our plants’ locales of operation. Our operations generate discharges and emissions, including in some cases off-site dust and odors, which are subject to environmental laws, including, in the United States, the Federal Clean Air Act. From time to time, our operations have resulted, or may result, in non-compliance with applicable requirements under environmental laws. We may also incur liabilities for disposals of salt cake and other materials. In addition, historical or current operations at, or in the vicinity of, our facilities, may have resulted in soil or groundwater contamination.

Our operations are subject to increasingly stringent environmental laws and regulations governing air emissions, wastewater discharges, the handling, disposal and remediation of hazardous substances and wastes and employee health and safety. These laws can impose joint and several liability for releases or threatened releases of hazardous substances upon statutorily defined parties, including us, regardless of fault or the lawfulness of the original activity or disposal. Given the changing nature of environmental legal requirements, we may be required, from time to time to take environmental control measures at some of our facilities to meet future requirements.

Due to relatively high costs and limited coverage, we do not carry environmental impairment liability insurance in amounts that would be sufficient in the event we incurred a material environmental related liability.

Rolled Products

We are performing operations and maintenance (O&M) at two Superfund sites arising out of past waste disposal activity associated with closed recycling facilities. We are also under orders by agencies in two states for environmental remediation at three sites, one of which is currently operating and two of which have been closed.

We formerly operated an aluminum smelter in Goldendale, Washington (“Goldendale”) from 1985 to 1987. Past aluminum smelting activities at Goldendale have resulted in environmental contamination and regulatory involvement. In 1993, we entered into a settlement agreement with the former owner of Goldendale, Lockheed Martin, and the current owner of Goldendale, Columbia Aluminum Corporation, which has since been renamed Goldendale Aluminum Company (“Goldendale Aluminum”). The settlement agreement allocated responsibility for future remediation at 11 sites at Goldendale. Of the aggregate estimates of $7.2 million if remediation is required, we believe our portion would be approximately $1.3 million, for which we have accrued a liability at December 31, 2003. In December 2003, Goldendale Aluminum filed for bankruptcy protection. We cannot

51

presently quantify any additional liability that may be incurred as a result of Goldendale Aluminum’s bankruptcy filing. The apportionment of responsibility for six other sites at Goldendale is subject to alternative dispute resolution procedures if and when these locations become the subject of remedial requirements.

The estimated fair value of the aggregate loss contingency accrual for environmental matters included in the preliminary purchase price allocation was $5.6 million, which covers all environmental loss contingencies that have determined to be probable and reasonably estimable. Although the outcome of any such matters, to the extent they exceed any applicable accrual, could have a material adverse effect on our consolidated results of operations or cash flows for the applicable period, we believe that such outcome will not have a material adverse effect on our consolidated financial condition, results of operations or cash flows.

Aluminum Recycling

The processing of scrap generates solid waste in the form of salt cake and baghouse dust. This material is disposed of at off-site landfills or at permitted disposal sites at two of our facilities. If salt cake were ever classified as a hazardous waste or substance under RCRA or CERCLA, we would have to modify our handling and disposal practices.

Based on current annual processing volumes, planned utilization rates and remaining landfill capacity, the estimated remaining life of our landfill at our Sapulpa, Oklahoma plant is three years. We estimate that phase two of our Morgantown, Kentucky landfill cell has a remaining useful life of approximately one year. Remaining landfill life at Morgantown is estimated by using independent aerial photography and engineering calculations based on that photography. When the current Morgantown landfill was originally permitted, it was anticipated that there would be three phases to this landfill site. We are currently operating in the second phase. Expansion at this landfill commenced in 2004 (which will be the third phase) and is anticipated to provide an additional six years of useful life.

The amounts recognized for landfill asset retirement obligations, as of January 1, 2003, were $4.2 million for our Morgantown, Kentucky landfill and $1.0 million for our Sapulpa, Oklahoma landfill. The related asset retirement cost for each facility was capitalized as a long-lived asset (asset retirement cost) which is to be amortized over the remaining useful life of the landfills.

Domestic environmental expenditures for the aluminum recycling operations for 2004 and 2005, which primarily relate to our landfills and air pollution control equipment, are currently estimated to be approximately $5.3 million and $3.0 million, respectively. We expect to spend in 2004 and 2005 a total of approximately $4.8 million for expansion of our landfill at Morgantown, Kentucky. Accrued amounts related to our landfills are not compelled by any government or court action.

Zinc

In 1997, the Illinois Environmental Protection Agency (IEPA) notified us that two of our zinc subsidiaries were potentially responsible parties (PRP) pursuant to the Illinois Environmental Protection Act for the cleanup of contamination at a site in Marion County, Illinois to which these subsidiaries, among others, in the past had sent zinc oxide for processing and resale. The site has not been fully investigated and final estimated cleanup costs have not yet been determined. We have been informed by IEPA that the agency is preparing a revised list of companies that may have sent materials to the site and the volume of materials sent by each company. After receiving this information, our subsidiaries presently plan to seek, possibly in connection with other PRPs, an agreed resolution of the IEPA’s claims.

Legal proceedings

We are a party from time to time to what we believe are routine litigation and proceedings considered part of the ordinary course of our business. We believe that the outcome of such existing proceedings would not have a material adverse effect on our financial position or results of operations.

52

DESCRIPTION OF OTHER INDEBTEDNESS

Amended and Restated Senior Credit Agreement

Concurrently with the completion of the merger, we amended and restated our senior credit facility. We and each of our domestic wholly owned subsidiaries are borrowers under the amended and restated senior credit agreement.

The amended and restated senior credit agreement provides for revolving loan availability up to $325.0 million, plus an option allowing the borrowers to increase that amount to $375.0 million without additional approval from the lenders under this facility, so long as the lending party is reasonably satisfactory to the administrative agent. The facility contains a sublimit of $30.0 million for letters of credit. Borrowings are limited to the sum of (1) up to 85% of eligible billed accounts receivable, (2) up to 75% of eligible unbilled accounts receivable, subject to certain formulaic limitations, and (3) up to 75% of eligible inventory. Inventory advances may not exceed 85% of the net orderly liquidation value of the inventory as determined by an independent appraisal, less certain reserves that the lenders may impose. The inventory portion of the borrowing base also is limited to the sum of 85% of eligible billed accounts receivable, plus the lesser of 75% of eligible unbilled accounts receivable and an eligible unbilled receivables sublimit established by formula. The borrowing base also is subject to reserves customary for asset based lenders which are established by the administrative agent. The facility will mature on December 9, 2008.

Interest is payable, at our option, at rates per annum equal to: (1) the greater of (x) a base rate equal to PNC Bank, National Association’s prime rate or (y) a federal funds rate plus  ¹/2%, in each case plus an applicable margin spread; or (2) a LIBOR-based rate plus an applicable margin spread. Commitment fees based on facility usage are due quarterly. The applicable margin spread and the per annum percentage used to calculate the unused commitment fee are determined by reference to a pricing schedule, which is based on the sum of undrawn availability under this facility and unrestricted cash of the borrowers. The applicable margin spread ranges (a) for base rate and federal funds rate loans, from 100 to 175 basis points, and (b) for LIBOR-based loans, from 200 to 275 basis points. Loans may be prepaid at any time without premium or penalty, other than costs associated with prepayments of Eurodollar advances.

This facility is secured by a first priority lien on (1) all of our and our domestic subsidiaries’ domestic wholly owned accounts receivable, inventory, cash and cash equivalents, and certain general intangibles, contract rights, rights to payment of money, instruments, documents, chattel paper and investment property related thereto, (2) to the extent permitted by the terms of our 10 ³/8% senior secured notes, all common and/or voting stock of each borrower’s domestic wholly owned subsidiaries and 65% of the common and/or voting stock of each borrower’s first tier foreign subsidiaries, and (3) all proceeds and products thereof. Domestic wholly owned subsidiaries created or acquired by us are required to guarantee or be jointly and severally liable for the indebtedness under this facility.

The terms of the facility include, among other covenants, limitations on our ability to (1) incur new debt, (2) sell or acquire assets or businesses, (3) pay dividends or repurchase shares of capital stock, (4) make capital expenditures, investments and acquisitions, (5) prepay indebtedness and (6) grant liens. At any time that our undrawn availability under this facility is less than $50.0 million, we will also be required to maintain a minimum fixed charge coverage ratio of 1.1 to 1.0 (calculated based on the combined operating results of our parent entity and our wholly owned domestic subsidiaries).

10 ³/8% Senior Secured Notes due 2010

On October 6, 2003, we issued $210,000,000 aggregate principal amount of our 10 ³/8% senior secured notes due 2010. Interest on the 10 ³/8% senior secured notes is payable on April 15 and October 15 of each year. The 10 ³/8% senior secured notes mature on October 15, 2010, and we may redeem some or all of such notes at any time on or after October 15, 2007 at prices ranging from 100.000% to 105.188% (depending on the date of redemption) of the principal amount of such notes plus accrued and unpaid interest. The indenture governing the 10 ³/8% senior secured notes contains covenants that limit our ability to, among other things, (1) incur additional

53

debt, (2) make restricted payments, including paying cash dividends or making investments, (3) sell or dispose of assets, including capital stock of subsidiaries, (4) engage in sale-leaseback transactions, (5) create liens on our or our subsidiaries’ assets, (6) restrict the receipt of distributions from our restricted subsidiaries, (7) engage in transactions with affiliates, and (8) merge or consolidate or sell substantially all of our or our subsidiaries’ assets.

Our 10 ³/8% senior secured notes are our senior obligations and are guaranteed on a senior basis by all of our existing wholly owned domestic subsidiaries that are co-borrowers under our senior credit facility and any future restricted domestic subsidiaries. The 10 ³/8% senior secured notes are not guaranteed by any of our current or future foreign subsidiaries. The 10 ³/8% senior secured notes and guarantees are secured by first-priority liens, subject to permitted liens, on the real property, fixtures and equipment relating to certain of our wholly owned domestic operating plants and on the fixtures and equipment relating to certain of our leased domestic operating plants and in cash proceeds from the repayment of a 20,000,000 Euro intercompany loan made by us to VAW-IMCO in 2003 that is held in a collateral account. The liens securing the 10 ³/8% senior secured notes do not extend to any of our inventory, accounts receivable and related property (which secure the debt under our senior credit facility) or to any of our foreign real or personal property.

At any time prior to October 15, 2006, we may redeem up to 35% of the aggregate principal amount of the 10 ³/8% senior secured notes with the proceeds of one or more equity offerings of our common shares, at a redemption price of 110.375% of the principal amount of the 10 ³/8% senior secured notes, together with accrued and unpaid interest, if any, to the date of redemption. Upon certain “changes in control” involving our company, each holder of the 10 ³/8% senior secured notes will have the right to require us to repurchase the 10 ³/8% senior secured notes at a purchase price in cash equal to 101% of the principal amount, plus accrued and unpaid interest, if any, to the date of purchase.

Industrial revenue bonds

As of December 31, 2003 and September 30, 2004, we had $14.4 million in industrial revenue bond indebtedness outstanding. These bonds were issued in three series in 1996, 1997 and 1998 to acquire, construct and install solid waste (landfill) facilities and a salt cake processing plant adjacent to our Morgantown, Kentucky plant. The interest rates on these bonds range from 6.0% to 7.65% per annum. The industrial revenue bonds mature in 2016, 2022 and 2023. Payment of the debt service on the bonds is an unsecured obligation of ours. In October 2004, an additional series of $5.0 million of industrial revenue bonds was issued, carrying a variable interest rate and maturing in 2027. The proceeds from this issuance will be drawn down over time and used for expansion of our Morgantown, Kentucky landfill facilities.

VAW-IMCO indebtedness

VAW-IMCO has two lines of credit available with two German commercial banks for its working capital needs. The total amount of credit available under these facilities is 15 million Euros ($20,307,000 U.S. Dollars). During the second quarter of 2004, the terms of these credit facilities were renewed and extended, and these facilities now are scheduled to expire in April and May 2006. As of September 30, 2004 and December 31, 2004, no amounts were outstanding under these lines of credit.

In November 2004, VAW-IMCO also entered into two credit agreements with the same banks for term loan facilities to fund the acquisition and construction of VAW-IMCO’s proposed new facility in Deizisau, Germany, near DaimlerChrysler AG’s foundry in Stuttgart. Each term loan facility provides for loans of up to 5 million Euros ($13,538,000 U.S. dollars). One term loan facility expires on September 30, 2005 and provides for a loan that matures five years from the date of the borrowing. The other term loan facility expires on March 30, 2009. Each term loan facility bears interest at a floating rate based on EURIBOR pricing plus a margin of 1.15% per annum.

As of December 31, 2004, 6 million Euros ($8,122,800 U.S. Dollars) were outstanding under these term loan facilities.

Each of these VAW-IMCO credit facilities contains financial and other restrictive covenants applicable to VAW-IMCO. Each of the credit facilities also contains specific restrictive covenants requiring VAW-IMCO to maintain its stockholder’s equity at not less than 22 million Euros, its equity ratio (percentage of total assets) to not less than 25% in the case of two of the facilities (and 27% in the case of the other two), and its interest coverage ratio at not less than 6.5.

54

DESCRIPTION OF THE EXCHANGE NOTES

On November 4, 2004, IMCO Recycling Escrow Inc., our direct wholly-owned subsidiary, issued $125 million aggregate principal amount of outstanding 9% notes under an Indenture, dated as of November 4, 2004 (as supplemented to the date hereof, the “Indenture) between IMCO Recycling Escrow Inc. and LaSalle Bank National Association, as Trustee (the “Trustee”). On December 9, 2004, IMCO Recycling Escrow Inc. merged with and into Aleris International, Inc. Aleris International, Inc. was the surviving corporation under that merger and assumed all the obligations of IMCO Recycling Escrow Inc. under the Notes and the Indenture. Additionally, on December 9, 2004, the subsidiary guarantors guaranteed the obligations of Aleris International, Inc. under the Notes and the Indenture under a Supplemental Indenture dated as of December 9, 2004.

The exchange notes will be issued under the Indenture. The definitions of most of the initially capitalized terms used in the following summary are set forth below “—Certain Definitions.” The terms of the exchange notes will be identical in all material respects to the outstanding 9% notes, except that the exchange notes will not contain certain transfer restrictions and holders of the exchange notes will no longer have any registration rights or be entitled to additional interest. Additionally, the issuer of the exchange notes will be Aleris International, Inc., instead of IMCO Recycling Escrow Inc.

The Trustee will authenticate and deliver exchange notes for original issue only in exchange for a like principal amount of outstanding 9% notes. Any outstanding 9% notes that remain outstanding after the consummation of the exchange offer, together with the exchange notes, will be treated as a single class of securities under the Indenture. Accordingly, all references in this section to “notes” or the “Notes” refer collectively to the outstanding 9% notes and exchange notes, and all references in this section to specified percentages in aggregate principal amount of the outstanding 9% notes will be deemed, at any time after the exchange offer is consummated, to be the same percentage in aggregate principal amount of the outstanding 9% notes and the exchange notes then outstanding.

The initial Guarantors of the outstanding 9% notes are, and of the exchange notes will be, the following Subsidiaries of the Company:

Alchem Aluminum, Inc.

Alchem Aluminum of Shelbyville, Inc.

Commonwealth Industries, Inc.

CA Lewisport, LLC

CI Holdings, LLC

Commonwealth Aluminum, LLC

Commonwealth Aluminum Concast, Inc.

Commonwealth Aluminum Lewisport, LLC

Commonwealth Aluminum Metals, LLC

Commonwealth Aluminum Sales Corporation

Commonwealth Industries, Inc.

Gulf Reduction Corporation

IMCO Energy Corp.

IMCO International, Inc.

IMCO Investment Company

IMCO Management Partnership L.P.

IMCO Recycling of California, Inc.

IMCO Recycling of Idaho Inc.

IMCO Recycling of Illinois Inc.

IMCO Recycling of Indiana Inc.

IMCO Recycling of Michigan L.L.C.

IMCO Recycling of Ohio Inc.

55

IMCO Recycling of Utah Inc.

IMCO Recycling Services Company

IMSAMET, Inc.

Indiana Aluminum Inc.

Interamerican Zinc, Inc.

MetalChem, Inc.

Rock Creek Aluminum, Inc.

Silver Fox Holding Company

U.S. Zinc Corporation

Western Zinc Corporation

Midwest Zinc Corporation

U.S. Zinc Export Corporation

All future restricted domestic subsidiaries will be required to guaranteed the notes as well. The notes will not be guaranteed by our current or future foreign subsidiaries.

For purposes of this section, references to the “Company,” “we,” “us” and “our” refer only to Aleris International, Inc. and not any of its Subsidiaries.

The exchange notes, like the outstanding 9% notes, will be senior unsecured obligations of the Company, ranking equal in right of payment with all other senior Indebtedness of the Company. The notes will be effectively subordinated (1) to all existing and future debt of the Company or any Guarantor which is secured by assets to the extent of the value of such assets and (2) to all existing and future liabilities of the Company’s Subsidiaries that are not Guarantors. As of September 30, 2004, on a pro forma basis as if the issuance of the outstanding 9% notes, the merger of IMCO Recycling Escrow Inc. into us, the Commonwealth merger and the financing transactions had occurred on such date, the Company and the Guarantors would have had approximately $286.3 million of secured debt outstanding and approximately $178.4 million of unused commitments, net of outstanding letters of credit, under our amended and restated credit facility, and the Company’s Subsidiaries that are not Guarantors would have had approximately $.1 million of debt outstanding.

The following description is a summary of the material provisions of the Indenture. It does not include all of the provisions of the Indenture. We urge you to read the Indenture because it defines your rights and our obligations and the Guarantors’ obligations. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “TIA”). A copy of the Indenture may be obtained from us upon your request.

The outstanding 9% notes are, and the exchange notes will be, issue in fully registered form in denominations of $1,000 and integral multiples thereof. The Trustee will initially act as Paying Agent and Registrar for the notes. The notes may be presented for registration or transfer and exchange at the offices of the Registrar. The Company may change any Paying Agent and Registrar without notice to holders of the notes (the “Holders”). The Company will pay principal (and premium, if any) on the notes at the Trustee’s corporate office in New York, New York. At the Company’s option, interest may be paid at the Trustee’s corporate trust office or by check mailed to the registered address of Holders or by wire transfer if instructions therefore are furnished by a Holder. The registered Holder of a note will be treated as the owner of it for all purposes. Only registered Holders of notes will have rights under the Indenture.

Principal, Maturity and Interest

The Notes are unlimited in aggregate principal amount; $125.0 million in aggregate principal amount of outstanding 9% notes were issued on November 4, 2004. The Notes will mature on November 15, 2014. Additional Notes may be issued from time to time, subject to the limitations set forth under “—Certain Covenants—Limitation on Incurrence of Additional Indebtedness.” Interest on the Notes will accrue at the rate of

56

9% per annum and will be payable semiannually in cash on each May 15 and November 15 commencing on May 15, 2005, to the persons who are registered Holders at the close of business on the May 1 and November 1 immediately preceding the applicable interest payment date. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including the date of issuance. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

The Notes will not be entitled to the benefit of any mandatory sinking fund.

Redemption

Optional Redemption. Except as described below, the Notes are not redeemable before November 15, 2009. Thereafter, the Company may redeem the Notes at its option, in whole or, from time to time, in part, upon not less than 30 nor more than 60 days’ notice, at the following redemption prices (expressed as percentages of the principal amount thereof) if redeemed during the twelve-month period commencing on November 15 of the year set forth below:

Year	Percentage
2009	104.500	%
2010	103.000	%
2011	101.500	%
2012 and thereafter	100.000	%

In addition, the Company must pay accrued and unpaid interest on the Notes redeemed.

Optional Redemption Upon Equity Offerings. At any time, or from time to time, on or prior to November 15, 2007, the Company may, at its option, use the net cash proceeds of one or more Equity Offerings (as defined below) to redeem up to 35% of the principal amount of the Notes issued under the Indenture at a redemption price of 109% of the principal amount thereof plus accrued and unpaid interest thereon, if any, to the date of redemption; provided that

(1) at least 65% of the principal amount of Notes issued under the Indenture remains outstanding immediately after any such redemption; and

(2) the Company makes such redemption not more than 90 days after the consummation of any such Equity Offering.

“Equity Offering” means a public or private sale for cash by the Company of its Common Stock, or options, warrants or rights with respect to its Common Stock, other than public offerings with respect to the Company’s Common Stock, or options, warrants or rights, registered on Form S-4 or S-8.

Selection and Notice of Redemption

In the event that the Company chooses to redeem less than all of the Notes, selection of the Notes for redemption will be made by the Trustee either

(1) in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed; or,

(2) on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate.

No Notes of a principal amount of $1,000 or less shall be redeemed in part. If a partial redemption is made with the proceeds of an Equity Offering, the Trustee will select the Notes only on a pro rata basis or on as nearly a pro rata basis as is practicable (subject to DTC procedures). Notice of redemption will be mailed by first-class mail at least 30 but not more than 60 days before the redemption date to each Holder of Notes to be redeemed at

57

its registered address. If any Note is to be redeemed in part only, then the notice of redemption that relates to such Note must state the portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. On and after the redemption date, interest will cease to accrue on Notes or portions thereof called for redemption as long as the Company has deposited with the Paying Agent funds in satisfaction of the applicable redemption price.

Guarantees

Each existing and future Domestic Restricted Subsidiary (other than Imsamet of Arizona, any Receivables Entities and any future Domestic Restricted Subsidiaries that we designate as Unrestricted Subsidiaries pursuant to the Indenture will become Guarantors and will jointly and severally guarantee the Company’s obligations under the Indenture and the Notes on a senior unsecured basis. The obligations of each Guarantor under its Guarantee will be limited as necessary to prevent the Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law.

The obligations of the Guarantors under the Guarantees rank equally in right of payment with all other Indebtedness of such Guarantor, except to the extent such other Indebtedness is subordinate to the obligations arising under the Guarantees. The Guarantees will be effectively subordinated to all existing and future debt of a Guarantor which is secured by assets to the extent of the value of such assets.

Each Guarantor may consolidate with or merge into or sell its assets to the Company or another Guarantor without limitation, or with other Persons upon the terms and conditions set forth in the Indenture. See “—Certain Covenants—Merger, Consolidation and Sale of Assets.” In the event a Guarantor is sold or disposed of (whether by merger, consolidation, the sale of its Capital Stock or the sale of all or substantially all of its assets (other than by lease)), and whether or not the Guarantor is the surviving Person in such transaction, to a Person that is not the Company or a Restricted Subsidiary (other than a Receivables Entity), such Guarantor will be released from its obligations under its Guarantee if:

(1) the sale or other disposition is in compliance with the Indenture, including the covenant “—Limitation on Asset Sales”; and

(2) all of the obligations of such Guarantor under the Credit Agreement and related documentation and any agreements relating to any other Indebtedness of the Company or the Restricted Subsidiaries terminate upon consummation of such transaction.

In addition, a Guarantor will be released from its obligations under the Indenture and its Guarantee (i) if the Company designates such Guarantor as an Unrestricted Subsidiary in accordance with the provisions of the Indenture, (ii) upon the liquidation or dissolution of such Guarantor, or (iii) upon the occurrence of Legal Defeasance as described below under “—Legal Defeasance and Covenant Defeasance.”

• Change of Control

• Upon the occurrence of a Change of Control, each Holder will have the right to require that the Company purchase all or a portion of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”), at a purchase price equal to 101% of the principal amount thereof plus accrued interest to the date of purchase.

Within 30 days following the date upon which the Change of Control occurred, the Company must send, by first class mail, a notice to each Holder, with a copy to the Trustee, which notice shall govern the terms of the Change of Control Offer. Such notice shall state, among other things, the purchase date, which must be no earlier than 30 days nor later than 45 days from the date such notice is mailed, other than as may be required by law (the “Change of Control Payment Date”). Holders electing to have a Note purchased pursuant to a Change of Control Offer will be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” on the

58

reverse of the Note completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third business day prior to the Change of Control Payment Date.

The Company will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

If a Change of Control Offer is made, there can be no assurance that the Company will have available funds sufficient to pay the Change of Control purchase price for all the Notes that might be delivered by Holders seeking to accept the Change of Control Offer. In the event the Company is required to purchase outstanding Notes pursuant to a Change of Control Offer, the Company expects that it would seek third party financing to the extent it does not have available funds to meet its purchase obligations. However, there can be no assurance that the Company would be able to obtain such financing.

Neither the Board of Directors of the Company nor the Trustee may waive the covenant relating to a Holder’s right to require purchase of its Notes upon a Change of Control. Restrictions in the Indenture described herein on the ability of the Company and the Restricted Subsidiaries to incur additional Indebtedness, to grant liens on its property, to make Restricted Payments and to make Asset Sales may also make more difficult or discourage a takeover of the Company, whether favored or opposed by the management of the Company. Consummation of any such transaction in certain circumstances may require repurchase of the Notes, and there can be no assurance that the Company or the acquiring party will have sufficient financial resources to effect such repurchase. Such restrictions and the restrictions on transactions with Affiliates may, in certain circumstances, make more difficult or discourage any leveraged buyout of the Company or any of its Subsidiaries by the management of the Company. While such restrictions cover a wide variety of arrangements which have traditionally been used to effect highly leveraged transactions, the Indenture may not afford the Holders protection in all circumstances from the adverse aspects of a highly leveraged transaction, reorganization, restructuring, merger or similar transaction.

The Company will comply with the requirements of Section 14(e) under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the “Change of Control” provisions of the Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the “Change of Control” provisions of the Indenture by virtue thereof.

Certain Covenants

The Indenture will contain, among others, the following covenants:

Limitation on Incurrence of Additional Indebtedness. (a) The Company will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create, incur, assume, guarantee, acquire, become liable, contingently or otherwise, with respect to, or otherwise become responsible for payment of (collectively, “incur”) any Indebtedness; provided, however, that if no Default or Event of Default shall have occurred and be continuing at the time of, or would occur after giving effect to, the incurrence of such Indebtedness, the Company or any of the Restricted Subsidiaries that is or, upon such incurrence, becomes a Guarantor may incur Indebtedness (including, without limitation, Acquired Indebtedness) and any Restricted Subsidiary that is not or will not, upon such incurrence, become a Guarantor may incur Acquired Indebtedness, in each case if on the date of the incurrence of such Indebtedness, after giving effect to the incurrence thereof, the Consolidated Coverage Ratio of the Company would have been at least 2.0 to 1.0.

The Company will not, and will not permit any Guarantor to, directly or indirectly, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is expressly subordinated in

59

right of payment to any other Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Notes or the applicable Guarantee, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Company or such Guarantor, as the case may be. For purposes of the foregoing, no Indebtedness will be deemed to be subordinated in right of payment to any other Indebtedness of the Company or any Guarantor solely by virtue of such Indebtedness being unsecured or by virtue of the fact that the holders of such Indebtedness have entered into one or more intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them.

(b) Paragraph (a) of this covenant will not prohibit the incurrence of the following Indebtedness:

(1) Indebtedness of the Company and the Guarantors incurred pursuant to the Credit Facility and the principal component of amounts outstanding under Qualified Receivables Transactions in an aggregate amount up to the greater of (a) the Borrowing Base and (b) $325.0 million less (in the case of this clause (b)) all mandatory prepayments of principal thereof permanently reducing the commitments thereunder;

(2) guarantees by the Company, Guarantors and Foreign Subsidiaries (or any of them) of Indebtedness incurred in accordance with the provisions of the Indenture; provided that in the event such Indebtedness that is being guaranteed is Subordinated Indebtedness of the Company or of a Guarantor, as the case may be, then the related guarantee shall be subordinated in right of payment to the Guarantee;

(3) indebtedness of the Company owing to and held by any Restricted Subsidiary (other than a Receivables Entity) or Indebtedness of a Restricted Subsidiary owing to and held by the Company or any other Restricted Subsidiary (other than a Receivables Entity); provided, however,

(a) if the Company is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Notes; or

(b) if a Guarantor is the obligor on such Indebtedness and the Company or a Guarantor is not the obligee, such Indebtedness is subordinated in right of payment to the Guarantees of such Guarantor; and

(i) any subsequent issuance or transfer of Capital Stock or any other event which results in any such Indebtedness being beneficially held by a Person other than the Company or a Restricted Subsidiary (other than a Receivables Entity); or

(ii) any sale or other transfer of any such Indebtedness to a Person other than the Company or a Restricted Subsidiary (other than a Receivables Entity);

shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Subsidiary, as the case may be.

(4) Indebtedness represented by (a) the Notes and the Guarantees issued on the Issue Date, the exchange notes and exchange guarantees evidencing the same Indebtedness as the Notes and the Guarantees issued in a registered exchange offer pursuant to the Registration Rights Agreement, (b) any Indebtedness (other than the Indebtedness described in clauses (1), (2), (3), (6), (8), (9), (10), (11) and (12)) outstanding on the Issue Date and (c) any Refinancing Indebtedness incurred in respect of any Indebtedness described in this clause (4) or clause (5) or incurred pursuant to paragraph (a) of this covenant;

(5) Indebtedness of a Person incurred and outstanding on the date on which such Person was acquired by the Company or a Restricted Subsidiary and became a Restricted Subsidiary or part of a Restricted Subsidiary or the Company or merged, consolidated, amalgamated or liquidated with or into a Restricted Subsidiary or the Company (other than Indebtedness incurred (a) to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired by the Company or a Restricted Subsidiary or merged, consolidated, amalgamated or liquidated with or into a Restricted Subsidiary or (b) otherwise in

60

connection with, or in contemplation of, such acquisition); provided, however, that at the time such Restricted Subsidiary is acquired by the Company, the Company would have been able to incur $1.00 of additional Indebtedness pursuant to paragraph (a) of this covenant after giving effect to the incurrence of such Indebtedness pursuant to this clause (5);

(6) Indebtedness under Currency Agreements, Commodity Agreements and Interest Rate Agreements; provided, that in the case of Currency Agreements and Commodity Agreements, such agreements are related to business transactions of the Company or its Restricted Subsidiaries entered into in the ordinary course of business or in the case of Currency Agreements, Commodity Agreements and Interest Rate Agreements, such agreements are entered into for bona fide hedging purposes of the Company or its Restricted Subsidiaries (as determined in good faith by the Board of Directors or senior management of the Company) and substantially correspond (in case of Interest Rate Agreements) in terms of notional amount, duration, currencies and interest rates, as applicable, to Indebtedness of the Company or its Restricted Subsidiaries incurred without violation of the Indenture;

(7) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capitalized Lease Obligations, real property financings, conditional sale obligations, obligations under title retention agreements or purchase money obligations with respect to assets other than Capital Stock or other Investments, in each case incurred for the purpose of financing all or any part of the purchase price, leasing, or cost of acquisition, construction, development or improvement of property or assets used in the business of the Company or such Restricted Subsidiary, in an aggregate principal amount not to exceed $15.0 million at any time outstanding;

(8) Indebtedness incurred in respect of workers’ compensation claims, self-insurance obligations, performance, surety, appeal and similar bonds, bankers’ acceptances, and completion guarantees provided by the Company or a Restricted Subsidiary in the ordinary course of business;

(9) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or Capital Stock of a Restricted Subsidiary, provided that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by the Company and its Restricted Subsidiaries in connection with such disposition;

(10) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, provided, however, that such Indebtedness is extinguished within five business days of incurrence;

(11) Indebtedness of Foreign Subsidiaries incurred for working capital financing in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness incurred pursuant to this clause (11) and then outstanding, will not exceed $45.0 million at any one time outstanding; and

(12) in addition to the items referred to in clauses (1) through (11) above, Indebtedness of the Company and the Guarantors in an aggregate outstanding principal amount which when taken together with the principal amount of all other Indebtedness incurred pursuant to this clause (12) and then outstanding, will not exceed $30.0 million at any time outstanding.

The Indenture also permitted the Company to incur Indebtedness evidenced by Commonwealth’s 10 ³/4% Senior Subordinated Notes due 2006 to the extent it was outstanding on the Merger Date, but provided that no later than as of the Merger Date, those Senior Subordinated Notes would be irrevocably called for redemption, and redeemed and discharged within 31 days after the Merger Date. On December 9, 2004, all Senior Subordinated Notes had been either purchased or redeemed, and the Indebtedness under such Senior Subordinated Notes was discharged as of that date.

61

The Company will not incur any indebtedness under the preceding paragraph if the proceeds thereof are used, directly or indirectly, to refinance any Subordinated Indebtedness of the Company unless such Indebtedness will be subordinated to the Notes to at least the same extent as such Subordinated Indebtedness. No Guarantor will incur any indebtedness if the proceeds thereof are used, directly or indirectly, to refinance any Subordinated Indebtedness of such Guarantor unless such Indebtedness will be subordinated to the obligations of such Guarantor under its Guarantee to at least the same extent as such Subordinated Indebtedness. No Restricted Subsidiary other than a Guarantor may incur any Indebtedness if the proceeds are used to refinance Indebtedness of the Company.

All intercompany debt shall be unsecured and subordinate in right of payment to the Notes.

For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness incurred pursuant to and in compliance with, this covenant:

(1) in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in the first and second paragraphs of this covenant, the Company, in its sole discretion, will classify (or later reclassify) all or any portion of such item of Indebtedness and only be required to include the amount (or portion thereof) and type of such Indebtedness in one of such clauses;

(2) all Indebtedness outstanding on the date of the Indenture under the Credit Agreement shall be deemed initially incurred on the Issue Date under clause (1) of the second paragraph of this covenant and not paragraph (a) or clause (4) of the second paragraph of this covenant;

(3) guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be included;

(4) if obligations in respect of letters of credit are incurred pursuant to a Credit Facility and are being treated as incurred pursuant to clause (1) of the second paragraph above and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included;

(5) the principal amount of any Disqualified Stock of the Company or a Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary that is not a Guarantor, will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof;

(6) Indebtedness permitted by this covenant need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness; and

(7) the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with GAAP.

Accrual of interest, accrual of dividends, the accretion of accreted value, the payment of interest in the form of additional Indebtedness and the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock will not be deemed to be an incurrence of Indebtedness for purposes of this covenant. The amount of any Indebtedness outstanding as of any date shall be (i) the accreted value thereof in the case of any Indebtedness issued with original issue discount and (ii) the principal amount or liquidation preference thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness.

In addition, the Company will not permit any of its Unrestricted Subsidiaries to incur any indebtedness or issue any shares of Disqualified Stock, other than Non-Recourse Debt. If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary as of such date (and, if such Indebtedness is not permitted to be incurred as of such date under this “Limitation on Incurrence of Additional Indebtedness” covenant, the Company shall be in Default of this covenant).

62

For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Company may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.

Limitation on Restricted Payments.

The Company will not, and will not cause or permit any of the Restricted Subsidiaries to, directly or indirectly:

(1) declare or pay any dividend or make any distribution on or in respect of the Company’s Capital Stock to holders of such Capital Stock (other than dividends or distributions payable in Qualified Capital Stock of the Company or in options, warrants or other rights to purchase such Capital Stock of the Company);

(2) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company;

(3) make any principal payment on, or purchase, repurchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Indebtedness (other than the payment on, or purchase, repurchase, redemption, defeasance, prepayment, decrease or other acquisition or retirement of Subordinated Indebtedness of the Company or any Guarantor purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of payment on, or purchase, repurchase, redemption, defeasance, prepayment, decrease or other acquisition or retirement); or

(4) make any Investment (other than Permitted Investments) (each of the foregoing actions set forth in clauses (1), (2), (3) and (4) being referred to as a “Restricted Payment”);

if at the time of such Restricted Payment,

(i) a Default or an Event of Default shall have occurred and be continuing (or would result therefrom); or

(ii) the Company is not able to incur at least $1.00 of additional Indebtedness pursuant to paragraph (a) under the “Limitation on Incurrence of Additional Indebtedness” covenant; or

(iii) the aggregate amount of Restricted Payments (including such proposed Restricted Payment) made subsequent to the Issue Date (the amount expended for such purposes, if other than in cash, being the fair market value of such property as determined in good faith by the Board of Directors of the Company) would exceed the sum of

(v) 50% of the cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a deficit, minus 100% of such deficit) of the Company for the period (treated as one accounting period) from the beginning of the first fiscal quarter commencing after the fiscal

63

quarter in which the Issue Date occurred to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which financial statements are in existence; plus

(w) 100% of the aggregate net cash proceeds received by the Company from any Person (other than a Subsidiary of the Company) from the issuance and sale subsequent to the Issue Date of Qualified Capital Stock of the Company or warrants, options or other rights to acquire Qualified Capital Stock of the Company (but excluding any debt security that is convertible into, or exchangeable for, Qualified Capital Stock); plus

(x) without duplication of any amounts included in clause (iii)(w) above, 100% of the aggregate net cash proceeds of any equity contribution received by the Company in respect to its Capital Stock subsequent to the Issue Date (excluding, in the case of clauses (iii)(w) and (x), any net cash proceeds from an Equity Offering to the extent used to redeem the Notes in compliance with the provisions set forth under “Redemption—Optional Redemption Upon Equity Offerings”); plus

(y) the amount by which Indebtedness of the Company or any of the Restricted Subsidiaries is reduced on the Company’s balance sheet upon the conversion or exchange (other than by a Subsidiary of the Company) subsequent to the Issue Date of any Indebtedness of the Company or any of the Restricted Subsidiaries convertible or exchangeable for Qualified Capital Stock of the Company (less the amount of any cash, or the fair market value of any property, distributed by the Company upon such conversion or exchange); plus

(z) without duplication, the sum of:

(1) the net reduction in the Investments (other than Permitted Investments) made by the Company or any of the Restricted Subsidiaries in any Person subsequent to the Issue Date resulting from repurchases or redemptions of such Investments by such Person, proceeds realized upon the sale of such Investments to an unaffiliated purchaser or repayments of loans or advances or other transfers of assets (including by way of dividend or distribution) by such Person;

(2) upon redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary (valued in each case as provided in the definition of “Investment”), not to exceed, in the case of any Unrestricted Subsidiary, the aggregate amount of all such Investments made subsequent to the Issue Date in such Unrestricted Subsidiary; and

(3) amounts returned in cash or with respect to such Investments made subsequent to the Issue Date through interest payments, dividends or other similar distributions; which amount in each case under this clause (z) was included in the calculation of the amount of Restricted Payments; provided, however, that no amount will be included under clause (z) to the extent it is already included in Consolidated Net Income.

Notwithstanding the foregoing, the provisions set forth in the immediately preceding paragraph do not prohibit:

(1) any purchase, repurchase, redemption, defeasance or other acquisition, cancellation or retirement of Capital Stock, Disqualified Stock or Subordinated Indebtedness of the Company or any Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Qualified Capital Stock of the Company (other than Capital Stock issued or sold to a Subsidiary or an employee stock ownership plan or similar trust to the extent such sale to an employee stock ownership plan or similar trust is financed by loans from or guaranteed by the Company or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination); provided, however, that (i) such purchase, repurchase, redemption, defeasance, acquisition, cancellation or retirement will be excluded in subsequent calculations of the amount of Restricted Payments and (ii) the net cash proceeds from such sale of Capital Stock will be excluded from clauses (iii)(w) and (iii)(x) of the preceding paragraph;

(2) any purchase, repurchase, redemption, defeasance or other acquisition, cancellation or retirement of Subordinated Indebtedness of the Company or any Guarantor made by exchange for, or out of the proceeds

64

of the substantially concurrent sale or incurrence of, Subordinated Indebtedness of the Company or any purchase, repurchase, redemption, defeasance or other acquisition, cancellation or retirement of Subordinated Indebtedness or any Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale or incurrence of, Subordinated Indebtedness of any Guarantor that, in each case, is permitted to be incurred pursuant to the covenant described under “Limitation on Incurrence of Additional Indebtedness” and that in each case constitutes Refinancing Indebtedness; provided, however, that such purchase, repurchase, redemption, defeasance, acquisition, cancellation or retirement will be excluded in subsequent calculations of the amount of Restricted Payments;

(3) any purchase, repurchase, redemption, defeasance or other acquisition, cancellation or retirement of Disqualified Stock of the Company or a Restricted Subsidiary made by exchange for, or out of the proceeds of the substantially concurrent sale of, Disqualified Stock of the Company or such Restricted Subsidiary, as the case may be, that, in each case, is permitted to be incurred pursuant to the covenant described under “Limitation on Incurrence of Additional Indebtedness” and that in each case constitutes Refinancing Indebtedness; provided, however, that such purchase, repurchase, redemption, defeasance, acquisition, cancellation or retirement will be excluded in subsequent calculations of the amount of Restricted Payments;

(4) so long as no Default or Event of Default has occurred and is continuing, any purchase or redemption of Subordinated Indebtedness of the Company or a Guarantor from Net Cash Proceeds to the extent permitted under “—Limitation on Asset Sales” below; provided, however, that such purchase or redemption will be excluded in subsequent calculations of the amount of Restricted Payments;

(5) dividends paid within 60 days after the declaration if at such date of declaration such dividend would have complied with this provision; provided, however, that such dividends will be included in subsequent calculations of the amount of Restricted Payments;

(6) so long as no Default or Event of Default has occurred and is continuing,

(a) the purchase, redemption or other acquisition, cancellation or retirement for value of Capital Stock, or options, warrants, equity appreciation rights or other rights to purchase or acquire Capital Stock of the Company or any Restricted Subsidiary or any parent of the Company held by any existing or former directors, employees or management of the Company or any Subsidiary of the Company or their assigns, estates or heirs, in each case in connection with the repurchase provisions under employee stock option or stock purchase agreements or other agreements to compensate management employees or directors; provided that such redemptions or repurchases pursuant to this clause will not exceed $2.5 million in the aggregate during any calendar year; provided, however, that such repurchase or redemption will be included in subsequent calculations of the amount of Restricted Payments;

(b) loans or advances to employees or directors of the Company or any Subsidiary of the Company, in each case as permitted by applicable law, the proceeds of which are used to purchase Capital Stock of the Company, in an aggregate amount not in excess of $3.0 million at any one time outstanding; provided, however, that such loans or advances will be included in subsequent calculations of the amount of Restricted Payments; and

(c) so long as no Default or Event of Default has occurred and is continuing, the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Company issued in accordance with the terms of the Indenture to the extent such dividends are included in the definition of “Consolidated Interest Expense”; provided, however, that such dividends will be excluded in subsequent calculations of the amount of Restricted Payments;

(7) repurchases of Capital Stock deemed to occur upon the exercise of stock options, warrants or other convertible securities if such Capital Stock represents a portion of the exercise price thereof; provided, however, that such repurchases will be excluded in subsequent calculations of the amount of Restricted Payments;

(8) the purchase, repurchase, redemption, defeasance or other acquisition, cancellation or retirement for value of any Subordinated Indebtedness of the Company or any Subsidiary of the Company (i) at a purchase

65

price not greater than 101% of the principal amount of such Subordinated Indebtedness in the event of a Change of Control in accordance with provisions similar to the provisions described under the definition “—Change of Control” or (ii) at a purchase price not greater than 100% of the principal amount thereof in accordance with provisions similar to the “—Limitation on Asset Sales” covenant; provided that prior to or simultaneously with such purchase, repurchase, redemption, defeasance or other acquisition, cancellation or retirement, the Company has made the Change of Control Offer or Net Proceeds Offer, as applicable, as provided in such provisions with respect to the Notes and has completed the repurchase or redemption of all Notes validly tendered for payment in connection with such Change of Control Offer or Net Proceeds Offer;

(9) Restricted Payments in an amount not to exceed $20.0 million; provided, however, that such Restricted Payments will be included in subsequent calculations of the amount of Restricted Payments; and

(10) the redemption, repurchase, defeasance or other discharge or other acquisition of the 10 ³/4% Senior Subordinated Notes due 2006 of Commonwealth, or any portion thereof.

The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of such Restricted Payment of the asset or assets, as the case may be, or securities proposed to be paid, transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment. The fair market value of any cash Restricted Payment shall be its face amount and any non-cash Restricted Payment shall be determined conclusively by the Board of Directors of the Company acting in good faith whose resolution with respect thereto shall be delivered to the Trustee, such determination to be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if such fair market value is estimated in good faith by the Board of Directors of the Company to exceed $15.0 million. Not later than the date of making any Restricted Payment pursuant to the first paragraph of this covenant, the Company shall deliver to the Trustee an Officers’ Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this “Restricted Payments” covenant were computed, together with a copy of any fairness opinion or appraisal required by the Indenture.

Limitation on Asset Sales.

(a) The Company will not, and will not permit any of the Restricted Subsidiaries to, consummate an Asset Sale unless

(1) the Company or the applicable Restricted Subsidiary, as the case may be, receives consideration at least equal to the fair market value (such fair market value to be determined on the date of contractually agreeing to such Asset Sale), as determined in good faith by the Board of Directors (including as to the value of all non-cash consideration), of the assets subject to such Asset Sale; (notwithstanding the foregoing, the consideration received by the Company or any of its Restricted Subsidiaries from the sale of the Saginaw, Michigan facility on terms materially consistent with the terms, as in effect as of October 6, 2003, set forth in Exhibit 5 to the Long Term Agreement as in effect as of October 6, 2003 between General Motors Corporation and Alchem Aluminum Inc., dated as of February 26, 1999, shall, in each case, be deemed to be fair market value for purposes of this paragraph);

(2) at least 75% of the consideration received by the Company or the applicable Restricted Subsidiary, as the case may be, from such Asset Sale shall be in the form of cash, Cash Equivalents or Additional Assets, or any combination of the foregoing; and for purposes of this covenant, the term cash shall include the following: without duplication, (i) the amount of any liabilities (as shown on the Company’s or such Restricted Subsidiary’s most recent balance sheet) of the Company or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or any Guarantee of a Guarantor) and Indebtedness in each case that are assumed by the transferee of any such assets; and (ii) securities, notes or other obligations received by the Company or any Restricted Subsidiary from the Asset Sale which are promptly converted by the Company or such Restricted Subsidiary into cash; and

66

(3) an amount equal to 100% of the Net Cash Proceeds from such Asset Sale shall be applied by the Company or such Restricted Subsidiary, as the case may be:

(a) first, to the extent required by the terms of the Senior Secured Notes or the indenture governing the Senior Secured Notes, to the requisite collateral account and otherwise subject to, and as required by, the provisions related thereto in such notes and indenture, or if not so required, to the extent the Company or any Restricted Subsidiary, as the case may be, elects (or is required by the terms of any Indebtedness), to prepay, repay, purchase, repurchase, redeem, retire, defease or otherwise acquire Indebtedness of the Company (other than any Disqualified Stock or Subordinated Indebtedness of the Company) or Indebtedness of a Wholly-Owned Subsidiary (other than any Disqualified Stock or Subordinated Indebtedness of a Guarantor), in each case other than Indebtedness owed to the Company or an Affiliate of the Company, within 365 days from the later of the date of such Asset Sale or the receipt of such Net Cash Proceeds; provided, however, that, in connection with any prepayment, repayment, purchase, redemption, retirement, defeasance or other acquisition of Indebtedness pursuant to this clause (a), the Company or such Restricted Subsidiary will retire such Indebtedness and will cause the related commitment (if any) to be permanently reduced in an amount equal to the principal amount so prepaid, repaid, purchased, repurchased, redeemed, retired, defeased or otherwise acquired; and

(b) second, to the extent of the balance of such Net Cash Proceeds after application in accordance with clause (a), to the extent the Company or such Restricted Subsidiary elects, to invest, or enter into a definitive contract to invest, in Additional Assets within 365 days from the later of the date of such Asset Sale or the receipt of such Net Cash Proceeds, provided, that any investment contemplated by such a definitive contract timely entered into shall be completed within a date one year and six months after the later of the date of such Asset Sale or receipt of Net Cash Proceeds.

Pending the final application of such Net Cash Proceeds, the Company may temporarily reduce Indebtedness or otherwise invest such Net Cash Proceeds in any manner not prohibited by the Indenture. Any Net Cash Proceeds that are not applied or invested as provided in the preceding clause (3) on the 366th day, or such date one year, six months and a day, as the case may be, after the later of an Asset Sale or receipt of Net Cash Proceeds therefrom, or, if applicable, such earlier date, if any, as the Board of Directors of the Company or of such Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to such Asset Sale as set forth in preceding clauses (3)(a) and (3)(b), shall constitute “Excess Net Cash Proceeds.” When the aggregate Excess Net Cash Proceeds exceeds $5.0 million (each such occurrence, a “Net Proceeds Offer Trigger Date,” and the amount of such Excess Net Cash Proceeds on a corresponding Net Proceeds Offer Trigger Date, the “Net Proceeds Offer Amount”), the Company will be required to make an offer (the “Net Proceeds Offer”) to all Holders and, to the extent required by the terms of other Pari Passu Indebtedness, to all holders of such Pari Passu Indebtedness, on a date (the “Net Proceeds Offer Payment Date”) not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, to purchase, on a pro rata basis, that amount of Notes (and Pari Passu Indebtedness) equal to the Net Proceeds Offer Amount at a purchase price equal to 100% of the principal amount of the Notes (and Pari Passu Indebtedness) to be purchased, plus accrued and unpaid interest thereon, if any, to the date of purchase; provided that, to the extent any such Excess Net Cash Proceeds are required, by the terms of the Senior Secured Notes or the indenture governing the Senior Secured Notes, to be used to make an offer to purchase the Senior Secured Notes and the Senior Secured Notes or the indenture governing the Senior Secured Notes do not permit such offer to be made on a pro rata basis to Holders of the Notes, the Company (1) will on such day which is not less than 30 nor more than 45 days following the applicable Net Proceeds Offer Trigger Date, make an offer to purchase Senior Secured Notes on the terms of the Senior Secured Notes and the indenture governing the Senior Secured Notes (a “Secured Notes Offer”) and (2) upon the expiration of such offer to purchase Senior Secured Notes and the occurrence of a Net Proceeds Offer Trigger Date that occurs on or after such expiration after giving effect to the remaining amount of such excess proceeds, will use any remaining Excess Net Cash Proceeds to make an offer to purchase Notes and Pari Passu Indebtedness (other than Senior Secured Notes) as set forth above.

Each Net Proceeds Offer, other than a Secured Notes Offer, will be mailed to the record Holders as shown on the register of Holders within 25 days following an applicable Net Proceeds Offer Trigger Date, with a copy

67

to the Trustee, and shall comply with the procedures set forth in the Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may elect to tender their Notes in whole or in part in integral multiples of $1,000 in exchange for cash. To the extent Holders properly tender Notes and holders of Pari Passu Indebtedness properly tender such Pari Passu Indebtedness in an amount exceeding the Net Proceeds Offer Amount, the tendered Notes and Pari Passu Indebtedness will be purchased on a pro rata basis based on the aggregate amounts of Notes and Pari Passu Indebtedness tendered (and the Trustee shall select the tendered Notes of tendering Holders on a pro rata basis based on the amount of Notes tendered). A Net Proceeds Offer shall remain open for a period of 20 business days or such longer period as may be required by law. If any Excess Net Cash Proceeds remain after the consummation of any Net Proceeds Offer, the Company may use those Net Cash Proceeds for general corporate purposes, subject to the covenants contained in the Indenture. Upon completion of each Net Proceeds Offer, the amount of Excess Net Cash Proceeds will be reset at zero.

(c) The Company will not, and will not permit any Restricted Subsidiary to, engage in any Asset Swaps, unless:

(1) at the time of entering into such Asset Swap and immediately after giving effect to such Asset Swap, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof;

(2) in the event such Asset Swap involves the transfer by the Company or any Restricted Subsidiary of assets having an aggregate fair market value, as determined by the Board of Directors of the Company in good faith for any such transaction, in excess of $5.0 million, the terms of such Asset Swap have been approved by a majority of the members of the Board of Directors of the Company; and

(3) in the event such Asset Swap involves the transfer by the Company or any Restricted Subsidiary of assets having an aggregate fair market value, as determined by the Board of Directors of the Company in good faith for any such transaction, in excess of $10.0 million, the Company has received a written opinion from an Independent Financial Advisor that such Asset Swap is fair to the Company or such Restricted Subsidiary, as the case may be, from a financial point of view.

The Company will comply with the requirements of Section 14(e) under the Exchange Act and any other securities laws and regulations to the extent such laws and regulations are applicable in connection with the repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the provisions of any securities laws or regulations conflict with the “Asset Sale” provisions of the Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under the “Asset Sale” provisions of the Indenture by virtue thereof.

Limitation on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

The Company will not, and will not cause or permit any of the Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:

(1) pay dividends or make any other distributions on or in respect of its Capital Stock;

(2) make loans or advances to the Company or any other Restricted Subsidiary or to pay any Indebtedness or other obligation owed to the Company or any other Restricted Subsidiary; or

(3) transfer any of its property or assets to the Company or any other Restricted Subsidiary,

except in each case for such encumbrances or restrictions arising or existing under, pursuant to, or by reason of any of the following:

(a) applicable law, rule, regulation or order;

(b) the Indenture;

68

(c) in the case of clause (3) of the first paragraph of this covenant, (i) a lease, license or similar contract, which restricts in a customary manner the subletting, assignment or transfer of any property or asset that is subject thereto or the assignment or transfer of any such lease, license or other contract, (ii) mortgages, deeds of trust, pledges or other security agreements, the entry into which does not result in a Default, securing Indebtedness of the Company or a Restricted Subsidiary, which restricts the transfer of the property subject to such mortgages, deeds of trust, pledges or other security agreements, or (iii) customary provisions restricting dispositions of real property interests set forth in any reciprocal easements of the Company or any Restricted Subsidiary;

(d) any agreement relating to Acquired Indebtedness or acquired Capital Stock, which is not applicable to any Person, or the properties or assets of any Person, other than the Person so acquired, the properties or assets or Capital Stock of the Person so acquired;

(e) agreements existing on the Issue Date to the extent and in the manner such agreements are in effect on the Issue Date;

(f) the Credit Agreement and the Secured Notes Documents;

(g) restrictions on the transfer of assets subject to any Lien permitted under the Indenture imposed by the holder of such Lien;

(h) any agreement to, directly or indirectly, sell or otherwise dispose of assets or Capital Stock permitted under the Indenture to any Person pending the closing of such sale;

(i) customary provisions in joint venture agreements and other similar agreements (in each case relating solely to the respective joint venture or similar entity or the equity interests therein) entered into in the ordinary course of business;

(j) (i) purchase money obligations for property acquired in the ordinary course of business and (ii) Capitalized Lease Obligations permitted under the Indenture, in each case, which impose encumbrances or restrictions of the nature described in clause (iii) of this covenant on the property so acquired;

(k) any Purchase Money Note or other Indebtedness or contractual requirement incurred with respect to a Qualified Receivables Transaction relating exclusively to a Receivables Entity that, in the good faith determination of the Board of Directors of the Company, are necessary to effect such Qualified Receivables Transaction;

(l) net worth provisions in leases and other agreements entered into by the Company or any Restricted Subsidiary in the ordinary course of business; and

(m) an agreement governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or incurred pursuant to an agreement referred to in clauses (b), (d), (e), (f) and (g) above; provided, however, that the provisions relating to such encumbrance or restriction contained in any such Indebtedness are no less favorable to the Company in any material respect as determined by the Board of Directors of the Company in their reasonable and good faith judgment than the provisions relating to such encumbrance or restriction contained in agreements referred to in such clauses (b), (d), (e), (f) and (g).

Limitation on Liens.

The Company will not, and will not cause or permit any of the Restricted Subsidiaries to, directly or indirectly, create, incur, assume or permit or suffer to exist any Liens (other than Permitted Liens) upon any property or assets of the Company or any of the Restricted Subsidiaries whether owned on the Issue Date or acquired after the Issue Date, which Lien is securing any Indebtedness.

Notwithstanding the foregoing, the Company may incur or cause or permit the incurrence of any such Lien with respect to any such property or assets, if contemporaneously with the incurrence of such Liens effective

69

provision is made to secure the Indebtedness due under the Indenture and the Notes or, in respect of Liens on any Restricted Subsidiary’s property or assets, any Guarantee of such Restricted Subsidiary, equally and ratably with (or prior to in the case of Liens with respect to Subordinated Indebtedness of the Company or any Guarantor, as the case may be) the Indebtedness secured by such Lien for so long as such Indebtedness is so secured.

Merger, Consolidation and Sale of Assets.

The Company will not, in a single transaction or series of related transactions, consolidate with, or merge with or into, any Person, or sell, assign, transfer, lease, convey or otherwise dispose of (or cause or permit any Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or substantially all of the Company’s assets (determined on a consolidated basis for the Company and the Restricted Subsidiaries) whether as an entirety or substantially as an entirety to any Person unless:

(1) either:

(a) the Company shall be the surviving or continuing corporation; or

(b) the Person (if other than the Company) formed by such consolidation or into which the Company is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition such properties and assets of the Company and of the Company’s Restricted Subsidiaries substantially as an entirety (the “Surviving Entity”):

(x) shall be a corporation organized and validly existing under the laws of the United States or any State thereof or the District of Columbia; and

(y) shall expressly assume, by supplemental indenture (in form and substance satisfactory to the Trustee), executed and delivered to the Trustee, the due and punctual payment of the principal of, and premium, if any, and interest on all of the Notes and the performance of every covenant of the Notes, the Indenture and the Registration Rights Agreement on the part of the Company to be performed or observed;

(2) immediately after giving effect to such transaction and, if applicable, the assumption by the Surviving Entity contemplated by clause (1)(b)(y) above (including giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in connection with or in respect of such transaction), the Company or such Surviving Entity, as the case may be, shall be able to incur at least $1.00 of additional Indebtedness pursuant to paragraph (a) of the “—Limitation on Incurrence of Additional Indebtedness” covenant;

(3) immediately after giving effect to such transaction and, if applicable, the assumption by the Surviving Entity contemplated by clause (1)(b)(y) above (including, without limitation, giving effect to any Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred and any Lien granted in connection with or in respect of the transaction), no Default or Event of Default shall have occurred and be continuing; and

(4) the Company or the Surviving Entity, as the case may be, shall have delivered to the Trustee an officers’ certificate and an opinion of counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with the applicable provisions of the Indenture.

For purposes of this covenant, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries, in a single or a series of related transactions, which properties and assets, if held by the Company instead of such Restricted Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Company.

70

The Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of, the Company under the Indenture and the Notes with the same effect as if such surviving entity had been named as such.

Any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company, and the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the Company in another jurisdiction, in each case without complying with the preceding clauses (1), (2) and (3); and, in the case of a Restricted Subsidiary that merges into the Company, the Company will not be required to comply with the preceding clause (4).

In addition, to the extent that a Guarantor is not released in accordance with the provisions of the Indenture, the Company will not permit any Guarantor to consolidate with or merge with or into any Person (other than the Company or another Guarantor) and will not permit the conveyance, transfer or lease of substantially all of the assets of any Guarantor unless immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing and:

(1) (a) the resulting, surviving or transferee Person will be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Person (if not such Guarantor) will expressly assume, by supplemental indenture, executed and delivered to the Trustee in form reasonably satisfactory to the Trustee, all the obligations of such Guarantor under its Guarantee; and (b) the Company will have delivered to the Trustee an officers’ certificate and an opinion of counsel, each stating that such condition, merger or transfer and such supplemental indenture (if any) comply with the Indenture; or

(2) the transaction is made in compliance with the covenant described under “—Limitation on Asset Sales.”

The merger of Escrow Corp with and into the Company as described in this prospectus was expressly permitted under the Indenture.

Limitations on Transactions with Affiliates.

(a) The Company will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, enter into or conduct any transaction or series of related transactions (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any of its Affiliates (each an “Affiliate Transaction”), other than (x) Affiliate Transactions excluded from the application of this covenant as set forth in paragraph (b) below and (y) Affiliate Transactions on terms that are no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate of the Company or such Restricted Subsidiary.

An Affiliate Transaction involving aggregate consideration in excess of $5.0 million shall be approved by the Board of Directors of the Company or such Restricted Subsidiary, as the case may be, such approval to be evidenced by a Board Resolution stating that such Board of Directors has determined that such transaction complies with the foregoing provisions. If an Affiliate Transaction involves aggregate consideration in excess of $10.0 million, the Company or such Restricted Subsidiary, as the case may be, shall, prior to or contemporaneous with the consummation thereof, obtain an opinion from an Independent Financial Advisor that such Affiliate Transaction is not materially less favorable than those that might reasonably have been obtained in a comparable transaction at such time on an arm’s-length basis from a Person that is not an Affiliate.

(b) The restrictions and the Board approval and fairness opinion requirements set forth in paragraph (a) of this covenant shall not apply to:

(1) the payment of reasonable and customary fees and compensation paid to, and indemnity provided on behalf of, officers, directors, employees or consultants of the Company or any Restricted Subsidiary;

71

(2) transactions between or among the Company and any one or more of the Restricted Subsidiaries (other than a Receivables Entity) or between or among Restricted Subsidiaries (other than a Receivables Entity);

(3) the performance of obligations of the Company or any Restricted Subsidiary under the terms of any agreement that is in effect as of or on the Issue Date or any amendment, modification, supplement, extension or renewal, from time to time, thereto or any transaction contemplated thereby (including pursuant to any amendment, modification, supplement, extension or renewal, from time to time, thereto) in any replacement agreement thereto, so long as any such amendment, modification, supplement, extension or renewal, or replacement agreement, is not more disadvantageous to the Holders in any material respect than the agreements in effect on the Issue Date;

(4) Restricted Payments permitted by the Indenture;

(5) sales or other transfers or dispositions of accounts receivable and other related assets customarily transferred in an asset securitization transaction involving accounts receivable to a Receivables Entity in a Qualified Receivables Transaction, and acquisitions of Permitted Investments in connection with a Qualified Receivables Transaction;

(6) any issuances of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements and other compensation arrangements, options to purchase Capital Stock of the Company, restricted stock plans, long-term incentive plans, stock appreciation plans, participations plans or similar employee benefit plans or indemnity, or any combination of the foregoing, provided on behalf of officers and employees approved by the Board of Directors of the Company;

(7) loans or advances to employees, officers or directors in the ordinary course of business of the Company or any of the Restricted Subsidiaries, in each case to the extent not prohibited by applicable law, but in any event not to exceed $3.0 million in the aggregate outstanding at any one time with respect to all such loans and advances made since the Issue Date; and

(8) guarantees issued by the Company or a Restricted Subsidiary for the benefit of the Company or a Restricted Subsidiary, as the case may be, in accordance with the covenant described under “—Limitation on Incurrence of Additional Indebtedness.”

The merger of Escrow Corp with and into the Company, the assumption by the Company of the obligations of Escrow Corp in connection therewith and the guarantee by the Guarantors of such obligations assumed by the Company, in each case as described in this prospectus was expressly permitted under the Indenture.

Additional Subsidiary Guarantees.

If, (i) the Company or any of the Restricted Subsidiaries transfers any property to any Domestic -Restricted Subsidiary that is not a Guarantor (other than Imsamet of Arizona or a Receivables Entity), or (ii) the Company or any of the Restricted Subsidiaries shall organize, acquire or otherwise invest in a Domestic Restricted Subsidiary that is not a Guarantor (other than Imsamet of Arizona or a Receivables Entity), and in each case, as of the end of any fiscal quarter of the Company thereafter, such Domestic Restricted Subsidiary has total assets with a book value in excess of $500,000, then, such Domestic Restricted Subsidiary shall execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Company’s obligations under the Notes and the Indenture on the terms set forth in the Indenture.

Conduct of Business.

The Company will not, and will not permit any of the Restricted Subsidiaries to, engage in any businesses other than a Related Business.

72

Payments for Consent.

The Company will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid or is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Reports to Holders.

Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, to the extent permitted by the Exchange Act, the Company will file with the SEC, and make available to the Trustee and the registered holders of the Notes, the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act within the time periods specified therein. In the event that the Company is not permitted to file such reports, documents and information with the SEC pursuant to the Exchange Act, the Company will nevertheless make available such Exchange Act information to the Trustee and to the holders of the Notes as if the Company was subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within the time periods specified therein.

If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to the financial statements, and in Management’s Discussion and Analysis of Results of Operations and Financial Condition, of the financial condition and results of operations of the Company and the Restricted Subsidiaries.

In addition, the Company and the Guarantors have agreed that, for so long as any Notes remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs with the SEC, they will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Events of Default

The following events are defined in the Indenture as “Events of Default”:

(1) the failure to pay interest on any Notes when the same becomes due and payable and such default continues for 30 days;

(2) the failure to pay the principal of, or premium, if any, on any Notes, when such principal or premium becomes due and payable, at maturity, upon redemption or otherwise (including the failure to make a payment to purchase Notes tendered pursuant to a Change of Control Offer or a Net Proceeds Offer);

(3) a default in the observance or performance of any other covenant or agreement described under “Certain Covenants” contained in the Indenture which default continues for 30 days after the Company receives written notice specifying the default (and demanding that such default be remedied) from the Trustee or the Holders of at least 25% of the outstanding principal amount of the Notes (except in the case of a default with respect to the “Merger, Consolidation and Sale of Assets” covenant, which will constitute an Event of Default with such notice requirement but without such passage of time requirement);

(4) the failure to pay at final maturity (giving effect to any applicable grace periods and any extensions thereof) the stated principal amount of any Indebtedness of the Company or any Restricted Subsidiary (other than Indebtedness owed to the Company or a Restricted Subsidiary), or the acceleration of the final stated maturity of any such Indebtedness (which acceleration is not rescinded, annulled or otherwise cured within

73

20 days of receipt by the Company or such Restricted Subsidiary of notice of any such acceleration), if, in either case, the aggregate principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at final stated maturity or which has been accelerated (in each case with respect to which the 20-day period described above has elapsed), aggregates $10.0 million or more at any time;

(5) one or more judgments in an aggregate amount in excess of $10.0 million (net of any amounts that a reputable and creditworthy insurance company has acknowledged liability for in writing) shall have been rendered against the Company, any Significant Subsidiary or any group of Restricted Subsidiaries that, taken together (as of the latest audited consolidated financial statements for the Company and the Restricted Subsidiaries), would constitute a Significant Subsidiary, and such judgments remain undischarged, unpaid, unwaived or unstayed for a period of 60 days after such judgment or judgments become final and non-appealable;

(6) certain events of bankruptcy affecting the Company or any of its Significant Subsidiaries; or

(7) any Guarantee of a Significant Subsidiary ceases to be in full force and effect (other than by reason of release of a Guarantor in accordance with the terms of the Indenture) or any Guarantee of a Significant Subsidiary is declared to be null and void and unenforceable or any Guarantee of a Significant Subsidiary is found to be invalid or any Guarantor that is a Significant Subsidiary denies its liability under its Guarantee.

If an Event of Default (other than an Event of Default specified in clause (6) above with respect to the Company) shall occur and be continuing, the Trustee, by written notice to the Company, or the Holders of at least 25% in principal amount of outstanding Notes, by notice in writing to the Company and the Trustee, may declare the principal of and accrued interest on all the Notes to be due and payable, in each case, specifying the respective Event of Default and that it is a “notice of acceleration,” and the same shall become immediately due and payable.

If an Event of Default specified in clause (6) above with respect to the Company occurs and is continuing, then all unpaid principal of, and premium, if any, and accrued and unpaid interest on all of the outstanding Notes shall ipso facto become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holder.

The Indenture will provide that, at any time after a declaration of acceleration with respect to the Notes as described in the preceding paragraph, the Holders of a majority in principal amount of the Notes by written notice to the Company and to the Trustee, may rescind and cancel such declaration of acceleration and its consequences:

(1) if the rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and

(2) if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration;

provided, however, if a declaration of acceleration because an Event of Default described in clause (4) under “Events of Default” has occurred and is continuing, such declaration of acceleration shall be automatically annulled, without any requisite consent of any Holder or the Trustee, if the event of default or payment default triggering such Event of Default shall be remedied or cured or waived by the requisite holders of the relevant Indebtedness within 20 days after such declaration of acceleration, and if (i) such annulment would not conflict with any judgment or decree of a court of competent jurisdiction and (ii) all existing Events of Default, except nonpayment of principal, premium or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived; and provided, further, however, no rescission made pursuant to the foregoing shall affect any subsequent Default or impair any right consequent to such subsequent Default.

The Holders of a majority in principal amount of the Notes may waive any existing Default or Event of Default under the Indenture, and its consequences, except a default in the payment of the principal of or interest on any Notes.

74

Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture and under the TIA. Subject to the provisions of the Indenture relating to the duties of the Trustee, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request, order or direction of any of the Holders, unless such Holders have offered to the Trustee reasonable indemnity. Subject to all provisions of the Indenture and applicable law, the Holders of a majority in aggregate principal amount of the then outstanding Notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee.

Under the Indenture, the Company is required to provide an officers’ certificate to the Trustee promptly upon any such officer obtaining knowledge of any Default or Event of Default (provided that such officers shall provide such certification at least annually whether or not they know of any Default or Event of Default) that has occurred and, if applicable, describe such Default or Event of Default and the status thereof.

Legal Defeasance and Covenant Defeasance

The Company may, at its option and at any time, elect to have its obligations and the obligations of the Guarantors discharged with respect to the outstanding Notes (“Legal Defeasance”). Such Legal Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes, except for

(1) the rights of Holders to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due;

(2) the Company’s obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payments;

(3) the rights, powers, trust, duties and immunities of the Trustee and the Company’s obligations in connection therewith; and

(4) the Legal Defeasance provisions of the Indenture.

In addition, the Company may, at its option and at any time, elect to terminate its obligations with respect to a Change of Control, certain covenants that are described in the Indenture and the operation of certain Events of Default (“Covenant Defeasance”), and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, reorganization and insolvency events) described under “Events of Default” will no longer constitute an Event of Default with respect to the Notes.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders cash in U.S. dollars, non-callable U.S. government obligations, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest on the Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be;

(2) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that:

(a) the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or

(b) since the date of the Indenture, there has been a change in the applicable federal income tax law,

75

in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such deposit and Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and Covenant Defeasance had not occurred;

(4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings);

(5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Indenture (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and the grant of any Lien securing such borrowings) or any other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

(6) the Company shall have delivered to the Trustee an officers’ certificate stating that the deposit was not made by the Company with the intent of preferring the Holders over any other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others;

(7) the Company shall have delivered to the Trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with; and

(8) the Company shall have delivered to the Trustee an opinion of counsel to the effect that assuming no intervening bankruptcy of the Company between the date of deposit and the 91st day following the date of deposit and that no Holder is an insider of the Company, after the 91st day following the date of deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally.

Notwithstanding the foregoing, the opinion of counsel required by clause (2) above with respect to a Legal Defeasance need not be delivered if all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or (2) will become due and payable on the maturity date within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company.

Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect (except as to surviving rights or registration of transfer or exchange of the Notes, as expressly provided for in the Indenture) as to all outstanding Notes, and the Company and the Guarantors shall be deemed to have discharged their respective obligations with respect to such Notes and related Guarantees, when

(1) either:

(a) all the Notes theretofore authenticated and delivered (except lost, stolen or destroyed Notes which have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust) have been delivered to the Trustee for cancellation; or

(b) all Notes not theretofore delivered to the Trustee for cancellation (1) have become due and payable or have been irrevocably called for redemption pursuant to applicable provisions of the

76

Indenture or (2) will become due and payable within one year or (3) are to be called for redemption within one year, under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company or a Guarantor has irrevocably deposited or caused to be deposited with the Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, and premium, if any, and interest on, the Notes to the date of such deposit (in the case of Notes that have become due and payable) or to the Stated Maturity or redemption date, as the case may be, together with irrevocable instructions from the Company directing the Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;

(2) the Company or a Guarantor has paid all other sums payable under the Indenture by the Company; and

(3) the Company has delivered to the Trustee an officers’ certificate and an opinion of counsel stating that all conditions precedent under the Indenture relating to the satisfaction and discharge of the Indenture have been complied with.

Modification of the Indenture

From time to time, the Company, the Guarantors and the Trustee, without the consent of the Holders, may amend the Indenture for certain specified purposes, including curing ambiguities, defects or inconsistencies and making changes that do not adversely affect the rights of any of the Holders in any material respect (it being agreed that changes in the Indenture, the Notes and the Guarantees made to conform such documents to the descriptions thereof in this prospectus shall be deemed not to adversely affect the rights of any Holder of Notes). Other modifications and amendments of the Indenture may be made with the consent of the Holders of a majority in principal amount of the then outstanding Notes issued under the Indenture, except that, without the consent of each Holder affected thereby, no amendment may

(1) reduce the amount of Notes whose Holders must consent to an amendment;

(2) reduce the rate of or change or extend or have the effect of changing or extending the time for payment of interest on any Notes;

(3) reduce the principal of or change or have the effect of changing the Stated Maturity of any Notes, or change the date on which any Notes may be subject to redemption or reduce the redemption price therefor;

(4) make any Notes payable in money other than that stated in the Notes;

(5) make any change in provisions of the Indenture protecting the right of each Holder to receive payment of principal of and interest on such Note on or after the due date thereof or to bring suit to enforce such payment, or permitting Holders of a majority in principal amount of Notes to waive Defaults or Events of Default;

(6) after the Company’s obligation to purchase Notes arises thereunder, amend, change or modify in any material respect the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control or make and consummate a Net Proceeds Offer with respect to any Asset Sale that has been consummated or, after such Change of Control has occurred or such Asset Sale has been consummated, modify any of the provisions or definitions with respect thereto;

(7) modify or change any provision of the Indenture or the related definitions affecting the ranking of the Notes or any Guarantee in a manner which adversely affects the Holders; or

(8) release any Guarantor that is a Significant Subsidiary from any of its obligations under its Guarantee or the Indenture otherwise than in accordance with the terms of the Indenture.

77

Governing Law

The Indenture will provide that it, the Notes and the Guarantees will be governed by, and construed in accordance with, the laws of the State of New York but without giving effect to applicable principles of conflicts of law to the extent that the application of the law of another jurisdiction would be required thereby.

The Trustee

The Indenture will provide that, except during the continuance of an Event of Default, the Trustee will perform only such duties as are specifically set forth in the Indenture. During the existence of an Event of Default, the Trustee will exercise such rights and powers vested in it by the Indenture, and use the same degree of care and skill in its exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

The Indenture and the provisions of the TIA contain certain limitations on the rights of the Trustee, should it become a creditor of the Company, to obtain payments of claims in certain cases or to realize on certain property received in respect of any such claim as security or otherwise. Subject to the TIA, the Trustee will be permitted to engage in other transactions; provided that if the Trustee acquires any conflicting interest as described in the TIA, it must eliminate such conflict or resign.

Certain Definitions

Set forth below is a summary of certain of the defined terms used in the Indenture. Reference is made to the Indenture for the full definition of all such terms, as well as any other terms used herein for which no definition is provided.

“Acquired Indebtedness” means Indebtedness of a Person or any of its Subsidiaries existing at the time such Person becomes a Restricted Subsidiary or assumed in connection with the acquisition of assets from such Person and in each case not incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary or such acquisition, merger or consolidation.

“Additional Assets” means:

(1) any property or assets (other than Indebtedness and Capital Stock) to be used by the Company or a Restricted Subsidiary in a Related Business;

(2) the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or a Restricted Subsidiary; or

(3) Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary;

provided, however, that, in the case of clauses (2) and (3), such Restricted Subsidiary is primarily engaged in a Related Business.

“Affiliate” means, with respect to any specified Person, any other Person who directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative of the foregoing; provided that beneficial ownership of 15% or more of the Voting Stock of a Person shall be deemed to be control.

“Asset Sale” means any direct or indirect sale, issuance, conveyance, transfer, lease (other than operating leases or subleases entered into in the ordinary course of business), assignment or other transfer for value by the

78

Company or any of the Restricted Subsidiaries (including any Sale and Leaseback Transaction) of (i) any Capital Stock of any Restricted Subsidiary (other than director’s qualifying shares) or (ii) any other property or assets of the Company or any Restricted Subsidiary of the Company (each referred to for purposes of this definition as a “disposition”), including any disposition by means of a merger, consolidation or similar transaction.

Notwithstanding the preceding, the following items shall not be deemed to be Asset Sales:

(1) a disposition by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Wholly-Owned Subsidiary (other than a Receivables Entity); provided that in the case of a sale by a Restricted Subsidiary to another Restricted Subsidiary, the Company directly or indirectly owns an equal or greater percentage of the Common Stock of the transferee than of the transferor;

(2) the sale of Cash Equivalents in the ordinary course of business;

(3) a disposition of inventory in the ordinary course of business;

(4) a disposition of obsolete, retired or worn out equipment or equipment that is no longer useful in the conduct of the business of the Company and the Restricted Subsidiaries and that is disposed of in each case in the ordinary course of business;

(5) transactions permitted under “Certain Covenants—Merger, Consolidation and Sale of Assets”;

(6) an issuance of Capital Stock by a Restricted Subsidiary to the Company or to a Wholly Owned Subsidiary (other than a Receivables Entity);

(7) for purposes of “Certain Covenants—Limitation on Asset Sales” only, the making of a Permitted Investment or a disposition subject to “Certain Covenants—Limitation on Restricted Payments”;

(8) an Asset Swap effected in compliance with “Certain Covenants—Limitation on Asset Sales”;

(9) sales of accounts receivable and related assets or an interest therein of the type specified in the definition of “Qualified Receivables Transaction” to a Receivables Entity;

(10) dispositions of assets having an aggregate fair market value during any calendar year not exceeding $500,000;

(11) dispositions in connection with Permitted Liens;

(12) dispositions of receivables in connection with (i) a Qualified Receivables Transaction and (ii) the compromise, settlement or collection of receivables in the ordinary course of business or in bankruptcy or similar proceedings and exclusive of factoring or similar arrangements;

(13) the licensing or sublicensing of intellectual property or other general intangibles and licenses, leases or subleases of other property in the ordinary course of business which do not materially interfere with the business of the Company and the Restricted Subsidiaries; and

(14) foreclosure on assets.

“Asset Swap” means concurrent purchase and sale or exchange of Related Business Assets between the Company or any of the Restricted Subsidiaries and another Person; provided that any cash received must be applied in accordance with “Limitation on Asset Sales.”

“Attributable Indebtedness” in respect of a Sale and Leaseback Transaction means, as at the time of determination, the present value (discounted at the interest rate borne by the Notes, compounded semi-annually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction (including any period for which such lease has been extended).

“Average Life” means, as of the date of determination, with respect to any Indebtedness or Preferred Stock, the quotient obtained by dividing (1) the sum of the products of the numbers of years from the date of

79

determination to the dates of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Preferred Stock multiplied by the amount of such payment by (2) the sum of all such payments.

“Board of Directors” means, as to any Person, the board of directors (or similar governing body) of such Person or any duly authorized committee thereof.

“Board Resolution” means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Trustee.

“Borrowing Base” means, as of the date of determination, an amount equal to the sum, without duplication, of (1) 85% of the net book value of the Company’s and its Guarantors’ accounts receivable at such date (other than any accounts receivable pledged or otherwise transferred or encumbered in connection with a Qualified Receivables Transaction) and (2) the lesser of 75% of the net book value or 85% of the net orderly liquidation value of the Company’s and its Guarantors’ inventories at such date. Net book value shall be determined in accordance with GAAP and shall be that reflected on the most recent available balance sheet (it being understood that the accounts receivable and inventories of an acquired business may be included if such acquisition has been completed on or prior to the date of determination).

“Capital Stock” means

(1) with respect to any Person that is a corporation, any and all shares, interests, participations or other equivalents (however designated and whether or not voting) of corporate stock, including each class of Common Stock and Preferred Stock of such Person, and all options, warrants or other rights to purchase or acquire any of the foregoing; and

(2) with respect to any Person that is not a corporation, any and all partnership, membership or other equity interests of such Person, and all options, warrants or other rights to purchase or acquire any of the foregoing.

“Capitalized Lease Obligations” means, as to any Person, the obligations of such Person under a lease which are required to be classified and accounted for as capital lease obligations for financial reporting purposes in accordance with GAAP and, for purposes of this definition, the amount of Indebtedness represented by such obligations will be the capitalized amount of such obligations at the time any determination thereof is to be made as determined in accordance with GAAP, and the Stated Maturity thereof will be the date of the last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated without penalty.

“Cash Equivalents” means:

(1) securities issued or directly and fully guaranteed or insured by the United States Government or any agency or instrumentality of the United States (provided that the full faith and credit of the United States is pledged in support thereof), having maturities of not more than one year from the date of acquisition;

(2) marketable general obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition and, at the time of acquisition, having a credit rating of “A” or better from either Standard & Poor’s Ratings Services or Moody’s Investors Service, Inc.;

(3) demand deposits, trust accounts, certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances having maturities of not more than one year from the date of acquisition thereof issued by any commercial bank the long-term debt of which is rated at the time of acquisition thereof at least “A” or the equivalent thereof by Standard & Poor’s Ratings Services, or “A” or the equivalent thereof by Moody’s Investors Service, Inc., and having combined capital and surplus in excess of $500.0 million;

80

(4) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (1), (2) and (3) entered into with any bank meeting the qualifications specified in clause (3) above;

(5) commercial paper rated at the time of acquisition thereof at least “A-2” or the equivalent thereof by Standard & Poor’s Ratings Services or “P-2” or the equivalent thereof by Moody’s Investors Service, Inc., or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of investments, and in any case maturing within one year after the date of acquisition thereof;

(6) interests in any investment company or money market fund which invests 95% or more of its assets in instruments of the type specified in clauses (1) through (5) above; and

(7) securities, bank accounts, investments, interests and other assets that are purchased by a Foreign Subsidiary and that are (i) comparable in nature, but not in risk or identity of issuer, to the foregoing but reflecting local business, governmental and capital markets conditions in the country in which the applicable Foreign Subsidiary is doing business or maintaining cash, (ii) reasonably necessary for the short term management of the cash of Foreign Subsidiaries, and (iii) prudent investments for a Foreign Subsidiary under the applicable circumstances in the country in which such Foreign Subsidiary is doing business.

“Change of Control” means:

(1) any “person” or “group” of related persons (as such terms are used in Section 13(d) and 14(d) of the Exchange Act) is or becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that such person or group shall be deemed to have “beneficial ownership” of all shares that any such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Company (or its successor by merger, consolidation or purchase of all or substantially all of its assets) (for the purposes of this clause, such person or group shall be deemed to beneficially own any Voting Stock of the Company held by a parent entity, if such person or group “beneficially owns” (as defined above), directly or indirectly, more than 50% of the voting power of the Voting Stock of such parent entity); or

(2) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors; or

(3) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and the Restricted Subsidiaries taken as a whole to any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act); or

(4) the adoption by the stockholders of the Company of a plan or proposal for the liquidation or dissolution of the Company;

provided, that in no event, shall the Commonwealth Merger or the Escrow Corp Merger or any transaction contemplated thereby or, if any, the recomposition of the Board of Directors resulting therefrom, in each case as described in this prospectus, constitute a Change of Control.

“Commodity Agreements” means any agreement or arrangement designed to protect the Company and the Restricted Subsidiaries from fluctuations in the cost of any commodity used by the Company and the Restricted Subsidiaries.

“Common Stock” of any Person means any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or non-voting) of such Person’s common stock, whether outstanding on the Issue Date or issued after the Issue Date, and includes, without limitation, all series and classes of such common stock.

81

“Consolidated Coverage Ratio” means as of any date of determination, with respect to any Person, the ratio of (x) the aggregate amount of Consolidated EBITDA of such Person for the period of the most recent four consecutive fiscal quarters ending prior to the date of such determination for which financial statements are in existence to (y) Consolidated Interest Expense for such four fiscal quarters, provided, however, that:

(1) if the Company or any Restricted Subsidiary:

(a) has incurred any Indebtedness since the beginning of such period that remains outstanding on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is an incurrence of Indebtedness, Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been incurred on the first day of such period (except that in making such computation, the amount of Indebtedness under any revolving credit facility outstanding on the date of such calculation will be deemed to be (i) the average daily balance of such Indebtedness during such four fiscal quarters or such shorter period for which such facility was outstanding or (ii) if such facility was created after the end of such four fiscal quarters, the average daily balance of such Indebtedness during the period from the date of creation of such facility to the date of such calculation) and the discharge of any other Indebtedness repaid, repurchased, defeased or otherwise discharged with the proceeds of such new Indebtedness as if such discharge had occurred on the first day of such period; or

(b) has repaid, repurchased, defeased or otherwise discharged any Indebtedness since the beginning of the period that is no longer outstanding on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio involves a discharge of Indebtedness (in each case other than Indebtedness incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and the related commitment terminated), Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving effect on a pro forma basis to such discharge of such Indebtedness, including with the proceeds of such new Indebtedness, as if such discharge had occurred on the first day of such period;

(2) if since the beginning of such period the Company or any Restricted Subsidiary will have made any Asset Sale or disposed of any company, division, operating unit, segment, business, group of related assets or line of business or if the transaction giving rise to the need to calculate the Consolidated Coverage Ratio is such an Asset Sale:

(a) the Consolidated EBITDA for such period will be reduced by an amount equal to the Consolidated EBITDA (if positive) directly attributable to the assets which are the subject of such Asset Sale for such period or increased by an amount equal to the Consolidated EBITDA (if negative) directly attributable thereto for such period; and

(b) Consolidated Interest Expense for such period will be reduced by an amount equal to the Consolidated Interest Expense directly attributable to any Indebtedness of the Company or any Restricted Subsidiary repaid, repurchased, defeased or otherwise discharged with respect to the Company and its continuing Restricted Subsidiaries in connection with such Asset Sale for such period (or, if the Capital Stock of any Restricted Subsidiary is sold, the Consolidated Interest Expense for such period directly attributable to the Indebtedness of such Restricted Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are no longer liable for such Indebtedness after such sale);

(3) if since the beginning of such period the Company or any Restricted Subsidiary (by merger or otherwise) will have made an Investment in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary or is merged with or into the Company) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction causing a calculation to be made hereunder, which constitute all or substantially all of a company, division, operating unit, segment, business, group of related assets or line of business, Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving pro forma effect thereto (including the incurrence of any Indebtedness) as if such Investment or acquisition occurred on the first day of such period; and

82

(4) if since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period) will have incurred any Indebtedness or discharged any Indebtedness, made any Asset Sale or any Investment or acquisition of assets that would have required an adjustment pursuant to clause (2) or (3) above if made by the Company or a Restricted Subsidiary during such period, Consolidated EBITDA and Consolidated Interest Expense for such period will be calculated after giving pro forma effect thereto as if such Asset Sale or Investment or acquisition of assets occurred on the first day of such period.

For purposes of this definition, whenever pro forma effect is to be given to any calculation under this definition, the pro forma calculations will be determined in good faith by a responsible financial or accounting officer of the Company (including pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Securities Act). If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness will be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months). If any Indebtedness that is being given pro forma effect bears an interest rate at the option of the Company, the interest rate shall be calculated by applying such optional rate chosen by the Company.

“Consolidated EBITDA” for any period means, without duplication, the Consolidated Net Income for such period, plus the following to the extent deducted in calculating such Consolidated Net Income:

(1) Consolidated Interest Expense;

(2) Consolidated Income Taxes;

(3) consolidated depreciation expense;

(4) consolidated amortization expense or impairment charges recorded in connection with the application of Financial Accounting Standard No. 142 “Goodwill and Other Intangibles”; and

(5) other non-cash charges reducing Consolidated Net Income, including an amount not to exceed $1.0 million with respect to the write-off of financing costs in connection with the refinancing of Indebtedness with the proceeds from the sale of the Notes, (but, in any event, excluding any such non-cash charge to the extent it represents an accrual of or reserve for cash charges in any future period or amortization of a prepaid cash expense that was paid in a prior period not included in the calculation).

Notwithstanding the preceding sentence, clauses (2) through (5) relating to amounts of a Restricted Subsidiary of a Person will be added to Consolidated Net Income to compute Consolidated EBITDA of such Person only to the extent (and in the same proportion) that the net income (loss) of such Restricted Subsidiary was included in calculating the Consolidated Net Income of such Person and, to the extent the amounts set forth in clauses (2) through (5) are in excess of those necessary to offset a net loss of such Restricted Subsidiary or if such Restricted Subsidiary has net income for such period included in Consolidated Net Income, only if a corresponding amount would be permitted at the date of determination to be dividended to the Company by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Restricted Subsidiary or its stockholders.

“Consolidated Income Taxes” means, with respect to any Person for any period, taxes imposed upon such Person or other payments required to be made by such Person by any governmental authority which taxes or other payments are calculated by reference to the income or profits of such Person or such Person and its Restricted Subsidiaries (to the extent such income or profits were included in computing Consolidated Net Income for such period), regardless of whether such taxes or payments are required to be remitted to any governmental authority.

83

“Consolidated Interest Expense” means, for any period, the total interest expense of the Company and its consolidated Restricted Subsidiaries, whether paid or accrued, plus, to the extent not included in such interest expense:

(1) interest expense attributable to Capitalized Lease Obligations and the interest portion of rent expense associated with Attributable Indebtedness in respect of the relevant lease giving rise thereto, determined as if such lease were a capitalized lease in accordance with GAAP and the interest component of any deferred payment obligations;

(2) amortization of debt discount and debt issuance cost (provided that any amortization of bond premium will be credited to reduce Consolidated Interest Expense unless, pursuant to GAAP, such amortization of bond premium has otherwise reduced Consolidated Interest Expense); provided that, for purposes of calculating the Consolidated Coverage Ratio, there shall be excluded therefrom any non-cash amortization or write-off of deferred financing fees and expenses;

(3) non-cash interest expense;

(4) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing;

(5) the interest expense on Indebtedness of another Person that is guaranteed by such Person or one of the Restricted Subsidiaries or secured by a Lien on assets of such Person or one of the Restricted Subsidiaries;

(6) net costs, after giving effect to the effects of the underlying hedged transaction, associated with Interest Rate Agreements (including amortization of fees) provided, however, that if Interest Rate Agreements result in net benefits rather than net costs, such benefits shall be credited to reduce Consolidated Interest Expense unless, pursuant to GAAP, such net benefits are otherwise reflected in Consolidated Net Income;

(7) the consolidated interest expense of such Person and the Restricted Subsidiaries that was capitalized during such period;

(8) the product of (a) all dividends paid or payable, in cash, Cash Equivalents or Indebtedness or accrued during such period on any series of Disqualified Stock of such Person or on Preferred Stock of the Restricted Subsidiaries payable to a party other than the Company or a Wholly Owned Subsidiary, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state, provincial and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP;

(9) Receivables Fees; and

(10) the cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than the Company) in connection with Indebtedness incurred by such plan or trust.

For the purpose of calculating the Consolidated Coverage Ratio in connection with the incurrence of any Indebtedness described in the final paragraph of the definition of “Indebtedness,” the calculation of Consolidated Interest Expense shall include all interest expense (including any amounts described in clauses (1) through (10) above) relating to any Indebtedness of the Company or any Restricted Subsidiary described in the final paragraph of the definition of “Indebtedness.”

For purposes of the foregoing, total interest expense will be determined (i) after giving effect to any net payments made or received by the Company and its Subsidiaries with respect to Interest Rate Agreements and (ii) exclusive of amounts classified as other comprehensive income in the balance sheet of the Company. Notwithstanding anything to the contrary contained herein, commissions, discounts, yield and other fees and charges incurred in connection with any transaction pursuant to which the Company or the Restricted

84

Subsidiaries may sell, convey or otherwise transfer or grant a security interest in any accounts receivable or related assets shall be included in Consolidated Interest Expense.

“Consolidated Net Income” means, for any period, the net income (loss) of the Company and its consolidated Restricted Subsidiaries determined in accordance with GAAP; provided, however, that there will not be included in such Consolidated Net Income:

(1) any net income (loss) of any Person if such Person is not a Restricted Subsidiary, except that:

(a) subject to the limitations contained in clauses (3), (4) and (5) below, the Company’s equity in the net income of any such Person for such period will be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (2) below); and

(b) the Company’s equity in a net loss of any such Person (other than an Unrestricted Subsidiary) for such period will be included in determining such Consolidated Net Income to the extent such loss has been funded with cash from the Company or a Restricted Subsidiary;

(2) any net income (but not loss) of any Restricted Subsidiary if such Subsidiary is then restricted, directly or indirectly, in the payment of dividends or the making of distributions by such Restricted Subsidiary to the Company, except that:

(a) subject to the limitations contained in clauses (3), (4) and (5) below, the Company’s equity in the net income of any such Restricted Subsidiary for such period will be included in such Consolidated Net Income up to the aggregate amount of cash that could have been distributed by such Restricted Subsidiary during such period to the Company or another Restricted Subsidiary as a dividend (subject, in the case of a dividend to another Restricted Subsidiary, to the limitation contained in this clause); and

(b) the Company’s equity in a net loss of any such Restricted Subsidiary for such period will be included in determining such Consolidated Net Income;

(3) any gain (loss) realized upon the sale or other disposition of any property, plant or equipment of the Company or its consolidated Restricted Subsidiaries (including pursuant to any Sale and Leaseback Transaction) which is not sold or otherwise disposed of in the ordinary course of business and any gain (loss) realized upon the sale or other disposition of any Capital Stock of any Person;

(4) any extraordinary gain or loss;

(5) the cumulative effect of a change in accounting principles; and

(6) gains or losses arising from the repurchase, repayment or redemption of Indebtedness with the proceeds from the sale of the Notes.

“Continuing Directors” means as of any date of determination, any member of the Board of Directors of the Company who (i) was a member of such Board of Directors on the Issue Date or (ii) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination.

“Credit Agreement” means the First Amended Revolving Credit and Security Agreement, dated December 9, 2004, by and among the Company and PNC Bank, National Association, Deutsche Bank Trust Company Americas and Citicorp USA, Inc., together with the related documents thereto (including, without limitation, any guarantee agreements and security documents), in each case as such agreements may be amended (including any amendment and restatement thereof), extended, renewed, restated, supplemented or otherwise modified (in whole or in part, and without limitation as to amount, terms, conditions, covenants and other provisions) from time to

85

time, including one or more credit agreements, loan agreements, indentures or similar agreements extending the maturity of, refinancing, replacing or otherwise restructuring (including increasing the amount of available borrowings thereunder or adding Restricted Subsidiaries of the Company as additional borrowers or guarantors thereunder) all or any portion of the Indebtedness under such agreement or agreements or any successor or replacement agreement or agreements and whether by the same or any other agent, lender or group of lenders, and whether involving the same or different group of the Company and Restricted Subsidiaries as principal obligors or guarantors.

“Credit Facility” means, with respect to the Company or any Guarantor, one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities with banks or other institutional lenders providing for revolving credit loans, term loans, Qualified Receivables Transactions, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time (and whether or not with the original administrative agent and lenders or another administrative agent or agents or other lenders and whether provided under the original Credit Agreement or any other credit or other agreement or indenture).

“Credit Facility Collateral Documents” mean any agreement, security agreements, pledges, agency agreements and other instruments and documents creating or perfecting Liens and executed and delivered pursuant to any Credit Facility.

“Currency Agreement” means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect the Company or any Restricted Subsidiary of the Company against fluctuations in currency exchange rates.

“Default” means an event or condition the occurrence of which is, or with the lapse of time or the giving of notice or both would be, an Event of Default.

“Disqualified Capital Stock” means that portion of any Capital Stock which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event (other than an event which would constitute a Change of Control), (i) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or (ii) is redeemable at the option of the holder thereof (except in each case, upon the occurrence of a Change of Control), in each case, on or prior to the final maturity date of the Notes.

“Domestic Restricted Subsidiary” means a Restricted Subsidiary incorporated or otherwise organized or existing under the laws of the United States, any state thereof or the District of Columbia.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto.

“Foreign Subsidiary” means a Restricted Subsidiary that is not organized under the laws of the United States of America or any state thereof or the District of Columbia.

“GAAP” means generally accepted accounting principles in the United States of America as in effect on the Issue Date, including those set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the accounting profession. All ratios and computations based on GAAP contained in the Indenture will be computed in conformity with GAAP.

“Guarantee” means a guarantee of the Notes by a Guarantor.

86

“Guarantor” means (1) each Domestic Restricted Subsidiary of the Company other than Imsamet of Arizona or a Receivables Entity; and (2) each of the Company’s Restricted Subsidiaries that in the future executes a supplemental indenture in which such Restricted Subsidiary agrees to be bound by the terms of the Indenture as a Guarantor; provided that any Person constituting a Guarantor as described above shall cease to constitute a Guarantor when its respective Guarantee is released in accordance with the terms of the Indenture.

“Hedging Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement, Currency Agreement or Commodity Agreement.

“Indebtedness” means with respect to any Person on any date of determination, without duplication,

(1) the principal of and premium (if any) in respect of indebtedness of such Person for borrowed money;

(2) the principal of and premium (if any) in respect of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(3) the principal component of all obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments (including reimbursement obligations with respect thereto except to the extent such reimbursement obligation relates to a trade payable and such obligation is satisfied within 30 days of incurrence);

(4) the principal component of all obligations of such Person to pay the deferred and unpaid purchase price of property (except trade payables), which purchase price is due more than six months after the date of placing such property in service or taking delivery and title thereto;

(5) Capitalized Lease Obligations and all Attributable Indebtedness of such Person;

(6) the principal component or liquidation preference of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Capital Stock or, with respect to any Subsidiary that is not a Guarantor, any Preferred Stock;

(7) the principal component of all Indebtedness of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person; provided, however, that the amount of such Indebtedness will be the lesser of (a) fair market value of such asset at such date of determination and (b) the amount of such Indebtedness of such other Person;

(8) the principal component of Indebtedness of other Persons to the extent guaranteed by such Person; and

(9) to the extent not otherwise included in this definition, net obligations of such Person under Commodity Agreements, Currency Agreements and Interest Rate Agreements (the amount of any such obligations to be equal at any time to the termination value of such agreement or arrangement giving rise to such obligation that would be payable by such Person at such time).

The amount of Indebtedness of any Person at any date will be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingent obligations at such date.

In addition, “Indebtedness” of any Person shall include Indebtedness described in the preceding paragraph that would not appear as a liability on the balance sheet of such Person if:

(1) such Indebtedness is the obligation of a partnership or joint venture that is not a Restricted Subsidiary (a “Joint Venture”);

(2) such Person or a Restricted Subsidiary of such Person is a general partner of the Joint Venture (a “General Partner”); and

87

(3) there is a recourse, by contract or operation of law, with respect to the payment of such Indebtedness to property or assets of such Person or a Restricted Subsidiary of such Person; and then such Indebtedness shall be included in an amount not to exceed:

(a) the lesser of (i) the net assets of the General Partner and (ii) the amount of such obligations to the extent that there is recourse, by contract or operation of law, to the property or assets of such Person or a Restricted Subsidiary of such Person; or

(b) if less than the amount determined pursuant to clause (a) immediately above, the actual amount of such Indebtedness that is recourse to such Person or a Restricted Subsidiary of such Person, if the Indebtedness is evidenced by a writing and is for a determinable amount.

“Independent Financial Advisor” means a firm (1) which does not, and whose directors, officers and employees or Affiliates do not, have a direct or indirect financial interest in the Company and (2) which, in the judgment of the Board of Directors of the Company, is otherwise independent and qualified to perform the task for which it is to be engaged.

“Interest Rate Agreement” means, in respect of a Person, any agreement or arrangement designed to protect against fluctuations in interest rates accruing on Indebtedness for which it or any of its Subsidiaries is liable.

“Investment” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of any direct or indirect advance, loan (other than advances or extensions of credit to customers in the ordinary course) or other extension of credit (including by way of guarantee or similar arrangement, but excluding any debt or extension of credit represented by a bank deposit other than a time deposit) or capital contribution to (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), or any purchase or acquisition of any Capital Stock, bonds, notes, debentures or other similar instruments or evidences of Indebtedness issued by, such Person; provided that none of the following will be deemed to be an Investment:

(1) Hedging Obligations entered into in the ordinary course of business and in compliance with the Indenture;

(2) endorsements of negotiable instruments and documents in the ordinary course of business; and

(3) an acquisition of assets, Capital Stock or other securities by the Company or a Subsidiary for consideration to the extent such consideration consists of Common Stock of the Company.

For purposes of “Certain Covenants—Limitation on Restricted Payments”:

(1) “Investment” will include the portion (proportionate to the Company’s equity interest in a Restricted Subsidiary to be designated as an Unrestricted Subsidiary) of the fair market value of the net assets of such Restricted Subsidiary at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Company will be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (a) the Company’s “Investment” in such Subsidiary at the time of such redesignation less (b) the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets (as conclusively determined by the Board of Directors of the Company in good faith) of such Subsidiary at the time that such Subsidiary is so redesignated a Restricted Subsidiary; and

(2) any property transferred to or from an Unrestricted Subsidiary will be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Board of Directors of the Company.

“Issue Date” means December 9, 2004.

88

“Lien” means any lien, mortgage, deed of trust, pledge, security interest, charge or encumbrance of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof).

“Merger Date” means December 9, 2004, the date of closing of the Commonwealth Merger and the Escrow Corp Merger.

“Net Cash Proceeds” means, with respect to any Asset Sale or Asset Swap, the cash payments received (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and net proceeds from the sale or other disposition of any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring person of Indebtedness or other obligations relating to the properties or assets that are the subject of such Asset Sale or received in any other non-cash form) therefrom, in each case net of:

(1) all legal, accounting, investment banking, title and recording tax expenses, commissions and other fees and expenses incurred, and all Federal, state, provincial, foreign and local taxes required to be paid or accrued as a liability under GAAP (after taking into account any available tax credits or deductions and any tax sharing agreements), as a consequence of such Asset Sale;

(2) all payments made on any Indebtedness which is secured by any assets subject to such Asset Sale, in accordance with the terms of any Lien upon such assets, or which must by its terms, or in order to obtain a necessary consent to such Asset Sale, or by applicable law be repaid out of the proceeds from such Asset Sale;

(3) all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Sale; and

(4) the deduction of appropriate amounts to be provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the assets disposed of in such Asset Sale and retained by the Company or any Restricted Subsidiary after such Asset Sale.

“Non-Recourse Debt” means Indebtedness of a Person:

(1) as to which neither the Company nor any Restricted Subsidiary (a) provides any guarantee or credit support of any kind (including any undertaking, guarantee, indemnity, agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly liable (as a guarantor or otherwise);

(2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit (upon notice, lapse of time or both) any holder of any other Indebtedness of the Company or any Restricted Subsidiary to declare a default under such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its Stated Maturity; and

(3) the explicit terms of which provide there is no recourse against any of the assets of the Company or the Restricted Subsidiaries, except that Standard Securitization Undertakings shall not be considered recourse.

“Pari Passu Indebtedness” means any Indebtedness of the Company or any Guarantor that ranks equally in right of payment with the Notes or the Guarantee of such Guarantor, as applicable.

“Permitted Investment” means an Investment by the Company or any Restricted Subsidiary in:

(1) a Restricted Subsidiary (other than a Receivables Entity) or a Person which will, upon the making of such Investment, become a Restricted Subsidiary (other than a Receivables Entity); provided, however, that the primary business of such Restricted Subsidiary is a Related Business and provided, further, however, that this clause (1) shall not permit any investment by the Company or a Domestic Restricted Subsidiary in a Foreign Subsidiary other than cash or Cash Equivalents or transfers of other property in the ordinary course of business or consistent with past practice;

89

(2) another Person if as a result of such Investment such other Person is merged or consolidated with or into, or transfers or conveys all or substantially all its assets to, the Company or a Restricted Subsidiary (other than a Receivables Entity); provided, however, that such Person’s primary business is a Related Business;

(3) receivables owing to the Company or any Restricted Subsidiary created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as the Company or any such Restricted Subsidiary deems reasonable under the circumstances;

(4) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses in accordance with GAAP and that are made in the ordinary course of business;

(5) Investments in the Company by any Restricted Subsidiary; provided that any Indebtedness evidencing such Investment and held by a Restricted Subsidiary that is not a Guarantor is unsecured and subordinated in right to payment, pursuant to a written agreement, to the Company’s obligations under the Notes and the Indenture;

(6) cash and Cash Equivalents;

(7) loans and advances to employees, directors and officers (other than loans to executive officers not permitted by applicable law) of the Company and the Restricted Subsidiaries made in the ordinary course of business consistent with past practices of the Company or such Restricted Subsidiary;

(8) Currency Agreements, Commodity Agreements and Interest Rate Agreements, and related Hedging Obligations, in each case entered into in the ordinary course of business and entered into and incurred in compliance with “Certain Covenants—Limitation on Incurrence of Additional Indebtedness”;

(9) additional Investments not to exceed $20.0 million outstanding at any one time (with the fair market value of such Investments being measured at the time made and without giving effect to subsequent changes in value);

(10) Capital Stock, obligations or securities received in settlement of debts created in the ordinary course of business and owing to the Company or any Restricted Subsidiary or in satisfaction of judgments or pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of a debtor;

(11) Investments made as a result of the receipt of non-cash consideration from an Asset Sale made in compliance with the “Limitation on Asset Sales” covenant;

(12) guarantees issued in accordance with “Certain Covenants—Limitation on Incurrence of Additional Indebtedness”;

(13) Investments by the Company or a Restricted Subsidiary in a Receivables Entity or any Investment by a Receivables Entity in any other Person, in each case, in connection with a Qualified Receivables Transaction, provided, however, that any Investment in any such Person is in the form of a Purchase Money Note, or any equity interest or interests in Receivables and related assets generated by the Company or a Restricted Subsidiary and transferred to any Person in connection with a Qualified Receivables Transaction or any such Person owning such Receivables;

(14) Investments in existence on the Issue Date; and

(15) any Asset Swap made in accordance with “Certain Covenants—Limitation on Asset Sales.”

“Permitted Liens” means, with respect to any Person:

(1) Liens on any assets, real or personal, tangible or intangible, of the Company securing Indebtedness and other obligations under the Credit Facility and related Hedging Obligations and liens on assets, real or

90

personal, tangible or intangible, of Restricted Subsidiaries securing guarantees of Indebtedness and other obligations of the Company under the Credit Facility permitted to be incurred under the Indenture under the provisions described in clause (b)(1) under “Certain Covenants—Limitation on Incurrence of Additional Indebtedness”;

(2) pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or United States government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import or customs duties or for the payment of rent, in each case incurred in the ordinary course of business;

(3) Liens imposed by law, including carriers’, warehousemen’s, supplier’s, materialmen’s, repairmen’s and mechanics’ Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings if a reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made in respect thereof;

(4) Liens for taxes, assessments or other governmental charges not yet subject to penalties for non-payment or which are being contested in good faith by appropriate proceedings provided appropriate reserves required pursuant to GAAP have been made in respect thereof;

(5) Liens in favor of issuers of surety, bid, appeal or performance bonds or letters of credit or bankers’ acceptances issued pursuant to the request of and for the account of such Person in the ordinary course of its business; provided, however, that such letters of credit do not constitute Indebtedness;

(6) encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes of zoning, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real properties or liens incidental to the conduct of the business of such Person or to the ownership of its properties which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(7) Liens securing Hedging Obligations so long as the related Indebtedness is, and is permitted to under the Indenture, secured by a Lien on the same property securing such Hedging Obligation;

(8) leases, licenses, subleases and sublicenses of assets (including, without limitation, real property and intellectual property rights) which do not materially interfere with the ordinary conduct of the business of the Company or any of its Restricted Subsidiaries;

(9) judgment Liens not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(10) Liens for the purpose of securing the payment of all or a part of the purchase price of, or Capitalized Lease Obligations, purchase money obligations or other payments incurred to finance the acquisition, improvement or construction of, assets or property acquired or constructed in the ordinary course of business; provided that:

(a) the aggregate principal amount of Indebtedness secured by such Liens is otherwise permitted to be incurred under the Indenture and does not exceed the cost of the assets or property so acquired or constructed; and

(b) such Liens are created within 180 days of construction or acquisition of such assets or property and do not encumber any other assets or property of the Company or any Restricted Subsidiary other than such assets or property and assets affixed or appurtenant thereto and the proceeds of any such assets;

91

(11) Liens arising solely by virtue of any statutory or common law provisions relating to banker’s Liens, rights of set-off or similar rights and remedies as to deposit accounts or other funds maintained with a depositary institution; provided that:

(a) such deposit account is not a dedicated cash collateral account and is not subject to restrictions against access by the Company in excess of those set forth by regulations promulgated by the Federal Reserve Board; and

(b) such deposit account is not intended by the Company or any Restricted Subsidiary to provide collateral to the depository institution;

(12) Liens arising from Uniform Commercial Code financing statement filings regarding (i) operating leases entered into by the Company and its Restricted Subsidiaries in the ordinary course of business and (ii) goods consigned or entrusted to or bailed with a Person in connection with the processing, reprocessing, recycling or tolling of such goods;

(13) Liens existing on the Issue Date;

(14) Liens on property or shares of stock of a Person at the time such Person becomes a Restricted Subsidiary; provided, however, that such Liens are not created, incurred or assumed in connection with, or in contemplation of, such other Person becoming a Restricted Subsidiary; provided, further, however, that any such Lien may not extend to any other property owned by the Company or any Restricted Subsidiary;

(15) Liens on property at the time the Company or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Company or any Restricted Subsidiary; provided, however, that such Liens are not created, incurred or assumed in connection with, or in contemplation of, such acquisition; provided further, however, that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;

(16) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or a Wholly-Owned Subsidiary (other than a Receivables Entity);

(17) Liens securing the Notes and the Subsidiary Guarantees or any obligations owing to the Trustee under the Indenture;

(18) Liens securing Refinancing Indebtedness incurred to refinance Indebtedness that was previously so secured, provided that any such Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Liens arose, could secure) the Indebtedness being refinanced or is in respect of property that is the security for a Permitted Lien hereunder;

(19) any interest or title of a lessor under any Capitalized Lease Obligation or operating lease;

(20) Liens in favor of customs and revenue authorities to secure the payment of customs duties in connection with the exporting or importing of goods;

(21) Liens on assets transferred to a Receivables Entity or on assets of a Receivables Entity, in either case incurred in connection with a Qualified Receivables Transaction;

(22) Liens on the Capital Stock or assets, real or personal, tangible or intangible, of a Foreign Subsidiary, and securing Indebtedness and other obligations and guarantees permitted to be incurred under the Indenture under the provisions described in clause (b)(11) under “Certain Covenants—Limitations on Incurrence of Additional Indebtedness”;

(23) Liens securing Indebtedness (other than Subordinated Indebtedness of the Company or of any Guarantor) in an aggregate principal amount not to exceed $20.0 million at any one time outstanding;

(24) Liens existing with respect to the (x) Uhrichsville, Ohio facility pursuant to Exhibit G to the Supply Agreement by and among Commonwealth Aluminum Corporation, IMCO Recycling of Ohio Inc.

92

and IMCO Recycling Inc., dated as of April 1, 1999, as in effect on the Issue Date or on terms materially consistent therewith, and (y) Saginaw, Michigan facility pursuant to Exhibit 5 to the Long Term Agreement between General Motors Corporation and Alchem Aluminum Inc., dated as of February 26, 1999, as in effect on the Issue Date or on terms materially consistent therewith;

(25) Liens on any assets, real or personal, tangible or intangible, of the Company securing Indebtedness and other obligations under the Senior Secured Note Issuance and liens on assets, real or personal, tangible or intangible, of Restricted Subsidiaries securing guarantees of Indebtedness and other obligations of the Company under the Senior Secured Note Issuance, in each case securing Senior Secured Notes outstanding on the Issue Date and up to $25.0 million of additional Senior Secured Notes issued from time to time thereunder and, for the avoidance of doubt, including in each case the exchange notes issued in exchange therefor;

(26) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual, or warranty requirements of the Company or any of the Restricted Subsidiaries, including rights of offset and set-off; and

(27) Liens on assets of a Restricted Subsidiary that is not a Guarantor to secure Indebtedness of such Restricted Subsidiary that is otherwise permitted under the Indenture.

“Person” means an individual, partnership, limited liability company, corporation, association, joint-stock company, unincorporated organization, trust or joint venture, or a governmental agency or political subdivision thereof, or any other entity.

“Preferred Stock” of any Person means any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemptions or upon liquidation.

“Purchase Money Note” means a promissory note of a Receivables Entity evidencing the deferred purchase price of Receivables (and related assets) and/or a line of credit, which may be irrevocable, from the Company or any Restricted Subsidiary in connection with a Qualified Receivables Transaction with a Receivables Entity, which deferred purchase price or line is repayable from cash available to the Receivables Entity, other than amounts required to be established as reserves pursuant to agreements, amounts paid to investors in respect of interest, principal and other amounts owing to such investors and amounts owing to such investors and amounts paid in connection with the purchase of newly generated Receivables.

“Qualified Capital Stock” means any Capital Stock that is not Disqualified Capital Stock.

“Qualified Receivables Transaction” means any transaction or series of transactions that may be entered into by the Company or any of the Restricted Subsidiaries pursuant to which the Company or any of the Restricted Subsidiaries may sell, convey or otherwise transfer to (1) a Receivables Entity (in the case of a transfer by the Company or any of the Restricted Subsidiaries) and (2) any other Person (in the case of a transfer by a Receivables Entity), or may grant a security interest in, any Receivables (whether now existing or arising in the future) of the Company or any of the Restricted Subsidiaries, and any assets related thereto including, without limitation, all collateral securing such Receivables, all contracts and all guarantees or other obligations in respect of such accounts receivable, the proceeds of such Receivables and other assets which are customarily transferred, or in respect of which security interests are customarily granted, in connection with asset securitizations involving Receivables.

“Receivable” means a right to receive payment arising from a sale or lease of goods or the performance of services by a Person pursuant to an arrangement with another Person pursuant to which such other Person is obligated to pay for goods or services under terms that permit the purchase of such goods and services on credit and shall include, in any event, any items of property that would be classified as an “account,” “chattel paper,” “payment intangible” or “instrument” under the Uniform Commercial Code as in effect in the State of New York and any “supporting obligations” as so defined.

93

“Receivables Entity” means a Wholly-Owned Subsidiary (or another Person in which the Company or any Restricted Subsidiary makes an Investment and to which the Company or any Restricted Subsidiary transfers Receivables and related assets) which engages in no activities other than in connection with the financing of Receivables and which is designated by the Board of Directors of the Company (as provided below) as a Receivables Entity:

(1) no portion of the Indebtedness or any other obligations (contingent or otherwise) of which:

(a) is guaranteed by the Company or any Restricted Subsidiary (excluding guarantees of obligations (other than the principal of, and interest on, Indebtedness) pursuant to Standard Securitization Undertakings);

(b) is recourse to or obligates the Company or any Restricted Subsidiary in any way other than pursuant to Standard Securitization Undertakings; or

(c) subjects any property or asset of the Company or any Restricted Subsidiary, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings;

(2) with which neither the Company nor any Restricted Subsidiary has any material contract, agreement, arrangement or understanding (except in connection with a Purchase Money Note or Qualified Receivables Transaction) other than on terms no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of the Company, other than fees payable in the ordinary course of business in connection with servicing Receivables; and

(3) to which neither the Company nor any Restricted Subsidiary has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results.

Any such designation by the Board of Directors of the Company shall be evidenced to the Trustee by filing with the Trustee a Board Resolution of the Company giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing conditions.

“Receivables Fees” means any fees or interest paid to purchasers or lenders providing the financing in connection with a Qualified Receivables Transaction, a factoring agreement or other similar agreement, including any such amounts paid by discounting the face amount of Receivables or participations therein transferred in connection with a Qualified Receivables Transaction, a factoring agreement or other similar arrangement, regardless of whether any such transaction is structured as on-balance sheet or off-balance sheet or through a Restricted Subsidiary or an Unrestricted Subsidiary.

“Refinance” means, in respect of any security or Indebtedness, to refinance, extend, renew, refund, replace, repay, prepay, redeem, defease or retire, or to issue a security or Indebtedness in exchange or replacement for, such security or Indebtedness in whole or in part. “Refinanced” and “Refinancing” shall have correlative meanings.

“Refinancing Indebtedness” means Indebtedness that is incurred to refund, refinance, replace, exchange, renew, repay or extend (including pursuant to any defeasance or discharge mechanism) (collectively, “refinance,” “refinances,” and “refinanced” shall have a correlative meaning) any Indebtedness existing on the date of the Indenture or incurred in compliance with the Indenture (including Indebtedness of the Company that refinances Indebtedness of any Restricted Subsidiary and Indebtedness of any Restricted Subsidiary that refinances Indebtedness of another Restricted Subsidiary) including Indebtedness that refinances Refinancing Indebtedness, provided, however, that:

(1) (a) if the Stated Maturity of the Indebtedness being refinanced is earlier than the Stated Maturity of the Notes, the Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the

94

Indebtedness being refinanced or (b) if the Stated Maturity of the Indebtedness being refinanced is later than the Stated Maturity of the Notes, the Refinancing Indebtedness has a Stated Maturity at least 91 days later than the Stated Maturity of the Notes;

(2) the Refinancing Indebtedness has an Average Life at the time such Refinancing Indebtedness is incurred that is equal to or greater than the Average Life of the Indebtedness being refinanced;

(3) such Refinancing Indebtedness is incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less than the sum of the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being refinanced (plus, without duplication, any additional Indebtedness incurred to pay interest or premiums required by the instruments governing such existing Indebtedness and fees incurred in connection therewith); and

(4) if the Indebtedness being refinanced is subordinated in right of payment to the Notes or the Guarantee, such Refinancing Indebtedness is subordinated in right of payment to the Notes or the Guarantee on terms at least as favorable to the holders as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

“Registration Rights Agreement” means the certain registration rights agreement dated as of the Issue Date by and among the Company, the Guarantors and the initial purchasers named therein.

“Related Business” means any business which is the same as or related, ancillary or complementary to any of the businesses of the Company and the Restricted Subsidiaries on the date of the Indenture, including, without limiting the generality of the foregoing, the manufacture, sales, distribution, or modification of metals, metal products or goods using metals, and any services related to any of the foregoing.

“Related Business Assets” means assets used or useful in a Related Business.

“Restricted Subsidiary” means any Subsidiary of the Company which at the time of determination is not an Unrestricted Subsidiary.

“Sale and Leaseback Transaction” means any arrangement relating to property now owned or hereafter acquired whereby the Company or a Restricted Subsidiary transfers such property to a Person, and the Company or a Restricted Subsidiary leases it from such Person.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Senior Secured Notes” means the Company’s 10 ³/8% Senior Secured Notes due 2010.

“Senior Secured Notes Documents” means the Senior Secured Notes, the indenture relating thereto and all other documents related to such notes or indenture.

“Senior Secured Notes Issuance” means the transaction pursuant to which the original $210.0 million aggregate principal amount of Senior Secured Notes were issued and sold, and thereafter exchanged, including the guarantees issued therefor and the Liens granted in property as contemplated thereby to secure the obligations then and thereafter existing or arising under such notes and all related and ancillary documents, including the related indenture and security documents.

“Significant Subsidiary” means any Restricted Subsidiary that satisfies the criteria for a significant subsidiary” set forth in Rule 1.02(w) of Regulation S-X under the Exchange Act.

95

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by the Company or any Restricted Subsidiary which are reasonably customary in securitization of Receivables transactions.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision, but shall not include any date on which the payment of principal of such security is due and payable as a result of any contingent obligations to repay, redeem or repurchase any such principal prior to the date originally scheduled for the payment thereof.

“Subordinated Indebtedness” means Indebtedness of the Company or any Guarantor that is subordinated or junior in right of payment to the Notes or the Guarantee of such Guarantor, as the case may be.

“Subsidiary” of any Person means (a) any corporation, association or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total ordinary voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof (or persons performing similar functions) or (b) any partnership, joint venture, limited liability company or similar entity of which more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, is, in the case of clauses (a) and (b), at the time owned or controlled, directly or indirectly, by (1) such Person, (2) such Person and one or more Subsidiaries of such Person or (3) one or more Subsidiaries of such Person. Unless otherwise specified herein, each reference to a Subsidiary will refer to a Subsidiary of the Company.

“Unrestricted Subsidiary” means:

(1) any Subsidiary of the Company that at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of the Company in the manner provided below; and

(2) any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors of the Company may designate any Subsidiary of the Company (including any newly acquired or newly formed Subsidiary or a Person becoming a Subsidiary through merger or consolidation or Investment therein) to be an Unrestricted Subsidiary only if:

(1) such Subsidiary or any of its Subsidiaries does not own any Capital Stock or Indebtedness of or have any Investment in, or own or hold any Lien on any property of, any other Subsidiary of the Company which is not a Subsidiary of the Subsidiary to be so designated or otherwise an Unrestricted Subsidiary;

(2) all the Indebtedness of such Subsidiary and its Subsidiaries shall, at the date of designation, and will at all times thereafter, consist of Non-Recourse Debt;

(3) such designation and the Investment of the Company in such Subsidiary complies with “Certain Covenants—Limitation on Restricted Payments”;

(4) such Subsidiary, either alone or in the aggregate with all other Unrestricted Subsidiaries, does not operate, directly or indirectly, all or substantially all of the business of the Company and its Subsidiaries;

(5) such Subsidiary is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation:

(a) to subscribe for additional Capital Stock of such Person; or

(b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

96

(6) on the date such Subsidiary is designated an Unrestricted Subsidiary, such Subsidiary is not a party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary with terms substantially less favorable to the Company than those that might have been obtained from Persons who are not Affiliates of the Company.

Any such designation by the Board of Directors of the Company shall be evidenced to the Trustee by filing with the Trustee a resolution of the Board of Directors of the Company giving effect to such designation and an Officers’ Certificate certifying that such designation complies with the foregoing conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of the Indenture and any Indebtedness of such Subsidiary shall be deemed to be incurred as of such date.

The Board of Directors of the Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof and the Company could incur at least $1.00 of additional Indebtedness under paragraph (a) of the “Limitation on Incurrence of Additional Indebtedness” covenant on a pro forma basis taking into account such designation.

“Voting Stock” of a corporation means all classes of Capital Stock of such corporation then outstanding and normally entitled to vote in the election of directors.

“Wholly Owned Subsidiary” means a Restricted Subsidiary, all of the Capital Stock of which (other than directors’ qualifying shares) is owned by the Company or another Wholly Owned Subsidiary.

REGISTRATION RIGHTS

We and our subsidiary guarantors entered into a registration rights agreement with the initial purchasers dated as of November 4, 2004, the closing date for the offering of the outstanding 9% notes (the “Issue Date”). In that agreement, we agreed that, upon the consummation of the merger with Commonwealth (the “Merger Date”), at our expense for the benefit of the holders of the notes, we would use our reasonable best efforts to: (i) within 60 days after the Merger Date (the “Filing Date”), file a registration statement on an appropriate registration form (the “Exchange Offer Registration Statement”) with respect to a registered offer to exchange the notes for the exchange notes to be issued by us, which exchange notes would have terms substantially identical in all material respects to the notes (except that the exchange notes would not contain terms with respect to transfer restrictions), (ii) cause the Exchange Offer Registration Statement to be declared effective under the Securities Act within 150 days after the Merger Date and (iii) consummate the Exchange Offer on or prior to the 195th day following the Merger Date.

We are offering the exchange notes in return for the outstanding 9% notes. The exchange offer will remain open for not less than 20 business days (or longer if required by applicable law) after the date notice of the exchange offer is mailed to the noteholders. For each outstanding 9% note surrendered to us pursuant to the exchange offer, the noteholder who surrendered such that note will receive an exchange note having a principal amount equal to that of the surrendered note. Interest on each exchange note will accrue from the last interest payment date on which interest was paid on the outstanding 9% note surrendered in exchange therefor, or if no interest has been paid on such note, from November 4, 2004.

Under existing interpretations of the SEC contained in several no action letters to third parties, the exchange notes will be freely transferable by holders thereof (other than our affiliates) after the exchange offer without further registration under the Securities Act; however, each noteholder that wishes to exchange its outstanding 9% notes for exchange notes will be required to represent (i) that any exchange notes to be received by it will be acquired in the ordinary course of its business, (ii) that at the time of the commencement of the exchange offer it

97

has no arrangement or understanding with any person to participate in the distribution (within the meaning of Securities Act) of the exchange notes in violation of the Securities Act, (iii) that it is not an “affiliate” (as defined in Rule 405 promulgated under Securities Act) of ours, (iv) if such noteholder is not a broker dealer, that it is not engaged in, and does not intend to engage in, the distribution of exchange notes and (v) if such noteholder is a broker dealer (a “Participating Broker Dealer”) that will receive exchange notes for its own account in exchange for notes that were acquired as a result of market making or other trading activities, that it will deliver a prospectus in connection with any resale of such exchange notes. We will agree to make available, during the period required by the Securities Act, a prospectus meeting the requirements of the Securities Act for use by Participating Broker Dealers and other persons, if any, with similar prospectus delivery requirements for use in connection with any resale of exchange notes.

If (i) the exchange offer is not completed within 195 days of the date of completion of the merger or (ii) because of any change in law or in currently prevailing interpretation of the staff of the SEC, a noteholder is not permitted to participate in the exchange offer, then in each case, we will (x) promptly deliver to the noteholders and the trustee under the indenture written notice thereof and (y) at our sole expense, in lieu of (or in the case of the preceding clauses (iii) and (v), in addition to) effecting registration of the exchange notes, (a) as promptly as practicable, file a shelf registration statement covering resales of the notes (the “Shelf Registration Statement”), and (b) use our reasonable best efforts to keep effective the Shelf Registration Statement until the earlier of two years after the Issue Date or such time as all of the applicable notes have been sold thereunder. We will, in the event that a Shelf Registration Statement is filed, provide each such noteholder copies of the prospectus that is a part of the Shelf Registration Statement, notify each such noteholder when the Shelf Registration Statement for the notes has become effective and take certain other actions as are required to permit unrestricted resales of the notes. A noteholder that sells notes pursuant to the Shelf Registration Statement will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under Securities Act in connection with such sales and will be bound by the provisions of the registration rights agreement that are applicable to such a noteholder (including certain indemnification rights and obligations).

Additional interest (the “Additional Interest”) shall become payable in respect of the Notes in the circumstances as follows:

• (i) if we are required to file a Shelf Registration Statement and such Shelf Registration Statement is not filed on or prior to the date required by the registration rights agreement, then commencing on the date after either such required filing date, Additional Interest shall accrue on the principal amount of the notes at a rate of 0.25% per annum for the first 90 days immediately following each such filing date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or

• (ii) if (A) the Exchange Offer Registration Statement is not declared effective by the Commission on or prior to the 150th day after the Merger Date or (b) we are required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective by the Commission on or prior to the 90th day following the date such Shelf Registration Statement was filed, then, commencing on the day after either such required effective date Additional Interest shall accrue on the principal amount of the notes at a rate of 0.25% per annum for the first 90 days immediately following such date, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period; or

• (iii) if (A) we have not exchanged exchange notes for all notes validly tendered in accordance with the terms of the exchange offer on or prior to the 195th day after the Merger Date or (B) if applicable, the Shelf Registration Statement has been declared effective and such Shelf Registration Statement ceases to be effective at any time prior to the second anniversary of the Merger Date (other than after such time as all notes have been disposed of thereunder), then Additional Interest shall accrue on the principal amount of the notes at a rate of 0.25% per annum for the first 90 days commencing on (x) the 195th day

98

after the Merger Date, in the case of (A) above, or (y) the day such Shelf Registration Statement ceases to be effective, in the case of (B) above, such Additional Interest rate increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period;

provided, however, that the Additional Interest rate on the notes may not accrue under more than one of the foregoing clauses (i) through (iii) at any one time and at no time shall the aggregate amount of Additional Interest accruing exceed in the aggregate 1.0% per annum; provided, further, however, that (1) upon the filing of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (i) above), (2) upon the effectiveness of the Exchange Offer Registration Statement or a Shelf Registration Statement (in the case of clause (ii) above), or (3) upon the exchange of Exchange Notes for all notes tendered (in the case of clause (iii)(A) above), or upon the effectiveness of the Shelf Registration Statement which had ceased to remain effective (in the case of clause (iii)(B) above), Additional Interest on the notes as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to accrue.

Any amounts of Additional Interest due pursuant to clause (i), (ii) or (iii) above shall be payable in cash, in each case on the same original interest payment dates as the notes.

The preceding summary of certain provisions of the Registration Rights Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all provisions of the Registration Rights Agreement, a copy of which is filed as an exhibit to the registration statement of which this prospectus forms a part.

99

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of (1) certain United States federal income tax considerations relevant to holders that acquired notes in the initial offering at the initial issue price and are United States Holders (as defined below) and (2) certain United States federal income and estate tax considerations relevant to holders that acquired notes in the initial offering at the initial issue price and are Foreign Holders (as defined below). This discussion is based on currently existing provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated thereunder, and administrative and judicial interpretations thereof, all as in effect on the date hereof and all of which are subject to change, possibly with retroactive effect, or different interpretations. No advance tax ruling has been sought or obtained from the Internal Revenue Service regarding the United States federal income or estate tax consequences of any of the transactions described herein. If the Internal Revenue Service contests a conclusion set forth herein, no assurance can be given that a holder of the notes would ultimately prevail in a final determination by a court. This discussion does not address the tax consequences to subsequent holders of notes and is limited to persons who hold the notes as capital assets, within the meaning of Section 1221 of the Code. This discussion also does not address the tax consequences to Foreign Holders that are subject to United States federal income tax on a net basis on income realized with respect to a note because such income is effectively connected with the conduct of a U.S. trade or business. Such Foreign Holders are generally taxed in a similar manner to United States Holders, but certain special rules apply (including the imposition of branch profits tax under Section 884 of the Code on corporate Foreign Holders). Moreover, this discussion is for general information only and does not address all of the tax consequences that may be relevant to particular holders of notes in light of their personal circumstances or to certain types of holders (such as certain financial institutions, insurance companies, real estate investment trusts, regulated investment companies, tax-exempt entities, partnerships or other pass-through entities (or investors in such entities), dealers in securities or currencies, persons holding notes as part of a hedging, integrated, conversion or constructive sale transaction or a straddle, traders in securities that elect to use a mark-to-market method of accounting for their securities holdings, persons liable for alternative minimum tax, certain U.S. expatriates or holders of notes whose “functional currency” is not the U.S. dollar) or the effect of any applicable state, local or foreign tax laws.

If a partnership holds the notes, the tax treatment of a partner will generally depend on the status of the partner and the tax treatment of the partnership. A partner of a partnership holding the notes should consult its tax advisors.

In certain circumstances, including upon our failure to consummate the exchange offer or to file or cause to be declared effective the shelf registration statement as described under “Exchange Offer; Registration Rights,” we may be obligated to pay amounts in excess of the stated interest and principal payable on the notes. The obligation to make such payments, including additional interest and redemption premiums payable in certain circumstances, may implicate the provisions of applicable Treasury regulations relating to “contingent payment debt instruments.” If the notes were deemed to be contingent payment debt instruments, holders might, among other things, be required to treat any gain recognized on the sale or other disposition of a note as ordinary income rather than as capital gain, and the timing and amount of income inclusion may be different from the consequences discussed herein. We intend to take the position that the likelihood that such payments will be made is remote and/or that such payments are incidental and therefore the notes are not subject to the rules governing contingent payment debt instruments. This determination will be binding on a holder unless such holder explicitly discloses on a statement attached to such holder’s timely filed United States federal income tax return for the taxable year that includes the acquisition date of the note that such holder’s determination is different. It is possible, however, that the Internal Revenue Service may take a contrary position from that described above, in which case the tax consequences to a holder could differ materially and adversely from those described below. The remainder of this disclosure assumes that the notes will not be treated as contingent payment debt instruments.

YOU ARE URGED TO CONSULT YOUR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO YOU OF THE OWNERSHIP AND DISPOSITION OF THE NOTES,

100

INCLUDING THE APPLICABILITY OF ANY FEDERAL TAX LAWS OR ANY STATE, LOCAL OR FOREIGN TAX LAWS, AND ANY CHANGES (OR PROPOSED CHANGES) IN APPLICABLE TAX LAWS OR INTERPRETATIONS THEREOF.

United States federal income taxation of United States Holders

As used herein, the term “United States Holder” means a holder of a note that is, for United States federal income tax purposes, (a) a citizen or resident of the United States (including certain former citizens and former long-term residents), (b) a corporation or other entity treated as a corporation created or organized in or under the laws of the United States or any political subdivision thereof, (c) an estate, the income of which is subject to United States federal income taxation regardless of source, or (d) a trust, if (i) a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons within the meaning of the Code have authority to control all substantial decisions of the trust, or (ii) the trust has validly elected to be treated as a United States Holder pursuant to applicable Treasury regulations.

Payment of interest

The notes were not issued with original issue discount for United States federal income tax purposes. As a result, interest paid or payable on a note will be taxable to a United States Holder as ordinary interest income from domestic sources, generally at the time it is received or accrued, in accordance with such United States Holder’s regular method of accounting for United States federal income tax purposes.

Sale, exchange or retirement of the notes

Upon the sale, exchange, redemption, retirement at maturity or other disposition of a note, a United States Holder generally will recognize taxable gain or loss equal to the difference between the sum of cash plus the fair market value of all other property received on such disposition (except to the extent such cash or property is attributable to accrued interest, which amount will be taxable as ordinary income to the extent not previously so taxed) and such United States Holder’s adjusted tax basis in the note. A United States Holder’s adjusted tax basis in a note generally will equal the cost of the note to such United States Holder, decreased by the amount of any payments (other than interest) received by such United States Holder.

Gain or loss recognized by a United States Holder on the disposition of a note generally will be capital gain or loss and will be long-term capital gain or loss if, at the time of such disposition, the United States Holder’s holding period for the note is more than one year. The deduction of capital losses is subject to certain limitations. United States Holders of notes should consult their tax advisors regarding the treatment of capital gains and losses.

The exchange of a note by a United States Holder for an exchange note pursuant to the registration statement of which this prospectus forms a part should not constitute a taxable exchange for United States federal income tax purposes. Accordingly, there should be no United States federal income tax consequences to United States Holders who exchange notes for exchange notes pursuant to the registration statement of which this prospectus forms a part, and any such holder should have the same adjusted tax basis and holding period in the exchange notes as such holder had in the notes immediately before the exchange. Under existing Treasury regulations relating to modifications and exchanges of debt instruments, any increase in the interest rate of notes resulting from the exchange offer not being consummated, or a shelf registration statement not being declared effective, would not be treated as a taxable exchange, as such change in interest rate would occur pursuant to the original terms of the notes.

Backup withholding and information reporting

Information reporting requirements will generally apply to payments of principal and interest on a note to a United States Holder, and to proceeds paid to a United States Holder from the sale or redemption of a note before maturity (collectively, “reportable payments”). The amount of any reportable payments, including interest, made

101

to the record United States Holders of notes (other than to holders which are exempt recipients) and the amount of tax withheld, if any, with respect to such payments will be reported to such United States Holders and to the Internal Revenue Service for each calendar year.

Additionally, we, our agent, a broker, the Trustee or any paying agent, as the case may be, will be required to deduct and withhold the applicable tax from any reportable payment that is subject to backup withholding if, among other things, a United States Holder fails to furnish his taxpayer identification number (social security or employer identification number), certify that such number is correct, certify that such holder is not subject to backup withholding or otherwise comply with the applicable requirements of the backup withholding rules. Certain United States Holders, including all corporations and financial institutions, are not subject to backup withholding and information reporting requirements for payments made in respect of the notes. Any amounts withheld under the backup withholding rules from a reportable payment to a United States Holder will be allowed as a credit against such United States Holder’s United States federal income tax and may entitle the holder to a refund, provided that the required information is furnished to the Internal Revenue Service.

United States federal income taxation of Foreign Holders

The following discussion is a summary of certain United States federal income and estate tax considerations to a Foreign Holder that holds a note. As used herein, the term “Foreign Holder” means a holder of a note that is, for United States federal income tax purposes, not a United States Holder, as defined above.

Payment of interest on notes

In general, no United States federal withholding tax under Sections 1441 and 1442 of the Code will be imposed with respect to (a) the payment of principal on a note owned by a Foreign Holder, and (b) the payment of interest on a note owned by a Foreign Holder (the “Portfolio Interest Exception”), provided that in the case of any payment of interest (1) the Foreign Holder or the Financial Institution holding the note on behalf of the Foreign Holder provides a statement, which may be provided on IRS Form W-8BEN, IRS Form W-8EXP, or IRS Form W-8IMY, as applicable (an “Owner’s Statement”), to us, our paying agent or the person who would otherwise be required to withhold tax, certifying, under penalties of perjury, that such Foreign Holder is not a United States person and providing the name and address of the Foreign Holder, (2) such interest is treated as not effectively connected with the Foreign Holder’s United States trade or business, (3) such interest payment is not made to a Foreign Holder within a foreign country that the Internal Revenue Service has listed on a list of countries having provisions inadequate to prevent United States tax evasion (although no such list has yet been issued), (4) interest payable with respect to the notes is not deemed contingent interest within the meaning of the portfolio debt provisions, (5) such Foreign Holder does not actually or constructively own 10% or more of the total combined voting power of all of the classes of stock of Aleris International, Inc. entitled to vote, (6) such Foreign Holder is not a controlled foreign corporation within the meaning of Section 957 of the Code that is related to us within the meaning of Section 864(d)(4) of the Code, and (7) the beneficial owner is not a bank whose receipt of interest on a note is described in Section 881(c)(3)(A) of the Code. As used herein, the term “Financial Institution” means a securities clearing organization, bank or other financial institution that holds customers’ securities in the ordinary course of its trade or business that holds a note on behalf of the owner of the note.

A Foreign Holder who does not qualify for the Portfolio Interest Exception would, under current law, generally be subject to United States federal withholding tax at a flat rate of 30% (or lower applicable treaty rate) on interest payments. However, a Foreign Holder will not be subject to the 30% withholding tax if such Foreign Holder provides us with a properly executed (1) IRS Form W-8BEN (or other applicable form) claiming an exemption from or reduction in withholding under the benefit of a tax treaty, or (2) IRS Form W-8ECI (or substitute form) stating that the interest paid on the notes is not subject to withholding tax because it is effectively connected with the beneficial owner’s conduct or trade or business in the United States.

Special rules may apply to certain Foreign Holders, such as “controlled foreign corporations,” “passive foreign investment companies,” “foreign personal holding companies,” Foreign Holders subject to United States

102

federal income tax on a net basis and certain U.S. expatriates, that are subject to special treatment under the Code. Such Foreign Holders should consult their own tax advisors to determine the United States federal, state, local and other tax consequences that may be relevant to them.

Sale, exchange or retirement of the notes

The 30% United States federal withholding tax will generally not apply to any gain that a Foreign Holder recognizes upon the redemption, retirement, sale, exchange or other disposition of a note.

In general, gain recognized by a Foreign Holder upon the redemption, retirement, sale, exchange or other disposition of a note will not be subject to United States federal income tax unless such gain or loss is effectively connected with a trade or business of such Foreign Holder in the United States (and, if an income tax treaty applies, such gain is attributable to a “permanent establishment” maintained by such Foreign Holder). However, a Foreign Holder may be subject to United States federal income tax at a flat rate of 30% (unless a lower applicable treaty rate applies) on any such gain if the Foreign Holder is an individual deemed to be present in the United States for 183 days or more during the taxable year of the disposition of the note and certain other requirements are met.

The exchange of a note by a Foreign Holder for an exchange note pursuant to the Exchange Offer Registration Statement should not constitute a taxable exchange for United States federal income tax purposes. Accordingly, there should be no United States federal income tax consequences to Foreign Holders who exchange notes for exchange notes pursuant to the Exchange Offer Registration Statement, and any such holder should have the same adjusted tax basis and holding period in the exchange notes as such holder had in the notes immediately before the exchange. Under existing Treasury regulations relating to modifications and exchanges of debt instruments, any increase in the interest rate of the notes resulting from the exchange offer not being consummated, or a shelf registration statement not being declared effective, would not be treated as a taxable exchange, as such change in interest rate would occur pursuant to the original terms of the notes.

Backup withholding and information reporting

Backup withholding and information reporting requirements generally do not apply to payments of interest made by us or a paying agent to Foreign Holders if the Owner’s Statement described above is received, provided that the payor does not have actual knowledge that the holder is a United States Holder. If any payments of interest are made to the beneficial owner of a note by or through the foreign office of a foreign custodian, foreign nominee or other foreign agent of such beneficial owner, or if the foreign office of a foreign “broker” (as defined in applicable Treasury regulations) pays principal or the proceeds of a sale or other disposition of a note to the seller thereof, backup withholding and information reporting also will not apply, assuming the applicable Owner’s Statement described above is received (and the payor does not have actual knowledge that the beneficial owner is a United States person) or the beneficial owner otherwise establishes an exemption. Information reporting requirements (but not backup withholding) may apply, however, to a payment of principal, the proceeds of a sale or other disposition of a note, or interest by a foreign office of a custodian, nominee, agent or broker that is (a) a United States person, (b) a foreign person that derives 50% or more of its gross income for certain periods from the conduct of a trade or business in the United States, (c) a “controlled foreign corporation” (generally, a foreign corporation controlled by certain United States shareholders) with respect to the United States, or, (d) a foreign partnership with certain connections to the United States, unless the broker has documentary evidence in its records that the holder is a Foreign Holder and certain other conditions are met or the holder otherwise establishes an exemption. Any payment of principal or the proceeds of a sale or other disposition of a note by a United States office of a broker is subject to both backup withholding and information reporting unless the holder provides the Owner’s Statement described above (and the payor does not have actual knowledge that the beneficial owner is a United States person) or otherwise establishes an exemption.

Federal estate taxes

Subject to applicable estate tax treaty provisions, notes beneficially owned at the time of death (or notes transferred before death but subject to certain retained rights or powers) by an individual who at the time of death

103

is a Foreign Holder will not be included in such Foreign Holder’s gross estate for United States federal estate tax purposes provided that (1) the individual does not actually or constructively own 10% or more of the total combined voting power of all classes of stock of Aleris International, Inc. entitled to vote, and (2) the interest payments with respect to such note would not have been, if received at the time of such individual’s death, effectively connected with the conduct of a U.S. trade or business by such individual Foreign Holder.

BOOK-ENTRY; DELIVERY AND FORM

The Global Notes

The exchange notes will be issued in the form of one or more global notes.

The global notes will be deposited on the issue date with The Depository Trust Company, or DTC, and registered in the name of Cede & Co., as nominee of DTC, or will remain in the custody of the trustee. Except as set forth below, the global notes may be transferred in whole, and not in part, solely to another nominee of DTC or a successor to DTC or its nominee. Ownership of beneficial interests in the global notes will be limited to persons that have accounts with DTC or persons that may hold interests through such participants. All interests in the global notes may be subject to the procedures and requirements of DTC and its direct and indirect participants.

Certain Book-Entry Procedures For The Global Notes

All interests in the global notes are subject to the operations and procedures of DTC. We provide the following summaries of those operations and procedures solely for the convenience of investors. The operations and procedures of DTC are controlled by DTC and may be changed at any time. We are not responsible for those operations or procedures, and investors are urged to contact DTC or its participants.

DTC has advised us that it is:

• a limited purpose trust company organized under the laws of the State of New York;

• a “banking organization” within the meaning of the New York State Banking Law;

• a member of the Federal Reserve System;

• a “clearing corporation” within the meaning of the Uniform Commercial Code; and

• a “clearing agency” registered under Section 17A of the Exchange Act.

DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between its participants through electronic book-entry changes to the accounts of its participants. DTC’s participants include securities brokers and dealers, including the initial purchasers; banks and trust companies; clearing corporations and other organizations. Indirect access to DTC’s system is also available to others such as banks, brokers, dealers and trust companies; these indirect participants clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly. Investors who are not DTC participants may beneficially own securities held by or on behalf of DTC only through DTC participants or indirect participants in DTC.

Under procedures established by DTC, upon deposit of each of the global notes, DTC will credit the accounts of the applicable participants having an interest in the global notes. Ownership of the notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC, with respect to the interests of participants, and the records of participants and the indirect participants, with respect to the interests of persons other than participants.

The laws of some jurisdictions may require that certain types of purchasers of notes take physical delivery of the notes in definitive form. Accordingly, the ability to transfer interests in the notes represented by a global note to these persons may be limited. In addition, because DTC can act only on behalf of its participants, who in

104

turn act on behalf of persons who hold interests through participants, the ability of a person having an interest in notes represented by a global note to pledge or transfer the interest to persons or entities that do not participate in DTC’s system, or to otherwise take actions in respect of the interest, may be affected by the lack of a physical definitive note in respect of the interest.

So long as DTC’s nominee is the registered owner of a global note, that nominee will be considered the sole owner or holder of the notes represented by that global note for all purposes under the indenture. Except as provided below, owners of beneficial interests in a global note:

• will not be entitled to have notes represented by the global note registered in their names;

• will not receive or be entitled to receive physical, certificated notes; and

• will not be considered the owners or holders of the notes under the indenture for any purpose, including with respect to the giving of any direction, instruction or approval to the trustee under the indenture.

As a result, each investor who owns a beneficial interest in a global note must rely on the procedures of DTC to exercise any rights of a holder of notes under the indenture (and, if the investor is not a participant or an indirect participant in DTC, on the procedures of the DTC participant through which the investor owns its interest).

We understand that under existing industry practice, in the event that we request any action of holders of notes, or a holder that is an owner of a beneficial interest in a global note desires to take any action that DTC, as the holder of such global note, is entitled to take, DTC would authorize the participants to take the action and the participants would authorize holders owning through the participants to take the action or would otherwise act upon the instruction of the holders. Neither we nor the trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of notes by DTC, or for maintaining, supervising or reviewing any records of DTC relating to the notes.

Payments of principal, premium (if any) and interest with respect to the notes represented by a global note will be made by the trustee to DTC’s nominee as the registered holder of the global note. Neither we nor the trustee will have any responsibility or liability for the payment of amounts to owners of beneficial interests in a global note, for any aspect of the records relating to or payments made on account of those interests by DTC, or for maintaining, supervising or reviewing any records of DTC relating to those interests.

Payments by participants and indirect participants in DTC to the owners of beneficial interests in a global note will be governed by standing instructions and customary industry practice and will be the responsibility of those participants or indirect participants and DTC.

Transfers between participants in DTC will be effected under DTC’s procedures and will be settled in same-day funds.

Certificated Notes

Notes in physical, certificated form will be issued and delivered to each person that DTC identifies as a beneficial owner of the related notes only if:

• DTC notifies us at any time that it is unwilling or unable to continue as depositary for the global notes and a successor depositary is not appointed within 90 days;

• DTC ceases to be registered as a clearing agency under the Exchange Act and a successor depositary is not appointed within 90 days;

• we, at our option, notify the trustee that we elect to cause the issuance of certificated notes; or

• certain other events provided in the indenture should occur.

105

PLAN OF DISTRIBUTION

Until 90 days after the date of this prospectus, all dealers effecting transactions in the exchange notes, whether or not participating in this distribution, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding 9% notes only where such outstanding 9% notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days from the date on which the exchange offer is consummated, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.

We will not receive any proceeds from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any exchange notes.

Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of such exchange notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

The exchange notes are a new issue of securities, and there is currently no established trading market for the notes. We do not intend to apply for the exchange notes to be listed on any securities exchange or to arrange for the exchange notes to be quoted on any quotation system. We cannot assure you that a liquid trading market will develop for the exchange notes, that you will be able to sell your exchange notes at a particular time or that the prices that you receive when you sell will be favorable.

106

LEGAL MATTERS

Certain legal matters relating to the exchange notes and the guarantees offered by this prospectus will be passed upon for the company by Fulbright & Jaworski L.L.P.

EXPERTS

The consolidated financial statements of Aleris, as amended, appearing in Aleris’ Annual Report on Form 10-K/A for the year ended December 31, 2003, have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report thereon included therein and incorporated herein by reference, which as to 2001 is based, in part, on the report of Arthur Andersen Wirtschaftsprüfunggesellschaft, Steuerberatunggesellschaft mbH (Arthur Andersen WS), independent auditors. Such consolidated financial statements are incorporated herein by reference in reliance upon the report of Ernst & Young LLP given on the authority of such firm as experts in auditing and accounting.

The financial statements of VAW-IMCO Guss and Recycling GmbH as of December 31, 2001 and for the year ended December 31, 2001 have been audited by Arthur Andersen WS, independent auditors, as stated in the copy of their report that is also incorporated by reference herein. The report is a copy of the previously issued Arthur Andersen WS report; it has not been reissued by that firm. After reasonable efforts, we have not been able to obtain the consent of Arthur Andersen WS to the incorporation by reference of their report herein. Because such firm has not consented to the incorporation by reference of their report, investors may not be able to recover against Arthur Andersen WS for any claims that investors may assert related to the financial statements audited by that firm.

The financial statements of Commonwealth as of December 31, 2002 and 2003, and for each of the three years in the period ended December 31, 2003, incorporated by reference to Commonwealth’s Current Report on Form 8-K/A dated October 21, 2004 in this prospectus and registration statement, have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

107

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. Indemnification of Directors and Officers

The Certificate of Incorporation and Bylaws of Aleris International, Inc. together provide that Aleris’ directors shall not be personally liable to Aleris or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for (i) any breach of the director’s duty of loyalty to Aleris or its stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law (the “DGCL”), or (iv) any transaction from which the director derived an improper personal benefit. The Certificate of Incorporation and Bylaws of Aleris also provide that if the DGCL is amended to permit further elimination of limitation of the personal liability of the directors, then the liability of Aleris’ directors shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

Aleris maintains directors’ and officers’ liability insurance against any actual or alleged error, misstatement, misleading statement, act, omission, neglect or breach of duty by any director or officer, excluding certain maters including fraudulent, dishonest or criminal acts or self-dealing.

DGCL Section 102(b)(7) provides that Aleris may indemnify a present or former director if such director conducted him or herself in good faith and reasonably believed, in the case of conduct in his or her official capacity, that his or her conduct was in Aleris’ best interests.

DGCL Section 145 provides that Aleris may indemnify its directors and officers, as well as other employees and individuals (each an “Indemnified Party”, and collectively, “Indemnified Parties”), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative, other than in connection with actions by or in the right of Aleris (a “derivative action”), if an Indemnified Party acted in good faith and in a manner such Indemnified Party reasonably believed to be in or not opposed to Aleris’ best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that Aleris may only indemnify an Indemnified Party for expenses (including attorneys’ fees) incurred in connection with the defense or settlement of such derivative action. Additionally, in the context of a derivative action, DGCL Section 145 requires a court approval before there can be any indemnification where an Indemnified Party has been found liable to Aleris. The statute provides that it is not exclusive of other indemnification arrangements that may be granted pursuant to a corporation’s charter, bylaws, disinterested director vote, stockholder vote, agreement or otherwise.

II-1

ITEM 21. Exhibits and Financial Statement Schedules

Exhibit No.	Description
3.1	Certificate of Incorporation of Aleris International, Inc., as amended.
3.2	Bylaws of Aleris International, Inc., as amended.
3.3	Certificate of Incorporation of Alchem Aluminum, Inc., as amended (incorporated by reference to Exhibit 3.4 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.4	Bylaws of Alchem Aluminum, Inc. (incorporated by reference to Exhibit 3.5 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.5	Certificate of Incorporation of Alchem Aluminum of Shelbyville, Inc., as amended (incorporated by reference to Exhibit 3.6 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.6	Bylaws of Alchem Aluminum of Shelbyville, Inc. (incorporated by reference to Exhibit 3.7 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.7	Restated Certificate of Incorporation of Commonwealth Industries, Inc., effective April 18, 1997 (incorporated by reference to Exhibit 3.1 to Commonwealth’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1997).
3.8	Bylaws of Commonwealth Industries, Inc., dated April 18, 1997 (incorporated by reference to Exhibit 3.2 to Commonwealth’s Annual Report on Form 10-K for the year ended December 31, 1999).
3.9	Certificate of Formation of CA Lewisport, LLC.
3.10	Limited Liability Company Agreement of CA Lewisport, LLC.
3.11	Certificate of Formation of CI Holdings, LLC.
3.12	Limited Liability Company Agreement of CI Holdings, LLC.
3.13	Certificate of Formation of Commonwealth Aluminum, LLC.
3.14	Limited Liability Company Agreement of Commonwealth Aluminum, LLC.
3.15	Amended Articles of Incorporation of Commonwealth Aluminum Concast, Inc., as amended.
3.16	Amended and Restated Code of Regulations of Commonwealth Aluminum Concast, Inc.
3.17	Certificate of Formation of Commonwealth Aluminum Lewisport, LLC, as amended.
3.18	Operating Agreement of Commonwealth Aluminum Lewisport, LLC.
3.19	Certificate of Formation of Commonwealth Aluminum Metals, LLC, as amended.
3.20	Operating Agreement of Commonwealth Aluminum Metals, LLC.
3.21	Restated Certificate of Incorporation of Commonwealth Aluminum Sales Corporation.
3.22	Amended and Restated Bylaws of Commonwealth Aluminum Sales Corporation.
3.23	Certificate of Formation of Commonwealth Aluminum Tube Enterprises, LLC., as amended.
3.24	Limited Liability Company Agreement of Commonwealth Aluminum Tube Enterprises, LLC.
3.25	Certificate of Incorporation of Gulf Reduction Corporation (incorporated by reference to Exhibit 3.8 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.26	Bylaws of Gulf Reduction Corporation (incorporated by reference to Exhibit 3.9 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.27	Certificate of Incorporation of IMCO Energy Corp. (incorporated by reference to Exhibit 3.10 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).

II-2

Exhibit No.	Description
3.28	Bylaws of IMCO Energy Corp. (incorporated by reference to Exhibit 3.11 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.29	Certificate of Limited Partnership of IMCO Indiana Partnership L.P. (incorporated by reference to Exhibit 3.12 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.30	Agreement of Limited Partnership of IMCO Indiana Partnership L.P. (incorporated by reference to Exhibit 3.13 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.31	Certificate of Incorporation of IMCO International, Inc., as amended (incorporated by reference to Exhibit 3.14 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.32	Bylaws of IMCO International, Inc. (incorporated by reference to Exhibit 3.15 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.33	Certificate of Incorporation of IMCO Investment Company (incorporated by reference to Exhibit 3.16 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.34	Bylaws of IMCO Investment Company (incorporated by reference to Exhibit 3.17 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.35	Certificate of Limited Partnership of IMCO Management Partnership L.P. (incorporated by reference to Exhibit 3.18 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.36	Agreement of Limited Partnership of IMCO Management Partnership L.P. (incorporated by reference to Exhibit 3.19 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.37	Certificate of Incorporation of IMCO Operations Services Company (incorporated by reference to Exhibit 3.20 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.38	Bylaws of IMCO Operations Services Company (incorporated by reference to Exhibit 3.21 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.39	Certificate of Incorporation of IMCO Recycling of California, Inc. (incorporated by reference to Exhibit 3.22 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.40	Bylaws of IMCO Recycling of California, Inc. (incorporated by reference to Exhibit 3.23 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.41	Certificate of Incorporation of IMCO Recycling of Idaho Inc., as amended (incorporated by reference to Exhibit 3.24 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.42	Bylaws of IMCO Recycling of Idaho Inc. (incorporated by reference to Exhibit 3.25 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.43	Articles of Incorporation of IMCO Recycling of Illinois Inc., as amended (incorporated by reference to Exhibit 3.26 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.44	Bylaws of IMCO Recycling of Illinois Inc. (incorporated by reference to Exhibit 3.27 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).

II-3

Exhibit No.	Description
3.45	Certificate of Incorporation of IMCO Recycling of Indiana Inc. (incorporated by reference to Exhibit 3.28 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.46	Bylaws of IMCO Recycling of Indiana Inc. (incorporated by reference to Exhibit 3.29 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.47	Certificate of Formation of IMCO Recycling of Michigan L.L.C., as amended (incorporated by reference to Exhibit 3.30 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.48	Operating Agreement of IMCO Recycling of Michigan L.L.C., as amended (incorporated by reference to Exhibit 3.31 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.49	Certificate of Incorporation of IMCO Recycling of Ohio Inc. (incorporated by reference to Exhibit 3.32 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.50	Bylaws of IMCO Recycling of Ohio Inc. (incorporated by reference to Exhibit 3.33 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.51	Certificate of Incorporation of IMCO Recycling of Utah Inc., as amended (incorporated by reference to Exhibit 3.34 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.52	Bylaws of IMCO Recycling of Utah Inc. (incorporated by reference to Exhibit 3.35 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.53	Certificate of Incorporation of IMCO Recycling Services Company (incorporated by reference to Exhibit 3.36 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.54	Bylaws of IMCO Recycling Services Company (incorporated by reference to Exhibit 3.37 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.55	Certificate of Incorporation of IMSAMET, Inc., as amended (incorporated by reference to Exhibit 3.38 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.56	Bylaws of IMSAMET, Inc. (incorporated by reference to Exhibit 3.39 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.57	Articles of Incorporation of Indiana Aluminum Inc. (incorporated by reference to Exhibit 3.40 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.58	Bylaws of Indiana Aluminum Inc. (incorporated by reference to Exhibit 3.41 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.59	Certificate of Incorporation of Interamerican Zinc, Inc. (incorporated by reference to Exhibit 3.42 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.60	Bylaws of Interamerican Zinc, Inc. (incorporated by reference to Exhibit 3.43 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.61	Certificate of Incorporation of MetalChem, Inc. (incorporated by reference to Exhibit 3.44 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.62	Bylaws of MetalChem, Inc. (incorporated by reference to Exhibit 3.45 to Amendment No. 1 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.63	Articles of Incorporation of Pittsburg Aluminum, Inc. (incorporated by reference to Exhibit 3.46 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).

II-4

Exhibit No.	Description
3.64	Bylaws of Pittsburg Aluminum, Inc. (incorporated by reference to Exhibit 3.47 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.65	Articles of Incorporation of Rock Creek Aluminum, Inc., as amended (incorporated by reference to Exhibit 3.48 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.66	Bylaws of Rock Creek Aluminum, Inc. (incorporated by reference to Exhibit 3.49 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.67	Certificate of Incorporation of Silver Fox Holding Company .
3.68	Bylaws of Silver Fox Holding Company.
3.69	Certificate of Incorporation of U.S. Zinc Corporation (incorporated by reference to Exhibit 3.50 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.70	Bylaws of U.S. Zinc Corporation (incorporated by reference to Exhibit 3.51 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.71	Articles of Incorporation of Western Zinc Corporation (incorporated by reference to Exhibit 3.52 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.72	Bylaws of Western Zinc Corporation (incorporated by reference to Exhibit 3.53 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.73	Certificate of Incorporation of Midwest Zinc Corporation, as amended (incorporated by reference to Exhibit 3.54 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.74	Bylaws of Midwest Zinc Corporation (incorporated by reference to Exhibit 3.55 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.75	Articles of Incorporation of U.S. Zinc Export Corporation (incorporated by reference to Exhibit 3.56 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.76	Bylaws of U.S. Zinc Export Corporation (incorporated by reference to Exhibit 3.57 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
12	Statement of Computation of Ratio of Earnings to Fixed Charges.
21	Subsidiaries of Aleris International, Inc. as of                     .
23.1	Consent of Ernst & Young LLP.
23.2	Consent of PricewaterhouseCoopers LLP.
24	Powers of Attorney of certain officers and directors of Aleris International, Inc. and Other Registrants (included on pages II-7 through II-46 hereof).
25*	Form T-1, Statement of Eligibility under the Trust Indenture Act of 1939 of LaSalle Bank National Association, as Trustee.

* To be filed by amendment.

II-5

ITEM 22. Undertakings

(a) The undersigned registrant hereby undertakes as follows:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act, that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been informed that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

(d) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

(e) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beachwood, State of Ohio, on February 3, 2005.

ALERIS INTERNATIONAL, INC.
By:	/S/    STEVEN J. DEMETRIOU
	Steven J. Demetriou
	Chairman of the Board and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Christopher R. Clegg and Michael D. Friday, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all further amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statement filed pursuant to Rule 462 under the Securities Act increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    STEVEN J. DEMETRIOU         Steven J. Demetriou	Chairman of the Board, Chief Executive Officer and Director (Principal Executive Officer)	February 3, 2005
/S/    MICHAEL D. FRIDAY         Michael D. Friday	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	February 3, 2005
/S/    JOHN E. BALKCOM         John E. Balkcom	Director	February 3, 2005
C. Frederick Fetterolf	Director
/s/    JOHN E. GRIMES         John E. Grimes	Director	February 3, 2005

II-7

Signature	Title	Date
Dale V. Kesler	Director
Larry E. Kittelberger	Director
/S/    PAUL E. LEGO         Paul E. Lego	Director	February 3, 2005
/S/    JOHN E. MEROW         John E. Merow	Director	February 3, 2005
/S/    HUGH G. ROBINSON         Hugh G. Robinson	Director	February 3, 2005

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beachwood, State of Ohio, on February 3, 2005.

ALCHEM ALUMINUM, INC.
By:	/S/    MICHAEL D. FRIDAY
	Michael D. Friday
	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Christopher R. Clegg and Michael D. Friday, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all further amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statement filed pursuant to Rule 462 under the Securities Act increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    MICHAEL D. FRIDAY         Michael D. Friday	President and Director (Principal Executive Officer)	February 3, 2005
/S/    SEAN M. STACK         Sean M. Stack	Senior Vice President, Treasurer, Assistant Secretary and Director (Principal Financial and Accounting Officer)	February 3, 2005
/S/    CHRISTOPHER R. CLEGG         Christopher R. Clegg	Director	February 3, 2005

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beachwood, State of Ohio, on February 3, 2005.

ALCHEM ALUMINUM OF SHELBYVILLE, INC.
By:	/S/    MICHAEL D. FRIDAY
	Michael D. Friday
	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Christopher R. Clegg and Michael D. Friday, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all further amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statement filed pursuant to Rule 462 under the Securities Act increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    MICHAEL D. FRIDAY         Michael D. Friday	President and Director (Principal Executive Officer)	February 3, 2005
/S/    SEAN M. STACK         Sean M. Stack	Senior Vice President, Treasurer, Assistant Secretary and Director (Principal Financial and Accounting Officer)	February 3, 2005
/S/    CHRISTOPHER R. CLEGG         Christopher R. Clegg	Director	February 3, 2005

II-10

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beachwood, State of Ohio, on February 3, 2005.

COMMONWEALTH INDUSTRIES, INC.
By:	/S/    MICHAEL D. FRIDAY
	Michael D. Friday
	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Christopher R. Clegg and Michael D. Friday, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all further amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statement filed pursuant to Rule 462 under the Securities Act increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    MICHAEL D. FRIDAY         Michael D. Friday	President and Director (Principal Executive Officer)	February 3, 2005
/S/    SEAN M. STACK         Sean M. Stack	Senior Vice President, Treasurer, Assistant Secretary and Director (Principal Financial and Accounting Officer)	February 3, 2005
/S/    CHRISTOPHER R. CLEGG         Christopher R. Clegg	Director	February 3, 2005

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beachwood, State of Ohio, on February 3, 2005.

CA LEWISPORT, LLC
By:	Commonwealth Industries, Inc., its Sole Member
By:	/S/    MICHAEL D. FRIDAY
	Michael D. Friday
	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Christopher R. Clegg and Michael D. Friday, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all further amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statement filed pursuant to Rule 462 under the Securities Act increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
	Commonwealth Industries, Inc.
By:	/S/    MICHAEL D. FRIDAY         Michael D. Friday	Member	February 3, 2005
	President

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beachwood, State of Ohio, on February 3, 2005.

CI HOLDINGS, LLC
By: Commonwealth Industries, Inc., its Sole Member
By:	/S/    MICHAEL D. FRIDAY
	Michael D. Friday President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Christopher R. Clegg and Michael D. Friday, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all further amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statement filed pursuant to Rule 462 under the Securities Act increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
	Commonwealth Industries, Inc.
By:	/S/    MICHAEL D. FRIDAY         Michael D. Friday President	Member	February 3, 2005

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beachwood, State of Ohio, on February 3, 2005.

COMMONWEALTH ALUMINUM, LLC
By:	Commonwealth Aluminum Concast, Inc., its Sole Member
By:	/S/    MICHAEL D. FRIDAY
	Michael D. Friday President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Christopher R. Clegg and Michael D. Friday, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all further amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statement filed pursuant to Rule 462 under the Securities Act increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
	Commonwealth Aluminum Concast, Inc.
By:	/S/    MICHAEL D. FRIDAY         Michael D. Friday President	Member	February 3, 2005

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beachwood, State of Ohio, on February 3, 2005.

COMMONWEALTH ALUMINUM CONCAST, INC.
By:	/S/    MICHAEL D. FRIDAY
	Michael D. Friday
	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Christopher R. Clegg and Michael D. Friday, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all further amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statement filed pursuant to Rule 462 under the Securities Act increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    MICHAEL D. FRIDAY         Michael D. Friday	President and Director (Principal Executive Officer)	February 3, 2005
/S/    SEAN M. STACK         Sean M. Stack	Senior Vice President, Treasurer, Assistant Secretary and Director (Principal Financial and Accounting Officer)	February 3, 2005
/S/    CHRISTOPHER R. CLEGG         Christopher R. Clegg	Director	February 3, 2005

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beachwood, State of Ohio, on February 3, 2005.

COMMONWEALTH ALUMINUM LEWISPORT, LLC
By:	CA Lewisport, LLC, its Manager
By:	/S/    MICHAEL D. FRIDAY
	Michael D. Friday
	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Christopher R. Clegg and Michael D. Friday, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all further amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statement filed pursuant to Rule 462 under the Securities Act increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
	CA Lewisport, LLC
By:	/S/    MICHAEL D. FRIDAY         Michael D. Friday	Manager and Member	February 3, 2005
	President

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beachwood, State of Ohio, on February 3, 2005.

COMMONWEALTH ALUMINUM METALS, LLC
By:	Commonwealth Aluminum Lewisport, LLC, its Sole Member
By:	/S/    MICHAEL D. FRIDAY
	Michael D. Friday
	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Christopher R. Clegg and Michael D. Friday, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all further amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statement filed pursuant to Rule 462 under the Securities Act increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
Commonwealth Aluminum Lewisport, LLC
By:	/S/    MICHAEL D. FRIDAY         Michael D. Friday President	Member	February 3, 2005

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beachwood, State of Ohio, on February 3, 2005.

COMMONWEALTH ALUMINUM SALES CORPORATION
By:	/S/    MICHAEL D. FRIDAY
	Michael D. Friday
	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Christopher R. Clegg and Michael D. Friday, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all further amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statement filed pursuant to Rule 462 under the Securities Act increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    MICHAEL D. FRIDAY         Michael D. Friday	President and Director (Principal Executive Officer)	February 3, 2005
/S/    SEAN M. STACK         Sean M. Stack	Senior Vice President, Treasurer, Assistant Secretary and Director (Principal Financial and Accounting Officer)	February 3, 2005
/S/    CHRISTOPHER R. CLEGG         Christopher R. Clegg	Director	February 3, 2005

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beachwood, State of Ohio, on February 3, 2005.

COMMONWEALTH ALUMINUM TUBE ENTERPRISES, LLC
By:	Commonwealth Aluminum Concast, Inc., its Sole Member
By:	/S/    MICHAEL D. FRIDAY
	Michael D. Friday
	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Christopher R. Clegg and Michael D. Friday, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all further amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statement filed pursuant to Rule 462 under the Securities Act increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
	Commonwealth Aluminum Concast, Inc.
By:	/s/    Michael D. Friday         Michael D. Friday	Member	February 3, 2005
	President

II-19

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beachwood, State of Ohio, on February 3, 2005.

GULF REDUCTION CORPORATION
By:	/S/    MICHAEL D. FRIDAY
	Michael D. Friday
	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Christopher R. Clegg and Michael D. Friday, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all further amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statement filed pursuant to Rule 462 under the Securities Act increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    MICHAEL D. FRIDAY         Michael D. Friday	President and Director (Principal Executive Officer)	February 3, 2005
/S/    SEAN M. STACK         Sean M. Stack	Senior Vice President, Treasurer, Assistant Secretary and Director (Principal Financial and Accounting Officer)	February 3, 2005
/S/    CHRISTOPHER R. CLEGG         Christopher R. Clegg	Director	February 3, 2005

II-20

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beachwood, State of Ohio, on February 3, 2005.

IMCO ENERGY CORP.
By:	/S/    MICHAEL D. FRIDAY
	Michael D. Friday
	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Christopher R. Clegg and Michael D. Friday, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all further amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statement filed pursuant to Rule 462 under the Securities Act increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    MICHAEL D. FRIDAY         Michael D. Friday	President and Director (Principal Executive Officer)	February 3, 2005
/S/    SEAN M. STACK          Sean M. Stack	Senior Vice President, Treasurer, Assistant Secretary and Director (Principal Financial and Accounting Officer)	February 3, 2005
/S/    CHRISTOPHER R. CLEGG         Christopher R. Clegg	Director	February 3, 2005

II-21

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beachwood, State of Ohio, on February 3, 2005.

IMCO INDIANA PARTNERSHIP L.P.
By:	IMCO Energy Corp., its General Partner
By:	/S/    MICHAEL D. FRIDAY
	Michael D. Friday
	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Christopher R. Clegg and Michael D. Friday, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all further amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statement filed pursuant to Rule 462 under the Securities Act increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    MICHAEL D. FRIDAY         Michael D. Friday	President and Director (Principal Executive Officer)	February 3, 2005
/S/    SEAN M. STACK          Sean M. Stack	Senior Vice President, Treasurer, Assistant Secretary and Director (Principal Financial and Accounting Officer)	February 3, 2005
/S/    CHRISTOPHER R. CLEGG         Christopher R. Clegg	Director	February 3, 2005

II-22

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beachwood, State of Ohio, on February 3, 2005.

IMCO INTERNATIONAL, INC.
By:	/S/    MICHAEL D. FRIDAY
	Michael D. Friday
	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Christopher R. Clegg and Michael D. Friday, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all further amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statement filed pursuant to Rule 462 under the Securities Act increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    MICHAEL D. FRIDAY         Michael D. Friday	President and Director (Principal Executive Officer)	February 3, 2005
/S/    SEAN M. STACK          Sean M. Stack	Senior Vice President, Treasurer, Assistant Secretary and Director (Principal Financial and Accounting Officer)	February 3, 2005
/S/    CHRISTOPHER R. CLEGG         Christopher R. Clegg	Director	February 3, 2005

II-23

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beachwood, State of Ohio, on February 3, 2005.

IMCO INVESTMENT COMPANY
By:	/S/    MICHAEL D. FRIDAY
	Michael D. Friday
	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Christopher R. Clegg and Michael D. Friday, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all further amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statement filed pursuant to Rule 462 under the Securities Act increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    MICHAEL D. FRIDAY         Michael D. Friday	President and Director (Principal Executive Officer)	February 3, 2005
/S/    SEAN M. STACK          Sean M. Stack	Senior Vice President, Treasurer, Assistant Secretary and Director (Principal Financial and Accounting Officer)	February 3, 2005
/S/    CHRISTOPHER R. CLEGG         Christopher R. Clegg	Director	February 3, 2005

II-24

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beachwood, State of Ohio, on February 3, 2005.

IMCO MANAGEMENT PARTNERSHIP L.P.
By:	Aleris International, Inc., its General Partner
By:	/S/    STEVEN J. DEMETRIOU
	Steven J. Demetriou
	Chairman of the Board and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Christopher R. Clegg and Michael D. Friday, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all further amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statement filed pursuant to Rule 462 under the Securities Act increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    STEVEN J. DEMETRIOU         Steven J. Demetriou	Director	February 3, 2005
/S/    JOHN E. BALKCOM         John E. Balkcom	Director	February 3, 2005
C. Frederick Fetterolf	Director
/S/    JOHN E. GRIMES         John E. Grimes	Director	February 3, 2005
Dale V. Kesler	Director

II-25

Signature	Title	Date
Larry E. Kittelberger	Director
/S/    PAUL E. LEGO         Paul E. Lego	Director	February 3, 2005
/S/    JOHN E. MEROW         John E. Merow	Director	February 3, 2005
/S/    HUGH G. ROBINSON         Hugh G. Robinson	Director	February 3, 2005

II-26

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beachwood, State of Ohio, on February 3, 2005.

IMCO OPERATIONS SERVICES COMPANY
By:	/S/    MICHAEL D. FRIDAY
	Michael D. Friday
	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Christopher R. Clegg and Michael D. Friday, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all further amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statement filed pursuant to Rule 462 under the Securities Act increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    MICHAEL D. FRIDAY         Michael D. Friday	President and Director (Principal Executive Officer)	February 3, 2005
/S/    SEAN M. STACK          Sean M. Stack	Senior Vice President, Treasurer, Assistant Secretary and Director (Principal Financial and Accounting Officer)	February 3, 2005
/S/    CHRISTOPHER R. CLEGG         Christopher R. Clegg	Director	February 3, 2005

II-27

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beachwood, State of Ohio, on February 3, 2005.

IMCO RECYCLING OF CALIFORNIA, INC.
By:	/S/    MICHAEL D. FRIDAY
	Michael D. Friday
	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Christopher R. Clegg and Michael D. Friday, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all further amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statement filed pursuant to Rule 462 under the Securities Act increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    MICHAEL D. FRIDAY         Michael D. Friday	President and Director (Principal Executive Officer)	February 3, 2005
/S/    SEAN M. STACK          Sean M. Stack	Senior Vice President, Treasurer, Assistant Secretary and Director (Principal Financial and Accounting Officer)	February 3, 2005
/S/    CHRISTOPHER R. CLEGG         Christopher R. Clegg	Director	February 3, 2005

II-28

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beachwood, State of Ohio, on February 3, 2005.

IMCO RECYCLING OF IDAHO INC.
By:	/S/    MICHAEL D. FRIDAY
	Michael D. Friday
	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Christopher R. Clegg and Michael D. Friday, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all further amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statement filed pursuant to Rule 462 under the Securities Act increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    MICHAEL D. FRIDAY         Michael D. Friday	President and Director (Principal Executive Officer)	February 3, 2005
/S/    SEAN M. STACK          Sean M. Stack	Senior Vice President, Treasurer, Assistant Secretary and Director (Principal Financial and Accounting Officer)	February 3, 2005
/S/    CHRISTOPHER R. CLEGG         Christopher R. Clegg	Director	February 3, 2005

II-29

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beachwood, State of Ohio, on February 3, 2005.

IMCO RECYCLING OF ILLINOIS INC.
By:	/S/    MICHAEL D. FRIDAY
	Michael D. Friday
	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Christopher R. Clegg and Michael D. Friday, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all further amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statement filed pursuant to Rule 462 under the Securities Act increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    MICHAEL D. FRIDAY         Michael D. Friday	President and Director (Principal Executive Officer)	February 3, 2005
/S/    SEAN M. STACK         Sean M. Stack	Senior Vice President, Treasurer, Assistant Secretary and Director (Principal Financial and Accounting Officer)	February 3, 2005
/S/    CHRISTOPHER R. CLEGG          Christopher R. Clegg	Director	February 3, 2005

II-30

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beachwood, State of Ohio, on February 3, 2005.

IMCO RECYCLING OF INDIANA INC.
By:	/S/    MICHAEL D. FRIDAY
	Michael D. Friday
	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Christopher R. Clegg and Michael D. Friday, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all further amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statement filed pursuant to Rule 462 under the Securities Act increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    MICHAEL D. FRIDAY         Michael D. Friday	President and Director (Principal Executive Officer)	February 3, 2005
/S/    SEAN M. STACK          Sean M. Stack	Senior Vice President, Treasurer, Assistant Secretary and Director (Principal Financial and Accounting Officer)	February 3, 2005
/S/    CHRISTOPHER R. CLEGG          Christopher R. Clegg	Director	February 3, 2005

II-31

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beachwood, State of Ohio, on February 3, 2005.

IMCO RECYCLING OF MICHIGAN L.L.C.
By:	Aleris International, Inc., its Manager
By:	/S/    STEVEN J. DEMETRIOU
	Steven J. Demetriou
	Chairman of the Board and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Christopher R. Clegg and Michael D. Friday, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all further amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statement filed pursuant to Rule 462 under the Securities Act increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
	Aleris International, Inc.
By:	/S/    STEVEN J. DEMETRIOU         Steven J. Demetriou Chairman of the Board and Chief Executive Officer	Manager and Member	February 3, 2005
	Alchem Aluminum, Inc.
By:	/S/    MICHAEL D. FRIDAY         Michael D. Friday President	Member	February 3, 2005

II-32

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beachwood, State of Ohio, on February 3, 2005.

IMCO RECYCLING OF OHIO INC.
By:	/S/    MICHAEL D. FRIDAY
	Michael D. Friday
	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Christopher R. Clegg and Michael D. Friday, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all further amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statement filed pursuant to Rule 462 under the Securities Act increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    MICHAEL D. FRIDAY         Michael D. Friday	President and Director (Principal Executive Officer)	February 3, 2005
/S/     SEAN M. STACK         Sean M. Stack	Senior Vice President, Treasurer, Assistant Secretary and Director (Principal Financial and Accounting Officer)	February 3, 2005
/S/    CHRISTOPHER R. CLEGG         Christopher R. Clegg	Director	February 3, 2005

II-33

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beachwood, State of Ohio, on February 3, 2005.

IMCO RECYCLING OF UTAH INC.
By:	/S/    MICHAEL D. FRIDAY
	Michael D. Friday
	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Christopher R. Clegg and Michael D. Friday, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all further amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statement filed pursuant to Rule 462 under the Securities Act increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    MICHAEL D. FRIDAY         Michael D. Friday	President and Director (Principal Executive Officer)	February 3, 2005
/S/    SEAN M. STACK         Sean M. Stack	Senior Vice President, Treasurer, Assistant Secretary and Director (Principal Financial and Accounting Officer)	February 3, 2005
/S/    CHRISTOPHER R. CLEGG         Christopher R. Clegg	Director	February 3, 2005

II-34

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beachwood, State of Ohio, on February 3, 2005.

IMCO RECYCLING SERVICES COMPANY
By:	/S/    MICHAEL D. FRIDAY
	Michael D. Friday
	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Christopher R. Clegg and Michael D. Friday, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all further amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statement filed pursuant to Rule 462 under the Securities Act increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

	Signature	Title	Date
/S/    MICHAEL D. FRIDAY         Michael D. Friday		President (Principal Executive Officer)	February 3, 2005
/S/    SEAN M. STACK         Sean M. Stack		Senior Vice President, Treasurer and Assistant Secretary (Principal Financial and Accounting Officer)	February 3, 2005
Indiana Aluminium Inc.
By:	/S/    MICHAEL D. FRIDAY	Shareholder*	February 3, 2005
	Michael D. Friday President

* IMCO Recycling Services Company is managed by its sole stockholder in lieu of a board of directors

II-35

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beachwood, State of Ohio, on February 3, 2005.

IMSAMET, INC.
By:	/S/    MICHAEL D. FRIDAY
	Michael D. Friday
	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Christopher R. Clegg and Michael D. Friday, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all further amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statement filed pursuant to Rule 462 under the Securities Act increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    MICHAEL D. FRIDAY         Michael D. Friday	President and Director (Principal Executive Officer)	February 3, 2005
/S/    SEAN M. STACK         Sean M. Stack	Senior Vice President, Treasurer, Assistant Secretary and Director (Principal Financial and Accounting Officer)	February 3, 2005
/S/    CHRISTOPHER R. CLEGG         Christopher R. Clegg	Director	February 3, 2005

II-36

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beachwood, State of Ohio, on February 3, 2005.

INDIANA ALUMINUM INC.
By:	/S/    MICHAEL D. FRIDAY
	Michael D. Friday
	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Christopher R. Clegg and Michael D. Friday, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all further amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statement filed pursuant to Rule 462 under the Securities Act increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    MICHAEL D. FRIDAY         Michael D. Friday	President and Director (Principal Executive Officer)	February 3, 2005
/S/    SEAN M. STACK         Sean M. Stack	Senior Vice President, Treasurer, Assistant Secretary and Director (Principal Financial and Accounting Officer)	February 3, 2005
/S/    CHRISTOPHER R. CLEGG         Christopher R. Clegg	Director	February 3, 2005

II-37

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beachwood, State of Ohio, on February 3, 2005.

INTERAMERICAN ZINC, INC.
By:	/S/    MICHAEL D. FRIDAY
	Michael D. Friday
	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Christopher R. Clegg and Michael D. Friday, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all further amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statement filed pursuant to Rule 462 under the Securities Act increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    MICHAEL D. FRIDAY         Michael D. Friday	President and Director (Principal Executive Officer)	February 3, 2005
/S/    SEAN M. STACK         Sean M. Stack	Senior Vice President, Treasurer, Assistant Secretary and Director (Principal Financial and Accounting Officer)	February 3, 2005
/S/    CHRISTOPHER R. CLEGG         Christopher R. Clegg	Director	February 3, 2005

II-38

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beachwood, State of Ohio, on February 3, 2005.

METALCHEM, INC.
By:	/S/    MICHAEL D. FRIDAY
	Michael D. Friday
	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Christopher R. Clegg and Michael D. Friday, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all further amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statement filed pursuant to Rule 462 under the Securities Act increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    MICHAEL D. FRIDAY         Michael D. Friday	President and Director (Principal Executive Officer)	February 3, 2005
/S/    SEAN M. STACK         Sean M. Stack	Senior Vice President, Treasurer, Assistant Secretary and Director (Principal Financial and Accounting Officer)	February 3, 2005
/S/    CHRISTOPHER R. CLEGG         Christopher R. Clegg	Director	February 3, 2005

II-39

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beachwood, State of Ohio, on February 3, 2005.

PITTSBURG ALUMINUM, INC.
By:	/S/    MICHAEL D. FRIDAY
	Michael D. Friday
	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Christopher R. Clegg and Michael D. Friday, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all further amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statement filed pursuant to Rule 462 under the Securities Act increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    MICHAEL D. FRIDAY         Michael D. Friday	President and Director (Principal Executive Officer)	February 3, 2005
/S/    SEAN M. STACK         Sean M. Stack	Senior Vice President, Treasurer, Assistant Secretary and Director (Principal Financial and Accounting Officer)	February 3, 2005
/S/    CHRISTOPHER R. CLEGG         Christopher R. Clegg	Director	February 3, 2005

II-40

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beachwood, State of Ohio, on February 3, 2005.

ROCK CREEK ALUMINUM, INC.
By:	/S/    MICHAEL D. FRIDAY
	Michael D. Friday
	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Christopher R. Clegg and Michael D. Friday, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all further amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statement filed pursuant to Rule 462 under the Securities Act increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    MICHAEL D. FRIDAY         Michael D. Friday	President and Director (Principal Executive Officer)	February 3, 2005
/S/    SEAN M. STACK         Sean M. Stack	Senior Vice President, Treasurer, Assistant Secretary and Director (Principal Financial and Accounting Officer)	February 3, 2005
/S/    CHRISTOPHER R. CLEGG         Christopher R. Clegg	Director	February 3, 2005

II-41

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beachwood, State of Ohio, on February 3, 2005.

SILVER FOX HOLDING COMPANY
By:	/S/    MICHAEL D. FRIDAY
	Michael D. Friday
	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Christopher R. Clegg and Michael D. Friday, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all further amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statement filed pursuant to Rule 462 under the Securities Act increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    MICHAEL D. FRIDAY         Michael D. Friday	President and Director (Principal Executive Officer)	February 3, 2005
/S/    SEAN M. STACK         Sean M. Stack	Senior Vice President, Treasurer, Assistant Secretary and Director (Principal Financial and Accounting Officer)	February 3, 2005
/S/    CHRISTOPHER R. CLEGG         Christopher R. Clegg	Director	February 3, 2005

II-42

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beachwood, State of Ohio, on February 3, 2005.

U.S. ZINC CORPORATION
By:	/S/    MICHAEL D. FRIDAY
	Michael D. Friday
	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Christopher R. Clegg and Michael D. Friday, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all further amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statement filed pursuant to Rule 462 under the Securities Act increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    MICHAEL D. FRIDAY         Michael D. Friday	President and Director (Principal Executive Officer)	February 3, 2005
/S/    SEAN M. STACK         Sean M. Stack	Senior Vice President, Treasurer, Assistant Secretary and Director (Principal Financial and Accounting Officer)	February 3, 2005
/S/    CHRISTOPHER R. CLEGG         Christopher R. Clegg	Director	February 3, 2005

II-43

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beachwood, State of Ohio, on February 3, 2005.

WESTERN ZINC CORPORATION
By:	/S/    MICHAEL D. FRIDAY
	Michael D. Friday
	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Christopher R. Clegg and Michael D. Friday, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all further amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statement filed pursuant to Rule 462 under the Securities Act increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    MICHAEL D. FRIDAY         Michael D. Friday	President and Director (Principal Executive Officer)	February 3, 2005
/S/    SEAN M. STACK         Sean M. Stack	Senior Vice President, Treasurer, Assistant Secretary and Director (Principal Financial and Accounting Officer)	February 3, 2005
/S/    CHRISTOPHER R. CLEGG         Christopher R. Clegg	Director	February 3, 2005

II-44

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beachwood, State of Ohio, on February 3, 2005.

MIDWEST ZINC CORPORATION
By:	/S/    MICHAEL D. FRIDAY
	Michael D. Friday
	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Christopher R. Clegg and Michael D. Friday, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all further amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statement filed pursuant to Rule 462 under the Securities Act increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    MICHAEL D. FRIDAY         Michael D. Friday	President and Director (Principal Executive Officer)	February 3, 2005
/S/    SEAN M. STACK         Sean M. Stack	Senior Vice President, Treasurer, Assistant Secretary and Director (Principal Financial and Accounting Officer)	February 3, 2005
/S/    CHRISTOPHER R. CLEGG         Christopher R. Clegg	Director	February 3, 2005

II-45

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beachwood, State of Ohio, on February 3, 2005.

U.S. ZINC EXPORT CORPORATION
By:	/S/    MICHAEL D. FRIDAY
	Michael D. Friday
	President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Christopher R. Clegg and Michael D. Friday, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign, execute and file this registration statement under the Securities Act and any and all further amendments (including, without limitation, post-effective amendments and any amendment or amendments or additional registration statement filed pursuant to Rule 462 under the Securities Act increasing the amount of securities for which registration is being sought) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with the applicable state securities laws, and to file the same, together with other documents in connection therewith, with the appropriate state securities authorities, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/    MICHAEL D. FRIDAY         Michael D. Friday	President and Director (Principal Executive Officer)	February 3, 2005
/S/    SEAN M. STACK         Sean M. Stack	Senior Vice President, Treasurer, Assistant Secretary and Director (Principal Financial and Accounting Officer)	February 3, 2005
/S/    CHRISTOPHER R. CLEGG         Christopher R. Clegg	Director	February 3, 2005

II-46

EXHIBIT INDEX

Exhibit No.	Description
3.1	Certificate of Incorporation of Aleris International, Inc., as amended.
3.2	Bylaws of Aleris International, Inc., as amended.
3.3	Certificate of Incorporation of Alchem Aluminum, Inc., as amended (incorporated by reference to Exhibit 3.4 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.4	Bylaws of Alchem Aluminum, Inc. (incorporated by reference to Exhibit 3.5 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.5	Certificate of Incorporation of Alchem Aluminum of Shelbyville, Inc., as amended (incorporated by reference to Exhibit 3.6 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.6	Bylaws of Alchem Aluminum of Shelbyville, Inc. (incorporated by reference to Exhibit 3.7 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.7	Restated Certificate of Incorporation of Commonwealth Industries, Inc., effective April 18, 1997 (incorporated by reference to Exhibit 3.1 to Commonwealth’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1997).
3.8	Bylaws of Commonwealth Industries, Inc., dated April 18, 1997 (incorporated by reference to Exhibit 3.2 to Commonwealth’s Annual Report on Form 10-K for the year ended December 31, 1999).
3.9	Certificate of Formation of CA Lewisport, LLC.
3.10	Limited Liability Company Agreement of CA Lewisport, LLC.
3.11	Certificate of Formation of CI Holdings, LLC.
3.12	Limited Liability Company Agreement of CI Holdings, LLC.
3.13	Certificate of Formation of Commonwealth Aluminum, LLC.
3.14	Limited Liability Company Agreement of Commonwealth Aluminum, LLC.
3.15	Amended Articles of Incorporation of Commonwealth Aluminum Concast, Inc.
3.16	Amended and Restated Code of Regulations of Commonwealth Aluminum Concast, Inc.
3.17	Certificate of Formation of Commonwealth Aluminum Lewisport, LLC, as amended.
3.18	Operating Agreement of Commonwealth Aluminum Lewisport, LLC.
3.19	Certificate of Formation of Commonwealth Aluminum Metals, LLC, as amended.
3.20	Operating Agreement of Commonwealth Aluminum Metals, LLC.
3.21	Restated Certificate of Incorporation of Commonwealth Aluminum Sales Corporation.
3.22	Bylaws of Commonwealth Aluminum Sales Corporation.
3.23	Certificate of Formation of Commonwealth Aluminum Tube Enterprises, LLC., as amended.
3.24	Limited Liability Company Agreement of Commonwealth Aluminum Tube Enterprises, LLC.
3.25	Certificate of Incorporation of Gulf Reduction Corporation (incorporated by reference to Exhibit 3.8 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.26	Bylaws of Gulf Reduction Corporation (incorporated by reference to Exhibit 3.9 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).

II-47

Exhibit No.	Description
3.27	Certificate of Incorporation of IMCO Energy Corp. (incorporated by reference to Exhibit 3.10 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.28	Bylaws of IMCO Energy Corp. (incorporated by reference to Exhibit 3.11 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.29	Certificate of Limited Partnership of IMCO Indiana Partnership L.P. (incorporated by reference to Exhibit 3.12 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.30	Agreement of Limited Partnership of IMCO Indiana Partnership L.P. (incorporated by reference to Exhibit 3.13 to Aleris Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.31	Certificate of Incorporation of IMCO International, Inc., as amended (incorporated by reference to Exhibit 3.14 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.32	Bylaws of IMCO International, Inc. (incorporated by reference to Exhibit 3.15 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.33	Certificate of Incorporation of IMCO Investment Company (incorporated by reference to Exhibit 3.16 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.34	Bylaws of IMCO Investment Company (incorporated by reference to Exhibit 3.17 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.35	Certificate of Limited Partnership of IMCO Management Partnership L.P. (incorporated by reference to Exhibit 3.18 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.36	Agreement of Limited Partnership of IMCO Management Partnership L.P. (incorporated by reference to Exhibit 3.19 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.37	Certificate of Incorporation of IMCO Operations Services Company (incorporated by reference to Exhibit 3.20 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.38	Bylaws of IMCO Operations Services Company (incorporated by reference to Exhibit 3.21 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.39	Certificate of Incorporation of IMCO Recycling of California, Inc. (incorporated by reference to Exhibit 3.22 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.40	Bylaws of IMCO Recycling of California, Inc. (incorporated by reference to Exhibit 3.23 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.41	Certificate of Incorporation of IMCO Recycling of Idaho Inc., as amended (incorporated by reference to Exhibit 3.24 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.42	Bylaws of IMCO Recycling of Idaho Inc. (incorporated by reference to Exhibit 3.25 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.43	Articles of Incorporation of IMCO Recycling of Illinois Inc., as amended (incorporated by reference to Exhibit 3.26 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).

II-48

Exhibit No.	Description
3.44	Bylaws of IMCO Recycling of Illinois Inc. (incorporated by reference to Exhibit 3.27 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.45	Certificate of Incorporation of IMCO Recycling of Indiana Inc. (incorporated by reference to Exhibit 3.28 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.46	Bylaws of IMCO Recycling of Indiana Inc. (incorporated by reference to Exhibit 3.29 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.47	Certificate of Formation of IMCO Recycling of Michigan L.L.C., as amended (incorporated by reference to Exhibit 3.30 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.48	Operating Agreement of IMCO Recycling of Michigan L.L.C., as amended (incorporated by reference to Exhibit 3.31 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.49	Certificate of Incorporation of IMCO Recycling of Ohio Inc. (incorporated by reference to Exhibit 3.32 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.50	Bylaws of IMCO Recycling of Ohio Inc. (incorporated by reference to Exhibit 3.33 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.51	Certificate of Incorporation of IMCO Recycling of Utah Inc., as amended (incorporated by reference to Exhibit 3.34 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.52	Bylaws of IMCO Recycling of Utah Inc. (incorporated by reference to Exhibit 3.35 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.53	Certificate of Incorporation of IMCO Recycling Services Company (incorporated by reference to Exhibit 3.36 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.54	Bylaws of IMCO Recycling Services Company (incorporated by reference to Exhibit 3.37 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.55	Certificate of Incorporation of IMSAMET, Inc., as amended (incorporated by reference to Exhibit 3.38 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.56	Bylaws of IMSAMET, Inc. (incorporated by reference to Exhibit 3.39 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.57	Articles of Incorporation of Indiana Aluminum Inc. (incorporated by reference to Exhibit 3.40 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.58	Bylaws of Indiana Aluminum Inc. (incorporated by reference to Exhibit 3.41 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.59	Certificate of Incorporation of Interamerican Zinc, Inc. (incorporated by reference to Exhibit 3.42 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.60	Bylaws of Interamerican Zinc, Inc. (incorporated by reference to Exhibit 3.43 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.61	Certificate of Incorporation of MetalChem, Inc. (incorporated by reference to Exhibit 3.44 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.62	Bylaws of MetalChem, Inc. (incorporated by reference to Exhibit 3.45 to Amendment No. 1 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).

II-49

Exhibit No.	Description
3.63	Articles of Incorporation of Pittsburg Aluminum, Inc. (incorporated by reference to Exhibit 3.46 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.64	Bylaws of Pittsburg Aluminum, Inc. (incorporated by reference to Exhibit 3.47 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.65	Articles of Incorporation of Rock Creek Aluminum, Inc., as amended (incorporated by reference to Exhibit 3.48 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.66	Bylaws of Rock Creek Aluminum, Inc. (incorporated by reference to Exhibit 3.49 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.67	Certificate of Incorporation of Silver Fox Holding Company .
3.68	Bylaws of Silver Fox Holding Company.
3.69	Certificate of Incorporation of U.S. Zinc Corporation (incorporated by reference to Exhibit 3.50 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.70	Bylaws of U.S. Zinc Corporation (incorporated by reference to Exhibit 3.51 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.71	Articles of Incorporation of Western Zinc Corporation (incorporated by reference to Exhibit 3.52 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.72	Bylaws of Western Zinc Corporation (incorporated by reference to Exhibit 3.53 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.73	Certificate of Incorporation of Midwest Zinc Corporation, as amended (incorporated by reference to Exhibit 3.54 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.74	Bylaws of Midwest Zinc Corporation (incorporated by reference to Exhibit 3.55 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.75	Articles of Incorporation of U.S. Zinc Export Corporation (incorporated by reference to Exhibit 3.56 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
3.76	Bylaws of U.S. Zinc Export Corporation (incorporated by reference to Exhibit 3.57 to Aleris’ Registration Statement on Form S-4 (Reg. No. 333-112152), filed on January 23, 2004).
12	Statement of Computation of Ratio of Earnings to Fixed Charges.
21	Subsidiaries of Aleris International, Inc. as of                     .
23.1	Consent of Ernst & Young LLP.
23.2	Consent of PricewaterhouseCoopers LLP.
24	Powers of Attorney of certain officers and directors of Aleris International, Inc. and Other Registrants (included in pages II-7 through II-46 hereof).
25*	Form T-1, Statement of Eligibility under the Trust Indenture Act of 1939 of LaSalle Bank National Association, as Trustee.

* To be filed by amendment.

II-50

EX-3.1

Exhibit 3.1

[FILED STAMP]

CERTIFICATE OF INCORPORATION

OF

FRONTIER TEXAS CORPORATION

FIRST. The name of the corporation is Frontier Texas Corporation.

SECOND. The address of its registered office in the State of Delaware is 1209 Orange Street, Wilmington, Delaware 19801, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

THIRD. The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH. The total number of shares of stock which the corporation shall have authority to issue is Twenty Million (20,000,000), and the par value of each share, designated as “Common Stock”, is Ten Cents ($0.10), amounting in the aggregate to Two Million Dollars ($2,000,000).

FIFTH. Cumulative voting for the election of directors shall not be permitted.

SIXTH. The number of directors shall be fixed in the manner provided in the By-Laws of the corporation, and until changed in the manner provided in the By-Laws shall be five (5): and the names and mailing addresses of those who are to serve as directors until the first annual meeting of the stockholders, or until their successors be elected and qualified, are as follows:

Name	Address
Larry Thrasher	2828 Diamond Shamrock Tower Dallas, Texas 75201
Robert D. Liscombe	2828 Diamond Shamrock Tower Dallas, Texas 75201
Michael Caolo	Plaza of the Americas South Tower, Suite 2100 Dallas, Texas 75201
Dr. Jack M. Brundertt	617 Durango Circle North Irving, Texas 75062
John B. Tuthill	11745 Valleydale Dallas, Texas 75230

SEVENTH. The board of directors of the corporation shall have power to make, alter or repeal By-Laws of the corporation, subject to such restrictions upon the exercise of such power as may be imposed by the stockholders in any By-Laws adopted by them from time to time.

EIGHTH. The name and mailing address of the incorporator is Larry Thrasher, 2828 Diamond Shamrock Tower, Dallas, Texas 75201.

The undersigned, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does make this certificate, hereby declaring and certifying that this is his act and deed and the facts herein stated are true, and accordingly has hereunto set his hand this 12^th day of February, 1985.

/s/ Larry Thrasher

Larry Thrasher

THE STATE OF TEXAS	)
	)
COUNTY OF DALLAS	)

BE IT REMEMBERED that on this 12^th day of February, 1985, personally came before me, a Notary Public for the State of Texas, Larry Thrasher, the person who signed the foregoing certificate of incorporation, known to me personally to be such, and acknowledged the said certificate to be his act and deed and that the facts therein stated are true.

GIVEN UNDER MY HAND AND SEAL of office the day and year aforesaid.

	/s/ Barbara Thorn
	Notary Public in and for Dallas County, Texas
(SEAL)	BARBARA THORN, Notary Public in and for the State of Texas My commission expires May 4, 1987

My Commission Expires:

5-4-87

-3-

[FILED STAMP]

ARTICLES OF AMENDMENT TO THE

CERTIFICATE OF INCORPORATION OF

FRONTIER TEXAS CORPORATION

Pursuant to the provisions of Section 242 of the Delaware General Corporation Law, the undersigned corporation adopts the following Articles of Amendment to its Certificate of Incorporation:

ARTICLE ONE

The name of the corporation is Frontier Texas Corporation.

ARTICLE TWO

The following amendment to the Certificate of Incorporation was adopted by the directors and majority shareholders of the corporation on August 21, 1986 and September 16, 1986, respectively. The amendment, alters the original Certificate of Incorporation. The nature and full text of the amendment is as follows:

Article Eighth is amended by deleting the original Article Eighth and substituting therefor a new Article which shall read in its entirety as follows:

ARTICLE EIGHTH

The corporation shall indemnify the directors and officers to the extent permitted by the Delaware General Corporation Law. A director of the corporation shall not be held personally liable to the corporation or its shareholders for monetary damages for breach of a director’s fiduciary duty of care, except that a director shall continue to be held personally liable for (i) breach of the duty of loyalty, (ii) failure to act in good faith, (iii) engaging in intentional misconduct or knowingly violating a law, (iv) paying a dividend or approving a stock repurchase which was illegal under Delaware law or (v) obtaining an improper personal benefit. A director’s personal liability for violation of the federal securities laws and for any act or omission occurring prior to the date this provision becomes effective, and the availability of equitable remedies for breach of a director’s fiduciary duty shall not be limited by this Article in any way.

ARTICLE THREE

Original Article Eighth of the Certificate of Incorporation shall be renumbered Article Ninth, but shall not be changed in any other manner.

ARTICLE FOUR

The amendments stated herein do not effect a change in the amount of stated capital of the corporation.

Dated as of this 18^th day of September, 1986.

FRONTIER TEXAS CORPORATION
By:	/s/ Larry Thrasher
	Larry Thrasher, President
ATTEST: By:	/s/ Marietta Allen
	Marietta Allen, Secretary

THE STATE OF TEXAS	§
	§
COUNTY OF DALLAS	§

BEFORE ME, a notary public, on this day personally appeared Larry Thrasher, known to me to be the President of Frontier Texas Corporation and the person whose name is subscribed to the foregoing instrument, and, being by me first duly sworn, declared that the statements therein contained are true and correct.

GIVEN UNDER MY HAND AND SEAL OF OFFICE this 18^th day of September, 1986.

[SEAL]

/s/ Beverly Johnson

Notary Public in and for the

State of Texas

Printed Name of Notary

Beverly Johnson

My Commission Expires :

March 22,1989

-2-

[FILED STAMP]

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

INTERNATIONAL METAL CO., AN OKLAHOMA CORPORATION

INTO

FRONTIER TEXAS CORPORATION, A DELAWARE CORPORATION

(PURSUANT TO SECTION 253 OF THE

GENERAL CORPORATION LAW OF DELAWARE)

Frontier Texas Corporation, a corporation incorporated on the fourteenth day of February, 1985, pursuant to the provisions of the General Corporation Law of the State of Delaware does hereby certify that it owns at least ninety percent (90%) of the outstanding shares of each class of capital stock of International Metal Co., a corporation incorporated under the laws of the State of Oklahoma, and that it, pursuant to resolutions of the Board of Directors, duly adopted by the unanimous written consent of the members thereof on October 3, 1988, determined to and did merge into itself International Metal Co., an Oklahoma corporation, which resolutions are in the following words, to wit:

WHEREAS, Frontier Texas Corporation (“Frontier”) is a corporation duly organized and validly existing under the laws of the State of Delaware; and

WHEREAS, International Metal Co. (“IMCO”) is a corporation duly organized and validly existing under the laws of the State of Oklahoma; and

WHEREAS, the undersigned directors deem it to be in the best interests of Frontier and IMCO to merge IMCO with and into Frontier pursuant to a Plan and Agreement of Merger (the “Merger Agreement”); now, therefore, be it

RESOLVED, that the form, terms and provisions of the Merger Agreement be, and the same hereby are, approved and adopted in all respects and that, pursuant to such Merger Agreement, IMCO merge with and into Frontier (the “Merger”), with the result that Frontier will be the surviving corporation; and

FURTHER RESOLVED, that each share of the Common Stock of IMCO issued and outstanding immediately prior to the Merger pursuant to the terms of the Merger Agreement shall be converted into 68,222 shares of the Common Stock of Frontier; provided, however, that each share of the Common Stock of IMCO held by Frontier shall be cancelled; and

FURTHER RESOLVED, that the President or a Vice President and the Secretary or any Assistant Secretary of Frontier be, and they hereby are, authorized, empowered and directed, for and in the name and on behalf of Frontier, to execute the Merger Agreement, any Certificate of Merger and the Certificate of Ownership and Merger in the form any such officer shall deem appropriate and any other certificates, articles, instruments and other documents in form and substance as any such officer shall deem appropriate, all as may be required by the laws of the States of Delaware and Oklahoma, to waive any and all conditions and to do all things necessary or helpful to carry out the purposes of the foregoing resolutions and the Merger Agreement adopted thereby, and all acts and deeds of the officers and agents of Frontier which are consistent with the purposes and intent of the above resolutions shall be, and the same hereby are, in all respects, ratified, approved, confirmed and adopted as the acts and deeds of Frontier; and

FURTHER RESOLVED, that the Certificate of Incorporation of Frontier, upon consummation of the Merger shall be amended to change the name of Frontier to “IMCO Recycling Inc.,” and that the President or a Vice President and the Secretary or any Assistant Secretary of Frontier be, and they hereby are, authorized, empowered and directed, for and in the name of and on behalf of Frontier, to take any and all actions any such officer shall deem appropriate in order to effectuate the aforementioned Merger and related transactions, and all acts and deeds of the officers and agents of Frontier which are consistent with the purpose and intent of this resolution shall be, and the same hereby are, in all respects ratified, approved, confirmed and adopted as the acts and deeds of Frontier.

IN WITNESS WHEREOF, Frontier Texas Corporation has caused this Certificate to be signed by its President and attested by its Secretary, and its corporate seal to be affixed, the 3rd day of October, 1988.

By:	/s/ Ralph L. Cheek
	Ralph L. Cheek, President

ATTEST:

/s/ Paul V. Dufour

Paul V. Dufour, Secretary

(Seal)

- 2 -

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 12:10 PM 05/07/1991

911275200 - 2055006

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

IMCO RECYCLING INC.

IMCO RECYCLING INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Company”), DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of the Company, resolutions were duly adopted setting forth a proposed amendment to the Certificate of Incorporation of the Company, declaring such amendment to be advisable and directing that the proposed amendment be submitted to the stockholders of the Company for their consideration and approval at the next annual meeting of the stockholders. The resolutions setting forth the proposed amendment are as follows:

FURTHER RESOLVED, that the Board of Directors of the Company declares it advisable to adopt an amendment providing for the authorization for issue of up to 8,000,000 shares of Preferred Stock, par value $0.10 per share, upon the determination of the Board of Directors (the “Amendment”), to Article FOURTH of the Certificate of Incorporation of the Company so that such Article FOURTH shall read in its entirety as follows:

“FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 28,000,000, 8,000,000 of such shares to be classified as preferred stock (the “Preferred Stock”), par value $0.10 per share, and 20,000,000 of such shares to be classified as common stock (the “Common Stock”), par value $0.10 per share.

The designations and the powers, preferences, rights, qualifications, limitations, and restrictions of the Preferred Stock and the Common Stock of the Corporation are as follows:

A. Provisions Relating to the Preferred Stock.

1. The Preferred Stock may be issued from time to time in one or more series, the shares of each series to have such designations and powers, preferences, rights, qualifications, limitations, and restrictions thereof as are stated and expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors of the Corporation as hereafter prescribed.

2. Authority is hereby expressly granted to and vested in the Board of Directors of the Corporation to authorize the issuance of the Preferred Stock from time to time in one or more series, and with respect to each series of the Preferred Stock, to fix and state by the resolution or resolutions from time to time adopted providing for the issuance thereof the following:

(i) whether or not shares of a series shall have voting rights, full, special, or limited, or shall be without voting rights, and whether or not the holders of such shares are to be entitled to vote as a separate class either alone or together with the holders of one or more other classes or series of stock;

(ii) the number of shares to constitute the series and the designations thereof;

(iii) the preferences, and relative, participating, optional, or other special rights, if any, and the qualifications, limitations, or restrictions thereof, if any, with respect to any series;

(iv) whether or not the shares of any series shall be redeemable at the option of the Corporation or the holders thereof or upon the happening of any specified event, and, if redeemable, the redemption price or prices (which may be payable in the form of cash, notes,

- 2 -

securities, or other property), and the time or times at which, and the terms and conditions upon which, such shares shall be redeemable and the manner of redemption;

(v) whether or not the shares of a series shall be subject to the operation of retirement or sinking funds to be applied to the purchase or redemption of such shares for retirement, and, if such retirement or sinking fund or funds are to be established, the annual amount thereof, and the terms and provisions relative to the operation thereof;

(vi) the dividend rate, whether dividends are payable in cash, stock of the Corporation, or other property, the conditions upon which and the times when such dividends are payable, the preference to or the relation to the payment of dividends payable on any other class or classes or series of stock, whether or not such dividends shall be cumulative or noncumulative, and if cumulative, the date or dates from which such dividends shall accumulate;

(vii) the preferences, if any, and the amounts thereof which the holders of shares of any series shall be entitled to receive upon the voluntary or involuntary dissolution of, or upon any distribution of the assets of, the Corporation;

(viii) whether or not the shares of any series shall be entitled to the benefit of conditions and restrictions upon the creation of indebtedness of the Corporation or any subsidiary of the Corporation, upon the issue of any additional stock (including, without limitation, additional shares of such series or of any other class or series) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by the Corporation or any subsidiary of the Corporation of, any outstanding stock of the Corporation;

(ix) whether or not the shares of any series, at the option of the Corporation or the holders thereof or upon the happening of any specified event, shall be convertible into or

- 3 -

exchangeable for the shares of any other class or classes or of any other series of the same or any other class or classes of stock, securities, or other property of the Corporation and the conversion price or prices or ratio or ratios or the rate or rates at which such exchange may be made, with such adjustments, if any, as shall be stated and expressed or provided for in such resolution or resolutions; and

(x) such other special rights and protective provisions with respect to any series as the Board of Directors of the Corporation may deem advisable.

3. The shares of each series of the Preferred Stock may vary from the shares of any other class or series in any or all of the foregoing respects. The Board of Directors of the Corporation may increase the number of shares of the Preferred Stock designated for any existing series (but not above the total number of authorized shares of the class) by a resolution adding to such series authorized and unissued shares of the Preferred Stock not designated for any other series. The Board of Directors of the Corporation may decrease the number of shares of the Preferred Stock designated for any existing series (but not below the number of shares thereof then outstanding) by a resolution, subtracting from such series unissued shares of the Preferred Stock designated for such series, and the shares so subtracted shall become authorized, unissued, and undesignated shares of the Preferred Stock.

B. Provisions Relating to the Common Stock.

1. Except as otherwise required by law, and subject to any special voting rights which may be conferred upon any class or series of stock of the Corporation, each holder of Common Stock shall be entitled to one vote for each share of the Common Stock standing in such holder’s name on the records of the Corporation on each matter submitted to a vote of the stockholders.

- 4 -

2. Subject to the rights of the holders of any class or series of stock of the Corporation, the holders of the Common Stock shall be entitled to receive when, as, and if declared by the Board of Directors of the Corporation, out of funds legally available therefor, dividends payable in cash, stock, or otherwise.

3. Upon any liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, and after the holders of any class or series of stock of the Corporation having a preference over the Common Stock with respect to distributions of assets upon any such liquidation, distribution or winding up, and any bonds, debentures, or other obligations of the Corporation shall have been paid in full the amounts to which they shall be entitled (if any), or a sum sufficient for such payment in full shall have been set aside, the remaining net assets of the Corporation shall be distributed pro rata to the holders of the Common Stock, to the exclusion of the holders of shares of any other class or series of stock and any bonds, debentures, or other obligations of the Corporation.”

SECOND: That thereafter, an annual meeting of the stockholders of the Company was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, and the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That such amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

- 5 -

IN WITNESS WHEREOF, the Company has caused this Certificate to be signed by Ralph L. Cheek, its President and Chief Executive Officer, and attested by Paul V. Dufour, its Secretary, this 7 day of May, 1991.

IMCO RECYCLING INC.
By:	/s/ Ralph L. Cheek
	Ralph L. Cheek,
	President and Chief Executive Officer

ATTEST:
By:	/s/ Paul V. Dufour
	Paul V. Dufour,
	Secretary

- 6 -

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 12:30 PM 05/08/1992

921295170 - 2055006

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

IMCO RECYCLING INC.

IMCO RECYCLING INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Company”), DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of the Company, resolutions were duly adopted setting forth proposed amendments to the Certificate of Incorporation of the Company, declaring such amendments to be advisable and directing that the proposed amendments be submitted to the stockholders of the Company for their consideration and approval at the next annual meeting of the stockholders. The resolutions setting forth the proposed amendments are as follows:

RESOLVED, that the Board of Directors of the Company declares it advisable to adopt amendments to Articles Sixth and Seventh of the Company’s Certificate of Incorporation (the “Amendments”), so that Articles Sixth and Seventh shall read in their entirety as follows:

“SIXTH. The number of directors which shall constitute the whole Board of Directors shall be not less than three and shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in the previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption). At the Annual Meeting of Stockholders at which this Article is adopted, the directors shall be divided into three classes, designated

Class I, Class II, and Class III (which at all times shall be as nearly equal in number as possible), with the term of office of Class III directors to expire at the 1993 Annual Meeting of Stockholders, the term of office of Class II directors to expire at the 1994 Annual Meeting of Stockholders, and the term of office of class I directors to expire at the 1995 Annual Meeting of stockholders. At each annual meeting of stockholders following such initial classification and election, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election.

Subject to the right of the holders of any particular class or series of capital stock of the Corporation entitled to vote generally in the election of directors (hereinafter referred to as the “Voting Stock”) then outstanding, any director, or the entire Board of Directors, may be removed from office at any time, with or without cause, but only by the affirmative vote of the holders of at least a majority of the voting power of all of the then-outstanding shares of the Voting Stock, voting together as a single class.

Subject to the rights of the holders of any class or series of the Voting Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies on the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled by a majority vote of the directors then in office, though less than a quorum, and directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of the class to which they have been elected expires. No decrease in the number of authorized directors constituting the entire Board of Directors shall shorten the term of any incumbent director.

Notwithstanding the foregoing, whenever the holders of any series of the Preferred Stock shall have the right to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies, and other features of such directorships shall be governed by the terms of this Certificate of Incorporation applicable thereto, or the resolution or resolutions of the Board of Directors relating to the

- 2 -

issuance of such series of Preferred Stock, and such directors so elected shall not be divided into classes pursuant to this Article unless expressly provided by such terms or such resolution or resolutions.

Notwithstanding any other provisions of this Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of Voting Stock required by law or this Certificate of Incorporation or the resolution or resolutions of the Board of Directors relating to the issuance thereof, the affirmative vote of the holders of at least 60% of the voting power of all of the then-outstanding shares of the Voting Stock, voting together as a single class, shall be required to alter, amend, repeal, or adopt any provision inconsistent with this Article SIXTH.

SEVENTH. The Board of Directors of the Corporation shall have the power to make, alter or repeal By-Laws of the Corporation, subject to such restrictions upon the exercise of such power as may be imposed by the stockholders in any By-Laws adopted by them from time to time. Notwithstanding the foregoing and anything contained in this Certificate of Incorporation to the contrary, Sections 2, 4 and 5 of Article III of the By-Laws shall not be amended or repealed and no provision inconsistent therewith shall be adopted without the affirmative vote of the holders of at least 60% of the voting power of all of the then-outstanding shares of Voting stock, voting together as a single class. Notwithstanding anything contained in this Certificate of Incorporation to the contrary, the affirmative vote of the holders of at least 60% of the voting power of the then-outstanding shares of Voting Stock, voting together as a single class, shall be required to alter, amend, repeal or adopt any provision inconsistent with or repeal this Article SEVENTH.”

SECOND: That thereafter, an annual meeting of the stockholders of the Company was duly called and held upon notice in accordance with Section 222 of the General

- 3 -

Corporation Law of the State of Delaware, and the necessary number of shares as required by statute were voted in favor of the amendments.

THIRD: That such amendments were duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

* * * * *

- 4 -

IN WITNESS WHEREOF, the Company has caused this Certificate to be signed by Ralph L. Cheek, its President and Chief Executive Officer, and attested by Paul V. Dufour, its Secretary, this      day of May, 1992.

IMCO RECYCLING INC.
By:	/s/ Ralph L. Cheek
	Ralph L. Cheek, President and Chief Executive Officer

ATTEST:
By:	/s/ Paul V. Dufour
	Paul V. Dufour, Secretary

- 5 -

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 12:00 PM 12/31/1997

971455482 - 2055006

CERTIFICATE OF OWNERSHIP AND MERGER

merging

PHOENIX SMELTING CORPORATION, a Georgia corporation

with and into

IMCO RECYCLING INC., Delaware corporation

IMCO Recycling Inc., a Delaware corporation (“Parent”), does hereby certify the following in accordance with Section 253 of the Delaware General Corporation Law:

(i) that Parent owns all of the outstanding capital stock of Phoenix Smelting Corporation, a Georgia corporation (“Subsidiary”); and

(ii) that the Board of Directors of Parent, by resolution adopted at a duly called meeting on December 19, 1997, unanimously determined to, and effective upon the filing of this Certificate of Ownership and Merger with the Secretary of State of the State of Delaware do, merge Subsidiary into Parent. A copy of the resolution is attached hereto as Exhibit A.

The Parent has caused this Certificate of Ownership and Merger to be executed by its Vice President and Treasurer effective as of January 1, 1998.

IMCO RECYCLING. INC.
By:	/s/ James B. Walburg
	James B. Walburg,
	Vice President and Treasurer

EXHIBIT A

The following resolutions were adopted at a duly called meeting of the Board of Directors of IMCO Recycling Inc., a Delaware corporation, on December 19, 1997:

WHEREAS, IMCO Recycling Inc. ( the “Company”) owns all of the issued and outstanding stock of Phoenix Smelting Corporation (“Subsidiary”) and desires to merge Subsidiary with and into the Company;

NOW THEREFORE, BE IT RESOLVED, that effective as of January 1,1998, Subsidiary merge (the “Merger”) with and into the Company, and the Company shall be the surviving corporation (the “Surviving Corporation”) pursuant to the General Corporation Law of the State of Delaware and the Georgia Business Corporation Code; and be it

FURTHER RESOLVED, that the Certificate of Incorporation of the Company shall constitute the Certificate of Incorporation, as amended, of the Surviving Corporation; and the Bylaws of the Company shall constitute the Bylaws of the Surviving Corporation; and be it

FURTHER RESOLVED, that, pursuant to Georgia law, a Plan of Merger, in substantially the form as attached hereto as Exhibit “A”, is hereby approved and adopted.

FURTHER RESOLVED, that the directors and officers of the surviving Corporation shall be the directors and officer of the Company immediately prior to the Merger; and such directors and officers shall hold their respective positions until their successors shall have been duly elected and qualified; and be it

FURTHER RESOLVED, that upon the effective date of the Merger each share of the issued and outstanding capital stock of Subsidiary shall be canceled and no consideration shall be exchanged therefor, and each share of the capital stock of the Company outstanding immediately prior to the Merger, by virtue of the Merger and without any action on the part of the holders thereof, shall represent one share of the Surviving Corporation having, in each case, the same voting powers, designations, limitations and restrictions thereof, as such share shall have immediately prior to the Merger under the Certificate of Incorporation of the Company; and be it

FURTHER RESOLVED, that at any time prior to the filing of the Certificate of Ownership and Merger with the Secretary of State of Delaware, the Board of Directors of the Company or any duly authorized committee thereof may determine not to effect the Merger; and be it

FURTHER RESOLVED, that the President or any Vice President of the Company be, and they hereby are, severally authorized and directed to make and execute, in the name and on behalf of the Company, and to file in the proper public offices, a Certificate of Ownership and Merger setting forth a copy of these Resolutions; and be it

FURTHER RESOLVED, that the President or any Vice President of the Company, be and they hereby are, severally authorized and directed to take such Further action and to execute such certificates and other documents as they, in their discretion, shall deem necessary or advisable to consummate the Merger and effect the foregoing revolutions.

EXHIBIT “A”

PLAN OF MERGER

OF

PHOENIX SMELTING CORPORATION

INTO

IMCO RECYCLING INC.

THIS PLAN OF MERGER made and entered into as of this the 30th day of December, 1997, between Phoenix Smelting Corporation (“Phoenix”), a Georgia corporation, and IMCO Recycling Inc. (“IMCO”), a Delaware corporation.

WHEREAS, the Directors of lMCO believe that it is in the best interest of IMCO to merge its wholly-owned subsidiary, Phoenix, with and into IMCO.

NOW, THEREFORE, in consideration of the promises and undertakings as hereinafter contained, the parties do hereby covenant and agree as follows:

I. The merger of Phoenix into IMCO shall be effective upon the 1st day of January, 1998 at 12:01 A.M. CST (the “Effective Date”).

II. On the Effective Date, Phoenix shall be merged with and into IMCO thereby transferring to IMCO all the assets of Phoenix, subject to all of Phoenix’s liabilities and obligations, which liabilities and obligations IMCO shall assume, in complete cancellation of all the common stock of Phoenix.

III. On the Effective Date, the corporate existence of Phoenix shall cease and the existence of IMCO as the surviving entity shall continue.

IV. Following the merger, the name of IMCO shall be IMCO Recycling Inc.

V. Upon the Effective Date of the Merger, all issued and outstanding shares of common stock of Phoenix shall automatically and by operation of law be canceled and the certificate(s) evidencing ownership of such shares shall be void and of no further effect.

IN WITNESS WHEREOF the undersigned has executed this Agreement to be effective as of the day and year first above written.

IMCO RECYCLING INC.
By:	/s/ James B. Walburg
Name:	James B. Walburg
Title:	Vice President and Treasurer
PHOENIX SMELTING CORPORATION
By:	/s/ James B. Walburg
Name:	James B. Walburg
Title:	Vice President and Treasurer

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 03/31/1998

981124670 - 2055006

CERTIFICATE OF OWNERSHIP AND MERGER

merging

IMCO RECYCLING OF ILLINOIS INC., a Delaware corporation

with and into

IMCO RECYCLING INC., a Delaware corporation

IMCO Recycling Inc., a Delaware corporation (“Parent”), does hereby certify the following in accordance with Section 253 of the Delaware General Corporation Law:

(i) that Parent owns all of the outstanding capital stock of IMCO Recycling of Illinois Inc., a Delaware corporation (“Subsidiary”); and

(ii) that the Board of Directors of Parent, by resolution adopted at a duly called meeting on February 25, 1998, unanimously determined to, and effective upon the filing of this Certificate of Ownership and Merger with the Secretary of State of the State of Delaware do, merge Subsidiary into Parent. A copy of the resolution is attached hereto as Exhibit A.

The Parent has caused this Certificate of Ownership and Merger to be executed by its Vice President and Treasurer effective as of March 31,1998.

IMCO RECYCLING INC.
By:	/s/ James B. Walburg
	James B. Walburg
	Vice President and Treasurer

EXHIBIT A

The following resolutions were adopted at a duly called meeting of the Board of Directors of IMCO Recycling Inc., a Delaware corporation, on February 25, 1998:

“WHEREAS, IMCO Recycling Inc. (the “Company”) owns all of the issued and outstanding stock of IMCO Recycling of Illinois Inc. (“Subsidiary”) and desires to merge Subsidiary with and into the Company;

NOW THEREFORE, BE IT RESOLVED, that, effective as of April 1, 1998, Subsidiary merge (the “Merger”) with and into the Company, and the Company shall be the surviving corporation (the “Surviving Corporation”) pursuant to the General Corporation Law of the State of Delaware; and be it

FURTHER RESOLVED, that the Certificate of Incorporation of the Company shall constitute the Certificate of Incorporation, as amended, of the Surviving Corporation; and the Bylaws of the Company shall constitute the Bylaws of the Surviving Corporation; and be it

FURTHER RESOLVED, that the directors and officers of the Surviving Corporation shall be the directors and officers of the Company immediately prior to the Merger; and such directors and officers shall hold their respective positions until their successors shall have been duly elected and qualified; and be it

FURTHER RESOLVED, that upon the effective date of the Merger each share of the issued and outstanding capital stock of Subsidiary shall be canceled and no consideration shall be exchanged therefor, and each share of the capital stock of the Company outstanding immediately prior to the Merger, by virtue of the Merger and without any action on the part of the holders thereof, shall represent one share of the Surviving Corporation having, in each case, the same voting powers, designations, limitations and restrictions thereof, as such share shall have immediately prior to the Merger under the Certificate of Incorporation of the Company; and be it

FURTHER RESOLVED, that at any time prior to the filing of the Certificate of Ownership and Merger with the Secretary of State of Delaware, the Board of Directors of the Company or any duly authorized committee thereof may determine not to effect the Merger; and be it

FURTHER RESOLVED, that the President or any Vice President of the Company be, and they hereby are, severally authorized and directed to make and execute, in the name and on behalf of the Company, and to file in the proper public offices, a Certificate of Ownership and Merger setting forth a copy of these resolutions; and be it

FURTHER RESOLVED, that the President or any Vice President of the Company be, and they hereby are, severally authorized and directed to take such further action and to execute such certificates and other documents as they, in their discretion, shall deem necessary or advisable to consummate the Merger and effect the foregoing resolutions.”

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 05:00 PM 05/13/1998

981184579 - 2055006

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF INCORPORATION

OF

IMCO RECYCLING INC.

IMCO Recycling Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”),

DOES HEREBY CERTIFY: That the following amendment of the Certificate of Incorporation of the Corporation was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware:

The first paragraph of Article FOURTH of the Corporation’s Certificate of Incorporation be amended so that, as amended, the first paragraph of Article FOURTH shall be and read as follows:

“FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 48,000,000,8,000,000 of such shares to be classified as preferred stock (the “Preferred Stock”), par value $0.10 per share, and 40,000,000 of such shares to be classified as common stock (the “Common Stock”), par value $0.10 per share.”

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by Paul V. Dufour, its duly authorized officer, on May 13,1998.

IMCO RECYCLING INC.
By:	/s/ Paul V. Dufour
	Paul V. Dufour
	Executive Vice President, Chief
	Financial Officer and Secretary

IMCO RECYCLING INC.

Certificate of Amendment

to

Certificate of Incorporation

IMCO Recycling Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Company”), does hereby certify:

FIRST: That the Board of Directors of the Company, at a meeting held October 6, 2004, unanimously adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of the Company:

Fourth: The total number of shares of stock which the Corporation shall have authority to issue is 88,000,000, 8,000,000 of such shares to be classified as preferred stock (the “Preferred Stock”), par value $0.10 per share, and 80,000,000 of such shares to be classified as common stock (the “Common Stock”), par value $0.10 per share.

SECOND: That at a Special Meeting of Stockholders held on December 8, 2004, the holders of a majority of all the outstanding stock entitled to vote on such amendment have given their approval to such amendment in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Company has caused this Certificate to be signed by Jeffrey S. Mecom, its Vice President, Legal and Secretary, this 9th day of December, 2004.

IMCO RECYCLING INC.
By:	/S/ Jeffrey S. Mecom
Name:	Jeffrey S. Mecom
Title:	Vice President, Legal and Secretary

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

IMCO RECYCLING ESCROW INC.

WITH AND INTO

IMCO RECYCLING INC.

(Pursuant to Section 253 of the General Corporation

Law of the State of Delaware)

IMCO Recycling Inc., a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

FIRST: That IMCO Recycling Inc. (the “Company”) and IMCO Recycling Escrow Inc. (“Escrow Inc.”) are corporations duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware.

SECOND: That the Company owns all of the issued and outstanding shares of the capital stock of Escrow Inc.

THIRD: That the board of directors of the Company adopted the following resolutions at a meeting held on September 19, 2004, and that such resolutions have not been rescinded and are in full force and effect on the date hereof:

RESOLVED, that in connection with the Merger, the Board of Directors of the Company deems it advisable and in the best interest of the Company to merge Escrow Inc. with and into the Company, with the Company being the surviving corporation; and

RESOLVED, that the Authorized Officers be, and hereby are, and each of them hereby is, authorized to execute and deliver, in the name and on behalf of the Company, the Supplemental Indenture in the form attached as an Exhibit to the Escrow Agreement (the “Supplemental Indenture”) and to adopt, ratify and be bound by the terms of the Indenture and any other amendments or supplements to the Indenture, in each case with such changes therein and additions thereto as the executing officer shall approve, such approval being conclusively evidenced by his execution thereof; and

RESOLVED, that the Authorized Officers be, and hereby are, and each of them hereby is, authorized to execute and deliver, in the name and on behalf of the Company, the Assumption Agreement in the form attached as an Exhibit to the Escrow Agreement (the “Assumption Agreement”), with such changes therein and additions thereto as the executing officer shall approve, such approval being conclusively evidenced by his execution thereof; and

RESOLVED, that Escrow Inc. be merged with and into the Company, pursuant to Section 253 of the General Corporation Law of the State of Delaware; and that the Company succeed to and possess all the rights and assets of Escrow Inc. and be subject to all of the liabilities and obligations of Escrow Inc.; and

-1-

RESOLVED, that the Certificate of Incorporation of the Company shall be the Certificate of Incorporation of the surviving corporation; and

RESOLVED, that the bylaws of the Company shall be the bylaws of the surviving corporation; and

RESOLVED, that each share of common stock, $1.00 par value per share, of Escrow Inc. issued and outstanding immediately prior to the effective date of the merger shall upon the effective date and by virtue of the merger, be canceled without payment therefore; and

RESOLVED, that the merger shall become effective on the date the Company files a Certificate of Ownership and Merger with respect to such merger with the Secretary of State of the State of Delaware; and

RESOLVED, that the appropriate officers of the Company are hereby authorized and empowered to file the necessary documents with the Secretary of State of the State of Delaware, to incur the necessary expenses therefore and to take, or cause to be taken, all such further action and to execute and deliver or cause to be executed and delivered, in the name and on behalf of the Company, all such further instruments and documents as any such officer may deem to be necessary or advisable in order to effect the purpose and intent of the foregoing resolutions and to be in the best interests of the Company (as conclusively evidenced by the taking of such action or the execution and delivery of such instruments and documents, as the case may be, by or under the direction of any such officer); and

RESOLVED, that the prior actions of the officers and directors of the Company in undertaking to carry out the transactions contemplated by the foregoing resolutions be, and the same hereby are, in all respects, approved, adopted, ratified and confirmed.

FOURTH: Anything herein or elsewhere to the contrary notwithstanding, this merger may be amended or terminated and abandoned by the Board of Directors of the Company at any time prior to the time that this Certificate of Ownership and Merger filed with the Secretary of State of Delaware becomes effective.

IN WITNESS WHEREOF, the Company has caused this Certificate to be signed by its duly authorized officer this 9th day of December, 2004.

IMCO RECYCLING INC.
By:	/s/ Jeffrey S. Mecom
Name:	Jeffrey S. Mecom
Title:	Vice President, Legal and Secretary

-2-

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

ALERIS INTERNATIONAL, INC.

INTO

IMCO RECYCLING INC.

(Pursuant to Section 253 of the General Corporation

Law of the State of Delaware)

IMCO Recycling Inc., a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

FIRST: That IMCO Recycling Inc. (the “Company”) was incorporated on the 14th day of February, 1985, pursuant to the General Corporation Law of the State of Delaware.

SECOND: That the Company owns all of the issued and outstanding shares of the capital stock of Aleris International, Inc. (“Aleris”), a corporation incorporated on the 26th day of October, 2004, pursuant to the General Corporation Law of the State of Delaware.

THIRD: That the board of directors of the Company adopted the following resolutions at a meeting held on December 7, 2004, and that such resolutions have not been rescinded and are in full force and effect on the date hereof:

RESOLVED, that IMCO Recycling Inc. merge, and it hereby does merge into itself Aleris International, Inc. and assumes all of its obligations;

FURTHER RESOLVED, that the merger shall be effective upon the date of filing with the Secretary of State of Delaware;

FURTHER RESOLVED, that the proper officer of this corporation be and he or she is hereby directed to make and execute a Certificate of Ownership and Merger setting forth a copy of the resolutions to merge said Aleris International, Inc. and assume its liabilities and obligations, and the date of adoption thereof, and to cause the same to be filed with the Secretary of State and to do all acts and things whatsoever, whether within or without the State of Delaware, which may be in anywise necessary or proper to effect said merger;

FURTHER RESOLVED, that, upon effectiveness of the merger, the Company’s corporate name shall be changed to Aleris International, Inc. and Article First of the Certificate of Incorporation, as amended, of this corporation shall be amended and restated in its entirety to read as follows:

Article First. The name of the corporation is Aleris International, Inc.

FOURTH: Anything herein or elsewhere to the contrary notwithstanding, this merger may be amended or terminated and abandoned by the Board of Directors of the Company at any time prior to the time that this Certificate of Ownership and Merger filed with the Secretary of State of Delaware becomes effective.

IT WITNESS WHEREOF, the Company has caused this Certificate to be signed by its duly authorized officer this 9th day of December, 2004.

IMCO RECYCLING INC.
By:	/s/ Paul V. Dufour
Name:	Paul V. Dufour
Title:	Executive Vice President

EX-3.2

Exhibit 3.2

BYLAWS

OF

IMCO RECYCLING INC.

(a Delaware Corporation)

As Amended August 16, 2000

TABLE OF CONTENTS

		Page
ARTICLE I
OFFICES
Section 1.	Registered Office	1
Section 2.	Other Offices	1
ARTICLE II
MEETING OF STOCKHOLDERS
Section 1.	Place of Meetings	1
Section 2	Annual Meetings	1
Section 3.	Notice of Annual Meetings	3
Section 4.	Special Meetings	3
Section 5.	Notice of Special Meetings	3
Section 6.	Quorum	3
Section 7.	Organization	4
Section 8.	Order of Business	4
Section 9.	Voting	5
Section 10.	List of Stockholders	6
Section 11.	Inspectors of Votes	6
Section 12.	Actions Without a Meeting	6
ARTICLE III
BOARD OF DIRECTORS
Section 1.	Powers	7
Section 2.	Number, Qualification and Term of Office	7
Section 3.	Resignations	7
Section 4.	Removal of Directors	8
Section 5.	Vacancies	8
MEETINGS OF THE BOARD OF DIRECTORS
Section 6.	Place of Meetings	9
Section 7.	Annual Meetings	9
Section 8.	Regular Meetings	9
Section 9.	Special Meetings; Notice	9
Section 10.	Quorum and Manner of Acting	9
Section 11.	Remuneration	9

		Page
COMMITTEES OF DIRECTORS
Section 12.	Executive Committee: How Constituted and Powers	10
Section 13.	Organization	10
Section 14.	Meetings	10
Section 15.	Quorum and Manner of Acting	11
Section 16.	Other Committees	11
Section 17.	Alternate Members of Committees	11
Section 18.	Minutes of Committees	12
GENERAL
Section 19.	Actions Without a Meeting	12
Section 20.	Presence at Meeting by Means of Communication Equipment	12
ARTICLE IV
NOTICES
Section 1.	Type of Notice	12
Section 2.	Waiver of Notice	12
ARTICLE V
OFFICERS
Section 1.	Elected and Appointed Officers	13
Section 2.	Time of Election or Appointment	13
Section 3.	Salaries of Elected Officers	13
Section 4.	Term	13
Section 5.	Duties of the Chairman of the Board	13
Section 6.	Duties of the President	13
Section 7.	Duties of Vice President	14
Section 8.	Duties of Assistant Vice Presidents	14
Section 9.	Duties of the Secretary	14
Section 10.	Duties of Assistant Secretaries	15
Section 11.	Duties of the Controller	15
Section 12.	Duties of Assistant Controllers	15

ii

		Page
ARTICLE VI
INDEMNIFICATION
Section 1.	Actions Other Than by or in the Right of the Corporation	16
Section 2.	Actions by or in the Right of the Corporation	16
Section 3.	Determination of Right to Indemnification	16
Section 4.	Right to Indemnification	17
Section 5.	Advancement of Expenses	17
Section 6.	Other Rights and Remedies	17
Section 7.	Insurance	17
Section 8.	Mergers	18
ARTICLE VII
CERTIFICATES OF STOCK
Section 1.	Right to Certificate	18
Section 2.	Facsimile Signatures	18
Section 3.	New Certificates	18
Section 4.	Transfers	19
Section 5.	Record Date	19
Section 6.	Registered Stockholders	19
ARTICLE VIII
GENERAL PROVISIONS
Section 1.	Dividends	19
Section 2.	Reserves	20
Section 3.	Annual Statement	20
Section 4.	Checks	20
Section 5.	Fiscal Year	20
Section 6.	Corporate Seal	20
ARTICLE IX
AMENDMENTS		20

iii

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2. Other Offices. The Corporation may also have offices at such other place or places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

MEETING OF STOCKHOLDERS

Section 1. Place of Meetings. All meetings of the stockholders for the election of directors shall be held in the City of Dallas, State of Texas, at such place within such city as may be fixed from time to time by the Board of Directors, or at such other place either within or without the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. Meetings of stockholders for any other purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver or notice thereof.

Section 2. Annual Meetings.

(a) Annual meetings of stockholders shall be held on such date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which the stockholders shall elect by a plurality vote by written ballot a Board of Directors and transact such other business as may properly be brought before the meeting, all as set forth in paragraphs (b) and (c) below of this Section 2.

(b) At an annual meeting of stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be: (A) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (B) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (C) otherwise properly brought before the meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder’s notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than one hundred twenty (120) calendar days in advance of the date specified in the Corporation’s proxy statement released to stockholders in connection with the previous year’s annual

1

meeting of stockholders; provided, however, that in the event that no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than thirty (30) days from the date contemplated at the time of the previous year’s proxy statement, notice by the stockholder to be timely must be so received not later than the close of business on the later of one hundred twenty (120) calendar days in advance of such annual meeting date or ten (10) calendar days following the date on which public announcement of the date of the annual meeting is first made. A stockholder’s notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the Corporation’s books, of the stockholder proposing such business, (iii) the class and number of shares of the Corporation which are beneficially owned by the stockholder, (iv) any material interest of the stockholder in such business, and (v) any other information that is required to be provided by the stockholder pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “1934 Act”), in his capacity as a proponent to a stockholder proposal. Notwithstanding the foregoing, in order to include information with respect to a stockholder proposal in the proxy statement and form of proxy for a stockholders’ meeting, stockholders must provide notice as required by the regulations promulgated under the 1934 Act. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this paragraph (b). The chairman of the annual meeting shall, if the facts warrant, determine and declare at the meeting that business was not properly brought before the meeting and in accordance with the provisions of this paragraph (b), and, if he should so determine, he shall so declare at the meeting that any such business not properly brought before the meeting shall not be transacted.

(c) Only persons who are nominated in accordance with the procedures set forth in this paragraph (c) shall be eligible for election as directors. Nominations of persons for election to the board of directors of the Corporation may be made at a meeting of stockholders by or at the direction of the Board of Directors or by any stockholder of the Corporation entitled to vote in the election of directors at the meeting who complies with the notice procedures set forth in this paragraph (c). Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the Corporation in accordance with the provisions of paragraph (b) of this Section 2. Such stockholder’s notice shall set forth (i) as to each person, if any, whom the stockholder proposes to nominate for election or re-election as a director: (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (C) the class and number of shares of the Corporation which are beneficially owned by such person, (D) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder, and (E) any other information relating to such person that is required to be disclosed in solicitations of proxies for elections of directors, or is otherwise required, in each case

2

pursuant to Regulation 14A under the 1934 Act (including without limitation such person’s written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected); and (ii) as to such stockholder giving notice, the information required to be provided pursuant to paragraph (b) of this Section 2. At the request of the Board of Directors, any person nominated by a stockholder for election as a director shall furnish to the Secretary of the Corporation that information required to be set forth in the stockholder’s notice of nomination which pertains to the nominee. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this paragraph (c). The chairman of the meeting shall, if the facts warrant, determine and declare at the meeting that a nomination was not made in accordance with the procedures prescribed by these Bylaws, and if he should so determine, he shall so declare at the meeting, and the defective nomination shall be disregarded.

Section 3. Notice of Annual Meetings. Written notice of the annual meeting, stating the place, date and hour of the meeting, shall be given to each stockholder of record entitled to vote at such meeting not less than ten or more than 60 days before the date of the meeting.

Section 4. Special Meetings. Special meetings of the stockholders for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called at any time by order of the Board of Directors and shall be called by the Chairman of the Board, the President or the Secretary at the request in writing of a majority of the Board of Directors. Such request shall state the purpose or purposes of the proposed special meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 5. Notice of Special Meetings. Written notice of a special meeting, stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given to each stockholder of record entitled to vote at such meeting not less than ten nor more than 60 days before the date of the meeting.

Section 6. Quorum. Except as otherwise provided by statute or the Certificate of Incorporation, the holders of stock having a majority of the voting power of the stock entitled to be voted thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy shall have power to adjourn the meeting from time to time without notice (other than announcement at the meeting at which the adjournment is taken of the time and place of the adjourned meeting) until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than 30 days, or if after the adjournment a new record date is

3

fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 7. Organization. Meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in his absence by the Chief Executive Officer, if any, or in his absence by the President, if any, or in his absence by an Executive Vice President, if any, or in the absence of the foregoing persons by a chairman designed by the Board of Directors, or in the absence of such designation by a chairman chosen at the meeting by the vote of a majority in interest of the stockholders present in person or represented by proxy and entitled to vote thereat. The Secretary or in his absence an Assistant Secretary or in the absence of the Secretary and all Assistant Secretaries a person whom the chairman of the meeting shall appoint shall act as secretary of the meeting and keep a record of the proceedings thereof.

The Board of Directors of the corporation shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on a participation in such meeting to stockholders of record of the Corporation and their duly authorized and constituted proxies, and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting and matters which are to be voted on by ballot. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure.

Section 8. Order of Business. The order of business at annual meetings of stockholders and, so far as practicable, at other meetings of stockholders shall be as follows unless changed by the vote of a majority in voting interest of those present in person or by proxy at such meeting and entitled to vote thereat:

(a) Call to order.

(b) Proof of due notice of meeting.

(c) Determination of quorum and examination of proxies.

(d) Announcement of availability of list of stockholders.

4

(e) Reading and disposing of minutes of last meeting of stockholders.

(f) Announcement of purposes for which the meeting was called.

(g) Nomination of directors.

(h) Entertainment of motions with respect to other business that, in the case of an annual meeting, has been properly brought before the meeting as set forth in Section 2 of this Article II.

(i) Opening of polls or voting and collection of ballots.

(j) Reports of officers and committees.

(k) Report of voting judges.

(l) Other business.

(m) Adjournment.

Section 9. Voting. Except as otherwise provided in the Certificate of Incorporation, each stockholder shall, at each meeting of the stockholders, be entitled to one vote in person or by proxy for each share of stock of the Corporation held by him and registered in his name on the books of the Corporation on the date fixed pursuant to the provisions of Section 5 of Article VII of these By-Laws as the record date for the determination of stockholders who shall be entitled to notice of and to vote at such meeting. Shares of its own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held directly or indirectly by the Corporation, shall not be entitled to vote. Any vote by stock of the Corporation may be given at any meeting of the stockholders by the stockholder entitled thereto, in person or by his proxy appointed by an instrument in writing subscribed by such stockholder or by his attorney thereunto duly authorized and delivered to the Secretary of the Corporation or to the secretary of the meeting; provided, however, that no proxy shall be voted or acted upon after three years from its date, unless said proxy shall provide for a longer period. Each proxy shall be revocable unless expressly provided therein to be irrevocable and unless otherwise made irrevocable by law. At all meetings of the stockholders all matters, except where other provision is made by law, the Certificate of Incorporation or these By-Laws, shall be decided by the vote of a majority of the votes cast by the stockholders present in person or by proxy and entitled to vote thereat, a quorum being present. Unless demanded by a stockholder of the Corporation present in person or by proxy at any meeting of the stockholders and entitled to vote thereat, or so directed by the chairman of the meeting, the vote thereat on any question other than the election or removal of directors need not be by written ballot. Upon a demand of any such stockholder for a vote by written ballot on any question or at the direction of such chairman that a vote by written ballot be taken on any question, such

5

vote shall be taken by written ballot. On a vote by written ballot, each ballot shall be signed by the stockholder voting, or by his proxy, if there be such proxy, and shall state the number of shares voted.

Section 10. List of Stockholders. It shall be the duty of the Secretary or other officer of the Corporation who shall have custody of its stock ledger, either directly or through another officer of the Corporation designated by him or through a transfer agent appointed by the Board of Directors, to prepare and make, at least ten days before every meeting of the stockholders, a complete list of the stockholders entitled to vote thereat, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to said meeting, either at a place within the city where said meeting is to be held, which place shall be specified in the notice of said meeting, of, if not so specified, at the place where said meeting is to be held. The list shall also be produced and kept at the time and place of said meeting during the whole time thereof, and may be inspected by any stockholder of record who shall be present thereat. The stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, such list or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

Section 11. Inspectors of Votes. At each meeting of the stockholders, the chairman of such meeting may appoint two Inspectors of Votes to act thereat, unless the Board of Directors shall have theretofore made such appointments. Each Inspector of Votes so appointed shall first subscribe an oath or affirmation faithful to execute the duties of an Inspector of Votes at such meeting with strict impartiality and according to the best of his ability. Such Inspectors of Votes, if any, shall take charge of the ballots, if any, at such meeting and after the balloting thereat on any question shall count the ballots cast thereon and shall make a report in writing to the secretary of such meeting of the results thereof. An Inspector of Votes need not be a stockholder of the Corporation, and any officer of the Corporation may be an Inspector of Votes on any question other than a vote for or against his election to any position with the Corporation or on any other question in which he may be directly interested.

Section 12. Actions Without a Meeting. Any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereat were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

6

ARTICLE III

BOARD OF DIRECTORS

Section 1. Powers. The business and affairs of the Corporation shall be managed by its Board of Directors, which shall have and may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute, the Certificate of Incorporation or these By-Laws directed or required to be exercised or done by the stockholders.

Section 2. Number, Qualification and Term of Office. The number of directors which shall constitute the whole Board of Directors shall not be less than three and shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in the previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption). The directors shall be divided into three classes as nearly equal in number as possible as set forth in the Corporation’s Certificate of Incorporation, as amended. Directors need not be stockholders. At each annual meeting of stockholders following the initial classification and election of directors as set forth in the Corporation’s Certificate of Incorporation, as amended, each director elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after his election and until his successor is elected and qualified or until his death or retirement or until he shall resign or shall be removed in the manner hereinafter provided. Such election shall be by written ballot.

Notwithstanding any other provisions of the By-Laws or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of capital stock of the Corporation entitled to vote generally in the election of directors (hereinafter referred to as the “Voting Stock”) required by law or the Corporation’s Certificate of Incorporation or the resolution or resolutions of the Board of Directors relating to the issuance thereof, the affirmative vote of the holders of at least 60% of the voting power of all of the then-outstanding shares of the Voting Stock, voting together as a single class, shall be required to alter, amend, repeal, or adopt any provision inconsistent with this Section 2 of Article III.

Section 3. Resignations. Any director may resign at any time by giving written notice of his resignation to the Corporation. Any such resignation shall take effect at the time specified therein, or, if the time when it shall become effective shall not be specified therein, then it shall take effect immediately upon its receipt by the Secretary. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

7

Section 4. Removal of Directors. Subject to the right of the holders of any particular class or series of Voting Stock then outstanding, any director, or the entire Board of Directors, may be removed from office at any time, with or without cause, but only by the affirmative vote by written ballot of the holders of at least a majority of the voting power of all of the then-outstanding shares of the Voting Stock, voting together as a single class. The vacancy in the Board of Directors caused by any such removal shall be filled by the Board of Directors as provided in Section 5 of this Article III.

Notwithstanding any other provisions of the By-Laws or any provision of law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of Voting Stock required by law or the Corporation’s Certificate of Incorporation or the resolution or resolutions of the Board of Directors relating to the issuance thereof, the affirmative vote of the holders of at least 60% of the voting power of all of the then-outstanding shares of the Voting Stock, voting together as a single class, shall be required to alter, amend, repeal, or adopt any provision inconsistent with this Section 4 of Article III.

Section 5. Vacancies. Subject to the rights of the holders of any class or series of the Voting Stock then outstanding, newly created directorship resulting from any increase in the authorized number of directors or any vacancies on the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled by a majority vote of the directors then in office, though less than a quorum, and directors so chosen shall hold office for a term expiring at the annual meeting of stockholders at which the term of office of the class to which they have been elected expires. No decrease in the number of authorized directors constituting the entire Board of Directors shall shorten the term of any incumbent director. If there are no directors in office, then an election of directors may be held in the manner provided by statute.

Notwithstanding the foregoing, whenever the holders, if any of any series of preferred stock of the Corporation shall have the right to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies, and other features of such directorships shall be governed by the terms of the Corporation’s Certificate of Incorporation applicable thereto, or the resolution or resolutions of the Board of Directors relating to the issuance of such series of preferred stock, and such directors so elected shall not be divided into classes pursuant to Section 2 of Article III unless expressly provided by such terms or such resolution or resolutions.

Notwithstanding any other provisions of the By-Laws or any provision of laws which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series of Voting Stock required by law or the Corporation’s Certificate of Incorporation or the resolution or resolutions of the Board of Directors relating to the issuance thereof, the affirmative vote of the holders of at least 60% of the voting power of all of the then-outstanding shares of the Voting Stock, voting

8

together as a single class, shall be required to alter, amend, repeal, or adopt any provision inconsistent with this Section 5 of Article III.

MEETINGS OF THE BOARD OF DIRECTORS

Section 6. Place of Meetings. The Board of Directors of the Corporation may hold meetings, both regular and special, either within or without the State of Delaware.

Section 7. Annual Meetings. The first meeting of each newly elected Board of Directors shall be held immediately following the annual meeting of stockholders and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event such meeting is not held immediately following the annual meeting of stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors.

Section 8. Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors.

Section 9. Special Meetings; Notice. Special meetings of the Board of Directors may be called by the Chairman of the Board, President or Secretary on 24 hours notice to each director, either personally or by telephone or by mail, telegraph, telex, cable, wireless or other form of recorded communication; special meetings shall be called by the Chairman of the Board, President, or Secretary in like manner and on like notice on the written request of two directors. Notice of any such meeting need not be given to any director, however, if waived by him in writing or by telegraph, telex, cable, wireless or other form of recorded communication, or if he shall be present at such meeting.

Section 10. Quorum and Manner of Acting. At all meetings of the Board of Directors, a majority of the directors at the time in office (but not less than one-third of the whole Board of Directors) shall constitute a quorum for, the transaction of business, and the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 11. Remuneration. Unless otherwise expressly provided by resolution adopted by the Board of Directors, none of the directors shall, as such, receive any stated remuneration for his services, but the Board of Directors may at any time and

9

from time to time by resolution provide that a specified sum shall be paid to any director of the Corporation, either as his annual remuneration as such director or member of any committee of the Board of Directors or as remuneration for his attendance at each meeting of the Board of Directors or any such committee. The Board of Directors may also likewise provide that the Corporation shall reimburse each director for any expenses paid by him on account of his attendance at any meeting. Nothing in this Section 11 shall be construed to preclude any director from serving the Corporation in any other capacity and receiving remuneration therefor.

COMMITTEES OF DIRECTORS

Section 12. Executive Committee: How Constituted and Powers. The Board of Directors may in its discretion, by resolution passed by a majority of the whole Board of Directors, designate an Executive Committee consisting of one or more of the directors of the Corporation. Subject to the provisions of Section 141 of The General Corporation Law of the State of Delaware, the Certificate of Incorporation and these By-Laws, the Executive Committee shall have and may exercise, when the Board is not in session, all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and shall have the power to authorize the seal of the Corporation to be affixed to all paper which may require it; but the Executive Committee shall not have the power to fill vacancies in the Board of Directors, the Executive Committee or any other committee of directors, or to elect or approve officers of the Corporation. The Executive Committee shall have the power and authority to authorize the issuance of common stock and grant and authorize options and other rights with respect to such issuance. The Board of Directors shall have the power at any time, by resolution passed by a majority of the whole Board of Directors, to change the membership of the Executive Committee, to fill all vacancies in it, or to dissolve it, either with or without cause.

Section 13. Organization. The Chairman of the Executive Committee, to be selected by the Board of Directors, shall act as chairman at all meetings of the Executive Committee and the Secretary shall act as secretary thereof. In case of the absence from any meeting of the Executive Committee of the Chairman of the Executive Committee or the Secretary, the Executive Committee may appoint a chairman or secretary, as the case may be, of the meeting.

Section 14. Meetings. Regular meetings of the Executive Committee, of which no notice shall be necessary, may be held on such days and at such places, within or without the State of Delaware as shall be fixed by resolution adopted by a majority of the Executive Committee and communicated in writing to all its members. Special meetings of the Executive Committee shall be held whenever called by the Chairman of the Executive Committee or a majority of the members of the Executive Committee then in office. Notice of each special meeting of the Executive Committee shall be given by mail, telegraph, telex, cable, wireless or other form of recorded communication or be delivered personally or by telephone to each member of the Executive Committee not

10

later than the day before the day on which such meeting is to be held. Notice of any such meeting need not be given to any member of the Executive Committee, however if waived by him in writing or by telegraph, telex, cable, wireless or other form of recorded communication, or if he shall be present at such meeting; and any meeting of the Executive Committee shall be a legal meeting without any notice thereof having been given, if all the members of the Executive Committee shall be present thereat. Subject to the provisions of this Article III, the Executive Committee, by resolution adopted by a majority of the whole Committee shall fix its own rules of procedure.

Section 15. Quorum and Manner of Acting. A majority of the Executive Committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at a meeting thereof at which a quorum is present shall be the act of the Committee.

Section 16. Other Committees. The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board of Directors, designate one or more other committees consisting of one or more directors of the Corporation, which, to the extent provided in said resolution or resolutions, shall have and may exercise, subject to the provisions of Section 141 of The General Corporation Law of the State of Delaware, the Certificate of Incorporation and these By-Laws, the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and shall have the power to authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power to fill vacancies in the Board of Directors, the Executive Committee or any other committee or in their respective membership, appoint or remove officers of the Corporation, or authorize the issuance of shares of the capital stock of the Corporation, except that such a committee may, to the extent provided in said resolutions, grant and authorize options and other rights to the common stock of the Corporation pursuant to and in accordance with any plan approved by the Board of Directors. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. A majority of all the members of any such committee may determine its action and fix the time and place of its meetings and specify what notice thereof, if any, shall be given, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power, to change the members of any such committee at any time to fill vacancies, and to discharge any such committee, either with or without cause, at any time.

Section 17. Alternate Members of Committees. The Board of Directors may designate one or more directors as alternate members of the Executive Committee or any other committee, who may replace any absent or disqualified member at any meeting of the committee, or if none be so appointed, the member of members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member.

11

Section 18. Minutes of Committees. Each committee shall keep regular minutes of its meetings and proceedings and report the same to the Board of Directors at the next meeting thereof.

GENERAL

Section 19. Actions Without a Meeting. Unless otherwise restricted by the Certificate of Incorporation or these By-Laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or the committee.

Section 20. Presence at Meeting by Means of Communications Equipment. Members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 20 shall constitute presence in person at such meeting.

ARTICLE IV

NOTICES

Section 1. Type of Notice. Whenever, under the provisions of the statutes, the Certificate of Incorporation or these By-Laws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, in person or by mail, addressed to such director or stockholder, at his address as it appears on the record of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Notice to directors may also be given in any manner permitted by Article III hereof and shall be deemed to be given at the time when first transmitted by the method of communication so permitted.

Section 2. Waiver of Notice. Whenever any notice is required to be given under the provision of the statutes, the Certificate of Incorporation or these By-Laws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether, before or after the time stated therein, shall be deemed equivalent thereto, and transmission of a waiver of notice by a director of stockholder by mail, telegraph, telex, cable, wireless or other form of recorded communication may constitute such a waiver.

12

ARTICLE V

OFFICERS

Section 1. Elected and Appointed Officers. The elected officers of the Corporation shall be a President, one or more Vice Presidents, with or without such descriptive titles as the Board of Directors shall deem appropriate, a Secretary and a Controller, and, if the Board of Directors so elects, a Chairman of the Board (who shall be a director). The Board of Directors or the Executive Committee of the Board of Directors by resolution also may appoint one or more Assistant Vice Presidents, Assistant Secretaries, Assistant Controllers, and such other officers and agents as from time to time may appear to be necessary or advisable in the conduct of the affairs of the Corporation.

Section 2. Time of Election or Appointment. The Board of Directors at its annual meeting shall elect and appoint, as the case may be, officers to fill the positions designated in or pursuant to Section 1 of this Article V. Officers of the Corporation may also be elected or appointed, as the case may be, at any other time.

Section 3. Salaries of Elected Officers. The salaries of all elected officers of the Corporation shall be fixed by the Board of Directors.

Section 4. Term. Each officer of the Corporation shall hold his office until his successor is elected or appointed and qualified or until his earlier resignation or removal. Any officer may resign at any time upon written notice to the Corporation. Any officer elected or appointed by the Board of Directors or the Executive Committee may be removed at any time by the affirmative vote of a majority of the whole Board of Directors. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled by the Board of Directors or the appropriate committee thereof.

Section 5. Duties of the Chairman of the Board. The Chairman of the Board, if one be elected, shall preside when present at all meetings of the Board of Directors and shall preside at meetings of the stockholders. He shall advise and counsel the President and other officers of the Corporation, and shall exercise such powers and perform such duties as shall be assigned to or required of him from time to time by the Board of Directors.

Section 6. Duties of the President. The President, subject to the provisions of these By-laws, shall have general supervision of the affairs of the Corporation and shall have general and active control of all its business. He shall preside, in the absence of the Chairman of the Board or any other person designated to do so by these By-Laws, at all meetings of the Board of Directors and at meetings of the stockholders. He shall see that all orders and resolutions of the Board of Directors and the stockholders are carried into effect. He shall have general authority to execute bonds, deeds and contracts in the name of the Corporation and affix the corporate seal thereto; to

13

sign stock certificates; to cause the employment or appointment of such employees and agents of the Corporation as the proper conduct of operations may require, and to fix their compensation, subject to the provisions of these By-Laws; to remove or suspend any employee or agent who shall have been employed or appointed under his authority or under authority of an officer subordinate to him; to suspend for cause, pending final action by the authority which shall have elected or appointed him, any officer subordinate to the President, and, in general, to exercise all the powers and authority usually appertaining to the president of a corporation, except as otherwise provided in these By-Laws.

Section 7. Duties of Vice Presidents. In the absence of the President or in the event of his inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall perform such other duties and have such other powers as the Board of Directors or the President may from time to time prescribe.

Section 8. Duties of Assistant Vice Presidents. In the absence of a Vice President or in the event of his inability or refusal to act, the Assistant Vice President (or in the event there shall be more than one, the Assistant Vice Presidents in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their appointment) shall perform the duties and exercise the powers of that Vice President, and shall perform such other duties and have such other powers as the Board of Directors, the President or the Vice President under whose supervision he is appointed may from time to time prescribe.

Section 9. Duties of the Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the Executive Committee or other standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President, under whose supervision he shall be. He shall have custody of the corporate seal of the Corporation and he, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by his signature or, by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall keep and account for all books, documents, papers and records of the Corporation except those for which some other officer or agent is properly accountable. He shall have authority to sign stock certificates and shall generally perform all the duties usually appertaining to the office of the secretary of a corporation.

14

Section 10. Duties of Assistant Secretaries. In the absence of the Secretary or in the event of his inability or refusal to act, the Assistant Secretary (or, if there shall be more than one, the Assistant Secretaries in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their appointment) shall perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors, the President or the Secretary may from time to time prescribe.

Section 11. Duties of the Controller. The Controller shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Controller and of the financial condition of the Corporation. If required by the Board of Directors, he shall give the Corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation. The Controller shall also have supervision of the accounting practices of the Corporation and of each subsidiary and division of the Corporation, and shall prescribe the duties and powers of the chief accounting personnel of the subsidiaries and divisions. He shall cause to be maintained an adequate system of financial control through a program of budget and interpretive reports. He shall initiate and enforce measures and procedures whereby the business of the Corporation and its subsidiaries and divisions shall be conducted with the maximum safety, efficiency and economy. He shall prepare a monthly report covering the operating results of the Corporation, its subsidiaries and divisions. The Controller shall be under the supervision of the Vice President, in charge of finance, if one is so designated, and he shall perform such other duties as may be prescribed by the Board of Directors, the President or any such Vice President in charge of finance.

Section 12. Duties of Assistant Controllers. The Assistant Controller or Assistant Controllers shall assist the Controller, and in the absence of the Controller or in the event of his inability or refusal to act, the Assistant Controller (or, if there shall be more than one, the Assistant Controllers in the order designed by the Board of Directors, or in the absence of any designation, then in the order of their appointment), shall perform the duties and exercise the powers of the Controller and perform such other duties and have such other powers as the Board of Directors, the President or the Controller may from time to time prescribe.

15

ARTICLE VI

INDEMNIFICATION

Section 1. Actions Other Than by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or contemplated action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, that he had reasonable cause to believe that his conduct was unlawful.

Section 2. Actions by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or contemplated action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 3. Determination of Right to Indemnification. Any indemnification under Sections 1 or 2 of this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances

16

because he has met the applicable standard of conduct set forth in Section 1 or 2 of this Article VI. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders.

Section 4. Right to Indemnification. Notwithstanding the other provisions of this Article VI, to the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 or 2 of this Article VI, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 5. Advancement of Expenses. Expenses incurred by a director or officer of the Corporation in defending a civil, criminal, administrative or investigative action, suit or proceeding, whether by or in the right of the Corporation or otherwise, shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding. However, such payment shall be conditioned upon the receipt by the Corporation of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VI or under applicable Delaware law. Such expenses incurred by other employees and agents may be so advanced and paid upon such terms and conditions, if any, as the Board of Directors deems appropriate under the circumstances.

Section 6. Other Rights and Remedies. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall not be deemed exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 7. Insurance. Upon resolution passed by the Board of Directors, the Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article VI.

17

Section 8. Mergers. For purposes of this Article VI, references to “the Corporation” shall include, in addition to the resulting or surviving corporation, constituent corporations (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so that any person who is or was a director, officer, employee, or agent of such constituent corporation or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article VI with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

ARTICLE VII

CERTIFICATES OF STOCK

Section 1. Right to Certificate. Every holder of stock in the Corporation shall be entitled to have a certificate, signed by, or in the name of the Corporation by, the Chairman of the Board, the President or a Vice President, and the Secretary or an Assistant Secretary of the Corporation certifying the number of shares owned by him in the Corporation. If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the General Corporation Law of the State of Delaware, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Section 2. Facsimile Signatures. Any of or all the signatures on the certificate may be facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

Section 3. New Certificates. The Board of Directors may direct a new certificate or certificates theretofore issued by the Corporation and alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person

18

claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed or the issuance of such new certificate.

Section 4. Transfers. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignation or authority to transfer, it shall be the duty of the Corporation, subject to any proper restrictions on transfer, to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 5. Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be less than ten nor more than 60 days before the date of such meeting, nor more than 60 days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. In order for business to have been properly brought before an annual meeting of stockholders by a stockholder pursuant to Section 2 of Article II of these Bylaws, such stockholder must be a stockholder on the record date, if any, fixed for such annual meeting.

Section 6. Registered Stockholders. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any person, whether or not provided by the laws of the State of Delaware.

ARTICLE VIII

GENERAL PROVISIONS

Section 1. Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by

19

the Board of Directors (but not any committee thereof) at any regular meeting, pursuant to law. Dividends may be paid in cash, in property or in shares of the capital stock, subject to the provision of the Certificate of Incorporation.

Section 2. Reserves. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, thinks proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the Board of Directors shall think conducive to the interest of the Corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

Section 3. Annual Statement. The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the Corporation.

Section 4. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time prescribe.

Section 5. Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of Directors.

Section 6. Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the word “Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed, affixed, reproduced or otherwise.

ARTICLE IX

AMENDMENTS

These By-Laws may be altered, amended or repealed or new By-Laws may be adopted by the stockholders or by the Board of Directors at any regular meeting of the stockholders or the Board of Directors or at any special meeting of the stockholders or the Board of Directors if notice of such alteration, amendment, repeal or adoption of new By-Laws be contained in the notice of such special meeting.

20

Exhibit B

AMENDMENT TO IMCO BYLAWS

The Bylaws of IMCO Recycling Inc. shall be amended prior to the Effective Time to include as of the Effective Time, Section 10 of Article III as amended, to read in its entirety as set forth below and following Section 21 of Article III.

Section 10. Quorum and Manner of Acting.

At all meetings of the Board of Directors, a majority of the directors at the time in office (but not less than one-third of the whole Board of Directors) shall constitute a quorum for, the transactions of business, and the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Certificate of Incorporation or by the Bylaws. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 21. Chief Executive Officer Position; Board of Committees before Expiration Date.

The Board of Directors of the Corporation has resolved that, effective as of the Effective Time (as defined in that certain Agreement and Plan of Merger dated as of June 16, 2004, by and among the Corporation, Commonwealth Industries, Inc. and Silver Fox Acquisition Company, as the same may be amended from time to time (the “Merger Agreement’)), Steven Demetriou shall serve as Chairman of the Board and Chief Executive Officer of the Corporation.

Effective as of immediately following the Effective Time and until the second anniversary of the Closing Date (the “Expiration Date”), (i) the Board of Directors of the Corporation shall be comprised of (A) the Chief Executive Officer and Chairman of the Board and (B) an equal number of (1) Continuing Company Directors (as defined in the Merger Agreement) and (2) Continuing Parent Directors (as defined in the Merger Agreement), provided, however, that any vacancy on the Board of Directors created as a result of the death, resignation, retirement or removal of a Parent Continuing Director shall not require any Company Continuing Director to resign from the Board of Directors, and any vacancy on the Board of Directors caused by the death, resignation, retirement or removal of a Company Continuing Director shall not require a Parent Continuing Director to resign from the Board of Directors, in order to be in compliance with this clause (i), and (ii) Committees of the Board of Directors of the Corporation shall be comprised of an equal number of Continuing Company Directors and Continuing Parent Directors. From and after the Effective Time until the Expiration Date, any action of the Board of Directors to nominate for election any person or persons as a director of the Corporation at any annual or special meeting, or by written consent, of the stockholders of the Corporation who is not a Parent Continuing Director or a Company Continuing Director will require the affirmative vote of at least 66 ²/3% of the Directors then in office. In addition, from and after the Effective Time and until the Expiration Date, any amendment or modification of the Board of Directors of the Charter of the Nominating and Governance Committee of the Board of Directors of the Corporation will require the affirmative vote of at least 66 ²/3% of the Directors then in office.

- 1 -

The provisions of this Section 21 may be modified, amended or repealed, and any Bylaw provision inconsistent with the provisions of this Section 21 may be adopted, only by an affirmative vote of at least 66 ²/3% of the Directors then in office or by the affirmative vote of the holders of at least 60% of the voting power of all of the then-outstanding shares of the Voting Stock, voting together as a single class.

- 2 -

EX-3.9

Exhibit 3.9

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:28 PM 10/02/2000

001498461 - 2319210

RESTATED CERTIFICATE OF INCORPORATION

OF

CA LEWISPORT, INC.

CA Lewisport, Inc., a Delaware corporation, hereby certifies as follows:

FIRST. The name of the corporation is CA Lewisport, Inc. The date of filing of its original certificate of incorporation with the Secretary of State of Delaware was December 16, 1992 and the name under which it was originally incorporated was Commonwealth Aluminum Corporation.

SECOND. This restated certificate of incorporation has been duly adopted in accordance with the provisions of Section 245 of the General Corporation Law of the State of Delaware. It only restates and integrates and does not further amend the provisions of the certificate of incorporation of the corporation as heretofore amended or supplemented and there is no discrepancy between those provisions and the provisions of this restated certificate.

THIRD. The text of the certificate of incorporation is hereby restated to read in its entirety as follows:

ARTICLE I

Name

The name of the corporation is CA Lewisport, Inc.

ARTICLE II

Registered Office; Registered Agent

The address of the corporation’s registered office in the state of Delaware is the Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, County of New Castle, Delaware, 19808. The name of its registered agent at such address is the Corporation Service Company.

ARTICLE III

Purpose

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV

Shares

The total number of shares which the corporation shall have authority to issue is 1,000 shares of common stock, no par value per share.

ARTICLE V

By-Laws

The board of directors of the corporation is expressly authorized to adopt, amend or repeal by-laws of the corporation.

ARTICLE VI

Directors

Elections of directors need not be by written ballot except and to the extent provided in the by-laws of the corporation.

The number of directors of the corporation shall be fixed from time to time pursuant to the by-laws of the corporation. Any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares at the time entitled to vote at an election of directors.

ARTICLE VII

Limitation of Liability of Directors

A director of the corporation shall not be liable to the corporation of its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware. No amendment, modification or repeal of this Article VII shall adversely affect any right or protection of a director that exists at the time of such amendment, modification or repeal.

IN WITNESS WHEREOF, CA Lewisport, Inc. has caused this certificate to be signed by Mark V. Kaminski, its President, on the 2nd day of October, 2000.

CA LEWISPORT, INC.
By:	/s/    MARK V. KAMINSKI
	Mark V. Kaminski

CERTIFICATE OF CONVERSION

FROM A CORPORATION TO A LIMITED LIABILITY COMPANY

PURSUANT TO SECTION 266 OF THE DELAWARE GENERAL

CORPORATION LAW

1. The name of the corporation is CA Lewisport, Inc.

2. The date on which the original Certificate of Incorporation was filed with the Secretary of State is December 16, 1992.

3. The name of the limited liability company into which the corporation is herein being converted is CA Lewisport, LLC.

4. The conversion has been approved in accordance with the provisions of Section 266.

CA Lewisport, Inc.
By:	/s/    LENNA RUTH MACDONALD
Name:	Lenna Ruth Macdonald
Title:	V. P., General Counsel and Secretary

State of Delaware	State of Delaware
Secretary of State	Secretary of State
Division of Corporations	Division of Corporations
Delivered 03:13 PM 11/10/2003	Delivered 03:13 PM 11/10/2003
FILED 02:39 PM 11/10/2003	FILED 02:39 PM 11/10/2003
SRV 030720262 - 2319210 FILE	SRV 030720262 - 2319210 FILE

CERTIFICATE OF FORMATION

OF

CA LEWISPORT, LLC

1. The name of the limited liability company is CA Lewisport, LLC.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. This Certificate of Formation shall be effective on date of filing.

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Formation of CA Lewisport, LLC this 7^th day of November, 2003.

Commonwealth Industries, Inc. As Authorized Person
By:	/s/    LENNA RUTH MACDONALD
	Lenna Ruth Macdonald
	Vice President, General Counsel and Secretary

EX-3.10

Exhibit 3.10

LIMITED LIABILITY COMPANY

AGREEMENT

OF

CA LEWISPORT, LLC

This Limited Liability Company Agreement (this “Agreement”) is executed and effective as of this 10th day of November, 2003 by Commonwealth Industries, Inc. (“CII” or the “Member”), as the sole member of CA Lewisport, LLC (the “Company”).

WHEREAS, the Company was formed by CII on November 10, 2003, upon the filing by CII of a Certificate of Formation (the “Certificate”) in the Office of the Secretary of State of the State of Delaware.

NOW THEREFORE, CII, by execution hereof, does hereby continue the Company as a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.), as amended from time to time (the “Delaware Act”), upon the following terms and conditions.

1. Name. The name of the limited liability company is CA Lewisport, LLC. The business of the Company may be conducted upon compliance with all applicable laws under any other name designated by the Member.

2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Delaware Act and engaging in any and all activities necessary, convenient, desirable or incidental to the foregoing, including, without limitation, the production of common alloy aluminum sheet.

3. Powers. In furtherance of its purposes, the Company shall have the power and is hereby authorized to do any and all acts necessary or convenient to carry out any and all of the objects and purposes of the Company and to perform all acts in furtherance thereof, and shall have and any exercise all of the powers and rights conferred upon a limited liability company formed pursuant to the Delaware Act.

4. Term. The term of the Company shall commence on the date the Certificate is filed in the office of the Secretary of State of the State of Delaware and shall continue until November 10, 2053, unless the Company is dissolved before such date in accordance with the provisions of this Agreement. The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate in the manner required by the Delaware Act.

5. Qualification in other Jurisdictions. The Member shall cause the Company to be qualified, formed or registered under assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company transacts business. The Member, through one of its officers, acting as an authorized person within the meaning of the Delaware Act, shall execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

8. Sole Member; Management. The sole member of the Company shall be CII (acting through its duly authorized officers), which shall have all power and authority to act on behalf of the Company in all respects and shall be the sole authorized person within the meaning of the Delaware Act. The Member shall have the power to exercise any and all rights or powers granted to members of a limited liability company pursuant to the Delaware Act. The Company shall not have any managers.

9. Fiscal Year. The fiscal year of the Company (the “fiscal year”) shall end on December 31 in each year. The Member is authorized to make all elections for tax or other purposes as they may deem necessary or appropriate in such connection, including the establishment and implementation of transition periods.

10. Treatment as a Corporation for Tax Purposes. The Member hereby agrees to treat the Company as a corporation for tax purposes.

11. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) November 10, 2053, (b) the written consent of the Member or (c) the entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.

12. Exculpation and Indemnification. In the event that the Member or any of its direct or indirect directors, officers, stockholders, employees, agents, affiliates or controlling persons (collectively, the “Indemnified Persons”; each, including the Member, an “Indemnified Person”), becomes involved, in any capacity, in any threatened, pending or completed, action, proceeding or investigation, in connection with any matter arising out of or relating to the Company’s business or affairs, the Company will periodically reimburse such Indemnified Person for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, provided that such Indemnified Person shall promptly repay to the Company the amount of any such reimbursed expenses paid to it if it shall ultimately be determined that such Indemnified Person is

2

not entitled to be indemnified by the Company in connection with such action, proceeding or investigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, the Company also will indemnify and hold harmless an Indemnified Person against any losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (collectively, “Costs”), to which such an Indemnified Person may become subject in connection with any matter arising out of or in connection with the Company’s business or affairs, except to the extent that any such Costs result solely from the willful misfeasance, gross negligence or bad faith of such Indemnified Person. If for any reason (other than the willful misfeasance, gross negligence, or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this Section 12 shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this Section 12 shall be limited to the Company’s assets, and the Member shall not have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement.

13. Limited Liability. Except as otherwise provided by the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Member nor any affiliate, director, officer, partner’ or controlling person of the Member shall be obligated personally for any such debt, obligation or liability of the Company.

14. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, AND ALL RIGHTS AND REMEDIES SHALL BE DETERMINED UNDER SUCH LAWS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

15. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written instrument executed and delivered by the Member.

3

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of the date first above written.

Member
COMMONWEALTH INDUSTRIES, INC.
By:	/s/    MARK V. KAMINSKI
Name:	Mark V. Kaminski
Title:	President and Chief Executive Officer

4

EX-3.11

Exhibit 3.11

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 06/29/2000

001333217 – 2037117

RESTATED CERTIFICATE OF INCORPORATION

OF

ALFLEX CORPORATION

Alflex Corporation, a Delaware corporation, hereby certifies as follows:

FIRST. The name of the corporation is Alflex Corporation. The date of filing of its original certificate of incorporation with the Secretary of State of the State of Delaware was June 7, 1984 and the name under which it was originally incorporated was Winning Way Inc.

SECOND. This restated certificate of incorporation amends, restates and integrates the provisions of the certificate of incorporation of the corporation and has been duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware by written consent of the holder of all of the outstanding stock entitled to vote thereon in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD. The text of the certificate of incorporation is hereby amended and restated to read in its entirety as follows:

ARTICLE I

Name

The name of the corporation is CI Holdings, Inc.

ARTICLE II

Registered Office; Registered Agent

The address of the corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle. The name of its registered agent at such, address is The Corporation Trust Company.

ARTICLE III

Purpose

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV

Shares

The total number of shares which the corporation shall have the authority to issue is 1,000 shares of common stock of the par value of $.01 per share.

ARTICLE V

By-Laws

The board of directors of the corporation is expressly authorized to adopt, amend or repeal by-laws of the corporation.

ARTICLE VI

Directors

Elections of directors need not be by written ballot except and to the extent provided in the by-laws of the corporation.

The number of directors of the corporation shall be fixed from time to time pursuant to the by-laws of the corporation. Any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares at the time entitled to vote at an election of directors.

ARTICLE VII

Limitation of Liability of Directors

A director of the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of Delaware. No amendment, modification or repeal of this Article VII shall adversely affect any right or protection of a director that exists at the time of such amendment, modification or repeal.

IN WITNESS WHEREOF, Alflex Corporation has caused this Certificate to be signed by Mark V. Kaminski, its President and Chief Executive Officer, as of the 27th day of June, 2000.

ALFLEX CORPORATION
By:	/S/    MARK V. KAMINSKI
	Mark V. Kaminski
	President and Chief Executive Officer

CERTIFICATE OF CONVERSION

FROM A CORPORATION TO A LIMITED LIABILITY COMPANY

PURSUANT TO SECTION 266 OF THE DELAWARE GENERAL

CORPORATION LAW

1. The name of the corporation is CI Holdings, Inc.

2. The date on which the original Certificate of Incorporation was filed with the Secretary of State is June 7,1984.

3. The name of the limited liability company into which the corporation is herein being converted is CI Holdings, LLC.

4. The conversion has been approved in accordance with the provisions of Section 266.

CI Holdings, Inc.
By:	/S/    LENNA RUTH MACDONALD
Name:	Lenna Ruth Macdonald
Title:	V. P., General Counsel and Secretary

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:13 PM 11/10/2003

FILED 02:41 PM 11/10/2003

SRV 030720272 - 2037117 FILE

CERTIFICATE OF FORMATION

OF

CI HOLDINGS, LLC

1. The name of the limited liability company is CI Holdings, LLC.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. This Certificate of Formation shall be effective on date of filing.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of CI Holdings, LLC this 7^th day of November, 2003.

COMMONWEALTH INDUSTRIES, INC. As Authorized Person
By:	/S/    LENNA RUTH MACDONALD
	Lenna Ruth Macdonald
	Vice President, General Counsel and Secretary

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:13 PM 11/10/2003

FILED 02:41 PM 11/10/2003

SRV 030720272 - 2037117 FILE

CERTIFICATE OF CORRECTION

OF

CERTIFICATE OF CONVERSION TO LIMITED LIABILITY COMPANY

OF

CI HOLDINGS, INC.

TO

CI HOLDINGS, LLC

THIS Certificate of Correction of Certificate of Conversion to Limited Liability Company of CI Holdings, Inc. (the “Company”) to CI Holdings, LLC (the “LLC”). dated as of May 20, 2004, has been duly executed and is being filed by the undersigned to correct the Certificate of Conversion to Limited Liability Company of the Company to the LLC, which was filed on November 10, 2003 (the “Certificate”), with the Secretary of State of the State of Delaware under the General Corporation Law of the State of Delaware (8 Del. C. § 101. et seq.) and the Delaware Limited Liability Company Act (6 Del. C. § 18-101. ef seq.) (the “ACT), as permitted by Section 18-211 of the Act

1. The first inaccuracy or defect in the Certificate to be corrected hereby is that paragraph 1 of the Certificate was an inaccurate record of the action therein referred to as it should have stated the name under which the Company was originally incorporated and the name of the Company immediately prior to the filing of the Certificate. Paragraph 1 of the Certificate in corrected form is as follows.

“1. The name under which the Company was originally incorporated was Winning _____ Way Inc. Immediately prior to the filing of this Certificate of Conversion to Limited Liability Company, the Company’s name was CI Holdings, Inc.”

2. The second inaccuracy or defect in the Certificate to be corrected hereby is that paragraph 2 of the Certificate was an inaccurate record of the action therein referred to as it should have stated that the jurisdiction in which the Company was first incorporated was Delaware. Paragraph 2 of the Certificate in corrected form is as follows:

“2. The Company filed its original certificate of incorporation with the Secretary of State of the State of Delaware and was first incorporated on June 7, 1984, in the State of Delaware, and was incorporated in the State of Delaware immediately prior to the filing of this Certificate of Conversion to Limited Liability Company.”

3. The third inaccuracy or defect in the Certificate to be corrected hereby is that the Certificate was defectively executed, as an authorized person of the LLC did not sign the Certificate. That portion of the Certificate in corrected form is as follows:

COMMONWEALTH INDUSTRIES, INC., Authorized Person of LLC
By:	/S/    LENNA RUTH MACDONALD
Name:	Lenna Ruth Macdonald
Title:	Vice President, General Counsel and Secretary

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:40 PM 05/27/2004

FILED 01:40 PM 05/27/2004

SRV 040395248 - 2037117 FILE

IN WITNESS WHEREOF, the undersigned has executed and filed this Certificate of Correction of Certificate of Conversion to Limited Liability Company as of the date first-above written.

COMMONWEALTH INDUSTRIES, INC., Authorized Person of LLC
By:	/S/    LENNA RUTH MACDONALD
Name:	Lenna Ruth Macdonald
Title:	Vice President, General Counsel and Secretary

EX-3.12

Exhibit 3.12

LIMITED LIABILITY COMPANY

AGREEMENT

OF

CI HOLDINGS, LLC

This Limited Liability Company Agreement (this “Agreement”) is executed and effective as of this 10th day of November, 2003 by Commonwealth Industries, Inc. (“CII” or the “Member”), as the sole member of CI Holdings, LLC (the “Company”).

WHEREAS, the Company was formed by CI on November 10, 2003, upon the filing by CII of a Certificate of Formation (the “Certificate”) in the Office of the Secretary of State of the State of Delaware.

NOW THEREFORE, CI, by execution hereof, does hereby continue the Company as a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.), as amended from time to time (the “Delaware Act”), upon the following terms and conditions.

1. Name. The name of the limited liability company is CI Holdings, LLC. The business of the Company may be conducted upon compliance with all applicable laws under any other name designated by the Member.

2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Delaware Act and engaging in any and all activities necessary, convenient, desirable or incidental to the foregoing, including, without limitation, the production of common alloy aluminum sheet.

3. Powers. In furtherance of its purposes, the Company shall have the power and is hereby authorized to do any and all acts necessary or convenient to carry out any and all of the objects and purposes of the Company and to perform all acts in furtherance thereof, and shall have and any exercise all of the powers and rights conferred upon a limited liability company formed pursuant to the Delaware Act.

4. Term. The term of the Company shall commence on the date the Certificate is filed in the office of the Secretary of State of the State of Delaware and shall continue until November 10, 2053, unless the Company is dissolved before such date in accordance with the provisions of this Agreement. The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate in the manner required by the Delaware Act.

5. Qualification in other Jurisdictions. The Member shall cause the Company to be qualified, formed or registered under assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company transacts business. The Member, through one of its officers, acting as an authorized person within the meaning of the Delaware Act, shall execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

8. Sole Member; Management. The sole member of the Company shall be CII (acting through its duly authorized officers), which shall have all power and authority to act on behalf of the Company in all respects and shall be the sole authorized person within the meaning of the Delaware Act. The Member shall have the power to exercise any and all rights or powers granted to members of a limited liability company pursuant to the Delaware Act. The Company shall not have any managers.

9. Fiscal Year. The fiscal year of the Company (the “fiscal year”) shall end on December 31 in each year. The Member is authorized to make all elections for tax or other purposes as they may deem necessary or appropriate in such connection, including the establishment and implementation of transition periods.

10. Treatment as a Corporation for Tax Purposes. The Member hereby agrees to treat the Company as a corporation for tax purposes.

11. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) November 10, 2053, (b) the written consent of the Member or (c) the entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.

12. Exculpation and Indemnification. In the event that the Member or any of its direct or indirect directors, officers, stockholders, employees, agents, affiliates or controlling persons (collectively, the “Indemnified Persons”; each, including the Member, an “Indemnified Person”), becomes involved, in any capacity, in any threatened, pending or completed, action, proceeding or investigation, in connection with any matter arising out of or relating to the Company’s business or affairs, the Company will periodically reimburse such Indemnified Person for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, provided that such Indemnified Person shall promptly repay to the Company the amount of any such reimbursed expenses paid to it if it shall ultimately be determined that such Indemnified Person is

2

not entitled to be indemnified by the Company in connection with such action, proceeding or investigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, the Company also will indemnify and hold harmless an Indemnified Person against any losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (collectively, “Costs”), to which such an Indemnified Person may become subject in connection with any matter arising out of or in connection with the Company’s business or affairs, except to the extent that any such Costs result solely from the willful misfeasance, gross negligence or bad faith of such Indemnified Person. If for any reason (other than the willful misfeasance, gross negligence, or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this Section 12 shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this Section 12 shall be limited to the Company’s assets, and the Member shall not have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement.

13. Limited Liability. Except as otherwise provided by the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Member nor any affiliate, director, officer, partner or controlling person of the Member shall be obligated personally for any such debt, obligation or liability of the Company.

14. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, AND ALL RIGHTS AND REMEDIES SHALL BE DETERMINED UNDER SUCH LAWS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

15. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written instrument executed and delivered by the Member.

3

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of the date first above written.

Member
COMMONWEALTH INDUSTRIES, INC.
By:	/S/    MARK V. KAMINSKI
Name:	Mark V. Kaminski
Title:	President and Chief Executive Officer

4

EX-3.13

Exhibit 3.13

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 10:01 AM 10/16/1998

981400361 - 2956286

CERTIFICATE OF INCORPORATION

OF

COMMONWEALTH ALUMINUM CORPORATION

ARTICLE I

Name

The name of the corporation is Commonwealth Aluminum Corporation.

ARTICLE II

Registered Office; Registered Agent

The address of the corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

Purpose

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV

Shares

The total number of shares which the corporation shall have authority to issue is 1,000 shares of common stock of the par value $.01 cent per share.

ARTICLE V

Incorporator

The name and mailing address of the incorporator is John E. Merow, c/o Sullivan & Cromwell, 125 Broad Street, New York, New York 10004-2498.

ARTICLE VI

By-Laws

The board of directors of the corporation is expressly authorized to adopt, amend or repeal by-laws of the corporation.

ARTICLE VII

Directors

Elections of directors need not be by written ballot except and to the extent provided in the by-laws of the corporation.

The number of directors of the corporation shall be fixed from time to time pursuant to the by-laws of the corporation. Any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares at the time entitled to vote at an election of directors.

IN WITNESS WHEREOF, I have signed this certificate of incorporation this 14th day of October, 1998.

/s/    JOHN E. MEROW        

John E. Merow

Sole Incorporator

-2-

CERTIFICATE OF CONVERSION

FROM A CORPORATION TO A LIMITED LIABILITY COMPANY

PURSUANT TO SECTION 266 OF THE DELAWARE GENERAL

CORPORATION LAW

1. The name of the corporation is Commonwealth Aluminum Corporation.

2. The date on which the original Certificate of Incorporation was filed with the Secretary of State is October 16, 1998.

3. The name of the limited liability company into which the corporation is herein being converted is Commonwealth Aluminum, LLC.

4. The conversion has been approved in accordance with the provisions of Section 266.

Commonwealth Aluminum Corporation
By:	/s/    LENNA RUTH MACDONALD
Name:	Lenna Ruth Macdonald
Title:	V. P., General Counsel and Secretary

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:08 PM 11/10/2003

FILED 02:38 PM 11/10/2003

SRV 030720249 - 2956286 FILE

CERTIFICATE OF FORMATION

OF

COMMONWEALTH ALUMINUM, LLC

1. The name of the limited liability company is Commonwealth Aluminum, LLC.

2. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

3. This Certificate of Formation shall be effective on date of filing.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Commonwealth Aluminum, LLC this 7^th day of November, 2003.

COMMONWEALTH ALUMINUM CONCAST, INC. As Authorized Person
By:	/s/    LENNA RUTH MACDONALD
	Lenna Ruth Macdonald
	Vice President, General Counsel and Secretary

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:08 PM 11/10/2003

FILED 02:38 PM 11/10/2003

SRV 030720249 - 2956286 FILE

EX-3.14

Exhibit 3.14

LIMITED LIABILITY COMPANY

AGREEMENT

OF

COMMONWEALTH ALUMINUM, LLC

This Limited Liability Company Agreement (this “Agreement”) is executed and effective as of this 10th day of November, 2003 by Commonwealth Aluminum Concast, Inc. (“CACI” or the “Member”), as the sole member of Commonwealth Aluminum, LLC (the “Company”).

WHEREAS, the Company was formed by CACI on November 10, 2003, upon the filing by CACI of a Certificate of Formation (the “Certificate”) in the Office of the Secretary of State of the State of Delaware.

NOW THEREFORE, CACI, by execution hereof, does hereby continue the Company as a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.), as amended from time to time (the “Delaware Act”), upon the following terms and conditions.

1. Name. The name of the limited liability company is Commonwealth Aluminum, LLC. The business of the Company may be conducted upon compliance with all applicable laws under any other name designated by the Member.

2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Delaware Act and engaging in any and all activities necessary, convenient, desirable or incidental to the foregoing, including, without limitation, the production of common alloy aluminum sheet.

3. Powers. In furtherance of its purposes, the Company shall have the power and is hereby authorized to do any and all acts necessary or convenient to carry out any and all of the objects and purposes of the Company and to perform all acts in furtherance thereof, and shall have and any exercise all of the powers and rights conferred upon a limited liability company formed pursuant to the Delaware Act.

4. Term. The term of the Company shall commence on the date the Certificate is filed in the office of the Secretary of State of the State of Delaware and shall continue until November 10, 2053, unless the Company is dissolved before such date in accordance with the provisions of this Agreement. The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate in the manner required by the Delaware Act.

5. Qualification in other Jurisdictions. The Member shall cause the Company to be qualified, formed or registered under assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company transacts business. The Member, through one of its officers, acting as an authorized person within the meaning of the Delaware Act, shall execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

8. Sole Member; Management. The sole member of the Company shall be CACI (acting through its duly authorized officers), which shall have all power and authority to act on behalf of the Company in all respects and shall be the sole authorized person within the meaning of the Delaware Act. The Member shall have the power to exercise any and all rights or powers granted to members of a limited liability company pursuant to the Delaware Act. The Company shall not have any managers.

9. Fiscal Year. The fiscal year of the Company (the “fiscal year”) shall end on December 31 in each year. The Member is authorized to make all elections for tax or other purposes as they may deem necessary or appropriate in such connection, including the establishment and implementation of transition periods.

10. Treatment as a Corporation for Tax Purposes. The Member hereby agrees to treat the Company as a corporation for tax purposes.

11. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) November 10, 2053, (b) the written consent of the Member or (c) the entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.

12. Exculpation and Indemnification. In the event that the Member or any of its direct or indirect directors, officers, stockholders, employees, agents, affiliates or controlling persons (collectively, the “Indemnified Persons”; each, including the Member, an “Indemnified Person”), becomes involved, in any capacity, in any threatened, pending or completed, action, proceeding or investigation, in connection with any matter arising out of or relating to the Company’s business or affairs, the Company will periodically reimburse such Indemnified Person for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, provided that such Indemnified Person shall promptly repay to the Company the amount of any such reimbursed expenses paid to it if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company in connection with such action, proceeding or

investigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, the Company also will indemnify and hold harmless an Indemnified Person against any losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (collectively, “Costs”), to which such an Indemnified Person may become subject in connection with any matter arising out of or in connection with the Company’s business or affairs, except to the extent that any such Costs result solely from the willful misfeasance, gross negligence or bad faith of such Indemnified Person. If for any reason (other than the willful misfeasance, gross negligence, or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this Section 12 shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this Section 12 shall be limited to the Company’s assets, and the Member shall not have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement.

13. Limited Liability. Except as otherwise provided by the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Member nor any affiliate, director, officer, partner or controlling person of the Member shall be obligated personally for any such debt, obligation or liability of the Company.

14. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, AND ALL RIGHTS AND REMEDIES SHALL BE DETERMINED UNDER SUCH LAWS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

15. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written instrument executed and delivered by the Member.

3

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of the date first above written.

Member
COMMONWEALTH ALUMINUM CONCAST, INC.
By:	/s/    MARK V. KAMINSKI
Name:	Mark V. Kaminski
Title:	President and Chief Executive Officer

4

EX-3.15

Exhibit 3.15

ARTICLES OF INCORPORATION

OF

BARBERTON IRON AND METAL COMPANY INC.

The undersigned, a majority of whom are citizens of the United States, desiring to form a corporation, for profit, under the General Corporation Act of Ohio, do hereby certify:

FIRST

The name of said corporation shall be Barberton Iron and Metal Company, Inc.

SECOND

The place in Ohio where its principal office is to be located is Barberton, Ohio, in Summit County.

THIRD

The purpose or purposes for which it is formed are to engage in the purchase, processing, and sale of ferreous and nonferreous metals and further to engage in a general salvage business and the doing of all things necessary and incident thereto.

FOURTH

The maximum number of shares which the corporation is authorized to have outstanding is two hundred fifty (250) all of which shall be common shares without par value.

FIFTH

The amount of capital with which the corporation will begin business is Five hundred (500) Dollars.

IN WITNESS WHEREOF, we have hereunto subscribed our names, this 12th day of September, 1949.

/S/ JOHN E. KAUFMAN

/S/ MARJORIE WILLIAMSON

/S/ BEN W. HOLUB

Incorporators

STATE OF OHIO	SS
SUMMIT COUNTY

Personally appeared before me, the undersigned, a Notary Public, in and for said county, this 12^th day of September, 1949, the above named John E. Kaufman, Marjorie Williamson, and Ben W. Holub, who each severally acknowledged the signing of the foregoing articles of incorporation to be his free act and deed, for the uses and purposes therein mentioned.

WITNESS my hand and official seal on the day and year last aforesaid.

/s/    FREDERICK G. CAIN        

Fred G. Cain – Notary Public

APPOINTMENT OF AGENT

KNOW ALL MEN BY THESE PRESENTS:

That Ben W. Holub of 935 Second National Building, in Akron, Summit County, Ohio, a natural person and resident of said county, being the county in which the principal office of Barberton Iron and Metal Company, Inc. is located, is hereby appointed as the person on whom process, tax notices and demands against said Barberton Iron and Metal Company, Inc. may be served.

BARBERTON IRON AND METAL COMPANY, INC.
BY	/S/ JOHN E. KAUFMAN
	/S/ MARJORIE WILLIAMSON
	/S/ BEN W. HOLUB
	Incorporators

Barberton Iron and Metal Company, Inc. Barberton, Ohio September 12, 1949

Gentlemen:

I hereby accept the appointment as the representative of your company upon whom process, tax notices, or demands may be served.

/S/ BEN W. HOLUB

Agent

STATE OF OHIO	SS
SUMMIT COUNTY

Personally appeared before me, the undersigned, a Notary Public in and for said county, this 12th day of September, 1949, the above named Ben W. Holub, who acknowledged the signing of the foregoing to be his free act and deed for the uses and purposes therein mentioned.

Witness my hand and official seal on the day and year last aforesaid.

/s/    FREDERICK G. CAIN        

Frederick G. Cain – Notary Public in and

for Summit County, Ohio

BARBERTON IRON & METAL CO., INC.

Abe M. Senser, President, and Edward I. Abramson, Secretary, or Barberon Iron & Metal Co., Inc., an Ohio corporation, with its principal office located at 753 West Waterloo Road, Akron, Ohio, do hereby certify that at an annual meeting of the Board of Directors of said corporation, held on the 3rd day of October, 1957, at 11:00 A.M., at which meeting, all of the Directors were present, and that at such meeting the following Resolution of Amendment to the Articles of Incorporation was duly adopted by the Board of Directors:

“RESOLVED: That the number of shares which the corporation is authorized to have outstanding is 950 shares, all of which shall be common shares, without par value, of which amount 220 shares are presently issued and outstanding and 30 shares of which are authorized but not issued.

“Shares without par value may be issued by the corporation for such amount of consideration as may be specified by the Board of Directors. The Board of Directors in its discretion may fix different amounts and/or kinds of consideration for the issuance of shares without par value, and may determine that only a part of proportion of the amount or amounts of consideration which shall be resolved by the corporation shall be stated capital. Any and all shares without par value so issued, the consideration for which, as fixed by the Board of Directors, has been paid or delivered, shall be fully paid and non-assessible.

“The President and Secretary of this corporation are hereby authorized and directed to file in the office of the Secretary of the State of Ohio a Certificate of Amendment accordingly.”

Said President and Secretary do hereby further certify that at a regular meeting of the shareholders of said corporation which was held on the 3rd day of October, 1957, at 10:00 A.M., at which meeting all of the shareholders entitled to vote were present, the above Resolution of Amendment to the Articles of Incorporation was unanimously adopted by the shareholders.

In witness whereof, said Abe M. Senser, President, and Edward I. Abramson, Secretary, of Barberton Iron & Metal Co., Inc., acting for and on behalf of said corporation have hereto affixed their names and caused the seal of said corporation to be hereto affixed this 10th day of October, 1957.

BARBERTON IRON & METAL CO.
By	/S/ ABE M. SENSER
	President
By	/S/ EDWARD I. ABRAMSON
	Secretary

CERTIFICATE OF AMENDMENT

TO

ARTICLES OF INCORPORATION

OF

BARBERTON IRON AND METAL COMPANY, INC.

Jacob Pollock, President, and Edward I. Abramson, Secretary, of Barberton Iron and Metal Company, Inc., an Ohio corporation, with its principal office, located at 753 West Waterloo Road, Akron, Ohio, do hereby certify that at a Special Meeting of the Board of Directors of said corporation, duly held on the 10th day of February, 1964, at which meeting all of the Directors were present, and that at such meeting the following resolution of amendment to the Articles of Incorporation was duly adopted, pursuant to the authority set forth by the Revised Code of Ohio, to-wit:

RESOLVED, that the name of said corporation be changed from BARBERTON IRON AND METAL COMPANY, INC. to BARBERTON ALUMINUM AND METAL COMPANY, INC., as provided by the Articles of Incorporation of this corporation; that the President and Secretary of this corporation be and they are hereby authorized and directed to file in the Office of the Secretary of State of the State of Ohio, a Certificate of Amendment accordingly. That the principal office of the corporation be changed from Barberton, Ohio to Akron, Ohio.

IN WITNESS WHEREOF, said Jacob Pollock, President, and Edward I. Abramson, Secretary, of Barberton Iron and Metal Company, Inc., acting for and on behalf of said corporation, have hereunto subscribed their names and caused the seal of said corporation to be hereunto affixed this 11th day of February, 1964.

/s/    JACOB POLLOCK        

Jacob Pollock, President

/s/    EDWARD I. ABRAMSON        

Edward I. Abramson, Secretary

CERTIFICATE OF AMENDMENT

TO

ARTICLES OF INCORPORATION

OF

BARBERTON ALUMINUM AND METAL COMPANY, INC.

Jacob Pollock, President, and Edward I. Abramson, Secretary, of BARBERTON ALUMINUM AND METAL COMPANY, INC., an Ohio corporation, with its principal office located at 753 West Waterloo Road, Akron, Ohio, do hereby certify that at a regular Annual Meeting of the Board of Directors of said corporation, duly held on the 2^nd day of October, 1967, at which meeting all of the Directors were present, and that at such meeting the following resolution of amendment to the Articles of Incorporation was duly adopted, pursuant to the authority set forth in the Revised Code of Ohio, to-wit:

RESOLVED, that the name of said corporation be changed from BARBERTON ALUMINUM AND METAL COMPANY, INC., to BARMET INDUSTRIES, INC., as provided by the Articles of Incorporation of this corporation; that the President and Secretary of this corporation be and they are hereby authorized and directed to file in the Office of the Secretary of State of the State of Ohio, a Certificate of Amendment accordingly.

IN WITNESS WHEREOF, said Jacob Pollock, President, and Edward I. Abramson, Secretary, of BARBERTON ALUMINUM AND METAL COMPANY, INC., acting for and on behalf of said corporation, have hereunto subscribed their names and caused the seal of said corporation to be hereunto affixed the 22nd day of January, 1968.

/s/    JACOB POLLOCK        

JACOB POLLOCK, President

/s/    EDWARD I. ABRAMSON        

EDWARD I. ABRAMSON, Secretary

AGREEMENT OF MERGER

This Agreement of Merger dated on this 2nd day of December, 1982, is made and entered into by and between ALUMAFINE, INC. (“Alumafine” ), BARMET AIR, INC. (“Barmet Air”), BARMET OF NEEDMORE, INC. (“Barmet of Needmore”) and BARMET INDUSTRIES, INC. (“Barmet Industries”), the parties hereinafter sometimes collectively referred to as the (“Constituent Corporations”);

W I T N E S S E T H :

WHEREAS, the respective Boards of Directors of the Constituent Corporations have deemed it advisable that Alumafine, Barmet Air and Barmet of Needmore be merged into Barmet Industries in the manner provided for in Section 1701.80 of the Ohio Revised Code; and

WHEREAS, the respective Boards of Directors and Shareholders of the Constituent Corporations have approved this Agreement of Merger;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the Constituent Corporations have agreed and do hereby agree to merge upon the terms and conditions provided herein.

First. The names of the Constituent Corporations and the states pursuant to which they are organized are:

NAME OF CORPORATION	STATE
Alumafine, Inc.	Ohio
Barmet Air, Inc.	Ohio
Barmet of Needmore, Inc.	Ohio
Barmet Industries, Inc.	Ohio

Second. Alumafine, Barmet Air and Barmet of Needmore shall be merged into Barmet Industries with the name of the surviving corporation to be Barmet Industries, Inc. and with said surviving corporation to be governed by the laws of the State of Ohio.

Third. Alumafine has issued and outstanding 500 shares of no par common stock all of which are owned by Barmet Industries; Barmet Air has issued an outstanding 500 shares of no par common stock all of which are owned by Barmet Industries and Barmet of Needmore has issued an outstanding 500 shares of common no par stock all of which are owned by Barmet Industries.

Fourth. All the shares of Barmet Industries issued and outstanding on the date of the merger shall remain issued and outstanding and all the shares of Alumafine, Barmet Air and Barmet of Needmore issued and outstanding on the date of the merger shall be cancelled as of the effective date of the merger.

Fifth. The Articles of Incorporation and the Code of Regulations of Barmet Industries in effect immediately prior to the merger shall continue to be the Articles of Incorporation and the Code of Regulations of the surviving corporation.

2

Sixth. The officers and directors of Barmet Industries immediately prior to the merger shall continue to be the officers and directors of the surviving corporation.

Seventh. The effective date of the merger shall be the date on which the merger is filed with the State of Ohio.

Eighth. Barmet Industries shall possess all the rights, privileges, immunities, powers, franchises and authority, both of a public and private nature, of the Constituent Corporations to this merger; the property of every kind and description and every interest therein and all the obligations of Alumafine, Barmet Air and Barmet of Needmore shall thereafter be taken and deemed to be transferred to and invested in Barmet Industries in complete liquidation and redemption of all the issued and outstanding stock of Alumafine, Barmet Air and Barmet of Needmore.

Dated this 2^nd day of Dec., 1982.

ALUMAFINE, INC.
By:	/s/    JACOB POLLOCK
	Jacob Pollock, President
By:	/s/    JOHN M. GLENN
	John M. Glenn, Secretary

BARMET AIR, INC.
By:	/s/    JACOB POLLOCK
	Jacob Pollock, President
By:	/s/    JOHN M. GLENN
	John M. Glenn, Secretary

3

BARMET OF NEEDMORE, INC.
By:	/s/    JACOB POLLOCK
	Jacob Pollock, President
By:	/s/    JOHN M. GLENN
	John M. Glenn, Secretary

BARMET INDUSTRIES, INC.
By:	/s/    JACOB POLLOCK
	Jacob Pollock, President
By:	/s/    JOHN M. GLENN
	John M. Glenn, Secretary

4

CERTIFICATE OF MERGER OF ALUMAFINE, INC.

AND

BARMET AIR, INC.

AND

BARMET OF NEEDMORE, INC.

INTO

BARMET INDUSTRIES, INC.

We, the undersigned, Jacob Pollock as President and John M. Glenn as Secretary of Alumafine, Inc., and Ohio corporation, do hereby certify that in accordance Section 1701.80 of the Ohio Revised Code the foregoing Agreement of Merger was approved by unanimous vote of the Shareholders and Directors of said corporation acting in writing without the holding a meeting as of the 2nd day of December, 1982, pursuant to Section 1701.54 of the Ohio Revised Code and that the President and Secretary of Alumafine, Inc. were authorized thereby to execute said agreement on its behalf.

IN WITNESS WHEREOF, the undersigned, acting for and on behalf of said corporation have hereunto set their hands this 2^nd day of Dec., 1982.

ALUMAFINE, INC.
By:	/S/    JACOB POLLOCK
	Jacob Pollock, President
By:	/S/    JOHN M. GLENN
	John M. Glenn, Secretary

CERTIFICATE OF MERGER OF ALUMAFINE, INC.

AND

BARMET AIR, INC.

AND

BARMET OF NEEDMORE, INC.

INTO

BARMET INDUSTRIES, INC.

We, the undersigned, Jacob Pollock as President and John M. Glenn as Secretary of Barmet of Needmore, Inc., and Ohio corporation, do hereby certify that in accordance Section 1701.80 of the Ohio Revised Code the foregoing Agreement of Merger was approved by unanimous vote of the Shareholders and Directors of said corporation acting in writing without the holding a meeting as of the 2nd day of December, 1982, pursuant to Section 1701.54 of the Ohio Revised Code and that the President and Secretary of Barmet of Needmore, Inc. were authorized thereby to execute said agreement on its behalf.

IN WITNESS WHEREOF, the undersigned, acting for and on behalf of said corporation have hereunto set their hands this 2^nd day of Dec., 1982.

BARMET OF NEEDMORE, INC.
By:	/S/    JACOB POLLOCK
	Jacob Pollock, President
By:	/S/    JOHN M. GLENN
	John M. Glenn, Secretary

CERTIFICATE OF MERGER OF ALUMAFINE, INC.

AND

BARMET AIR, INC.

AND

BARMET OF NEEDMORE, INC.

INTO

BARMET INDUSTRIES, INC.

We, the undersigned, Jacob Pollock as President and John M. Glenn as Secretary of Barmet Air, Inc., and Ohio corporation, do hereby certify that in accordance Section 1701.80 of the Ohio Revised Code the foregoing Agreement of Merger was approved by unanimous vote of the Shareholders and Directors of said corporation acting in writing without the holding a meeting as of the 2nd day of December, 1982, pursuant to Section 1701.54 of the Ohio Revised Code and that the President and Secretary of Barmet Air, Inc. were authorized thereby to execute said agreement on its behalf.

IN WITNESS WHEREOF, the undersigned, acting for and on behalf of said corporation have hereunto set their hands this 2nd day of DEC., 1982.

BARMET AIR, INC.
By:	/S/    JACOB POLLOCK
	Jacob Pollock, President
By:	/S/    JOHN M. GLENN
	John M. Glenn, Secretary

CERTIFICATE OF MERGER OF ALUMAFINE, INC.

AND

BARMET AIR, INC.

AND

BARMET OF NEEDMORE, INC.

INTO

BARMET INDUSTRIES, INC.

We, the undersigned, Jacob Pollock as President and John M. Glenn as Secretary of Barmet Industries, Inc., and Ohio corporation, do hereby certify that in accordance Section 1701.80 of the Ohio Revised Code the foregoing Agreement of Merger was approved by unanimous vote of the Shareholders and Directors of said corporation acting in writing without the holding a meeting as of the 2nd day of December, 1982, pursuant to Section 1701.54 of the Ohio Revised Code and that the President and Secretary of Barmet Industries, Inc. were authorized thereby to execute said agreement on its behalf.

IN WITNESS WHEREOF, the undersigned, acting for and on behalf of said corporation have hereunto set their hands this 2^nd day of Dec., 1982.

BARMET INDUSTRIES, INC.
By:	/s/    JACOB POLLOCK
	Jacob Pollock, President
By:	/s/    JOHN M. GLENN
	John M. Glenn, Secretary

CERTIFICATE OF AMENDED

ARTICLES OF INCORPORATION

OF

BARMET INDUSTRIES, INC.

Jacob Pollock, President, and John M. Glenn, Secretary, of Barmet Industries, Inc., an Ohio Corporation organized for profit with its principal office located in Barberton, Summit County, Ohio, do hereby certify that in accordance with Sections 1701.70 and 1701.71 of the Ohio Revised Code, the Shareholders and Directors held a joint meeting pursuant to Section 1701.54 of the Ohio Revised Code as of the 1^st day of October 1983 to amend the Articles of Incorporation, and that by the unanimous affirmative vote and written consent of the Shareholders and Directors, the following resolution of amendment was adopted:

BE IT RESOLVED by the Shareholders and Directors of Barmet Industries, Inc. that the following Amended Articles of Incorporation be, and the same are hereby adopted to supercede and take the place of the existing Articles of Incorporation and all amendments thereto:

AMENDED

ARTICLES OF INCORPORATION

OF

BARMET INDUSTRIES, INC.

ARTICLE I

The name of the Corporation shall be Barmet Industries, Inc.

ARTICLE II

The place in Ohio where the principal office of the Corporation is to be located is in the City of Barberton, County of Summit.

ARTICLE III

The Corporation is formed for the purpose of engaging in any lawful act or activity for which corporations may be formed under Sections 1701.01 to 1701.98, inclusive, of the Ohio Revised Code.

ARTICLE IV

The maximum number of shares which the Corporation is authorized to have outstanding is 9,000, which shall be divided into classes as follows:

1,500 Shares of Class A Voting Common

7,500 Shares of Class B Non-Voting Common

The classes described above shall have the following express terms.

CLASS B

NON-VOTING COMMON

Dividends. The holders of the Class B shares shall be entitled to receive dividends on their shares at the same time as any dividend is declared by the Board of Directors of the Corporation on the Class A shares, in an amount or value equal to one-fifth of the value of the concurrent dividend declared on the Class A shares. No dividends shall be paid to or set apart for payment on the Class B shares unless a dividend is concurrently paid or set apart for payment on the Class A shares.

2

Liquidation. Upon the partial or complete liquidation of the Corporation, the holders of Class B shares shall be entitled to share on a non-preferential basis with the holders of the Class A shares in the liquidating distributions of the Corporation, except that the liquidating distribution paid on a Class B share shall be one-fifth of the amount paid on a Class A share. The consolidation or merger of the Corporation with any other corporation, or a sale of all or substantially all of the assets of the Corporation, shall not be construed as a liquidation within the meaning hereof.

Voting. The Class B shares shall have no voting rights, except as otherwise provided by law.

Par Value. The Class B shares shall have a par value of $4.00 per share.

CLASS A

VOTING COMMON

Dividends. The Class A shares shall be entitled to dividends when and as declared by the Board of Directors.

Liquidation. In the case of any partial or complete liquidation of the Corporation, the holders of the Class A shares shall be entitled to share on a non-preferential basis with the holders of the Class B shares in the liquidating distributions of the Corporation, except that the liquidating distribution paid on a Class A share shall be five times as great as that paid on a Class B share.

Voting. The common shares shall have full voting rights, each share to entitle the holder thereof to one vote on all matters coming before the Shareholders.

3

Par Value. The common shares shall have a par value of $20 per share.

ARTICLE V

These Amended Articles of incorporation supersede the original Articles of Incorporation and all amendments thereto, recorded with the Secretary of the State of Ohio.

ARTICLE VI

Except as otherwise authorized by the Shareholders or Directors, no holder of shares of the Corporation of any class, now or hereafter authorized, shall have any preferential or pre-emptive right to subscribe for, purchase or receive any shares of the Corporation of any class, now or hereafter authorized, or any options or warrants for such shares, or any rights to subscribe to or purchase such shares or any securities, bonds or other evidences of indebtedness convertible into or exchangeable for such shares, which may at any time be issued, sold or offered for sale by the Corporation.

ARTICLE VII

The Corporation may redeem or purchase shares of any kind or class issued by it, to such extent, at such time, in such manner and upon such terms as its Board of Directors shall determine; provided, however, that the Corporation shall not redeem or purchase its own shares if immediately thereafter its assets would be less than its liabilities plus stated capital, or if the Corporation is insolvent, or if there is reasonable ground to believe that by such redemption or purchase it would be rendered insolvent.

4

ARTICLE VIII

A Director of this Corporation shall not be disqualified by such office from dealing or contracting with this Corporation as vendor, purchaser, employee, agent or otherwise; nor shall any transaction or contract or act of this Corporation be void or voidable or in any way invalidated or affected by reason of the fact that any organization or member of any organization of which such Director is a member of any corporation or of which such Director is a shareholder or director is in any way interested in such transaction or contract or act, provided that the fact that such member, such organization, or such corporation is so interested in such transaction or contract or act has been disclosed or is known to the Board of Directors of this corporation or such members thereof as shall be present at the meeting of such Board of Directors at which any such transaction or contract or act shall be taken and provided that if such fact is so disclosed or known no such Director shall be accountable or responsible to this Corporation for, or in respect of, any such transaction or contract or act of this Corporation or for any gains or profits realized by him by reason of the fact that he or any organization of which he is a member, shareholder or director is interested in such transaction or contract or act.

ARTICLE IX

In the case of any proposal or proceeding for the (1) amendment of the Code of Regulations; (2) sale, exchange or other dispostion of all, or substantially all, of the assets

5

of the Corporation; (3) merger of consolidation of the Corporation into a domestic corporation; (4) merger of consolidation of the Corporation into a foreign corporation; (5) combination or majority share acquisition wherein this Corporation is the acquiring corporation; or (6) the voluntary dissolution of this Corporation, whereunder Shareholder authorization is required by the General Corporation Law of Ohio, such Shareholder authorization shall be sufficient if the proposal or proceeding in question shall have received the affirmative vote of not less than a majority of the voting power of the shareholders of the Corporation entitled to vote upon the proposal or proceeding; provided, however, if the General Corporation Law prohibits the approval of a proposal or proceeding by a majority but requires some number of votes greater than a majority, then such proposal or proceeding must receive the affirmative vote so specified.

ARTICLE X

Any provision contained in these Amended Articles of Incorporation may be amended, altered or repealed by the affirmative vote or consent of the holders of shares entitling them to exercise a majority of the voting power of the Corporation or by the affirmative vote of a majority of the holders of shares of every particular class entitled by law or these Amended Articles of Incorporation to vote on such amendment, alteration or repeal, unless a greater vote is mandatory under these Amended Articles or the statutes of the State of Ohio.

6

IN WITNESS WHEREOF, said Jacob Pollock, President and John M. Glenn, Secretary of Barmet Industries, Inc., acting for and on behalf of said Corporation, have hereunto subscribed their names as of the 1st day of October, 1983.

BARMET INDUSTRIES, INC.
BY:	/s/    JACOB POLLOCK
	Jacob Pollock, President
	/s/    JOHN M. GLENN
	John M. Glenn, Secretary

7

CERTIFICATE OF AMENDMENT

TO THE ARTICLES OF INCORPORATION OF

BARMET INDUSTRIES, INC.

Jacob Pollock, President, and John M. Glenn, Secretary, of Barmet Industries, Inc., an Ohio corporation organized for profit with its principal office located in Barberton, Summit County, Ohio, do hereby certify that in accordance with §1701.70 and §1701.71 of the Ohio Revised Code, the Shareholders and Directors held a joint meeting pursuant to §1701.54 of the Ohio Revised Code as of the 21st day of October, 1983, to amend the Articles of Incorporation and that by the unanimous vote and written consent of the Shareholders and Directors, the following resolution of amendment was adopted.

BE IT RESOLVED by the Shareholders and Directors of Barmet Industries, Inc. that the following Article IV be and the same hereby is adopted to supersede and take the place of the existing Article IV in the existing Articles of Incorporation:

ARTICLE IV

The maximum number of shares which the corporation is authorized to have outstanding is 9,000 which shall be divided into classes as follows:

1,500 shares of Class A voting common stock

7,500 shares of Class B nonvoting common stock

Each share of common stock whether Class A or Class B shall be entitled to participate equally with each other share of common stock both in the receipt of cash dividends and in the event of liquidation, dissolution, or winding up of the corporation, whether voluntary or

involuntary, in the distribution of the assets of the corporation available to the Shareholders.

Each share of Class A common stock shall be entitled to one vote. The holders of the outstanding shares of Class B stock shall not be entitled to vote except in those instances provided by law where the stock of a nonvoting class is entitled to vote.

The par value of the Class A and Class B shares of common stock shall be Twenty Dollars ($20.00) per share.

IN WITNESS WHEREOF, said Jacob Pollock, President and John M. Glenn, Secretary of Barmet Industries, Inc., acting for and on behalf of said corporation, have hereunto subscribed their names as of the 21st day of October, 1983.

BARMET INDUSTRIES, INC.
By:	/s/    JACOB POLLOCK
	Jacob Pollock, President
By:	/s/    JOHN GLENN
	John Glenn, Secretary

CERTIFICATE OF MERGER

OF

BARMET OF INDIANA, INC.

AND

BARMET OF KENTUCKY, INC.

INTO

BARMET INDUSTRIES, INC.

The undersigned officers of Barmet of Indiana, Inc., Barmet of Kentucky, Inc. and Barmet Industries, Inc. hereby certify that the agreement of merger to which this certificate is attached was duly approved pursuant to the respective Articles of Incorporation of each of the constituent corporations and the laws of the State of Ohio, the State of their incorporation, by the unanimous written consent of their respective boards of directors and that no vote of their respective shareholders was required to approve and adopt the agreement of merger because the conditions set forth in divisions (D)(1), (2), (3), and (4) of Section 1701.78 of the Ohio Revised Code do not exist.

Dated this 15^th day of December, 1986.

BARMET OF INDIANA, INC.
By	/s/    RICHARD D. POLLOCK
	Richard D. Pollock, Its President
By	/s/    ROBIN CRAWFIS YOUNG
	Robin Crawfis Young, Its Assistant Secretary
BARMET OF KENTUCKY, INC.
By	/s/    RICHARD D. POLLOCK
	Richard D. Pollock, Its President
By	/s/    ROBIN CRAWFIS YOUNG
	Robin Crawfis Young, Its Assistant Secretary
BARMET INDUSTRIES, INC.
By	/s/    RICHARD D. POLLOCK
	Richard D. Pollock, Its President
By	/s/    ROBIN CRAWFIS YOUNG
	Robin Crawfis Young, Its Assistant Secretary

SIXTH: All shares of Barmet Industries, Inc. issued and outstanding on the date of the merger shall remain issued and outstanding and all shares of Barmet of Indiana, Inc. and Barmet of Kentucky, Inc. issued and outstanding on the date of the merger shall be cancelled as of the effective date of the merger.

SEVENTH: Barmet Industries, Inc. shall possess all of the rights, privileges, immunities, powers, franchises and authority, both of a public and private nature, of each of the constituent corporations to this merger; the property of every kind and description, and every interest therein, and all obligations of Barmet of Indiana, Inc. and Barmet of Kentucky, Inc. shall thereafter be taken and deemed to be transferred to and vested in Barmet Industries, Inc., in complete liquidation and redemption of all of the issued and outstanding stock of Barmet of Indiana, Inc. and Barmet of Kentucky, Inc.

EIGHTH: The effective date of the merger shall be 12:01 a.m. January 1, 1987.

BARMET OF INDIANA, INC.
By	/s/    RICHARD D. POLLOCK
	Richard D. Pollock, Its President
By	/s/    ROBIN CRAWFIS YOUNG
	Robin Crawfis Young, Its Assistant Secretary
BARMET OF KENTUCKY, INC.
By	/s/    RICHARD D. POLLOCK
	Richard D. Pollock, Its President
By	/s/    ROBIN CRAWFIS YOUNG
	Robin Crawfis Young, Its Assistant Secretary
BARMET INDUSTRIES, INC.
By	/s/    RICHARD D. POLLOCK
	Richard D. Pollock, Its President
By	/s/    ROBIN CRAWFIS YOUNG
	Robin Crawfis Young, Its Assistant Secretary

- 2 -

AGREEMENT OF MERGER

OF

BARMET OF INDIANA, INC.

AND

BARMET OF KENTUCKY, INC.

INTO

BARMET INDUSTRIES, INC.

Pursuant to the provisions of Ohio Revised Code Section 1701.80, the undersigned corporations adopt the following agreement of merger for the purpose of merging Barmet of Indiana, Inc., an Ohio corporation, and Barmet of Kentucky, Inc., an Ohio corporation, into Barmet Industries, Inc., an Ohio Corporation.

FIRST: The names of the undersigned corporations and the states under the laws of which they are respectively organized are:

Name of Corporation	State
Barmet of Indiana, Inc.	Ohio
Barmet of Kentucky, Inc.	Ohio
Barmet Industries, Inc.	Ohio

SECOND: The law of the State of Ohio under which each of the above corporations is organized, permits such merger.

THIRD: The name of the surviving corporation is Barmet Industries, Inc., and it is to be governed by the laws of the State of Ohio.

FOURTH: Barmet Industries, Inc. owns all of the outstanding stock of Barmet of Indiana, Inc., i.e. 500 shares common stock, no par value; Barmet Industries, Inc. owns all of the outstanding stock of Barmet of Kentucky, Inc., i.e. 500 shares common stock, no par value.

FIFTH: The Articles of Incorporation, as amended, and the Code of Regulations, as amended, of Barmet Industries, Inc., in effect immediately prior to the merger shall continue to be the Articles of Incorporation and the Code of Regulations of the surviving corporation.

CERTIFICATE OF AMENDMENT

TO THE ARTICLES OF INCORPORATION OF

BARMET INDUSTRIES, INC.

Richard Pollock, President, and John M. Glenn, Secretary, of Barmet Industries, Inc., an Ohio Corporation organized for profit with its principal office located in Barberton, Summit County, Ohio, do hereby certify that in accordance with Section 1701.70 and Section 1701.71 of the Ohio Revised Code, the Shareholders and Directors held a joint meeting pursuant to Section 1701.54 of the Ohio Revised Code as of the 16th day of February, 1987, to amend the Articles of Incorporation and that by the unanimous vote and written consent of the Shareholders and Directors, the following resolution of amendment was adopted.

RESOLVED, that the name of the Corporation be changed to Barmet Aluminum Corporation.

FURTHER RESOLVED, that the following Article I be and the same hereby is adopted to supersede wnd take the place of the existing Article I in the existing Articles of Incorporation:

ARTICLE I

The name of the Corporation shall be Barmet Aluminum Corporation.

IN WITNESS WHEREOF, said Richard Pollock, President and John M. Glenn, Secretary of Barmet Industries, Inc. acting for and on behalf of said Corporation, have hereunto subscribed their names as of the 19th day of February, 1987.

BARMET INDUSTRIES, INC.
By:	/s/    RICHARD POLLOCK
	Richard Pollock
	President
By:	/s/    JOHN M. GLENN
	John M. Glenn
	Secretary

CERTIFICATE OF MERGER

The undersigned, Jeffrey J. Keenan, Vice President, and Kathleen Duggan, Secretary, of BMT Acquisition Inc., an Ohio corporation, and Jeffrey J. Keenan, Vice President, and Kathleen Duggan, Secretary, of Barmet Aluminum Corporation, an Ohio corporation, do hereby certify that the Agreement of Merger between said corporations, a copy of which is attached hereto and constitutes a part of this Certificate, was adopted by each of said corporations in the manner set forth below.

The undersigned, Jeffrey J. Keenan, Vice President and Kathleen Duggan, Secretary, of BMT Acquisition Inc., an Ohio corporation, hereby certify that the aforesaid Agreement of Merger was approved pursuant to Section 1701.801 of the Revised Code of Ohio on March 25, 1987 by all of the directors of said corporation in a writing signed by all of said directors as prescribed in Section 1701.54 of the Revised Code of Ohio and on March 25, 1987 by the sole shareholder of said corporation in a writing signed by said shareholder as prescribed by Section 1701.54 of the Revised Code of Ohio.

The undersigned, Jeffrey J. Keenan, Vice President and Kathleen Duggan, Secretary, of Barmet Aluminum corporation, an Ohio corporation, hereby certify that the aforesaid Agreement of Marger was approved pursuant to Section 1701.801 of the Revised Code of Ohio on March 25, 1987 by all of the directors of the said corporation in a writing signed by all of said directors as prescribed in Section 1701.54 of the Revised Code of Ohio. The Agreement of Merger was not approved by the sole shareholder of Barmet because the sole shareholder of Barmet is BMT and therefore, pursuant to Section 1701.801 of the Revised Code of Ohio, such approval is not required to consummate the merger contemplated thereby.

IN WITNESS WHEREOF, the undersigned certify the aforesaid at New York, New York, this 27^th Day of March, 1987.

BMT ACQUISITION INC.

/s/    JEFFREY J. KEENAN        

Jeffrey J. Keenan, Vice President

/s/    KATHLEEN DUGGAN        

Kathleen Duggan, Secretary

BARMET ALUMINUM CORPORATION

/s/    JEFFREY J. KEENAN        

Jeffrey J. Keenan, Vice President

/s/    KATHLEEN DUGGAN        

Kathleen Duggan, Secretary

automatically become and be converted into one common share, par value $.01 per share, of Barmet. After the merger shall become effective, the holder of the certificate or certificates representing the issued and outstanding common shares, par value $.01 per share, of BMT shall surrender the same to Barmet and such holder shall thereupon be entitled to receive in exchange a certificate or certificates representing the number of Barmet shares into which the common shares of BMT represented by such certificate or certificates so surrendered shall have been converted in accordance with the provisions hereof.

5. Each Barmet Share issued and outstanding immediately prior to the time the merger becomes effective, shall, by virtue of the merger and without any action on the part of the holder thereof, be cancelled and retired and cease to exist.

6. At the time the merger becomes effective:

(a) Barmet shall be possessed of all assets and property of every description, and every interest therein, wherever located, and the rights, privileges, immunities, powers, franchises and authority, of a public as well as of a private nature, of BMT and all obligations belonging to or due to BMT, all of which shall be vested in Barmet without further act or deed. Title to any real estate or any interest therein vested in BMT shall not revert or in any way be impaired by reason of such merger.

(b) Barmet shall be liable for all the obligations of BMT, including liability to dissenting shareholders, if any. Any claim existing, or action or proceeding pending, by or against BMT, may be prosecuted to judgment with right of appeal, as if this merger had not taken place.

(c) All the rights of creditors of BMT shall be preserved unimpaired, and all liens upon the property of BMT shall be preserved unimpaired on the property affected by such liens immediately prior to the effective date of the merger evidenced hereby.

7. This merger shall became effective upon the filing of the Certificate of Merger relating hereto in the office of the Secretary of State of Ohio.

-2-

EXHIBIT A

AMENDED

ARTICLES OF INCORPORATION

OF

BARMET ALUMINUM CORPORATION

FIRST: The name of the Corporation shall be Barmet Aluminum Corporation.

SECOND: The place in the State of Ohio where the principal office of the Corporation will be located is the City of Akron in Summit County.

THIRD: The purpose for which the Corporation is formed is to engage in any lawful act or activity for which corporations may be formed under Sections 1701.01 to 1701.98, inclusive, of the Ohio Revised Code, as now in effect or hereafter amended.

FOURTH: The authorized number of shares of the Corporation is 9,000, all of which shall be common shares, par value $.01 per share.

FIFTH: Without derogation from any other power to purchase shares of the Corporation, the Corporation by action of its directors may purchase outstanding shares of any class of the Corporation to the extent not prohibited by law.

SIXTH: These amended Articles of Incorporation take the place of and supersede the existing Articles of Incorporation as heretofore amended.

Prescribed by BOB TAFT, Secretary of State 30 East Broad Street, 14th Floor Columbus, Ohio 43266-041B Form SH-AMD (January 1991)

CERTIFICATE OF AMENDMENT

by Shareholders to the Articles of Incorporation of

BARMET ALUMINUM CORPORATION

(Name of Corporation)

Mark V. Kaminski, who is:

¨ Chairman of the Board     x President      ¨ Vice President (check one)

and

Donald L. Marsh, Jr., who is: x Secretary    ¨ Assistant Secretary (Check one) of the above named Ohio corporation for profit do hereby certify that: (check the appropriate box and complete the appropriate statements)

¨ a meeting of the shareholders was duly called for the purpose of adopting this amendment and held on                      , 19              at which meeting a quorum of the shareholders was present in person or by proxy, and by the affirmative vote of the holders of shares entitling them to exercise             % of the voting power of the corporation.

x in a writing signed by all of the shareholders who would be entitled to notice of a meeting held for that purpose, the following resolution to amend the articles was adopted:

RESOLVED, that Article FIRST of the Articles of Incorporation of BARMET ALUMINUM CORPORATION be amended to read in its entirety as follows:

FIRST: The name of the corporation is Commonwealth Aluminum Concast, Inc.

IN WITNESS WHEREOF, the above named officers, acting for and on the behalf of the corporation, have hereto subscribed their names this 14th day of October, 1997.

By	/s/    MARK V. KAMINSKI
By	/s/    DONALD L. MARSH, JR.

NOTE: Ohio law does not permit one officer to sign in two capacities, Two separate signatures are required, even if this necessitates the election of a second officer before the filing can be made.

EX-3.16

EXHIBIT 3.16

AMENDED AND RESTATED

CODE OF REGULATIONS OF

COMMONWEALTH ALUMINUM CONCAST, INC.

ARTICLE ONE

Meeting of Shareholders

Section 1.01. Annual Meetings. The annual meeting of the Shareholders for the election of Directors, for the consideration of reports to be laid before such meeting and for the transaction of such other business as may properly come before such meeting, shall be held on such day and at such hour as may be fixed from time to time by the Directors.

Section 1.02. Special Meetings. Special meetings of the Shareholders may be held on any date. Calls for Special Meetings shall specify the time, place and object or objects thereof, and no business other than that specified in the call therefor shall be considered at any such meetings.

Section 1.03. Calling of Meetings. Meetings of the Shareholders may be called only by the Chairman of the Board, the President or, in case of the President’s absence, death or disability, the Vice President authorized to exercise the authority of the President; the Secretary; the Directors by action at a meeting, or a majority of the Directors acting without a meeting; or the holders of twenty five percent of all shares outstanding and entitled to vote thereat.

Section 1.04. Place of Meetings. All meetings of Shareholders shall be held at the principal office of the Corporation, unless otherwise provided by action of the Directors. Meetings of Shareholders may be held at any place within or without the State of Ohio.

Section 1.05. Notice of Meetings.

(A) Written notice stating the time, place and purpose of a meeting of the Shareholders shall be given by or at the direction of the President or Secretary, either by personal delivery or by mail not less than seven nor more than sixty days before the date of the meeting, to each Shareholder of record entitled to notice of the meeting. If mailed, such notice shall be addressed to the Shareholder at his address as it appears on the records of the Corporation. Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting. In the event of a transfer of shares after the record date for determining the Shareholders who are entitled to receive notice of a meeting of Shareholders, it shall not be necessary to give notice to the transferee. Nothing herein contained shall prevent the setting of a record date in the manner provided by law, the Articles or the Regulations for the determination of Shareholders who are entitled to receive notice of or to vote at any meeting of Shareholders or for any purpose required or permitted by law.

(B) Following receipt by the President or the Secretary of a request in writing, specifying the purpose or purposes for which the persons properly making such request have called a meeting of the Shareholders, delivered either in person or by registered mail to such officer by any persons entitled to call a meeting of Shareholders, such officer shall cause to be given to the Shareholders entitled thereto notice of a meeting to be held on a date not less than seven nor more than sixty days after the receipt of such request, as such officer may fix. If such notice is not given within fifteen days after the receipt of such request by the President or the Secretary, then, and only then, the persons properly calling the meeting may fix the time of meeting and give notice thereof in accordance with the provisions of the Regulations.

Section 1.06. Waiver of Notice. Notice of the time, place and purpose or purposes of any meeting of Shareholders may be waived in writing, either before or after the holding of such meeting, by any Shareholder, which writing shall be filed with or entered upon the records of such meeting. The attendance of any Shareholder, in person or by proxy, at any such meeting without protesting the lack of proper notice prior to or at the commencement of the meeting shall be deemed to be a waiver by such Shareholder of notice of such meeting.

Section 1.07. Quorum. At any meeting of Shareholders, the holders of a majority in amount of the voting shares of the Corporation then outstanding and entitled to vote thereat, present in person or by proxy, shall constitute a quorum for such meeting. The holders of a majority of the voting shares represented at a meeting, whether or not a quorum is present, or the Chairman of the Board, the President or the officer of the Corporation acting as Chairman of the meeting, may adjourn such meeting from time to time and, if a quorum is present at such adjourned meeting, any business may be transacted as if the meeting had been held as originally called.

Section 1.08. Votes Required. At all elections of Directors, the candidates receiving the greatest number of votes shall be elected. Any other matter submitted to the Shareholders for their vote shall be decided by the vote of a majority in voting power of the shares present in person or by proxy entitled to vote upon such matter or such other proportion of the shares, or of any class of shares, or of each class, as is required by law, the Articles or the Regulations.

Section 1.09. Order of Business. The order of business at any meeting of Shareholders shall be determined by the officer of the Corporation acting as Chairman of such meeting unless otherwise determined by a vote of the holders of a majority of the voting shares of the Corporation present in person or by proxy and entitled to vote at such meeting.

Section 1.10. Voting by Shareholders. At any meeting of the Shareholders, each Shareholder of the Corporation shall, except as otherwise provided by law or by the express terms of such shares, be entitled to one vote either in person or by proxy, for each share of the Corporation registered in his name on the books of the Corporation (a) on the date fixed by the Board of Directors as the record date for the determination of Shareholders entitled to vote at such meeting, notwithstanding the prior or subsequent sale or other disposition of such share or shares or transfer of the same on the books of the Corporation on the date so fixed, or (b) if no such record date shall have been fixed, then as of the day next preceding the date of the meeting.

Section 1.11. Record Date. The Directors may fix a record date for any lawful purpose, including without limitation, the determination of Shareholders entitled to (a) receive notice of or to vote at any meeting, (b) receive payment of any dividend or distribution or (c) receive or exercise rights of purchase of or subscription for, or exchange or conversion of, shares or other securities, subject to any contract right with respect thereto. Said record date shall not be a date earlier than the date on which it is fixed, and shall not be more than sixty days preceding the date of such meeting, the date fixed for payment of any dividend or distribution, or the date fixed for the receipt or exercise of rights, as the case may be.

Section 1.12. Proxies. At meetings of the Shareholders, any Shareholder of record entitled to vote thereat or to execute consents, waivers and releases may be represented at such meeting or vote thereat, and may execute consents, waivers and releases and exercise any of his other rights by proxy or proxies appointed by an instrument in writing signed by such Shareholder, but such instrument shall be filed with the Secretary of the meeting before the person holding such proxy shall be allowed to vote thereunder.

Section 1.13. Inspectors of Election. In advance of any meeting of Shareholders, the Directors may appoint inspectors of election to act at such meeting or any adjournment thereof; if inspectors are not so appointed, the officer of the Corporation acting as Chairman of any such meeting may make such appointment. In case any person appointed as inspector fails to appear or act, the vacancy may be filled only by appointment made by the Directors in advance of such meeting or, if not so filled, at the meeting by the officer of the Corporation acting as Chairman of such meeting. No other person or persons may appoint or require the appointment of inspectors of election.

ARTICLE TWO

Directors

Section 2.01. Authority and Qualifications. Except where the law, the Articles or the Regulations otherwise provide, all authority of the Corporation shall be exercised by or under the direction of a Board of Directors. Directors need not be Shareholders of the Corporation.

-2-

Section 2.02. Number of Directors. The number of Directors may be determined from time to time by the Directors, but the number of Directors shall not be reduced so as to abolish the office of a Director during his term. The number of Directors may also be determined at any meeting of the Shareholders called for the purpose of electing Directors, at which a quorum is present. The number of Directors shall be not less than three nor more than fifteen unless all of the shares of the Corporation are owned of record by one or two shareholders, in which event the number of Directors may be less than three, but not less than the number of Shareholders. In the event the Directors fail to fix the number of Directors, there shall be three. By a vote of a majority of those Directors in office, the Directors may fill any Director’s office that is created by an increase in the number of Directors.

Section 2.03. Terms of Directors. Directors shall be elected to hold office until the next annual meeting of Shareholders and until their successors are elected and qualified or until his death, resignation or removal.

Section 2.04. Nominations. At a meeting of Shareholders at which Directors are to be elected, only persons nominated as candidates shall be eligible for election as Directors. Persons may be nominated by the Board of Directors or by any Shareholder entitled to vote for the election of Directors.

Section 2.05. Election. At each annual meeting of Shareholders for the election of Directors, the successors to the Directors shall be elected, but if the annual meeting is not held or if one or more of such Directors is not elected thereat, they may be elected at a special meeting called for that purpose.

Section 2.06. Removal. The Directors may remove any Director if, by order of court, he has been found to be of unsound mind or if he is adjudicated a bankrupt.

Section 2.07. Vacancies. A vacancy in the Board of Directors shall exist in the event (1) a Director dies or resigns, (2) a Director is removed by the Board of Directors, (3) a Director is removed by the Shareholders and the Shareholders fail to elect a new Director to fill the unexpired term or (4) the Shareholders fail at any time to elect the whole authorized number of Directors. The remaining Directors, though less than a majority of the whole authorized number of Directors, may, by a vote of the majority of their number, fill any vacancy in the Board of Directors for the unexpired term.

Section 2.08. Meetings. The Directors shall hold such meetings as may from time to time be called by the Chairman of the Board, the President or any two Directors. Meetings of Directors shall be held at the principal office of the Corporation or at such other place within or without the State of Ohio as the Directors may from time to time determine. Meetings of the Directors may be held through any communications equipment if all persons participating can hear each other and participation in a meeting pursuant to this provision shall constitute presence at such meeting.

Section 2.09. Notice of Meetings. Notice of the time and place of each meeting of Directors for which such notice is required by law, the Articles, the Regulations or the Bylaws shall be given to each of the Directors by any of the following methods:

(A) In a writing mailed not less than three days before such meeting and addressed to the residence or usual place of business of a Director, as such address appears on the records of the Corporation; or

(B) By telegraph, cable, radio, wireless, facsimile or a writing sent or delivered to the residence or usual place of business of a Director as the same appears on the records of the Corporation, not later than two days before the date on which such meeting is to be held; or

(C) Personally or by telephone not later than the day before the date on which such meeting is to be held.

Notice given to a Director by any one of the methods specified in the Regulations shall be sufficient, and the method of giving notice to all Directors need not be uniform. Notice of any meeting of Directors may be given only by the Chairman of the Board, the President or the Secretary or an Assistant Secretary of the Corporation. No such notice need specify the purpose or purposes of the meeting. Notice of adjournment of a meeting of Directors need not be given if the time and place to which it is adjourned are fixed and announced at such meeting.

-3-

Section 2.10. Waiver of Notice. Notice of any meeting of Directors may be waived in writing, either before or after the holding of such meeting, by any Director, which writing shall be filed with or entered upon the records of the meeting. The attendance of any Director at any meeting of Directors without protesting, prior to or at the commencement of the meeting, the lack of proper notice, shall be deemed to be a waiver by him of notice of such meeting.

Section 2.11. Quorum. A majority of the whole authorized number of Directors shall be necessary to constitute a quorum for a meeting of Directors, except that a majority of the Directors in office shall constitute a quorum for filling a vacancy in the Board. The act of a majority of the Directors present at a meeting at which a quorum is present is the act of the Board, except as otherwise provided by law, the Articles or the Regulations.

Section 2.12. Executive Committee. The Directors may create an Executive Committee or any other committee of Directors, to consist of not less than three Directors, and may authorize the delegation to such Executive Committee or other committees of any of the authority of the Directors, however conferred, other than that of filling vacancies among the Directors or in the Executive Committee or in any other committee of the Directors. The Executive Committee or any other committee of Directors shall serve at the pleasure of the Directors, shall act only in the intervals between meetings of the Directors and shall be subject to the control and direction of the Directors. The Executive Committee or other committee of Directors may act by a majority of its members at a meeting or by a writing or writings signed by all of its members. The Executive Committee and any other committee shall keep records of its proceedings. Any act or authorization of an act by the Executive Committee or any other committee within the authority delegated to it shall be as effective for all purposes as the act or authorization of the Directors. No notice of a meeting of the Executive Committee or of any other committee of Directors shall be required. A meeting of the Executive Committee or of any other committee of Directors may be called only by the President or by a member of such Executive Committee or other committee of Directors, and may be held through any communications equipment if all persons participating can hear each other. Participation in a meeting by communications equipment shall constitute presence at such a meeting. An Executive Committee or other committee, once created and appointed, shall continue in office until expressly dissolved, terminated, reorganized or replaced.

Section 2.13. Compensation. The Directors, by the affirmative vote of a majority in office and irrespective of any personal interest of any of them, shall have authority to establish reasonable compensation for any Director or officer, for services rendered or to be rendered to the Corporation.

Section 2.14. Bylaws. The Directors may adopt, and amend from time to time, Bylaws for their own government, which Bylaws shall not be inconsistent with the law, the Articles or the Regulations.

ARTICLE THREE

Officers

Section 3.01. Officers. The officers of the Corporation to be elected by the Directors shall be a President, a Secretary, a Treasurer and such other officers and assistant officers as the Directors may from time to time elect. A Chairman of the Board, if elected, must be a Director. Officers of the Corporation may be paid such compensation as the Board of Directors may determine. Any two or more offices may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument is required by law, the Articles, the Regulations or the Bylaws to be executed, acknowledged or verified by two or more officers.

Section 3.02. Tenure of Office. The officers of the Corporation shall hold office at the pleasure of the Directors. Any officer of the Corporation may be removed, either with or without cause, at any time, by the affirmative vote of a majority of all the Directors then in office; such removal, however, shall be without prejudice to the contract rights, if any, of the person so removed.

Section 3.03. Duties. Officers shall have such authority and shall perform such duties as are determined by the Directors.

-4-

ARTICLE FOUR

Shares

Section 4.01. Certificates. Certificates evidencing ownership of shares of the Corporation shall be issued to those entitled to them. Each certificate evidencing shares of the Corporation shall bear a distinguishing number; the signatures of the Chairman of the Board, the President or a Vice President and of the Secretary or an Assistant Secretary (except that when any such certificate is countersigned by an incorporated transfer agent or registrar, such signatures may be facsimile, engraved, stamped or printed); and such recitals as may be required by law.

Section 4.02. Transfers. Where a certificate evidencing a share or shares of the Corporation is presented to the Corporation or its proper agents with a request to register transfer, the transfer shall be registered as requested if:

(A) An appropriate person signs on each certificate so presented or signs on a separate document an assignment or transfer of shares evidenced by each such certificate, or signs a power to assign or transfer such shares, or when the signature of an appropriate person is written without more on the back of each such certificate; and

(B) Reasonable assurance is given that the endorsement of each appropriate person is genuine and effective; the Corporation or its agents may refuse to register a transfer of shares unless the signature of each appropriate person is guaranteed by a commercial bank or trust company; and

(C) All applicable laws relating to the collection of transfer or other taxes have been complied with; and

(D) The Corporation or its agents are not otherwise required or permitted to refuse to register such transfer.

Section 4.03. Transfer Agents and Registrars. The Directors may appoint one or more agents to transfer or to register shares of the Corporation, or both.

Section 4.04. Lost, Wrongfully Taken or Destroyed Certificates. Except as otherwise provided by law, where the owner of a certificate evidencing shares of the Corporation claims that such certificate has been lost, destroyed or wrongfully taken, the officers must cause the Corporation to issue a new certificate in place of the original certificate if the owner:

(A) So requests before the Corporation has notice that such original certificate has been acquired by a bona fide purchaser; and

(B) Files with the Corporation or its agents any indemnity bond requested by the Corporation, with surety or sureties satisfactory to the Corporation, in such sum as the officers may, in their discretion, deem reasonably sufficient as indemnity against any loss or liability that the Corporation may incur by reason of the issuance of each such new certificate; and

(C) Satisfies any other reasonable requirements which may be imposed by the officers or Directors, in their discretion.

ARTICLE FIVE

Indemnification and Insurance

Section 5.01. General Indemnification. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee, partner, joint venturer or agent of another corporation, partnership,

-5-

joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.

Section 5.02. Suits by the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit threatened or instituted in the right of the Corporation and may indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending, or completed action or suit threatened or instituted directly by the Corporation to procure a judgment in its favor by reason of the fact that he is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee, partner, joint venturer, or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, except that no such indemnification shall be made in respect of any claim, issue or matter as to which such person has been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court of common pleas of the county in the State of Ohio where the principal office of the Corporation is located or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as such court of common pleas or such other court shall deem proper; provided, however, that a Director of the Corporation shall not be found to be liable for negligence or misconduct hereunder unless he has been adjudged to be liable to the Corporation for damages under Section 1701.59(D) of the Ohio Revised Code.

Section 5.03. Indemnification for Expenses. To the extent that a Director, trustee, officer, employee, partner, joint venturer or agent has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 5.01 and 5.02, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

Section 5.04. Determination Required. Any indemnification under Sections 5.01 and 5.02 (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that the indemnification of the Director, trustee, officer, employee, partner, joint venturer or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 5.01 and 5.02. Such determination shall be made (A) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not and are not parties to, or threatened with, such action, suit or proceeding or (B) if such a quorum is not obtainable or if a majority of a quorum of disinterested Directors so directs, in a written opinion by independent legal counsel other than an attorney, or a firm having associated with it an attorney, who has been retained by or who has performed services for the Corporation or any person to be indemnified within the past five years, (C) by the Shareholders, or (D) by the court of common pleas of the county in the State of Ohio where the principal office of the Corporation is located or the court in which such action, suit or proceeding was brought. Any determination made by the disinterested Directors or by independent legal counsel under this Section 5.04 shall be promptly communicated to the person who threatened or brought the action or suit by or in the right of the Corporation, and such person shall have the right, within ten days after receipt of such notification, to petition the court of common pleas of the county in the State of Ohio where the principal office of the Corporation is located or the court in which action or suit was brought to review the reasonableness of such determination.

Section 5.05. Advances for Expenses. Expenses (including attorneys’ fees) incurred in defending any civil or criminal action, suit or proceeding referred to in Sections 5.01 and 5.02 may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the Director in which he agrees to do both of the following:

-6-

(A) Repay such amount if it is proved by clear and convincing evidence in a court of competent jurisdiction that his action or failure to act involved an act or omission undertaken with deliberate intent to cause injury to the Corporation or undertaken with reckless disregard for the best interests of the Corporation; and

(B) reasonably cooperate with the Corporation concerning the action, suit, or proceeding.

Section 5.06. Article Five Not Exclusive. The indemnification provided by this Article Five shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under the Articles, common law or the General Corporation Law of the State of Ohio or the Regulations or any agreement, vote of Shareholders or disinterested Directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director, trustee, officer, employee, partner, joint venturer or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 5.07. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a Director, officer, employee, partner, joint venturer or agent of the Corporation, or is or was serving at the request of the Corporation as a director, trustee, officer, employee, partner, joint venturer or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article Five.

Section 5.08. Definition of “the Corporation.” As used in this Article Five, references to “the Corporation” include all constituent corporations in a consolidation or merger and the new or surviving corporation, so that any person who is or was a Director, trustee, officer, employee, partner, joint venturer or agent of such a constituent corporation, or is or was serving at the request of such constituent corporation as a director, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of this Article Five with respect to the new or surviving corporation as he would if he had served the new or surviving corporation in the same capacity.

ARTICLE SIX

Seal

Section 6.01. Seal Not Required. The Corporation shall not be required to have a seal; provided, however, the officers may provide a suitable seal. A duplicate seal or seals may be kept and used by any officer of the Corporation or by any transfer agent of the Corporation’s shares.

ARTICLE SEVEN

Action Without a Meeting

Section 7.01. Action by Shareholders or Directors Without a Meeting. Anything contained in the Regulations to the contrary notwithstanding, any action which may be authorized or taken at a meeting of the Shareholders or of the Directors or of a committee of the Directors, as the case may be, may be authorized or taken without a meeting with the affirmative vote or approval of, and in a writing or writings signed by, all the Shareholders who would be entitled to notice of a meeting of the Shareholders held for such purpose, or all the Directors, or all the members of such committee of the Directors, respectively, which writings shall be filed with or entered upon the records of the Corporation.

-7-

ARTICLE EIGHT

Amendments to Regulations

Section 8.01. Amendments at a Meeting. The Regulations may be amended, or new Regulations may be adopted, at a meeting of Shareholders held for such purpose, by the affirmative vote of holders of shares entitling them to exercise a majority of the voting power of the Corporation on such proposal, or the affirmative vote of the holders of a majority of the voting power of each class or classes of shares of the Corporation entitled to vote on such proposal as a class.

Section 8.2. Amendments Without a Meeting. The Regulations may be amended or new Regulations may be adopted without a meeting by the written consent of holders of shares entitling them to exercise three-fourths of the voting power of the Corporation on such proposal or by the written consent of the holders of three-fourths of the voting power of each class or classes of the Corporation entitled to vote on such proposal as a class.

-8-

EX-3.17

Exhibit 3.17

CERTIFICATE OF FORMATION

OF

COMMONWEALTH ALUMINUM

LEWISPORT, LLC

This Certificate of Formation of Commonwealth Aluminum Lewisport, LLC, dated as of October 2, 2000, is being duly executed and filed by CA Lewisport, Inc., as an authorized person, to form a limited liability operating company under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et. seq.).

1. Name. The name of the limited liability company formed hereby is Commonwealth Aluminum Lewisport, LLC (the “Company”).

2. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19808.

3. Registered Agent. The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19808.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first written above.

CA LEWISPORT, INC.
By:	/s/    MARK V. KAMINSKI
	Mark V. Kaminski
Its:	President and Chief Executive Officer

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:29 PM 10/02/2000

001498485 - 3296861

CERTIFICATE OF AMENDMENT

OF

COMMONWEALTH ALUMINUM LEWISPORT, LLC

1. The name of the limited liability company is Commonwealth Aluminum Lewisport, LLC.

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

Deleting Article 2 and in its place, insert the following:

The registered agent of Commonwealth Aluminum Lewisport, LLC in the State of Delaware is THE CORPORATION TRUST COMPANY, and the registered office is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Commonwealth Aluminum Lewisport, LLC this 15 day of Aug., 2003.

/s/    STACIA WILLIAMS        

Stacia Williams,

VP and authorized person

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:26 PM 08/26/2003

FILED 04:25 PM 08/26/2003

SRV 030554953 - 3296861 FILE

EX-3.18

Exhibit 3.18

OPERATING AGREEMENT

OF

COMMONWEALTH ALUMINUM LEWISPORT, LLC

Delaware Limited Liability Company

This Operating Agreement (“Operating Agreement”) of Commonwealth Aluminum Lewisport, LLC (the “Company”), a Delaware limited liability company, dated as of December 31, 2000, is executed and agreed to by all of the initial Members of the Company (as defined below).

ARTICLE 1

DEFINITIONS

“Act” means the Delaware Limited Liability Company Act, Title 6, Delaware Code Ann., Section 18-101 et seq., and any successor statute, as amended from time to time.

“Allocable Ownership” means the then fair market value of all of the Company Property (as determined using a “going concern” approach by a Required Interest or if no such determination can be agreed upon, by an independent third party appraisal) multiplied by the withdrawing Partner’s Sharing Ratio.

“Capital Account” means a separate capital account maintained for each Member on the books of the Company in accordance with Treas. Reg. §1.704-l(b)(2)(iv) and Article 3 herein.

“Capital Contributions” means the capital contributed by a Member to the Company, as determined from time to time.

“Carrying Value” means:

(a) With respect to a Contributed Property, the fair market value of such Property at the time it was contributed to the Company (the parties acknowledge that initial capital contributions made by members were valued in accordance with generally accepted accounting principles) reduced (but not below zero) by all depreciation, depletion (computed as a separate item of deduction), amortization and cost recovery deductions charged to the Members’ Capital Accounts;

(b) With respect to a Revalued Property, the fair market value of such Property at the time of revaluation, as determined in accordance with ¶ 3.7 hereof, reduced (but not below zero) by all depreciation, depletion, amortization and cost recovery deductions charged to the Members’ Capital Accounts; and

(c) With respect to any other Company Property, the adjusted basis of such Property for federal income tax purposes, all as of the time of determination.

The Carrying Value of any Property shall be adjusted from time to time in accordance with ¶ 3.7 hereof.

“Certificate of Formation” means the Certificate of Formation, as amended from time to time, filed for the Company in accordance with the Act.

“Code” means the Internal Revenue Code of 1986, as amended and any successor statute.

“ Company” means Commonwealth Aluminum Lewisport, LLC, a Delaware limited liability company.

“Company Property” or “Property” means properties, assets and rights of any type owned by the Company, including accounts receivable and goodwill.

“Manager” means a Member selected to manage the affairs of the Company under Article 6 hereof.

“Member” means each Person who acquires a Membership Interest pursuant to this Operating Agreement and each Person hereafter admitted to the Company as a Member as provided in this Operating Agreement, but does not include any Person who has ceased to be a Member. The Members and their respective Interests are set forth on attached and incorporated Exhibit A.

“Membership Interest” or “Interest” means the membership interest or interest of a Member in the Company, including the right to any and all benefits to which such Member may be entitled in accordance with this Operating Agreement and the obligations as provided in this Operating Agreement and the Act.

“Net Cash Receipts” means all of the Company’s liquid funds in excess of the amount set aside for reserves.

“Person” means any individual, corporation, trust, partnership, joint venture, limited liability company or other entity.

“Profits” and “Losses” mean, for each fiscal year, an amount equal to the Company’s taxable income or loss for such year, determined in accordance with Code §703(a)(including all items required to be stated separately).

“ Required Interest” means one or more Members entitled to vote having among them more than fifty percent (50%) of the total outstanding Units.

“Revalued Property” means any Property the Carrying Value of which has been adjusted in accordance with 3.7(a) or (b).

2

“Sharing Ratio” means the percentage that each Member’s Units bear to all outstanding Units.

“Transfer” means, with respect to an Interest, a sale, exchange, assignment, gift, pledge, grant of security interest, or any other disposition by a Member, whether voluntary, involuntary or by operation of law.

“Treasury Regulations,” “Treas. Reg.” or “Reg.” means the temporary, proposed and final income tax regulations promulgated under the Code as amended from time to time (including corresponding provisions of succeeding regulations).

“Unit” means an Interest representing a Capital Contribution of $1,000 to the Company.

“Unrealized Gain” attributable to any item of Company Property means, as of any date of determination, the excess, if any, of (a) the fair market value of such Property (as determined under ¶ 3.7 hereof) as of such date, over (b) the Carrying Value of such Property as of such date (prior to any adjustment to be made pursuant to ¶ 3.7 as of such date).

“Unrealized Loss” attributable to any item of Company Property means, as of any date of determination, the excess, if any, of (a) the Carrying Value of such Property as of such date (prior to any adjustment to be made pursuant to ¶ 3.7 as of such date), over (b) the fair market value of such Property (as determined under ¶ 3.7) as of such date.

ARTICLE 2

ORGANIZATION

¶ 2.1 Formation. The Company has been organized as a Delaware limited liability company under and pursuant to the Act and the filing of the Certificate of Formation for the Company with the Delaware Secretary of State. The rights and obligations of the Members shall be as set forth in the Act except as the Certificate of Formation or this Operating Agreement expressly provides otherwise. In the event of a conflict between the terms of this Operating Agreement and the terms of the Certificate of Formation the terms of the Certificate of Formation shall prevail.

¶ 2.2 Name. The name of the Company is “Commonwealth Aluminum Lewisport, LLC.” All Company business shall be conducted in that name or such other name as the Members may select from time to time and which is in compliance with all applicable laws.

¶ 2.3 Registered Office and Registered Agent and Principal Office. The registered office of the Company required by the Act to be maintained in the State of Delaware shall be the office of the initial registered agent named in the Certificate of Formation or such other office as the Members may designate from time to time in the manner provided by law. The registered agent of the

3

Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other Person or Persons as the Members may designate from time to time in the manner provided by law. The principal office of the Company shall be at such place as the Members may designate from time to time, and the Company shall maintain records there as required by the Act (and shall keep the street address of such principal office at the registered office of the Company in the State of Delaware).

¶ 2.4 Purposes and Powers. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act and engaging in any and all activities necessary, convenient, desirable or incidental to the foregoing, including, without limitation, the production of common alloy aluminum. In furtherance of its purposes, the Company shall have the power and is hereby authorized to do any and all acts necessary or convenient to carry out any and all of the objects and purposes of the Company and to perform all acts in furtherance thereof, and shall have and exercise all of the powers and rights conferred upon a limited liability company formed pursuant to the Act.

¶ 2.5 Foreign Qualifications. The Company shall qualify to engage in business in the Commonwealth of Kentucky and in such other jurisdictions in which it is required by the nature of its business or otherwise to qualify in order to comply with the laws of such jurisdictions or in which the Members may determine it advisable to cause the Company to be so qualified.

¶ 2.6 Term. The Company commenced its existence on the date of issuance of its Certificate of Formation and shall continue in existence until such time as may be determined in accordance with the terms of this Operating Agreement.

¶ 2.7 Entity Declaration. The Company shall not be a general-partnership, a limited partnership or a joint venture, and no Member shall be considered a partner or joint venturer of or with any other Member, for any purposes other than for federal, state and local tax purposes, and this Operating Agreement shall not be construed otherwise.

ARTICLE 3

CAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNTS

¶ 3.1 Initial Contributions. The Members shall make Capital Contributions to the Company in property in the amount set forth in attached and incorporated Exhibit “A.” The parties acknowledge that contributions made by Members as set forth on Exhibit “A” are valued at the time of contribution using estimates as to “book value”, and that such contributions will be revalued at such later time as the book value of such assets contributed have been adjusted for GAAP purposes. At such time Exhibit “A” will be revised to reflect the final valuations, and such revision of Exhibit “A” will not constitute a “revaluation” as described in Section 3.7 nor an “amendment” as described in Section 8.1

4

¶ 3.2 Subsequent Contributions. No Member shall be obligated to make any Capital Contributions to the Company other than those set forth on Exhibit “A.”

¶ 3.3 Return of Capital Contributions. Except as expressly provided herein, no Member shall be entitled to the return of any part of its Capital Contributions or to be paid interest in respect of either its Capital Account or its Capital Contributions.

¶ 3.4 Loans by Members. Any Member may, but is not obligated to, loan to the Company such sums as the Members determine to be appropriate for the conduct of the Company’s business. Any such loans shall be made at an interest rate and upon other terms and for such maturities as the Members determine are commercially reasonable.

¶ 3.5 Capital Accounts. A separate Capital Account shall be maintained for each Member in accordance with the provisions of this Operating Agreement and Treas. Reg § 1.704-l(b)(2)(iv). To the extent of any conflict between the provisions of this Operating Agreement relating to the maintenance of Capital Accounts and the provisions of Treas. Reg. §1.704- l(b)(2)(iv), the provisions of Treas. Reg. §1.704-l(b)(2)(iv) shall control.

¶ 3.6 Capital Accounts Upon Sale or Exchange of Membership Interests. Upon the sale or exchange of an Interest, the Capital Account of the selling or exchanging Member will be transferred to the transferee on a pro rata basis.

¶ 3.7 Revaluation of Capital Accounts Upon Occurrence of Certain Events.

(a) Contributions. In accordance with the provisions of Treas. Reg. §1.704- l(b)(2)(iv)(f) if, after the initial capital is contributed pursuant to ¶ 3.1, money or property in other than a de minimis amount is contributed to the Company in exchange for an Interest, the Capital Accounts of the Members and Carrying Values of all Company Property (determined immediately prior to such issuance) shall be adjusted to reflect the Unrealized Loss attributable to each such Company Property as if such Unrealized Gain or Unrealized Loss had been recognized on a sale of each such item of Company Property immediately prior to such issuance and had been allocated to the Members in accordance with Article 4. In determining the Unrealized Gain or Unrealized Loss, the fair market value of Company Property shall be as determined by the Members.

(b) Distributions. In accordance with the provisions of Treas. Reg. §1.704-1 (b)(2)(iv)(f), if money or Company Property in other than a de minimis amount is distributed to a Member in exchange for all or part of an Interest, the Capital Accounts of the Members and the Carrying Values of all Company Property (determined immediately prior to such distribution) shall be adjusted to reflect the Unrealized Gain or Unrealized Loss attributable to each item of Company Property as if such Unrealized Gain or Unrealized Loss had been recognized on a sale of each such item of Company Property immediately prior to such distribution and had been allocated to the Members in accordance with Article 4. In

5

determining the Unrealized Gain or Unrealized Loss, the fair market value of the distributed Property shall be as determined by the Members.

¶ 3.8 Certificates of Ownership. The respective Interests of the Members in the Company shall be represented by a certificate in such form as the Members may approve. Such certificates shall be signed by the President or vice President and by the secretary or an assistant secretary. All certificates surrendered to the Company for transfer shall be cancelled, and no new certificate shall be issued until the former certificate for a like Interest shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Company as the Members may prescribe.

¶ 3.9 Transfer of Interest. Transfer of Interest in the Company shall be made only on the books of the Company by the Member. The Member in whose name the Interest stands on the books of the Company shall be deemed the owner thereof for all purposes as regards the Company.

ARTICLE 4

ALLOCATIONS AND DISTRIBUTIONS

¶ 4.1 Allocation of Profits and Losses. Profits and Losses as well as gains, deductions, and credits for each fiscal year of the Company shall be allocated in accordance with the Members’ respective Sharing Ratios.

¶ 4.2 Code Section 704(c) Allocations. In accordance with Code §704(c), income, gain, loss and deduction concerning any Contributed Property shall, solely for tax purposes, be allocated among the Members to take account of any variation between the adjusted tax basis of such Property and the fair market value of such Property upon contribution in accordance with Treas. Reg. § 1.704-3(c). Allocations under this ¶ 4.2 are solely for purposes of federal income taxes and shall not affect or be taken into account in computing any Member’s Capital Account.

¶ 4.3 Allocations Concerning Transferred Interests. Unless the Code requires otherwise, any Profits or Losses allocable to an Interest that has been transferred during any year shall be allocated among the persons who were holders of such Interest during such year by taking into account their varying interests during such taxable year in accordance with Code §706(d) and using any convention selected by the Members.

¶ 4.4 Distributions of Net Cash Receipts. Except as otherwise provided in ¶ 10.3, Net Cash Receipts, if any, shall be distributed to the Members in accordance with their respective Sharing Ratios at the discretion of the Members.

6

ARTICLE 5

MEMBERSHlP; DISPOSITIONS OF INTERESTS

¶ 5.1 Initial Members. The initial Members of the Company are the Persons executing this Operating Agreement as Members as of the date of this Operating Agreement, each of which is admitted to the Company as a Member effective contemporaneously with the execution by such Person of this Operating Agreement.

¶ 5.2 Information. In addition to the other rights specifically set forth in this Operating Agreement, each Member is entitled to all information to which that Member is entitled to have access pursuant to the Act under the circumstances and subject to the conditions therein stated.

¶ 5.3 Liability to Third Parties. No Member shall, by virtue of its status as a Member or its ownership of an Interest, be liable for the debts, obligations or liabilities of the Company, including, but not limited to a judgment, decree or order of a court.

¶ 5.4 Lack of Authority. The Member or Members designated by the Members shall have the authority or power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company.

¶ 5.5 Transfer of Membership Interests. No Member shall have the authority to sell, assign, exchange, or otherwise transfer its Membership Interest without giving the other Members a pro rata right of first refusal on the same terms and conditions as the proposed Transfer. This restriction shall not apply to Transfers of Membership Interests by gift or at death. Unless and until a transferee of a Membership Interest is admitted as a Member by a vote of the remaining Members constituting a Required Interest, such transferee shall have no rights as a Member except the right to the allocations and distributions allocable to such Membership Interest under Articles 4 and 10 of this Operating Agreement.

¶ 5.6 Voluntary Withdrawal. A Member may voluntarily withdraw from the Company by giving thirty (30) days advance written notice to the Company. Upon receipt of such notice, the Company shall have ninety (90) days to remit to the withdrawing Member cash equal to such Member’s Allocable Ownership as payment for such Member’s Membership Interest.

¶ 5.7 Removal of Member. Upon the unanimous vote of all other Members, a Member may be removed as a Member for any reason whatsoever. Upon notifying such Member of such removal in writing, the Company shall have ninety (90) days to remit to the removed Member cash equal to such Member’s Allocable Ownership as payment for such Member’s Membership Interest.

7

ARTICLE 6

POWERS AND DUTIES OF MANAGER

¶ 6.1 Management of Company. Except as otherwise specifically provided herein, the Manager has the exclusive right to manage the Company’s business. Accordingly, except as otherwise specifically provided in this Operating Agreement or under applicable law, the Manager shall: (i) manage the affairs and business of the Company and/or delegate to and oversee agents to manage such affairs and business; (ii) exercise the authority and powers granted to the Company; and (iii) authorize agents or officers to otherwise act in all other matters on behalf of the Company. The Manager shall take all actions or authorize an agent or officer of the Company to take such actions which shall be necessary or appropriate to accomplish the Company’s purposes in accordance with the terms of this Operating Agreement. The initial Manager of the Company who shall serve until its successor is elected and qualified shall be CA Lewisport, Inc.

¶ 6.2 Approval of Members. Notwithstanding any contrary position of this Operating Agreement, the Manager shall not sell or exchange all or any substantial part of the Company’s Property, merge, consolidate or reorganize the Company, or affect the transferability of an Interest or the continuity of life of the Company without first obtaining the written approval of a Required Interest.

¶ 6.3 Number, Tenure and Qualifications. There shall be one initial Manager. The Manager shall hold office for the term for which it is elected or until its successor shall have been elected and qualified. The Manager need not be a resident of any particular jurisdiction nor is it required to be a Member. The number of Managers may be increased or decreased from time to time by resolution of the Members; but no decrease shall have the effect of shortening the term of any incumbent Manager except upon the vote of a Required Interest.

¶ 6.4 Vacancies. Any Manager vacancy occurring and any Manager position to be filled by reason of an increase in management, shall be filled by the vote of a Required Interest.

¶ 6.5 Resignation and Removal of Manager. The Manager may resign at any time upon written notice to the Members. The Manager may be removed by the unanimous vote of Members, with or without cause. A Person shall cease to be a Manager upon its dissolution, death, permanent disability or mental incompetency.

¶ 6.6 Compensation. The Manager, shall initially not receive compensation for its services. The Members may, at any time thereafter, set a reasonable amount of compensation for the services of the Manager. The Manager shall be entitled to be reimbursed for out-of-pocket costs and expenses incurred in the course of its service hereunder.

¶ 6.7 Conflicts of Interest. The Manager need not devote full time to the Company’s business, but shall devote such time as it deems, in its discretion, necessary to manage the Company’s affairs in an efficient manner. Subject to the other express provisions of this Operating

8

Agreement and any employment agreement with the Company, the Manager, Member and officer of the Company at any time and from time to time may engage in and possess interests in other business ventures of any and every type and description, independently or with others, with no obligation to offer to the Company or any other Member, Manager or officer the right to participate therein. The Company may transact business with any Manager, Member, officer or affiliate thereof, provided the terms of those transactions are no less favorable than those the Company would obtain from unrelated third parties.

¶ 6.8 Agents. The Manager may, by resolution, designate one or more individuals as agents of the Company. No agent need be a Manager, Member or resident of any particular jurisdiction. Each agent shall have the authority and shall perform the duties as designated by the Manager. Vacancies may be filled or new offices created and filled by resolution of the Manager. Any agent elected or appointed by the Manager may be removed by the Manager whenever in its judgment the best interests of the Company would be served; provided, however, such removal shall be without prejudice to the contract rights, if any, of the person so removed.

¶ 6.9 Limitation of Liability. The Manager shall not be liable, responsible, or accountable in damages or otherwise to the Company or the Members of the Company for any action taken or failure to act on behalf of the Company unless the act or omission constitutes wanton or reckless misconduct.

¶ 6.10 Officers. The Manager may, by resolution, designate one or more individuals as officers of the Company. No officer need be a Manager, Member or resident of any particular jurisdiction. Each officer shall have the authority and shall perform the duties as designated by the Manager, Vacancies may be filled or new offices created and filled by resolution of the Manager. Any officer elected or appointed by the Manager may be removed by the Manager whenever in its judgment the best interests of the Company would be served; provided, however, such removal shall be without prejudice to the contract rights, if any, of the Person so removed. Officers and other employees of the Company shall receive such salaries and other compensation as may be determined from time to time by resolution of the Manager. Election of any officer shall not in itself create contract rights or any rights to compensation hereunder. Any two or more offices may be held by the same Person. Any officer may resign at any time upon written notice to the Company.

¶ 6.11 Use of Funds. The Manager shall make expenditures and distributions of funds of the Company applying the following order of priorities:

(a) distributions sufficient to allow the Members to pay federal and state income taxes (applying the highest marginal tax rate) on their respective shares of Company income; and

(b) other expenditures/distributions, including discretionary distributions to the Members.

9

ARTICLE 7

INDEMNIFICATION

¶ 7.1 Indemnification of Members. Subject to the limitations and conditions provided in this Article 7 and in the Act, each Person (“Indemnified Person”) who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative, arbitrative or investigative (“Proceeding”), or any appeal in such a Proceeding or any inquiry or investigation that could lead to such a Proceeding, by reason of the fact that he, or a Person of whom he is the legal representative, is or was a Member shall be indemnified by the Company against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable costs and expenses (including, without limitation, attorneys’ fees) actually incurred by such Indemnified Person in connection with such Proceeding except to the extent such indemnification is prohibited by law.

¶ 7.2 Indemnification of Employees and Agents. The Company, by action of the Members, may indemnify and advance expenses to an employee or agent of the Company to the same extent and subject to the same conditions under which it may indemnify and advance expenses to a Member under this Article 7; and the Company may indemnify and advance expenses to Persons who are not or were not employees or agents of the Company but who are or were serving at the request of the Company as a partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited partnership, corporation, partnership, limited liability company, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against it and incurred by it in such a capacity or arising out of its status as such a Person to the same extent that it may indemnify and advance expenses to a Member under this Article 7.

¶ 7.3 Savings Clause. If ¶¶ 7.1 or 7.2 or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless a Member or any other Indemnified Person as to costs, charges and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative to the fullest extent permitted by any applicable portion of this Article 7 that shall not have been invalidated and to the fullest extent permitted by applicable law.

ARTICLE 8

AMENDMENTS

¶ 8.1 Amendment of Operating Agreement. This Operating Agreement may be amended or modified from time to time only by a written instrument executed and agreed to by a Required Interest.

10

¶ 8.2 Amendment of Articles of Organization. The Company’s Certificate of Formation may be amended by the vote of a Required Interest.

ARTICLE 9

BOOKS, RECORDS, REPORTS AND BANK ACCOUNTS

¶ 9.1 Maintenance of Books and Records. The Company shall keep books and records of accounts and shall keep minutes of the proceedings of its Members, at the principal office of the Company. In addition, the Company shall maintain all documents and records required to be maintained at its principal office pursuant to the terms of the Act. Documents and records kept pursuant to this 9.1 are subject to inspection and copying at the reasonable request, and at the expense, of any Member during ordinary business hours.

¶ 9.2 Reports. On or before the 90th day following the end of each fiscal year during the term of the Company, the Company shall cause each Member to be furnished with a federal (and where applicable state) income tax report on Form K-1 or its equivalent and a financial report for the preceding fiscal year which shall include a balance sheet and a profit and loss statement prepared in accordance with generally accepted accounting principles applied on a consistent basis.

¶ 9.3 Taxable Year and Accounting Method. The Company’s taxable and fiscal years shall be a fiscal year ending December 31. The Company shall initially use the accrual method of accounting.

¶ 9.4 Tax Elections. All elections required or permitted to be made by the Company under the Code shall be made by the Members. In particular:

(a) The Company shall elect to deduct expenses incurred in organizing the Company ratably over a 60-month period as provided in Code §709;

(b) In case of a Transfer of all or part of any Interest, the Company may elect, in a timely manner pursuant to Code §754 and pursuant to corresponding provisions of applicable state and local tax laws, to adjust the basis of Company Property pursuant to Code §§734 and 743;

(c) The Company shall elect to deduct start-up expenditures ratably over a 60-month period as provided in Code §195;

(d) The Company shall not elect to be excluded from the application of the provisions of Subchapter K of Chapter 1 of Subtitle A of the Code or corresponding provisions of state or local law; and

(e) The Company shall take whatever actions may be necessary and appropriate to assure the Company is characterized as a partnership for federal, state and local income tax purposes.

11

¶ 9.5 Bank Accounts. All funds of the Company are to be deposited in the Company’s name in such bank accounts or investment accounts as may be designated by the Manager and shall be withdrawn on the signature of the Person or Persons as the Members may authorize.

¶ 9.6 “Tax Matters Partner.” The Members shall designate one Member to be the “tax matters partner” of the Company pursuant to Code §6231(a)(7). The person so designated is authorized to take such actions as are permitted by Code §§6221 through 6233. The initial “tax matters partner” shall be CA Lewisport, Inc.

ARTICLE 10

DISSOLUTION, LIQUIDATION AND TERMINATION

¶ 10.1 Events of Dissolution. The Company shall be dissolved and shall commence winding up its affairs upon the first to occur of the following:

(a) The approval of a Required Interest;

(b) Any event which makes it unlawful or impossible to carry on the Company’s business;

(c) The sale, disposition or abandonment of all or substantially all of the Company Property outside the regular course of business;

(d) The entry of a decree of judicial dissolution under the Act; or

(e) The death, expulsion, retirement, resignation, withdrawal, dissolution or bankruptcy of a Member, or any other event which terminates the membership of a Member in the Company, unless within ninety (90) days after the Company receives notice of such event there is more than one Remaining Member and Remaining Members constituting a Required Interest agree in writing to continue the business of the Company.

¶ 10.2 Winding Up. Upon the dissolution of the Company, the Members shall wind up the Company’s affairs and satisfy the Company’s liabilities. The Members shall attempt liquidate all of the Company Property as quickly as possible consistent with obtaining the full fair market value thereof. During this period, the Members shall continue to operate Company Property and all of the provisions of this Operating Agreement shall remain in effect. The Members shall notify all known creditors and claimants of the dissolution of the Company in accordance with the provisions of the Act.

¶ 10.3 Final Distribution. The proceeds from the liquidation of the Company Property shall be distributed as follows:

(a) First, to creditors, including Members who are creditors, until all of the Company’s debts and liabilities are paid and discharged (or provision is made for payment thereof);

12

(b) Second, to the Members, to the extent of their positive Capital Account balances, in proportion to their relative Capital Accounts as of the date of such distribution, after giving effect to all contributions, distributions; and

(c) Third, the balance, if any, in proportion to the Member’s Sharing Ratio.

All liquidating distributions shall be made so as to comply with the requirements of Treas. Reg. §1.704-l(b)(2)(ii)(b)(2).

¶ 10.4 Distributions in Kind. In connection with the termination and liquidation of the Company, the Members shall attempt to sell all of the Company Property. To the extent that the Company Property is not sold, each Member will receive a pro rata share of any distribution in kind. Any Company Property distributed in kind upon liquidation of the Company shall be valued on the basis of an independent appraisal by a qualified appraiser chosen by the Members experienced in conducting appraisals of assets similar to the Company Property and treated as though the Property were sold and the cash proceeds distributed.

¶ 10.5 No Recourse Against Members. The Members shall look solely to the assets of the Company for the return of their investment, and if the Company Property remaining after the payment or discharge of the debts and liabilities of the Company is insufficient to return such investment, they shall have no recourse against any other Member.

¶ 10.6 Deficit Capital Accounts. Notwithstanding anything to the contrary contained in this Operating Agreement, and notwithstanding any custom or rule of law to the contrary, the deficit, if any, in the Capital Account of any Member upon dissolution of the Company shall not be an asset of the Company and such Member shall not be obligated to contribute such amount to the Company to bring the balance of such Member’s capital account to zero.

¶ 10.7 Certificate of Dissolution. On completion of the distribution of Company Property as provided herein, the Company shall be thereby terminated, and the Member shall authorize the filing of a certificate of dissolution with the Secretary of State, cancel any other filings made pursuant to ¶ 2.5 hereof and take such other actions as may be necessary to terminate the Company.

ARTICLE 11

GENERAL PROVISIONS

¶ 11.1 Entire Agreement. This Operating Agreement embodies the entire understanding among the Members concerning the Company and their relationship as Members and supersedes all prior negotiations, understanding or agreements.

¶ 11.2 Notices. All notices and demands required or permitted under this Operating Agreement shall be in writing, as follows: (i) by actual delivery of the notice into the hands of the party entitled to receive it; (ii) by mailing such notice by registered or certified mail, return receipt

13

required, in which case the notice shall be deemed to be given on the date of its mailing; (iii) by Federal Express or any other overnight carrier, in which case the notice shall be deemed to be given as of the date sent. All notices which concern this Operating Agreement shall be addressed as follows:

If to the Company: Commonwealth Aluminum Lewisport, LLC Citizens Plaza, 19th Floor 500 West Jefferson Street Louisville, Kentucky ATTN.: Lenna Ruth Macdonald

If to the Members: To the address shown from time to time on the records of the Company. Any Member may specify a different address, which change shall become effective upon receipt of such notice by the Company.

¶ 11.3 Severability. If any provision of this Operating Agreement or the application of such provision to any Person or circumstance shall be held invalid, the remainder of this Operating Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid, shall not be affected.

¶ 11.4 Parties Bound. This Operating Agreement shall be binding upon the Members and their respective successors, assigns, heirs, devisees, legal representatives, executors and administrators.

¶ 11.5 Applicable Law. The laws of the Commonwealth of Kentucky shall govern this Operating Agreement, excluding any conflict of laws rules. The Members irrevocably agree that all actions or proceedings in any way, manner or respect, arising out of or from or related to this Operating Agreement shall be litigated only in courts having situs within Jefferson County, Kentucky.

¶ 11.6 Strict Construction. It is the intent of the Members upon execution hereof that this Operating Agreement shall be deemed to have been prepared by all of the parties to the end that no Member shall be entitled to the benefit of any favorable interpretation or construction of any term or provision hereof under any rule or law.

¶ 11.7 Partition. Each Member irrevocably waives any right that it may have to maintain any action for partition with respect to Company Property.

¶ 11.8 Headings. The headings in this Operating Agreement are inserted for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Operating Agreement or any provision hereof.

14

¶ 11.9 Counterparts. This Operating Agreement may be executed in multiple counterparts with separate pages, and each such counterpart shall be considered an original, but all of which together shall constitute one and the same instrument.

¶ 11.10 Pronouns. All pronouns shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the Person or Persons may require.

¶ 11.11 Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations hereunder or with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person. Failure on the part of a Person to complain of any act or to declare any Person in default hereunder, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default.

¶ 11.12 Further Assurances. Each Member shall execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Operating Agreement and the transactions contemplated herein.

¶ 11.13 Indemnification for Breach. To the fullest extent permitted by law, each Member shall indemnify the Company and each other Member and hold all of them harmless from and against all losses, costs, liabilities, damages and expenses (including, without limitation, costs of suit and attorneys’ fees) they may incur on account of any material breach by that Member of this Operating Agreement.

¶ 11.14 Disclosure and Waiver of Conflicts. In connection with the preparation of this Operating Agreement, the Members acknowledge and agree that: (i) the attorney that prepared this Operating Agreement (“Attorney”) acted as legal counsel to the Company; (ii) the Members have been advised by the Attorney that the interests of the Members may be opposed to each other and, accordingly, the Attorney’s representation of the Company may not be in the best interests of the Members; and (iii) each of the Members has been advised by the Attorney to retain separate legal counsel. Notwithstanding the foregoing, the Members (i) desire the Attorney to represent the Company; (ii) acknowledge that they have been advised to retain separate counsel and, if they have not done so, have waived their right to do so; and (iii) jointly and severally forever waive any claim that the Attorney’s representation of the Company constitutes a conflict of interest.

15

IN WITNESS WHEREOF, the Members have executed this Operating Agreement as of December 28, 2000, but effective as of the date first set forth above.

MEMBERS:
CA LEWISPORT, INC.
By:	/s/    MARK V. KAMINSKI
	Mark V. Kaminski, President
COMMONWEALTH ALUMINUM CORPORATION
By:	/s/    MARK V. KAMINSKI
	Mark V. Kaminski, President

16

EXHIBIT A

(Final)

Name of Each Member	Capital Contribution		Number of Units	Sharing Ratio
CA Lewisport, Inc.	$	176,401,553	176,401.553	73.03	%
Commonwealth Aluminum Corporation	$	65,131,995	65,131.995	26.97	%

EX-3.19

Exhibit 3.19

CERTIFICATE OF FORMATION

OF

COMMONWEALTH ALUMINUM

METALS, LLC

This Certificate of Formation of Commonwealth Aluminum Metals, LLC, dated as of October 2, 2000, is being duly executed and filed by CA Lewisport, Inc. as an authorized person, to form a limited liability operating company under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.)

1. Name. The name of the limited liability company formed hereby is Commonwealth Aluminum Metals, LLC (the “Company”).

2. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19808.

3. Registered Agent. The name and address of the registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19808.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first written above.

CA LEWISPORT, INC.
By:	/s/    MARK V. KAMINSKI
	Mark V. Kaminski
Its:	President and Chief Executive Officer

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:30 PM 10/02/2000

001498498 - 3296864

CERTIFICATE OF AMENDMENT

OF

COMMONWEALTH ALUMINUM METALS, LLC

1. The name of the limited liability company is Commonwealth Aluminum Metals, LLC.

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

Deleting Article 2 and in its place, insert the following:

The registered agent of Commonwealth Aluminum Metals, LLC in the State of Delaware is THE CORPORATION TRUST COMPANY, and the registered office is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Commonwealth Aluminum Metals, LLC this 15 day of Aug., 2003.

/s/    STACIA WILLIAMS        

Stacia Williams,

VP and authorized person

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:26 PM O8/26/2003

FILED 04:26 PM 08/26/2003

SRV 030554961 - 3296864 FILE

EX-3.20

Exhibit 3.20

OPERATING AGREEMENT

OF COMMONWEALTH ALUMINUM METALS, LLC

This Limited Liability Company Agreement (this “Agreement”) is dated December 31, 2000, by Commonwealth Aluminum Lewisport, LLC (“CALL” or “Member”) as the sole member of Commonwealth Aluminum Metals, LLC (the “Company”).

WHEREAS, the Company was formed by CA Lewisport, Inc. (“CALI”) on October 2, 2000, upon the filing by CALI of a Certificate of Formation (the “Certificate”) in the Office of the Secretary of State of the State of Delaware.

NOW THEREFORE, CALL, by execution hereof, does hereby continue the Company as a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.), as amended from time to time (the “Delaware Act”), upon the following terms and conditions.

1. Name. The name of the limited liability company is Commonwealth Aluminum Metals, LLC. The business of the Company may be conducted upon compliance with all applicable laws under any other name designated by the Member.

2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Delaware Act and engaging in any and all activities necessary, convenient, desirable or incidental to the foregoing, including, without limitation, purchasing, brokering, selling and transporting metal (recycled or prime) and selling common alloy aluminum sheet and tubing products.

3. Powers. In furtherance of its purposes, the Company shall have the power and is hereby authorized to do any and all acts necessary or convenient to carry out any and all of the objects and purposes of the Company and to perform all acts in furtherance thereof, and shall have and exercise all of the powers and rights conferred upon a limited liability company formed pursuant to the Delaware Act.

4. Term. The term of the Company shall commence on the date the Certificate is filed in the office of the Secretary of State of the State of Delaware and shall continue until October 2, 2050, unless the Company is dissolved before such date in accordance with the provisions of this Agreement. The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate in the manner required by the Delaware Act.

5. Qualification in other Jurisdictions. The Member shall cause the Company to be qualified, formed or registered under assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company transacts business. The Member, through one of its officers, acting as an authorized person within the meaning of the Delaware Act, shall execute, deliver and

file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware, 19808.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware, 19808.

8. Sole Member; Management. The sole member of the Company shall be CALL (acting through its duly authorized officers), which shall have all power and authority to act on behalf of the Company in all respects and shall be the sole authorized person within the meaning of the Delaware Act. The Member shall have the power to exercise any and all rights or powers granted to members of a limited liability company pursuant to the Delaware Act. The Company shall not have any managers.

9. Fiscal Year. The fiscal year of the Company (the “fiscal year”) shall end on December 31 in each year. The Member is authorized to make all elections for tax or other purposes as they may deem necessary or appropriate in such connection, including the establishment and implementation of transition periods.

10. Tax Status. The Company’s separate identity shall be disregarded for tax purposes pursuant to the Treasury Regulations issued under Section 7701 of the Internal Revenue Code of 1986, as amended, and any comparable or analogous provisions under state and local tax laws.

11. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) October 2, 2050 (b) the written consent of the Member or (c) the entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.

12. Exculpation and Indemnification. In the event that the Member or any of its direct or indirect directors, officers, stockholders, employees, agents, affiliates or controlling persons (collectively, the “Indemnified Persons”; each, including the Member, an “Indemnified Person”), becomes involved, in any capacity, in any threatened, pending or completed, action, proceeding or investigation, in connection with any matter arising out of or relating to the Company’s business or affairs, the Company will periodically reimburse such Indemnified Person for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, provided that such Indemnified Person shall promptly repay to the Company the amount of any such reimbursed expenses paid to it if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company in connection with such action, proceeding or investigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, the Company also will indemnify and hold harmless an Indemnified Person

2

against any losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (collectively, “Costs”), to which such an Indemnified Person may become subject in connection with any matter arising out of or in connection with the Company’s business or affairs, except to the extent that any such Costs result solely from the willful misfeasance, gross negligence or bad faith of such Indemnified Person. If for any reason (other than the willful misfeasance, gross negligence, or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this Section 12 shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this Section 12 shall be limited to the Company’s assets, and the Member shall not have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement.

13. Limited Liability. Except as otherwise provided by the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Member nor any affiliate, director, officer, partner or controlling person of the Member shall be obligated personally for any such debt, obligation or liability of the Company.

14. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, AND ALL RIGHTS AND REMEDIES SHALL BE DETERMINED UNDER SUCH LAWS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

15. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written instrument executed and delivered by the Member.

<END OF TEXT>

3

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement on December 28, 2000, but effective as of December 31, 2000.

Member
COMMONWEALTH ALUMINUM LEWISPORT, LLC
By:	/s/    MARK V. KAMINSKI
	Mark V. Kaminski
Title:	President and Chief Executive Officer

4

EX-3.21

Exhibit 3.21

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 04:00 PM 12/05/1995

950283164 - 2319325

RESTATED CERTIFICATE OF INCORPORATION

OF

COMMONWEALTH ALUMINUM SALES CORPORATION

Commonwealth Aluminum Sales Corporation, a Delaware corporation, hereby certifies as follows:

FIRST. The name of the corporation is Commonwealth Aluminum Sales Corporation. The date of filing of its original certificate of incorporation with the Secretary of State of the State of Delaware was December 16, 1992.

SECOND. This restated certificate of incorporation amends, restates and integrates the provisions of the certificate of incorporation of the corporation and has been duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware by written consent of the holder of all of the outstanding stock entitled to vote thereon in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD. The text of the certificate of incorporation is hereby amended and restated to read in its entirety as follows:

ARTICLE I

Name

The name of the corporation is Commonwealth Aluminum Sales Corporation.

ARTICLE II

Registered Office; Registered Agent

The address of the corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

Purpose

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV

Shares

The total number of shares which the corporation shall have authority to issue is 1,000 shares of common stock, no par value per share.

ARTICLE V

By-Laws

The board of directors of the corporation is expressly authorized to adopt, amend or repeal by-laws of the corporation.

ARTICLE VI

Directors

Elections of directors need not be by written ballot except and to the extent provided in the by-laws of the corporation.

The number of directors of the corporation shall be fixed from time to time pursuant to the by-laws of the corporation. Any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares at the time entitled to vote at an election of directors.

IN WITNESS WHEREOF, Commonwealth Aluminum Lewisport, Inc. has caused this certificate to be signed by Mark V. Kaminski, its President, on the 4th day of December, 1995.

/s/    MARK V. KAMINSKI        

Mark V. Kaminski

-2-

EX-3.22

EXHIBIT 3.22

AMENDED AND RESTATED BYLAWS

OF

COMMONWEALTH ALUMINUM SALES CORPORATION

Adopted as of December 9, 2004

ARTICLE I

OFFICES

SECTION 1.01 Registered Office. The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle, and the name of its registered agent shall be The Corporation Trust Company.

SECTION 1.02 Other Offices. The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 2.01 Place of Meeting. All meetings of stockholders for the election of directors shall be held at such place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

SECTION 2.02 Annual Meeting. The annual meeting of stockholders shall be held at such date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

SECTION 2.03 Voting List. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

SECTION 2.04 Special Meeting. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the Chairman of the Board, if one is elected, or by the President of the corporation or by the Board of Directors or by written order of a majority of the directors

and shall be called by the President or the Secretary at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. The Chairman of the Board or the President of the corporation or directors so calling, or the stockholders so requesting, any such meeting shall fix the time and any place, either within or without the State of Delaware, as the place for holding such meeting.

SECTION 2.05 Notice of Meeting. Written notice of the annual, and each special meeting of stockholders, stating the time, place, and purpose or purposes thereof, shall be given to each stockholder entitled to vote thereat, not less than 10 nor more than 60 days before the meeting.

SECTION 2.06 Quorum. The holders of a majority of the shares of the corporation’s capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at any meeting of stockholders for the transaction of business, except as otherwise provided by statute or by the Certificate of Incorporation. Notwithstanding the other provisions of the Certificate of Incorporation or these bylaws, the holders of a majority of the shares of the corporation’s capital stock entitled to vote thereat, present in person or represented by proxy, whether or not a quorum is present, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

SECTION 2.07 Voting. When a quorum is present at any meeting of the stockholders, the vote of the holders of a majority of the shares of the corporation’s capital stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the statutes, of the Certificate of Incorporation or of these bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. Every stockholder having the right to vote shall be entitled to vote in person, or by proxy appointed by an instrument in writing subscribed by such stockholder, bearing a date not more than three years prior to voting, unless such instrument provides for a longer period, and filed with the Secretary of the corporation before, or at the time of, the meeting. If such instrument shall designate two or more persons to act as proxies, unless such instrument shall provide the contrary, a majority of such persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, each proxy so attending shall be entitled to exercise such powers in respect of the same portion of the shares as he is of the proxies representing such shares.

SECTION 2.08 Consent of Stockholders. Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate

- 2-

action by any provision of the statutes, the meeting and vote of stockholders may be dispensed with if all the stockholders who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action being taken; or on the written consent of the holders of shares of the corporation’s capital stock having not less than the minimum percentage of the vote required by statute for the proposed corporate action, and provided that prompt notice must be given to all stockholders of the taking of corporate action without a meeting and by less than unanimous written consent. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing. Consents of stockholders may also be given by telegram, cablegram or other electronic transmission in accordance with and subject to the provisions of Section 228 of the General Corporation Law of Delaware.

SECTION 2.09 Voting of Stock of Certain Holders. Shares of the corporation’s capital stock standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy as the bylaws of such corporation may prescribe, or in the absence of such provision, as the Board of Directors of such corporation may determine. Shares standing in the name of a deceased person may be voted by the executor or administrator of such deceased person, either in person or by proxy. Shares standing in the name of a guardian, conservator, or trustee may be voted by such fiduciary, either in person or by proxy, but no such fiduciary shall be entitled to vote shares held in such fiduciary capacity without a transfer of such shares into the name of such fiduciary. Shares standing in the name of a receiver may be voted by such receiver. A stockholder whose shares are pledged shall be entitled to vote such shares, unless in the transfer by the pledgor on the books of the corporation, he has expressly empowered the pledgee to vote thereon, in which case only the pledgee, or his proxy, may represent the stock and vote thereon.

SECTION 2.10 Treasury Stock. The corporation shall not vote, directly or indirectly, shares of its own capital stock owned by it; and such shares shall not be counted in determining the total number of outstanding shares of the corporation’s capital stock.

SECTION 2.11 Fixing Record Date. The Board of Directors may fix in advance a date, which shall not be more than 60 days nor less than 10 days preceding the date of any meeting of stockholders, nor more than 60 days preceding the date for payment of any dividend or distribution, or the date for the allotment of rights, or the date when any change, or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining a consent, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend or distribution, or to receive any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent, and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed, shall be entitled to such notice of, and to vote at, any such meeting and any adjournment thereof, or to receive payment of such dividend or distribution, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid.

-3-

ARTICLE III

BOARD OF DIRECTORS

SECTION 3.01 Powers. The business and affairs of the corporation shall be managed by its Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these bylaws directed or required to be exercised or done by the stockholders.

SECTION 3.02 Number, Election and Term. The number of directors that shall constitute the whole Board of Directors shall be fixed from time to time as determined by resolution of the Board adopted by a majority of the whole Board, but shall consist of not less than one (1) member. The number of directors of the whole Board shall be set forth in the notice of any meeting of stockholders held for the purpose of electing directors. The directors shall be elected at the annual meeting of stockholders, except as provided in Section 3.03, and each director elected shall hold office until his successor shall be elected and shall qualify. Directors need not be residents of Delaware or stockholders of the corporation.

SECTION 3.03 Vacancies, Additional Directors, and Removal From Office. If any vacancy occurs in the Board of Directors caused by death, resignation, retirement, disqualification, or removal from office of any director, or otherwise, or if any new directorship is created by an increase in the authorized number of directors, a majority of the directors then in office, though less than a quorum, or a sole remaining director, may choose a successor or fill the newly created directorship; and a director so chosen shall hold office until the next election and until his successor shall be duly elected and shall qualify, unless sooner displaced. Any director may be removed either for or without cause at any special meeting of stockholders duly called and held for such purpose.

SECTION 3.04 Regular Meeting. A regular meeting of the Board of Directors shall be held each year, without other notice than this bylaw, at the place of, and immediately following, the annual meeting of stockholders; and other regular meetings of the Board of Directors shall be held each year, at such time and place as the Board of Directors may provide, by resolution, either within or without the State of Delaware, without other notice than such resolution.

SECTION 3.05 Special Meeting. A special meeting of the Board of Directors may be called by the Chairman of the Board of Directors, if one is elected, or by the President of the corporation and shall be called by the Secretary on the written request of any two directors. The Chairman or President so calling, or the directors so requesting, any such meeting shall fix the time and any place, either within or without the State of Delaware, as the place for holding such meeting.

SECTION 3.06 Notice of Special Meeting. Written notice of special meetings of the Board of Directors shall be given to each director at least 48 hours prior to the time of such meeting. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the purpose of objecting to the transaction of any business because the meeting is not

-4-

lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except that notice shall be given of any proposed amendment to the bylaws if it is to be adopted at any special meeting or with respect to any other matter where notice is required by statute.

SECTION 3.07 Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, by the Certificate of Incorporation or by these bylaws. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

SECTION 3.08 Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof as provided in Article IV of these bylaws, may be taken without a meeting, if all members of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes or proceedings of the Board of Directors, or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing.

SECTION 3.09 Compensation. Directors, as such, shall not be entitled to any stated salary for their services unless voted by the stockholders; but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors or any meeting of a committee of directors. No provision of these bylaws shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

SECTION 3.10 Advisory Board. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate and invite advisory members (each an “Advisory Board Member”) to attend regular and special meetings of the Board of Directors from time to time or on a continuing basis. If so designated and invited, Advisory Board Members shall be entitled to attend such meetings of the Board of Directors, to receive all notices of such meetings provided to directors of the corporation pursuant to these bylaws, and to participate fully in all proceedings and meetings of the Board of Directors. Advisory Board Members shall not be considered directors of the corporation for any purpose and shall not be entitled to vote or exercise any powers of a director of the corporation.

-5-

ARTICLE IV

COMMITTEE OF DIRECTORS

SECTION 4.01 Designation, Powers and Name. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, including, if they shall so determine, an Executive Committee, each such committee to consist of two or more of the directors of the corporation. The committee shall have and may exercise such of the powers of the Board of Directors in the management of the business and affairs of the corporation as may be provided in such resolution. The committee may authorize the seal of the corporation to be affixed to all papers that may require it. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Such committee or committees shall have such name or names and such limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors.

SECTION 4.02 Minutes. Each committee of directors shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.

SECTION 4.03 Compensation. Members of special or standing committees may be allowed compensation for attending committee meetings, if the stockholders shall so determine.

ARTICLE V

NOTICE

SECTION 5.01 Methods of Giving Notice. Whenever, under the provisions of applicable statutes, the Certificate of Incorporation or these bylaws, notice is required to be given to any director, member of any committee, or stockholder, such notice may be given in writing and delivered personally or mailed to such director, member, or stockholder; provided that in the case of a director or a member of any committee such notice may be given orally or by telephone. If mailed, notice to a director, member of a committee, or stockholder shall be deemed to be given when deposited in the United States mail first class in a sealed envelope, with postage thereon prepaid, addressed, in the case of a stockholder, to the stockholder at the stockholder’s address as it appears on the records of the corporation or, in the case of a director or a member of a committee, to such person at his business address. Notice to directors and stockholders may also be given by facsimile telecommunication. Notice may also be given to any director, member of any committee or stockholder by a form of electronic transmission as that term is defined in Section 232 of the General Corporation Law of Delaware.

SECTION 5.02 Written Waiver. Whenever any notice is required to be given under the provisions of an applicable statute, the Certificate of Incorporation, or these bylaws, a

-6-

waiver thereof in writing, signed by the person or persons entitled to said notice or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE VI

OFFICERS

SECTION 6.01 Officers. The officers of the corporation shall be a President, one or more Vice Presidents, any one or more of which may be designated Executive Vice President or Senior Vice President, a Secretary and a Treasurer. The Board of Directors may appoint such other officers and agents, including a Chairman of the Board, Assistant Vice Presidents, Assistant Secretaries, and Assistant Treasurers, in each case as the Board of Directors shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined by the Board. Any two or more offices may be held by the same person. The Chairman of the Board, if one is elected, shall be elected from among the directors. With the foregoing exceptions, none of the other officers need be a director, and none of the officers need be a stockholder of the corporation.

SECTION 6.02 Election and Term of Office. The officers of the corporation shall be elected annually by the Board of Directors at its first regular meeting held after the annual meeting of stockholders or as soon thereafter as conveniently possible. Each officer shall hold office until his successor shall have been chosen and shall have qualified or until his death or the effective date of his resignation or removal, or until he shall cease to be a director in the case of the Chairman.

SECTION 6.03 Removal and Resignation. Any officer or agent elected or appointed by the Board of Directors may be removed without cause by the affirmative vote of a majority of the Board of Directors whenever, in its judgment, the best interests of the corporation shall be served thereby, but such removal shall be without prejudice to the contractual rights, if any, of the person so removed. Any officer may resign at any time by giving written notice to the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 6.04 Vacancies. Any vacancy occurring in any office of the corporation by death, resignation, removal, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

SECTION 6.05 Salaries. The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors or pursuant to its direction; and no officer shall be prevented from receiving such salary by reason of his also being a director.

SECTION 6.06 Chairman of the Board. The Chairman of the Board, if one is elected, shall preside at all meetings of the Board of Directors or of the stockholders of the corporation. The Chairman shall formulate and submit to the Board of Directors or the Executive Committee matters of general policy for the corporation and shall perform such other

-7-

duties as usually appertain to the office or as may be prescribed by the Board of Directors or the Executive Committee.

SECTION 6.07 President. The President shall be the chief executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control the business and affairs of the corporation. In the absence of the Chairman of the Board (if one is elected), the President shall preside at all meetings of the Board of Directors and of the stockholders. He may also preside at any such meeting attended by the Chairman if he is so designated by the Chairman. He shall have the power to appoint and remove subordinate officers, agents and employees, except those elected or appointed by the Board of Directors. The President shall keep the Board of Directors and the Executive Committee fully informed and shall consult them concerning the business of the corporation. He may sign with the Secretary or any other officer of the corporation thereunto authorized by the Board of Directors, certificates for shares of the corporation and any deeds, bonds, mortgages, contracts, checks, notes, drafts, or other instruments that the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof has been expressly delegated by these bylaws or by the Board of Directors to some other officer or agent of the corporation, or shall be required by law to be otherwise executed. He shall vote, or give a proxy to any other officer of the corporation to vote, all shares of stock of any other corporation standing in the name of the corporation and in general he shall perform all other duties normally incident to the office of President and such other duties as may be prescribed by the stockholders, the Board of Directors, or the Executive Committee from time to time.

SECTION 6.08 Vice Presidents. In the absence of the President, or in the event of his inability or refusal to act, the Executive Vice President (or in the event there shall be no Vice President designated Executive Vice President, any Vice President designated by the Board) shall perform the duties and exercise the powers of the President. Any Vice President may sign, with the Secretary or Assistant Secretary, certificates for shares of the corporation. The Vice Presidents shall perform such other duties as from time to time may be assigned to them by the President, the Board of Directors or the Executive Committee.

SECTION 6.09 Secretary. The Secretary shall (a) keep the minutes of the meetings of the stockholders, the Board of Directors and committees of directors; (b) see that all notices are duly given in accordance with the provisions of these bylaws and as required by law; (c) be custodian of the corporate records and of the seal of the corporation, and see that the seal of the corporation or a facsimile thereof is affixed to all certificates for shares prior to the issue thereof and to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these bylaws; (d) keep or cause to be kept a register of the post office address of each stockholder which shall be furnished by such stockholder; (e) sign with the President, or an Executive Vice President or Vice President, certificates for shares of the corporation, the issue of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general, perform all duties normally incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President, the Board of Directors or the Executive Committee.

-8-

SECTION 6.10 Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Section 7.03 of these bylaws; (c) prepare, or cause to be prepared, for submission at each regular meeting of the Board of Directors, at each annual meeting of the stockholders, and at such other times as may be required by the Board of Directors, the President or the Executive Committee, a statement of financial condition of the corporation in such detail as may be required; and (d) in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President, the Board of Directors or the Executive Committee.

SECTION 6.11 Assistant Secretary and Treasurer. The Assistant Secretaries and Assistant Treasurers shall, in general, perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the President, the Board of Directors, or the Executive Committee. The Assistant Secretaries and Assistant Treasurers shall, in the absence of the Secretary or Treasurer, respectively, perform all functions and duties which such absent officers may delegate, but such delegation shall not relieve the absent officer from the responsibilities and liabilities of his office. The Assistant Secretaries may sign, with the President or a Vice President, certificates for shares of the corporation, the issue of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine.

ARTICLE VII

CONTRACTS, CHECKS AND DEPOSITS

SECTION 7.01 Contracts. Subject to the provisions of Section 6.01, the Board of Directors may authorize any officer, officers, agent, or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

SECTION 7.02 Checks. All checks, demands, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers or such agent or agents of the corporation, and in such manner, as shall be determined by the Board of Directors.

SECTION 7.03 Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

-9-

ARTICLE VIII

CERTIFICATES OF STOCK

SECTION 8.01 Issuance. Each stockholder of this corporation shall be entitled to a certificate or certificates showing the number of shares of capital stock registered in his name on the books of the corporation. The certificates shall be in such form as may be determined by the Board of Directors, shall be issued in numerical order and shall be entered in the books of the corporation as they are issued. They shall exhibit the holder’s name and number of shares and shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary. If any certificate is countersigned (1) by a transfer agent other than the corporation or any employee of the corporation, or (2) by a registrar other than the corporation or any employee of the corporation, any other signature on the certificate may be a facsimile. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences, and relative participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences and rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class of stock; provided that, except as otherwise provided by statute, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish to each stockholder who so requests the designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences and rights. All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in the case of a lost, stolen, destroyed, or mutilated certificate a new one may be issued therefor upon such terms and with such indemnity, if any, to the corporation as the Board of Directors may prescribe. Certificates shall not be issued representing fractional shares of stock.

SECTION 8.02 Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require (1) the owner of such lost, stolen, or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require, (2) such owner to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate or certificates alleged to have been lost, stolen, or destroyed, or (3) both.

SECTION 8.03 Transfers. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books. Transfers of shares shall be made only on the books of the corporation by the

-10-

registered holder thereof, or by his attorney thereunto authorized by power of attorney and filed with the Secretary of the corporation or the Transfer Agent.

SECTION 8.04 Registered Stockholders. The corporation shall be entitled to treat the holder of record of any share or shares of the corporation’s capital stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

ARTICLE IX

DIVIDENDS

SECTION 9.01 Declaration. Dividends with respect to the shares of the corporation’s capital stock, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to applicable law. Dividends may be paid in cash, in property, or in shares of capital stock, subject to the provisions of the Certificate of Incorporation.

SECTION 9.02 Reserve. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the Board of Directors shall think conducive to the interest of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE X

INDEMNIFICATION

SECTION 10.01 Third Party Actions. The corporation shall indemnify any director or officer of the corporation, and may indemnify any other person, who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the

-11-

best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

SECTION 10.02 Actions by or in the Right of the Corporation. The corporation shall indemnify any director or officer and may indemnify any other person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the Court of Chancery or such other court shall deem proper.

SECTION 10.03 Mandatory Indemnification. To the extent that a director, officer, employee, or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 10.01 and 10.02, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

SECTION 10.04 Determination of Conduct. The determination that a director, officer, employee, or agent has met the applicable standard of conduct set forth in Sections 10.01 and 10.02 (unless indemnification is ordered by a court) shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding, or (2) if such quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders.

SECTION 10.05 Payment of Expenses in Advance. Expenses incurred in defending a civil or criminal action, suit, or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee, or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this Article X.

SECTION 10.06 Indemnity Not Exclusive. The indemnification and advancement of expenses provided or granted hereunder shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, any other bylaw, agreement, vote of stockholders, or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

-12-

SECTION 10.07 Definitions. For purposes of this Article X:

(a) “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger that, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee, or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall stand in the same position under this Article X with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued;

(b) “other enterprises” shall include employee benefit plans;

(c) “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan;

(d) “serving at the request of the corporation” shall include any service as a director, officer, employee, or agent of the corporation that imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and

(e) a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this Article X.

SECTION 10.08 Continuation of Indemnity. The indemnification and advancement of expenses provided or granted hereunder shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

ARTICLE XI

MISCELLANEOUS

SECTION 11.01 Seal. The corporate seal, if one is authorized by the Board of Directors, shall have inscribed thereon the name of the corporation, and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

SECTION 11.02 Books. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at the offices of the corporation, or at such other place or places as may be designated from time to time by the Board of Directors.

-13-

ARTICLE XII

AMENDMENT

These bylaws may be altered, amended, or repealed by a majority of the number of directors then constituting the Board of Directors at any regular meeting of the Board of Directors without prior notice, or at any special meeting of the Board of Directors if notice of such alteration, amendment, or repeal be contained in the notice of such special meeting.

-14-

EX-3.23

Exhibit 3.23

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 04/20/2000

001204019 – 3206148

CERTIFICATE OF FORMATION

OF

COMMONWEALTH ALUMINUM TUBE ENTERPRISES, LLC

This Certificate of Formation of Commonwealth Aluminum Tube Enterprises, LLC, dated as of April 20, 2000, is being duly executed and filed by Commonwealth Aluminum Concast, Inc., as an authorized person, to form a limited liability operating company under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et. seq.)

1. Name. The name of the limited liability company formed hereby is Commonwealth Aluminum Tube Enterprises, LLC (the “Company”).

2. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

3. Registered Agent. The name and address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first written above.

COMMONWEALTH ALUMINUM CONCAST, INC.
By:	/s/ Mark V. Kaminski
	Mark V. Kaminski
Its:	President and Chief Executive Officer

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 01/16/2001

010021743 – 3206148

Certificate of Amendment to Certificate of Formation

of

COMMONWEALTH ALUMINUM TUBE ENTERPRISES, LLC

It is hereby certified that:

1. The name of the limited liability company (hereinafter called the “limited liability company”) is COMMONWEALTH ALUMINUM TUBE ENTERPRISES, LLC

2. The certificate of formation of the limited liability company is hereby amended by striking out the statement relating to the limited liability company’s registered agent and registered office and by substituting in lieu thereof the following new statement:

“The address of the registered office and the name and the address of the registered agent of the limited liability company required to be maintained by Section 18-104 of the Delaware Limited Liability Company Act are Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808.”

/s/ Lenna Ruth Macdonald

Lenna Ruth Macdonald, Vice President & Assistant Secretary

DELL D-:CERTIFICATE OF AMENDMENT TO CHANGE REGISTERED AGENT/REGISTERED OFFICE 09/00 (DELLCCHG)

CERTIFICATE OF AMENDMENT

OF

COMMONWEALTH ALUMINUM TUBE ENTERPRISES, LLC

1. The name of the limited liability company Is Commonwealth Aluminum Tube Enterprises, LLC.

2. The Certificate of Formation of the limited liability company is hereby amended as follows:

Deleting Article 2 and In its place, insert the following:

The registered agent of Commonwealth Aluminum Tube Enterprises, LLC in the State of Delaware is THE

CORPORATION TRUST COMPANY, and the registered office is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment of Commonwealth Aluminum Tube Enterprises. LLC this 15th day of Aug. 2003.

/s/ Stacia Williams

Stacia Williams, VP and Authorized Person

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:23 PM 08/26/2003

FILED 04:34 PM 08/26/2003

SRV 030555004 – 3206148 FILE

EX-3.24

Exhibit 3.24

LIMITED LIABILITY COMPANY

AGREEMENT

OF

COMMONWEALTH ALUMINUM TUBE ENTERPRISES, LLC

This Limited Liability Company Agreement (this “Agreement”) is executed and effective as of this 20th day of April, 2000 by Commonwealth Aluminum Concast, Inc. (“CACI” or the “Member”), as the sole member of Commonwealth Aluminum Tube Enterprises, LLC (the “Company”).

WHEREAS, the Company was formed by CACI on April 20, 2000, upon the filing by CACI of a Certificate of Formation (the “Certificate”) in the Office of the Secretary of State of the State of Delaware.

NOW THEREFORE, CACI, by execution hereof, does hereby continue the Company as a limited liability company pursuant to the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.), as amended from time to time (“the “Delaware Act”), upon the following terms and conditions.

1. Name. The name of the limited liability company is Commonwealth Aluminum Tube Enterprises, LLC. The business of the Company may be conducted upon compliance with all applicable laws under any other name designated by the Member.

2. Purpose. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Delaware Act and engaging in any and all activities necessary, convenient, desirable or incidental to the foregoing, including, without limitation, the production of common alloy aluminum sheet.

3. Powers. In furtherance of its purposes, the Company shall have the power and is hereby authorized to do any and all acts necessary or convenient to carry out any and all of the objects and purposes of the Company and to perform all acts in furtherance thereof, and shall have and any exercise all of the powers and rights conferred upon a limited liability company formed, pursuant to the Delaware Act.

4. Term. The term of the Company shall commence on the date the Certificate is filed in the office of the Secretary of State of the State of Delaware and shall continue until April 20, 2050, unless the Company is dissolved before such date in accordance with the provisions of this Agreement. The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate in the manner required by the Delaware Act.

5. Qualification in other Jurisdictions. The Member shall cause the Company to be qualified, formed or registered under assumed or fictitious name statutes or similar laws in any jurisdiction in which the Company transacts business. The Member, through one of its officers, acting as an authorized person within the meaning of the Delaware Act, shall execute, deliver and file any certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business.

6. Registered Office. The address of the registered office of the Company in the State of Delaware is c/o The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

7. Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. .

8. Sole Member; Management. The sole member of the Company shall be CACI (acting through its duly authorized officers), which shall have all power and authority to act on behalf of the Company in all respects and shall be the sole authorized person within the meaning of the Delaware Act. The Member shall have the power to exercise any and all rights or powers granted to members of a limited liability company pursuant to the Delaware Act. The Company shall not have any managers.

9. Fiscal Year. The fiscal year of the Company (the “fiscal year”) shall end on December 31 in each year. The Member is authorized to make all elections for tax or other purposes as they may deem necessary or appropriate in such connection, including the establishment and implementation of transition periods.

10. Treatment as a Corporation for Tax Purposes. The Member hereby agrees to treat the Company as a corporation for tax purposes.

11. Dissolution. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (a) April 20, 2050, (b) the written consent of the Member or (c) the entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.

12. Exculpation and Indemnification. In the event that the Member or any of its direct or indirect directors, officers, stockholders, employees, agents, affiliates or controlling persons (collectively, the “Indemnified Persons”; each, including the Member, an “Indemnified Person”), becomes involved, in any capacity, in any threatened, pending or completed, action, proceeding or investigation, in connection with any matter arising out of or relating to the Company’s business or affairs, the Company will periodically reimburse such Indemnified Person for its legal and other expenses (including the cost of any investigation and preparation) incurred in connection therewith, provided that such Indemnified Person shall promptly repay to the Company the amount of any such reimbursed expenses paid to it if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by the Company in connection with such action, proceeding or

investigation as provided in the exception contained in the next succeeding sentence. To the fullest extent permitted by law, the Company also will indemnify and hold harmless an Indemnified Person against any losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever (collectively, “Costs”), to which such an Indemnified Person may become subject in connection with any matter arising out of or in connection with the Company’s business or affairs, except to the extent that any such Costs result solely from the willful misfeasance, gross negligence or bad faith of such Indemnified Person. If for any reason (other than the willful misfeasance, gross negligence, or bad faith of such Indemnified Person) the foregoing indemnification is unavailable to such Indemnified Person, or insufficient to hold it harmless, then the Company shall contribute to the amount paid or payable by such Indemnified Person as a result of such Costs in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and such Indemnified Person on the other hand but also the relative fault of the Company and such Indemnified Person, as well as any relevant equitable considerations. The reimbursement, indemnity and contribution obligations of the Company under this Section 12 shall be in addition to any liability which the Company may otherwise have to any Indemnified Person and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company and any Indemnified Person. The reimbursement, indemnity and contribution obligations of the Company under this Section 12 shall be limited to the Company’s assets, and the Member shall not have any personal liability on account thereof. The foregoing provisions shall survive any termination of this Agreement.

13. Limited Liability. Except as otherwise provided by the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Member nor any affiliate, director, officer, partner or controlling person of the Member shall be obligated personally for any such debt, obligation or liability of the Company.

14. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, AND ALL RIGHTS AND REMEDIES SHALL BE DETERMINED UNDER SUCH LAWS WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

15. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written instrument executed and delivered by the Member.

<END OF TEXT>

3

IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Limited Liability Company Agreement as of the date first above written.

Member
COMMONWEALTH ALUMINUM CONCAST, INC.
By:	/s/ Mark V. Kaminski
Name:	Mark V. Kaminski
Title:	President and Chief Executive Officer

4

EX-3.67

Exhibit 3.67

CERTIFICATE OF INCORPORATION

SILVER FOX HOLDING COMPANY

First: The name of the Corporation is Silver Fox Holding Company.

Second: The address of the Corporation’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400, New Castle County, Wilmington, Delaware 19808. The name of the Corporation’s registered agent at such address is Corporation Service Company.

Third: The nature of the business and purpose to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

Fourth: The total number of shares of stock that the Corporation shall have authority to issue is 1,000 shares of common stock, $1.00 par value per share.

Fifth: The name of the incorporator is Jeffrey S. Mecom, whose mailing address is 5215 N. O’Connor Boulevard, Suite 1500, Irving, Texas 75039.

Sixth: The Corporation is to have perpetual existence.

Seventh: Election of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.

Eighth:

(a) A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for any acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware or (iv) for any transaction from which the director derived an improper personal benefit. If the General Corporation Law of the State of Delaware hereafter is amended to authorize further elimination or limitation of the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended General Corporation Law of the State of Delaware. Any repeal or modification of this paragraph by the stockholders of the Corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such repeal or modification.

(b) The Corporation shall indemnify any director or officer to the full extent permitted by Delaware law.

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:06 PM 06/16/2004

FILED 04:06 PM 06/16/2004

SRV 040445318 - 3816639 FILE

-1-

Ninth: All of the powers of the Corporation, insofar as the same may be lawfully vested by this Certificate of Incorporation in the Board of Directors of the Corporation, are hereby conferred upon the Board of Directors of the Corporation.

In furtherance and not in limitation of the foregoing provisions of this Article Ninth, and for the purpose of the orderly management of the business and the conduct of the affairs of the Corporation, the Board of Directors of the Corporation shall have the power to adopt, amend or repeal from time to time the by-laws of the Corporation, subject to the right of the stockholders of the Corporation entitled to vote thereon to adopt, amend or repeal bylaws of the Corporation.

Tenth: The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, does make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true. Accordingly, I have hereunto set my hand this 16^th day of June, 2004.

/s/    JEFFREY S. MECOM        

Jeffrey S. Mecom

-2-

EX-3.68

Exhibit 3.68

BYLAWS

OF

SILVER FOX HOLDING COMPANY

ADOPTED AS OF JUNE 16, 2004

ARTICLE I

OFFICES

SECTION 1.01 Registered Office. The registered office of the corporation in the State of Delaware shall be in the City of Wilmington, County of New Castle, and the name of its registered agent shall be The Corporation Trust Company.

SECTION 1.02 Other Offices. The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 2.01 Place of Meeting. All meetings of stockholders for the election of directors shall be held at such place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

SECTION 2.02 Annual Meeting. The annual meeting of stockholders shall be held at such date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or as otherwise may be required by applicable law.

SECTION 2.03 Voting List. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least 10 days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice, or if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

SECTION 2.04 Special Meeting. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the Certificate of Incorporation, may be called by the Chairman of the Board or by the President of the corporation or by the Board of Directors or by written order of a majority of the directors and shall be called

by the President or the Secretary at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purposes of the proposed meeting. The Chairman of the Board or the President of the corporation or directors so calling, or the stockholders so requesting, any such meeting shall fix the time and any place, either within or without the State of Delaware, as the place for holding such meeting.

SECTION 2.05 Notice of Meeting. Written notice of the annual meeting and each special meeting of stockholders, stating the time, place, and purpose or purposes thereof, shall be given to each stockholder entitled to vote thereat, not less than 10 nor more than 60 days before the meeting.

SECTION 2.06 Quorum. The holders of a majority of the shares of the corporation’s capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at any meeting of stockholders for the transaction of business, except as otherwise provided by statute or by the Certificate of Incorporation. Notwithstanding the other provisions of the Certificate of Incorporation or these bylaws, the holders of a majority of the shares of the corporation’s capital stock entitled to vote thereat, present in person or represented by proxy, whether or not a quorum is present, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified.

SECTION 2.07 Voting. When a quorum is present at any meeting of the stockholders, the vote of the holders of a majority of the shares of the corporation’s capital stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the statutes, of the Certificate of Incorporation or of these bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. Every stockholder having the right to vote shall be entitled to vote in person, or by proxy appointed by an instrument in writing subscribed by such stockholder, bearing a date not more than three years prior to voting, unless such instrument provides for a longer period, and filed with the Secretary of the corporation before, or at the time of, the meeting. If such instrument shall designate two or more persons to act as proxies, unless such instrument shall provide the contrary, a majority of such persons present at any meeting at which their powers thereunder are to be exercised shall have and may exercise all the powers of voting or giving consents thereby conferred, or if only one be present, then such powers may be exercised by that one; or, if an even number attend and a majority do not agree on any particular issue, each proxy so attending shall be entitled to exercise such powers in respect of the same portion of the shares as he is of the proxies representing such shares.

-2-

SECTION 2.08 Consent of Stockholders. Whenever the vote of stockholders at a meeting thereof is required or permitted to be taken for or in connection with any corporate action by any provision of the statutes, the meeting and vote of stockholders may be dispensed with if all the stockholders who would have been entitled to vote upon the action if such meeting were held shall consent in writing to such corporate action being taken; or on the written consent of the holders of shares of the corporation’s capital stock having not less than the minimum percentage of the vote required by statute for the proposed corporate action, and provided that prompt notice must be given to all stockholders of the taking of corporate action without a meeting and by less than unanimous written consent.

SECTION 2.09 Voting of Stock of Certain Holders. Shares of the corporation’s capital stock standing in the name of another corporation, domestic or foreign, may be voted by such officer, agent, or proxy as the bylaws of such corporation may prescribe, or in the absence of such provision, as the Board of Directors of such corporation may determine. Shares standing in the name of a deceased person may be voted by the executor or administrator of such deceased person, either in person or by proxy. Shares standing in the name of a guardian, conservator, or trustee may be voted by such fiduciary, either in person or by proxy, but no such fiduciary shall be entitled to vote shares held in such fiduciary capacity without a transfer of such shares into the name of such fiduciary. Shares standing in the name of a receiver may be voted by such receiver. A stockholder whose shares are pledged shall be entitled to vote such shares, unless in the transfer by the pledgor on the books of the corporation, he has expressly empowered the pledgee to vote thereon, in which case only the pledgee, or his proxy, may represent the stock and vote thereon.

SECTION 2.10 Treasury Stock. The corporation shall not vote, directly or indirectly, shares of its own capital stock owned by it; and such shares shall not be counted in determining the total number of outstanding shares of the corporation’s capital stock.

SECTION 2.11 Fixing Record Date. The Board of Directors may fix in advance a date, which shall not be more than 60 days nor less than 10 days preceding the date of any meeting of stockholders, nor more than 60 days preceding the date for payment of any dividend or distribution, or the date for the allotment of rights, or the date when any change, or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining a consent, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend or distribution, or to receive any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent, and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed, shall be entitled to such notice of, and to vote at, any such meeting and any adjournment thereof, or to receive payment of such dividend or distribution, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any such record date fixed as aforesaid.

-3-

ARTICLE III

BOARD OF DIRECTORS

SECTION 3.01 Powers. The business and affairs of the corporation shall be managed by its Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these bylaws directed or required to be exercised or done by the stockholders.

SECTION 3.02 Number, Election and Term. The number of directors that shall constitute the whole Board of Directors shall be not less than one. Such number of directors shall from time to time be fixed and determined by the directors and shall be set forth in the notice of any meeting of stockholders held for the purpose of electing directors. The directors shall be elected at the annual meeting of stockholders, except as provided in SECTION 3.03, and each director elected shall hold office until his successor shall be elected and shall qualify. Directors need not be residents of Delaware or stockholders of the corporation.

SECTION 3.03 Vacancies, Additional Directors, and Removal From Office. If any vacancy occurs in the Board of Directors caused by death, resignation, retirement, disqualification, or removal from office of any director, or otherwise, or if any new directorship is created by an increase in the authorized number of directors, a majority of the directors then in office, though less than a quorum, or a sole remaining director, may choose a successor or fill the newly created directorship; and a director so chosen shall hold office until the next election and until his successor shall be duly elected and shall qualify, unless sooner displaced. Any director may be removed either for or without cause at any special meeting of stockholders duly called and held for such purpose.

SECTION 3.04 Regular Meeting. A regular meeting of the Board of Directors shall be held each year, without notice other than this bylaw, at the place of, and immediately following, the annual meeting of stockholders; and other regular meetings of the Board of Directors shall be held each year, at such time and place as the Board of Directors may provide, by resolution, either within or without the State of Delaware, without other notice than such resolution.

SECTION 3.05 Special Meeting. A special meeting of the Board of Directors may be called by the Chairman of the Board of Directors or by the President of the corporation and shall be called by the Secretary on the written request of any two directors. The Chairman or President so calling, or the directors so requesting, any such meeting shall fix the time and any place, either within or without the State of Delaware, as the place for holding such meeting.

SECTION 3.06 Notice of Special Meeting. Written notice of special meetings of the Board of Directors shall be given to each director at least 48 hours prior to the time of such meeting. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any

-4-

special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, except that notice shall be given of any proposed amendment to the bylaws if it is to be adopted at any special meeting or with respect to any other matter where notice is required by statute.

SECTION 3.07 Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, by the Certificate of Incorporation or by these bylaws. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

SECTION 3.08 Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof as provided in ARTICLE IV of these bylaws, may be taken without a meeting, if a written consent thereto is signed by all members of the Board of Directors or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Directors or such committee.

SECTION 3.09 Compensation. Directors, as such, shall not be entitled to any stated salary for their services unless voted by the stockholders or the Board of Directors; but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors or any meeting of a committee of directors. No provision of these bylaws shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

ARTICLE IV

COMMITTEE OF DIRECTORS

SECTION 4.01 Designation, Powers and Name. The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate one or more committees, including, if they shall so determine, an Executive Committee, each such committee to consist of two or more of the directors of the corporation. The committee shall have and may exercise such of the powers of the Board of Directors in the management of the business and affairs of the corporation as may be provided in such resolution. The committee may authorize the seal of the corporation to be affixed to all papers that may require it. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Such committee or

-5-

committees shall have such name or names and such limitations of authority as may be determined from time to time by resolution adopted by the Board of Directors.

SECTION 4.02 Minutes. Each committee of directors shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.

SECTION 4.03 Compensation. Members of special or standing committees may be allowed compensation for attending committee meetings, if the Board of Directors shall so determine.

ARTICLE V

NOTICE

SECTION 5.01 Methods of Giving Notice. Whenever under the provisions of applicable statutes, the Certificate of Incorporation or these bylaws, notice is required to be given to any director, member of any committee, or stockholder, such notice shall be in writing and delivered personally or mailed to such director, member, or stockholder; provided that in the case of a director or a member of any committee such notice may be given orally or by telephone or telegram. If mailed, notice to a director, member of a committee, or stockholder shall be deemed to be given when deposited in the United States mail first class in a sealed envelope, with postage thereon prepaid, addressed, in the case of a stockholder, to the stockholder at the stockholder’s address as it appears on the records of the corporation or, in the case of a director or a member of a committee, to such person at his business address. If sent by telegraph, notice to a director or member of a committee shall be deemed to be given when the telegram, so addressed, is delivered to the telegraph company.

SECTION 5.02 Written Waiver. Whenever any notice is required to be given under the provisions of an applicable statute, the Certificate of Incorporation, or these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

ARTICLE VI

OFFICERS

SECTION 6.01 Officers. The officers of the corporation shall be a Chairman of the Board, a President, one or more Vice Presidents, any one or more of which may be designated Executive Vice President or Senior Vice President, a Secretary and a Treasurer. The Board of Directors may appoint such other officers and agents, including Assistant Vice Presidents, Assistant Secretaries, and Assistant Treasurers, in each case as the Board of Directors shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined by the Board. Any two or more offices may be held by the same person. The Chairman of the Board shall be elected from among the directors. With the foregoing exceptions, none of the other officers need be a director, and none of the officers need be a stockholder of the corporation.

-6-

SECTION 6.02 Election and Term of Office. The officers of the corporation shall be elected annually by the Board of Directors at its first regular meeting held after the annual meeting of stockholders or as soon thereafter as conveniently possible. Each officer shall hold office until his successor shall have been chosen and shall have qualified or until his death or the effective date of his resignation or removal, or until he shall cease to be a director in the case of the Chairman.

SECTION 6.03 Removal and Resignation. Any officer or agent elected or appointed by the Board of Directors may be removed without cause by the affirmative vote of a majority of the Board of Directors whenever, in its judgment, the best interests of the corporation shall be served thereby, but such removal shall be without prejudice to the contractual rights, if any, of the person so removed. Any officer may resign at any time by giving written notice to the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

SECTION 6.04 Vacancies. Any vacancy occurring in any office of the corporation by death, resignation, removal, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

SECTION 6.05 Salaries. The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors or pursuant to its direction; and no officer shall be prevented from receiving such salary by reason of his also being a director.

SECTION 6.06 Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors or of the stockholders of the corporation. The Chairman shall formulate and submit to the Board of Directors or the Executive Committee matters of general policy for the corporation and shall perform such other duties as usually appertain to the office or as may be prescribed by the Board of Directors or the Executive Committee.

SECTION 6.07 President. The President shall be the chief executive officer of the corporation and, subject to the control of the Board of Directors, shall in general supervise and control the business and affairs of the corporation. In the absence of the Chairman of the Board, the President shall preside at all meetings of the Board of Directors and of the stockholders. He may also preside at any such meeting attended by the Chairman if he is so designated by the Chairman. He shall have the power to appoint and remove subordinate officers, agents and employees, except those elected or appointed by the Board of Directors. The President shall keep the Board of Directors and the Executive Committee fully informed and shall consult them concerning the business of the corporation. He may sign with the Secretary or any other officer of the corporation thereunto authorized by the Board of Directors, certificates for shares of the corporation and any deeds, bonds, mortgages, contracts, checks, notes, drafts, or other instruments that the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof has been expressly delegated by these bylaws or by the Board of Directors to some other officer or agent of the corporation, or shall be required by law to be otherwise executed. He shall vote, or give a proxy to any other officer of the corporation to vote, all shares of stock of any other corporation standing in the name of the corporation and in

-7-

general he shall perform all other duties normally incident to the office of President and such other duties as may be prescribed by the stockholders, the Board of Directors, or the Executive Committee from time to time.

SECTION 6.08 Vice Presidents. In the absence of the President, or in the event of his inability or refusal to act, the Executive Vice President (or in the event there shall be no Vice President designated Executive Vice President, any Vice President designated by the Board) shall perform the duties and exercise the powers of the President. Any Vice President may sign, with the Secretary or Assistant Secretary, certificates for shares of the corporation. The Vice Presidents shall perform such other duties as from time to time may be assigned to them by the President, the Board of Directors or the Executive Committee.

SECTION 6.09 Secretary. The Secretary shall (a) keep the minutes of the meetings of the stockholders, the Board of Directors and committees of directors; (b) see that all notices are duly given in accordance with the provisions of these bylaws and as required by law; (c) be custodian of the corporate records and of the seal of the corporation, and see that the seal of the corporation or a facsimile thereof is affixed to all certificates for shares prior to the issue thereof and to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these bylaws; (d) keep or cause to be kept a register of the post office address of each stockholder which shall be furnished by such stockholder; (e) sign with the President, or an Executive Vice President or Vice President, certificates for shares of the corporation, the issue of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the corporation; and (g) in general, perform all duties normally incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President, the Board of Directors or the Executive Committee.

SECTION 6.10 Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for moneys due and payable to the corporation from any source whatsoever and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of SECTION 7.03 of these bylaws; (c) prepare, or cause to be prepared, for submission at each regular meeting of the Board of Directors, at each annual meeting of the stockholders, and at such other times as may be required by the Board of Directors, the President or the Executive Committee, a statement of financial condition of the corporation in such detail as may be required; and (d) in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President, the Board of Directors or the Executive Committee.

SECTION 6.11 Assistant Secretary and Treasurer. The Assistant Secretaries and Assistant Treasurers shall, in general, perform such duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the President, the Board of Directors, or the Executive Committee. The Assistant Secretaries and Assistant Treasurers shall, in the absence of the Secretary or Treasurer, respectively, perform all functions and duties which such absent

-8-

officers may delegate, but such delegation shall not relieve the absent officer from the responsibilities and liabilities of his office. The Assistant Secretaries may sign, with the President or a Vice President, certificates for shares of the corporation, the issue of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers shall respectively; if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine.

ARTICLE VII

CONTRACTS, CHECKS AND DEPOSITS

SECTION 7.01 Contracts. Subject to the provisions of SECTION 6.01, the Board of Directors may authorize any officer, officers, agent, or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

SECTION 7.02 Checks. All checks, demands, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers or such agent or agents of the corporation, and in such manner, as shall be determined by the Board of Directors.

SECTION 7.03 Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

ARTICLE VIII

CERTIFICATES OF STOCK

SECTION 8.01 Issuance. Each stockholder of this corporation shall be entitled to a certificate or certificates showing the number of shares of capital stock registered in his name on the books of the corporation. The certificates shall be in such form as may be determined by the Board of Directors, shall be issued in numerical order and shall be entered in the books of the corporation as they are issued. They shall exhibit the holder’s name and number of shares and shall be signed by the President or a Vice President and by the Secretary or an Assistant Secretary. If any certificate is countersigned (1) by a transfer agent other than the corporation or any employee of the corporation, or (2) by a registrar other than the corporation or any employee of the corporation, any other signature on the certificate may be a facsimile. If the corporation shall be authorized to issue more than one class of stock or more than one series of any class, the designations, preferences, and relative participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences and rights shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to represent such class of stock; provided that, except as otherwise provided by statute, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate which the corporation shall issue to represent such class or series of stock, a statement that the corporation will furnish to each stockholder who so requests the

-9-

designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences and rights. All certificates surrendered to the corporation for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled, except that in the case of a lost, stolen, destroyed, or mutilated certificate a new one may be issued therefor upon such terms and with such indemnity, if any, to the corporation as the Board of Directors may prescribe. Certificates shall not be issued representing fractional shares of stock.

SECTION 8.02 Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require (1) the owner of such lost, stolen, or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require, (2) such owner to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate or certificates alleged to have been lost, stolen, or destroyed, or (3) both.

SECTION 8.03 Transfers. Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books. Transfers of shares shall be made only on the books of the corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney and filed with the Secretary of the corporation or the Transfer Agent.

SECTION 8.04 Registered Stockholders. The corporation shall be entitled to treat the holder of record of any share or shares of the corporation’s capital stock as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

ARTICLE IX

DIVIDENDS

SECTION 9.01 Declaration. Dividends with respect to the shares of the corporation’s capital stock, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to applicable law. Dividends may be paid in cash, in property, or in shares of capital stock, subject to the provisions of the Certificate of Incorporation.

-10-

SECTION 9.02 Reserve. Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the Board of Directors shall think conducive to the interest of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE X

INDEMNIFICATION

SECTION 10.01 Third Party Actions. The corporation shall indemnify any director or officer of the corporation, and may indemnify any other person, who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

SECTION 10.02 Actions by or in the Right of the Corporation. The corporation shall indemnify any director or officer and may indemnify any other person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and

-11-

reasonably entitled to indemnity for such expenses as the Court of Chancery or such other court shall deem proper.

SECTION 10.03 Mandatory Indemnification. To the extent that a director, officer, employee, or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 10.01 and 10.02, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses (including attorneys^’ fees) actually and reasonably incurred by him in connection therewith.

SECTION 10.04 Determination of Conduct. The determination that a director, officer, employee, or agent has met the applicable standard of conduct set forth in Sections 10.01 and 10.02 (unless indemnification is ordered by a court) shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding, or (2) if such quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders.

SECTION 10.05 Payment of Expenses in Advance. Expenses incurred in defending a civil or criminal action, suit, or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee, or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this ARTICLE X.

SECTION 10.06 Indemnity Not Exclusive. The indemnification and advancement of expenses provided or granted hereunder shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Certificate of Incorporation, any other bylaw, agreement, vote of stockholders, or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

SECTION 10.07 Definitions. For purposes of this ARTICLE X:

(a) “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger that, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee, or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall stand in the same position under this ARTICLE X with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued;

(b) “other enterprises” shall include employee benefit plans;

-12-

(c) “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan;

(d) “serving at the request of the corporation” shall include any service as a director, officer, employee, or agent of the corporation that imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and

(e) a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this ARTICLE X.

SECTION 10.08 Continuation of Indemnity. The indemnification and advancement of expenses provided or granted hereunder shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.

ARTICLE XI

MISCELLANEOUS

SECTION 11.01 Seal. The corporate seal, if one is authorized by the Board of Directors, shall have inscribed thereon the name of the corporation, and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced.

SECTION 11.02 Books. The books of the corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at the offices of the corporation, or at such other place or places as may be designated from time to time by the Board of Directors.

ARTICLE XII

AMENDMENT

These bylaws may be altered, amended, or repealed by a majority of the number of directors then constituting the Board of Directors at any regular meeting of the Board of Directors without prior notice, or at any special meeting of the Board of Directors if notice of such alteration, amendment, or repeal be contained in the notice of such special meeting.

-13-

EX-12

Exhibit 12

Statement of Computation of Ratio of Earnings to Fixed Charges

	Year ended December 31,															Nine months ended September 30,
	1999			2000			2001			2002			2003			2003			2004
	(Amounts in thousands)          Restated															Restated
Earnings:
Income (loss) before income taxes and minority interest	$	32,304		$	411		$	(4,639	)	$	11,268		$	(1,496	)	$	5,425		$	5,282
(Less)/Add: Equity (earnings) losses		(2,265	)		(3,060	)		(3,131	)		(2,403	)		(789	)		(847	)		135
Add: Dividends		450			750			1,054			2,828			150			—			—
Sub-total:		30,489			(1,899	)		6,716			11,693			(2,135	)		4,578			5,417
Add: Total fixed charges (per below)		14,911			19,954			12,581			11,255			17,945			10,956			21,619
Less: Interest capitalized		520			1,067			336			212			152			122			143
Total Earnings		44,880			16,988			5,529			22,736			15,658			15,412			26,893
Fixed Charges:
Interest expense, including interest capitalized		13,535			18,557			11,374			9,939			15,958			9,641			20,091
Portion of rental expense representative of the interest factor		1,376			1,397			1,207			1,316			1,987			1,315			1,528
Total fixed charges		14,911			19,954			12,581			11,255			17,945			10,956			21,619
Ratio of Earnings to Fixed Charges		3.0			(a	)		(a	)		2.0			(a	)		1.4			1.2

(a) For fiscal 2000, 2001 and 2003, earnings were insufficient to cover fixed charges by approximately $2,966, $7,052 and $2,287, respectively.

EX-21

Exhibit 21

Subsidiaries of Aleris International, Inc. as of             , 200    

Wholly owned unless otherwise indicated as of March 1, 2003.

1.	Alchem Aluminum, Inc., a Delaware corporation
2.	Alchem Aluminum Shelbyville Inc., a Delaware corporation
3.	Dutch Aluminum C.V., a Netherlands limited partnership
4.	Gulf Reduction Corporation, a Delaware corporation
5.	IMCO Brazil Holding Ltda., a Brazilian limited liability company
6.	IMCO Energy Corp., a Delaware corporation
7.	IMCO Funding Corporation, a Delaware corporation
8.	IMCO Indiana Partnership L.P., an Indiana limited partnership
9.	IMCO International, Inc., a Delaware corporation
10.	IMCO Investment Company, a Delaware corporation
11.	IMCO Management Partnership L.P., a Texas limited partnership
12.	IMCO Operations Services Company, a Delaware corporation
13.	IMCO Reciclagem de Materiais Indústria e Comércio Ltda., a Brazilian limited liability company
14.	IMCO Reciclaje de Mexico, S. de R.L. de C.V., a Mexican limited liability company
15.	IMCO Reciclaje de Nuevo Leon, S. de R.L. de C.V., a Mexican limited liability company
16.	IMCO Reciclaje Servicios Administrativos, S. de R.L. de C.V., a Mexican limited liability company
17.	IMCO Reciclaje Servicios de Manufactura, S. de R.L. de C.V., a Mexican limited liability company
18.	IMCO Recycling of California, Inc., a Delaware corporation

-1-

19.	IMCO Recycling Holding B.V., a Netherlands limited liability company
20.	IMCO Recycling of Idaho Inc., a Delaware corporation
21.	IMCO Recycling of Illinois Inc., an Illinois corporation
22.	IMCO Recycling of Indiana Inc., a Delaware corporation
23.	IMCO Recycling of Michigan L.L.C., a Delaware limited liability company
24.	IMCO Recycling of Ohio Inc., a Delaware corporation
25.	IMCO Recycling of Utah Inc., a Delaware corporation
26.	IMCO Recycling Services Company, a Delaware corporation
27.	IMCO Recycling (UK) Ltd., a private company limited by shares and organized under the laws of England
28.	IMSAMET, Inc., a Delaware corporation
29.	Imsamet of Arizona, an Arizona partnership (70%)
30.	Indiana Aluminum Inc., an Indiana corporation
31.	Interamerican Zinc, Inc., a Delaware corporation
32.	MetalChem Handel GmbH, a German limited liability company
33.	MetalChem, Inc., a Pennsylvania corporation
34.	Midwest Zinc Corporation, a Delaware corporation
35.	Pittsburg Aluminum, Inc., a Kansas corporation
36.	Rock Creek Aluminum, Inc., an Ohio corporation
37.	Solar Aluminum Technology Services, a Utah partnership (50%)
38.	U.S. Zinc Corporation, a Delaware corporation
39.	U.S. Zinc Export Corporation, a Texas corporation

-2-

40.	VAW-IMCO Guß und Recycling GmbH, a German limited liability company
41.	Western Zinc Corporation, a California corporation
42.	Commonwealth Industries, Inc.
43.	CA Lewisport, LLC
44.	CI Holdings, LLC
45.	Commonwealth Aluminum, LLC
46.	Commonwealth Aluminum Concast, Inc.
47.	Commonwealth Aluminum Lewisport, LLC
48.	Commonwealth Aluminum Metals, LLC
49.	Commonwealth Aluminum Sales Corporation
50.	Commonwealth Aluminum Tube Enterprises, LLC
51.	Commonwealth Financing Corp.

-3-

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-4) and related Prospectus of Aleris International, Inc. for the registration of $125,000,000 of 9% Senior Notes due 2014 and to the incorporation by reference therein of our report dated March 5, 2004 (except for “Revisions and Reclassifications” in Note A, as to which the date is October 20, 2004) with respect to the consolidated financial statements of IMCO Recycling Inc., as amended, included in its Annual Report (Form 10-K/A) for the year ended December 31, 2003, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Dallas, Texas

February 1, 2005

EX-23.2

Exhibit No. 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of Aleris International Inc. of our report dated March 10, 2004 except as to Note 21, which is as of July 30, 2004, relating to the financial statements, which appears in Commonwealth Industries, Inc. and subsidiaries Current Report on Form 8-K/A dated October 21, 2004. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PRICEWATERHOUSECOOPERS LLP

Louisville, Kentucky

February 3, 2005