COMMONWEALTH INDUSTRIES INC/DE/
EXHIBIT 10.1 FOR FIRST QUARTER 10-Q 2004
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>jb10q12004ex101.txt
<DESCRIPTION>EXHIBIT 10.1 FOR FIRST QUARTER 10-Q 2004
<TEXT>

                     NINTH AMENDMENT TO RECEIVABLES PURCHASE
                                    AGREEMENT


         THIS NINTH AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT, dated as of
May 3, 2004 this "Amendment"), is entered into among COMMONWEALTH
FINANCING CORP., a Delaware corporation (the "Seller"), COMMONWEALTH INDUSTRIES,
INC., a Delaware corporation ("Commonwealth"), MARKET STREET FUNDING
CORPORATION, a Delaware corporation (the "Issuer"), and PNC BANK, NATIONAL
ASSOCIATION, as Administrator (the "Administrator").

                                    RECITALS

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

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

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

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

         2. Amendment to Agreement. The definition of "Purchase Limit" as set
forth in Exhibit I of the Agreement is hereby amended by replacing the number
"$80,000,000" with the number "$100,000,000".

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

         4. Effectiveness. This Amendment shall become effective as of the date
hereof upon (i) receipt by the Administrator of counterparts of this Amendment
(whether by facsimile or otherwise) executed by each of the other parties
hereto, in form and substance satisfactory to the Administrator in its sole
discretion and (ii) receipt by the Administrator for the account of the Issuer
of an amendment fee payable on the date hereof in an amount equal to $20,000.

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

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

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

                          (continued on following page)

<PAGE>

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

                          COMMONWEALTH FINANCING CORP.


                 By:   _______________________________________________________
                 Name: _______________________________________________________
                 Title: ______________________________________________________



                          COMMONWEALTH INDUSTRIES, INC.


                 By:   _______________________________________________________
                 Name: _______________________________________________________
                 Title: ______________________________________________________

<PAGE>

                          MARKET STREET FUNDING CORPORATION,
                              as Issuer


                 By:   _______________________________________________________
                 Name: _______________________________________________________
                 Title: ______________________________________________________


                         PNC BANK, NATIONAL ASSOCIATION,
                              as Administrator


                 By:   _______________________________________________________
                 Name: _______________________________________________________
                 Title: ______________________________________________________


</TEXT>
</DOCUMENT>
