0000930661-02-003930 Sample Contracts

IMCO RECYCLING INC. AMENDED AND RESTATED DON V. INGRAM
Restricted Stock Award Agreement • November 13th, 2002 • Imco Recycling Inc • Secondary smelting & refining of nonferrous metals

This AMENDED AND RESTATED RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”), originally entered into effective as of the Date of Grant, is amended and restated effective as of October 16, 2002, by and between Don V. Ingram (the “Executive”) and IMCO Recycling Inc., a Delaware corporation (“IMCO”).

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Mr. Don V. Ingram Dallas, Texas Re: Amendment to Employment Agreement dated September 1, 2000.
Imco Recycling Inc • November 13th, 2002 • Secondary smelting & refining of nonferrous metals

Please refer to the Employment Agreement dated September 1, 2000 among IMCO Recycling Inc., IMCO Management Partnership L.P. and you. Capitalized terms not defined in this amendment (the “Amendment”) shall have the respective meanings assigned to those terms in the Employment Agreement. The parties hereto desire to amend the terms and conditions of the Employment Agreement as follows:

AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • November 13th, 2002 • Imco Recycling Inc • Secondary smelting & refining of nonferrous metals • New York

AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENT, dated October 31, 2002 (this “Amendment”), is entered into by and among IMCO FUNDING CORPORATION, a Delaware corporation, as the seller (the “Seller”), IMCO RECYCLING INC., a Delaware corporation (“IMCO”), as initial servicer (in such capacity, together with its successors and permitted assigns in such capacity, the “Servicer”), MARKET STREET FUNDING CORPORATION, a Delaware corporation (together with its successors and permitted assigns, the “Issuer”), and PNC BANK, NATIONAL ASSOCIATION, a national banking association (“PNC”), as administrator (in such capacity, together with its successors and assigns in such capacity, the “Administrator”).

IMCO RECYCLING INC. AWARD AGREEMENT DON V. INGRAM
Restricted Stock • November 13th, 2002 • Imco Recycling Inc • Secondary smelting & refining of nonferrous metals

This RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is entered into effective as of the Date of Grant by and between Don V. Ingram (the “Executive”) and IMCO Recycling Inc., a Delaware corporation (“IMCO”).

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