0001193125-03-037974 Sample Contracts

IMCO RECYCLING INC. AMENDED AND RESTATED PAUL V. DUFOUR
Restricted Stock Award Agreement • August 14th, 2003 • 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 May 8, 2003, by and between Paul V. Dufour (the “Executive”) and IMCO Recycling Inc., a Delaware corporation (“IMCO”).

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May 9, 2003 Mr. Don V. Ingram Dallas, Texas Re: Amendment No. 2 to Employment Agreement. Dear Mr. Ingram:
Imco Recycling Inc • August 14th, 2003 • 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, as amended by that certain Amendment thereto dated December 18, 2001 (together, the “Agreement”). Capitalized terms not defined in this amendment (the “Amendment”) shall have the respective meanings assigned to those terms in the Agreement. The parties hereto desire to further amend the terms and conditions of the Agreement as follows:

SIXTH AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • August 14th, 2003 • Imco Recycling Inc • Secondary smelting & refining of nonferrous metals • Texas

THIS SIXTH AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT (the “Amendment”) dated as of June 30, 2003, is executed by and among IMCO Recycling Inc., a Delaware corporation (“Borrower”), the Subsidiary Guarantors party to the Credit Agreement (hereinafter defined), the Lenders party to the Credit Agreement and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank, successor by merger to Chase Bank of Texas, National Association) in its capacity as Administrative Agent under the Credit Agreement (in such capacity, “Administrative Agent”).

IMCO RECYCLING INC. AWARD AGREEMENT PAUL V. DUFOUR
Award Agreement • August 14th, 2003 • 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 Paul V. Dufour (the “Executive”) and IMCO Recycling Inc., a Delaware corporation (“IMCO”).

May 9, 2003 Mr. Paul V. Dufour Irving, Texas 75038 Re: Amendment No. 2 to Employment Agreement.
Imco Recycling Inc • August 14th, 2003 • 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, as amended by that certain Amendment thereto dated December 18, 2001 (together, the “Agreement”). Capitalized terms not defined in this amendment (the “Amendment”) shall have the respective meanings assigned to those terms in the Agreement. The parties hereto desire to further amend the terms and conditions of the Agreement as follows:

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