RECITALS --------Registration Rights Agreement • March 27th, 2000 • Imco Recycling Inc • Secondary smelting & refining of nonferrous metals • Texas
AND JPMORGAN CHASE BANK, AS TRUSTEEIndenture • October 7th, 2003 • Imco Recycling Inc • Secondary smelting & refining of nonferrous metals • New York
1- EXHIBIT 2.1 AGREEMENT betweenAgreement • March 31st, 2003 • Imco Recycling Inc • Secondary smelting & refining of nonferrous metals
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT This Amendment No. 1 to the Stock Purchase Agreement, dated November 26, 1996 (the "Stock Purchase Agreement"), by and among IMCO Recycling Inc., a Delaware corporation ("Purchaser"), IMSAMET, Inc., a...Stock Purchase Agreement • February 4th, 1997 • Imco Recycling Inc • Secondary smelting & refining of nonferrous metals
RECITALSCredit Agreement • November 14th, 2001 • Imco Recycling Inc • Secondary smelting & refining of nonferrous metals • Texas
RECITALS:Credit Agreement • March 27th, 2000 • Imco Recycling Inc • Secondary smelting & refining of nonferrous metals
EXHIBIT 3.31 AMENDMENT TO OPERATING AGREEMENT THIS AMENDMENT TO OPERATING AGREEMENT (the "Amendment"), dated as of November 14, 1996, is entered into by and among IMCO Recycling Inc., a Delaware corporation, and Alchem Aluminum, Inc., an Indiana...Operating Agreement • January 23rd, 2004 • Imco Recycling Inc • Secondary smelting & refining of nonferrous metals • Delaware
WITNESSEmployment Agreement • March 23rd, 2001 • Imco Recycling Inc • Secondary smelting & refining of nonferrous metals • Texas
andAleris International, Inc. • May 24th, 2006 • Secondary smelting & refining of nonferrous metals
RECITALSCredit Agreement • November 14th, 2000 • Imco Recycling Inc • Secondary smelting & refining of nonferrous metals • Texas
SECURITY AGREEMENTSecurity Agreement • February 4th, 1997 • Imco Recycling Inc • Secondary smelting & refining of nonferrous metals • New York
2 3 (i) during the period commencing 60 days prior to the Company's estimated filing date of, and ending on a date 90 days after the effective date of, a registration statement filed by the Company relating to an Underwritten Public Offering for which...Registration Rights Agreement • November 19th, 1997 • Imco Recycling Inc • Secondary smelting & refining of nonferrous metals • Texas
Exhibit 10.2 RECEIVABLES PURCHASE AGREEMENT dated as of November 2, 2000Receivables Purchase Agreement • November 14th, 2000 • Imco Recycling Inc • Secondary smelting & refining of nonferrous metals • New York
AGREEMENT OF LIMITED PARTNERSHIP OF IMCO MANAGEMENT PARTNERSHIP L.P.Imco Recycling Inc • January 23rd, 2004 • Secondary smelting & refining of nonferrous metals • Texas
BETWEENSupply Agreement • March 9th, 1998 • Imco Recycling Inc • Secondary smelting & refining of nonferrous metals • Ohio
AGREEMENT AND PLAN OF MERGER BY AND AMONG IMCO RECYCLING INC., IMCO RECYCLING OF ILLINOIS INC., ALUMAR ASSOCIATES, INC.Agreement and Plan of Merger • October 17th, 1995 • Imco Recycling Inc • Secondary smelting & refining of nonferrous metals • Delaware
EXHIBIT 10.2Registration Rights Agreement • October 7th, 2003 • Imco Recycling Inc • Secondary smelting & refining of nonferrous metals • New York
EXHIBIT 10.21 IMCO RECYCLING INC. RESTRICTED STOCK AWARD AGREEMENT 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...Restricted Stock Award Agreement • March 23rd, 2001 • Imco Recycling Inc • Secondary smelting & refining of nonferrous metals
IMCO RECYCLING INC. as Borrower andImco Recycling Inc • November 12th, 1999 • Secondary smelting & refining of nonferrous metals • Texas
WITNESSEmployment Agreement • March 23rd, 2001 • Imco Recycling Inc • Secondary smelting & refining of nonferrous metals • Texas
IMCO RECYCLING INC., as Borrower andCredit Agreement • November 13th, 1997 • Imco Recycling Inc • Secondary smelting & refining of nonferrous metals • New York
October 2, 2003 J.P. Morgan Securities Inc. As Representative of the several Initial Purchasers listed in Schedule 1 hereto c/o J.P. Morgan Securities Inc. 270 Park Avenue New York, New York 10017 Ladies and Gentlemen: IMCO Recycling Inc., a Delaware...Imco Recycling Inc • October 7th, 2003 • Secondary smelting & refining of nonferrous metals • New York
andAleris International, Inc. • May 24th, 2006 • Secondary smelting & refining of nonferrous metals
EXHIBIT 2.3 AMENDMENT NO. 1 TO MEMORANDUM OF PURCHASE AND SALE AGREEMENT This Amendment No. 1 to the Memorandum of Purchase and Sale Agreement, dated July 21, 1998 (the "Agreement"), by and among IMCO Recycling Inc., a Delaware corporation ("Buyer"),...Sale Agreement • October 5th, 1998 • Imco Recycling Inc • Secondary smelting & refining of nonferrous metals
RECITALSRegistration Rights Agreement • October 17th, 1995 • Imco Recycling Inc • Secondary smelting & refining of nonferrous metals • Texas
RECITALSCredit Agreement • May 15th, 2002 • Imco Recycling Inc • Secondary smelting & refining of nonferrous metals • Texas
WITNESSEmployment Agreement • March 23rd, 2001 • Imco Recycling Inc • Secondary smelting & refining of nonferrous metals • Texas
1 EXHIBIT 10.3 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 19th, 1997 • Imco Recycling Inc • Secondary smelting & refining of nonferrous metals • Delaware
ANDSecurity Agreement • October 7th, 2003 • Imco Recycling Inc • Secondary smelting & refining of nonferrous metals • Pennsylvania
EXHIBIT 10.11 PROCESSING AGREEMENT by and between Aluminum Company of America (Rigid Packaging Division)Processing Agreement • March 25th, 1999 • Imco Recycling Inc • Secondary smelting & refining of nonferrous metals • Texas
REGISTRATION RIGHTS AGREEMENT Dated as of September 11, 2007 Among ALERIS INTERNATIONAL, INC. and THE GUARANTORS NAMED HEREIN as Issuers, and DEUTSCHE BANK SECURITIES INC., as Initial Purchaser $105,379,000 9% Senior Notes due 2014Registration Rights Agreement • November 13th, 2007 • Aleris International, Inc. • Secondary smelting & refining of nonferrous metals • New York
This Agreement is entered into in connection with the Purchase Agreement, dated as of September 11, 2007 (the “Purchase Agreement”), by and among the Company and the Initial Purchaser, which provides for, among other things, the sale by the Company to the Initial Purchaser of $105,379,000 aggregate principal amount of the Company’s 9% Senior Notes due 2014 (the “Notes”). The Notes are issued under an indenture, dated as of the date hereof (as amended or supplemented from time to time, the “Indenture”), among the Company, the Guarantors and LaSalle Bank National Association, as Trustee. Pursuant to the Purchase Agreement and the Indenture, each Guarantor is required to guarantee on an unsecured senior basis (collectively, the “Guarantees”) the Company’s obligations under the Notes. References to the “Securities” shall mean, collectively, the Notes and, when issued, the Guarantees. In order to induce the Initial Purchaser to enter into the Purchase Agreement, the Issuers have agreed to p
REGISTRATION RIGHTS AGREEMENT Dated as of November 4, 2004 Among IMCO RECYCLING INC. and THE GUARANTORS NAMED HEREIN as Issuers, and DEUTSCHE BANK SECURITIES INC., CITIGROUP GLOBAL MARKETS INC., PNC CAPITAL MARKETS, INC., MCDONALD INVESTMENTS INC.,...Registration Rights Agreement • November 8th, 2004 • Imco Recycling Inc • Secondary smelting & refining of nonferrous metals • New York
This Agreement is entered into in connection with the Purchase Agreement by and among IMCO RECYCLING ESCROW INC., a Delaware corporation (the “Company”), IMCO and the Initial Purchasers, dated as of October 29, 2004 (the “Purchase Agreement”), which provides for, among other things, the sale by the Company to the Initial Purchasers of $125,000,000 aggregate principal amount of the Company’s 9% Senior Notes due 2014 (the “Notes”) guaranteed on an unsecured senior basis by the Guarantors (the “Guarantees”). The Notes are being sold in connection with the consummation of the merger (the “Merger”) of Silver Fox Acquisition Company, an indirect wholly owned subsidiary of the Company (“Merger Sub”), with and into Commonwealth Industries, Inc., a Delaware corporation (“Commonwealth”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) by and among IMCO, Merger Sub and Commonwealth dated as of June 16, 2004. In connection with the consummation of the Merger, the Company will
CREDIT AGREEMENTCredit Agreement • February 4th, 1997 • Imco Recycling Inc • Secondary smelting & refining of nonferrous metals • New York
WITNESSETH:Dollar Life Insurance Agreement • March 25th, 1999 • Imco Recycling Inc • Secondary smelting & refining of nonferrous metals • Texas
AGREEMENT OF LIMITED PARTNERSHIP OF IMCO INDIANA PARTNERSHIP L.P. BY AND BETWEENImco Recycling Inc • January 23rd, 2004 • Secondary smelting & refining of nonferrous metals
