FIRST AMENDMENT TO STOCKHOLDER PROTECTION RIGHTS AGREEMENTProtection Rights Agreement • June 24th, 2004 • Commonwealth Industries Inc/De/ • Rolling drawing & extruding of nonferrous metals
WHEREAS, the Board of Directors of the Company has approved an Agreement and Plan of Merger (the “Merger Agreement”), dated as of June 16, 2004, by and among IMCO Recycling Inc., a Delaware corporation (“IMCO”), Silver Fox Acquisition Company, a Delaware corporation and a wholly owned indirect subsidiary of IMCO (“Merger Sub”) and the Company, pursuant to which at the Effective Time (as such term is defined in the Merger Agreement), Merger Sub will be merged with and into the Company (the “Merger”), with the Company being, subject to the terms of the Merger Agreement, the surviving entity in accordance with the General Corporation Law of the State of Delaware (the “DGCL”) and surviving as a wholly owned indirect subsidiary of IMCO;
