ASSET PURCHASE AGREEMENT

1.1

Definitions . In this agreement:

1.1.1

“ Affiliate ” has the meaning ascribed to it in the Canada Business Corporations Act ;

1.1.2

“ Applicable Law ” means any domestic or foreign, national, federal, state, provincial, county, local, municipal or regional statute, law, ordinance, rule, regulation, restriction, regulatory policy or guideline, by-law (zoning or otherwise), as well as any Permit, Order or rule (in each case having the force of law);

1.1.3

“ Associated Customers ” means the customers listed in Schedule 1.1.3 annexed hereto;

1.1.4

“ Associated Products ” means the products listed in Schedule 1.1.3 annexed hereto;

1.1.5

“ Building ” has the meaning ascribed to it in the Preamble hereof;

1.1.6

“ Closing ” has the meaning ascribed to it in Section 8.1 hereof;

1.1.7

“ Closing Date ” has the meaning ascribed to it in Section 8.1 hereof;

1.1.8

“ Contaminants ” means any toxic substance or waste, pollutant, contaminant, hazardous substance or waste, residual material, hazardous material, special waste, industrial substance or waste, petroleum-derived substance or waste, or any constituent of any of same as such terms are regulated under, or defined by, any Environmental Law;

1.1.9

“ Data Files ” has the meaning ascribed to it in Section 6.4 hereof;

1.1.10

“ Environment ” means surface waters, ground water, drinking water supply, land-surface, subsurface strata, air, both inside and outside of buildings and structures, and plant and animal life;

1.1.11

“ Environmental Law ” means any Applicable Law relating to the pollution or protection of the Environment;

1.1.12

“ Equipment ” means the production equipment, machinery, spare parts, tools and dies, office furniture and equipment that are physically available at the Montreal Plant on the Closing Date;

1.1.13

“ FTQ ” means Fonds de Solidarité des Travailleurs du Québec (F.T.Q.);

1.1.14

“ FTQ Payments ” has the meaning ascribed to it in Section 6.5 hereof;

1.1.15

“ Guarantee ” and “ Guarantees ” have the meaning ascribed to them in Section 6.5 hereof;

1.1.16

“ Governmental Body ” means (i) any domestic or foreign national, federal, provincial, state, county, local, municipal or regional government or body, (ii) any multinational, multilateral or international body, (iii) any subdivision, agency, commission, board, instrumentality or authority of any of the foregoing governments or bodies, (iv) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing governments or bodies, or (v) any domestic, foreign, international, multilateral or multinational judicial, quasi-judicial, arbitration or administrative court, tribunal, commission, board or panel;

1.1.17

“ Initial Guarantee ” has the meaning ascribed to it in Section 8.3.2 hereof;

1.1.18

“ Knowledge ” an individual will be deemed to have “Knowledge” of a particular fact or other matter if:

(i)

such individual is actually aware of such fact or other matter, or

(ii)

a prudent individual could be expected to discover or otherwise become aware of such fact or other matter in the course of conducting a reasonably comprehensive investigation concerning the existence of such fact or other matter.

1.1.19

“ Land ” has the meaning ascribed to it in the Preamble hereof;

1.1.20

“ Letter of Credit ” has the meaning ascribed to it in Section 6.5 hereof;

1.1.21

“ Liabilities ” has the meaning ascribed to it in Section 4.2 hereof;

1.1.22

“ Montreal Plant ” has the meaning ascribed to it in the Preamble hereof;

1.1.23

“Order ” means any order, judgment, injunction, decree, award or writ of any Governmental Body;

1.1.24

“ Parties ” means, collectively, the Vendor, the Purchaser, Wolverine and the Intervenor, and “ Party ” means any of them;

1.1.25

“ Permit ” means any license, permit, certificate, authorization, approval, right, privilege or consent issued, granted, conferred or otherwise created by a Governmental Body;

1.1.26

“ Person ” means an individual, firm, corporation, legal person, company, cooperative, partnership, joint venture, trust, unincorporated association, entity with juridical personality or Governmental Body;

1.1.27

“ Prime Rate ” means the annual interest rate quoted publicly by the Purchaser’s regular banker as the reference rate of interest used for determining the interest rate it charges on commercial demand loans made in Canadian dollars in Canada and commonly known as such bank's prime rate, as adjusted from time to time. If, however, the Purchaser does not have a regular banker at the applicable time, the Purchaser’s regular banker shall be deemed to be BMO Bank of Montreal;

1.1.28

“ Purchase Price ” has the meaning ascribed to it in Section 3.1 hereof;

1.1.29

“ Purchased Assets ” has the meaning ascribed to it in Section 2.2 hereof;

1.1.30

“ Related ” has the meaning ascribed to it in Section 4.3 hereof;

1.1.31

“ Release ” means any release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration into the Environment; and

1.1.32

“ Remedial Action ” means all actions, whether voluntary or involuntary, necessary to comply with applicable Environmental Law in order to (i) clean up, remove, treat, cover or in any other manner adjust Contaminants in the Environment or (ii) perform remedial studies, investigations, restoration and post-remedial studies, investigations or monitoring in, under, on or above the Montreal Plant or any property adjacent or in proximity thereto;

1.1.33

“ Software ” has the meaning ascribed to it in Section 6.4 hereof;

1.1.34

“ Wolverine Canada ” means Wolverine Tube (Canada) Inc., the predecessor in title to the Montreal Plant;

1.1.35

“ Wolverine LP ” has the meaning ascribed to it in Section 4.3.

2.1

Subject to and upon the terms and conditions of this agreement, the Vendor hereby undertakes to sell and the Purchaser hereby undertakes to purchase the Purchased Assets on the Closing Date.

2.2

As used in this agreement, “ Purchased Assets ” shall mean all right, title, benefit and interest in and to the Montreal Plant and the Equipment.

2.3

The Purchaser hereby declares that it has inspected the Purchased Assets, that it relies on its examination and investigation and that the Vendor shall not provide any legal or conventional warranties of whatsoever nature in respect of the Purchased Assets (except as provided in Section 5.1), the Purchaser acknowledging that the purchase is made on an “as is where is basis” and at its own risk and peril. The Purchaser hereby further acknowledges that the Vendor is not a professional seller within the meaning of Article 1729 of the Civil Code of Quebec .

2.4

Except as provided in Section 6.4 and for the avoidance of any doubt, in no event shall the Purchased Assets include any right or interest in Vendor’s trade name, trademark and intellectual property or that of Wolverine or any Person Related or Affiliated to Wolverine or the Vendor.

2.5

Without limiting the generality of Section 2.3, the Purchaser hereby confirms that it has received: (i) the draft reports entitled “Phase I environmental site assessment Wolverine Tube (Canada) Inc. Montreal-East, Quebec, April 2008 (Confidential)” and “Phase II environmental site assessment Wolverine Tube (Canada) Inc. Montreal-East, Québec, April 2008 (Confidential)”, each prepared by Golder Associates Ltd., and (ii) the following documents listed in Schedule 2.5 annexed hereto.

3.1

The aggregate purchase price payable for the purchase of the Purchased Assets (excluding applicable taxes, if any) is one Canadian dollar (CDN$1.00) (the “ Purchase Price ”).

3.2

The Purchase Price shall be paid and satisfied by the Purchaser on the Closing Date.

4.1

Except as otherwise provided for in this agreement, the Purchaser shall not assume, or in any way be liable or responsible for any Liabilities. Except as otherwise provided for in this agreement, the Vendor shall retain all Liabilities.

4.2

For the purposes of this agreement, the term “ Liabilities ” means all debts, adverse claims, liabilities and obligations, direct, indirect or contingent, including, without limitation, those arising under any law, or imposed by any court or any arbitrator of any kind, and those arising in connection with products sold by, or under contracts, agreements, leases, commitments or undertakings of, the Vendor or Wolverine Canada, whether incurred before or after the Closing.

4.3

The Purchaser hereby assumes to the complete exclusion and exoneration of each of the Vendor, Wolverine and Wolverine Tube Canada Limited Partnership (“ Wolverine LP ”) and its directors, officers, shareholders, partners, employees and any Person related (as that term is defined in the Income Tax Act (Canada)) (“ Related ”) or Affiliated to any of them (collectively the “ Wolverine Group ”), all obligations related to the Purchased Assets or the operations of a business being conducted with the Purchased Assets arising on or after the Closing.

4.4

In addition, the Purchaser hereby assumes to the complete exclusion and exoneration of each Person comprising the Wolverine Group, any and all liability, responsibility or obligation relating, directly or indirectly, to the state, quality or condition in, under, on, above or of the Purchased Assets and any property adjacent or in proximity to the Montreal Plant existing as of or prior to the Closing Date or thereafter, whether known or unknown, relating to the Environment. Such liability, responsibility or obligation hereby assumed by the Purchaser shall include, without limitation, any Remedial Action and any liability, responsibility or obligation resulting from any Release by the Vendor (or by any predecessor in title to the Montreal Plant) of Contaminants in, under, on or above the Montreal Plant or any property adjacent or in proximity thereto. Notwithstanding the foregoing, the Purchaser shall not assume any liability, responsibility or obligation under this Section 4.4 or any other provision contained in this agreement for bodily injury, sickness or death of any individual, including any former employee of Wolverine Canada, resulting from any Release by the Vendor (or by any predecessor in title to the Montreal Plant) prior to the Closing, of Contaminants in, under, on or above the Montreal Plant or any property adjacent or in proximity thereto.

4.5

For the avoidance of doubt, the Vendor hereby acknowledges and agrees that the Purchaser shall not be liable and shall not assume (unless the Purchaser expressly covenants to do so at its sole discretion) any liabilities for salary, bonus and other compensation and any liabilities under employee benefit plans of the Vendor or Wolverine Canada relating to any person employed in the Montreal Plant prior to the Closing.

5.1

The Vendor hereby represents and warrants to the Purchaser:

5.1.1

that it has the power, authority and capacity to sell the Purchased Assets to the Purchaser and has been duly authorized by all necessary corporate action to execute and deliver this agreement and the other ancillary agreements to be entered into by it on the Closing Date and it has obtained all consents necessary from all Persons whose consents may be required in order to sell the Purchased Assets to the Purchaser;

5.1.2

that it is the owner of the Equipment free and clear of any and all liens, claims, encumbrances, hypothecs, privileges or charges, save and except for the encumbrances registered in the Registre des droits personnels et réels mobiliers under numbers 01-0109251-0001 and 06-0738349-0001, which will be discharged by the Vendor after the Closing. The Equipment covered by the registrations in the Registre des droits personnels et réels mobiliers described above has been paid for in full;

5.1.3

that each of this agreement and other ancillary agreements to be entered into by the Vendor on the Closing Date constitute a valid and legally binding obligation of the Vendor, enforceable against the Vendor in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of the court;

5.1.4

that it is a resident of Canada for the purposes of the Income Tax Act (Canada) and the Taxation Act (Quebec); and

5.1.5

that Wolverine Canada has paid all amounts due according to law to the former employees of Wolverine Canada situated at the Montreal Plant. Accordingly, but without limiting the generality of Section 4.3 hereof, the Purchaser will be entirely responsible for all future severance pay that might be payable to any former employees of Wolverine Canada that might be hired by the Purchaser.

5.2

Wolverine hereby represents and warrants to the Purchaser:

5.2.1

that it has been duly authorized by all necessary corporate action to execute and deliver this agreement; and

5.2.2

that this agreement constitutes a valid and legally binding obligation of Wolverine, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of the court.

5.3

The Purchaser hereby represents and warrants to the Vendor and Wolverine:

5.3.1

that it has the power, authority and capacity to purchase the Purchased Assets from the Vendor and has been duly authorized by all necessary corporate action to execute and deliver this agreement and the other ancillary agreements to be entered into by it on the Closing Date;

5.3.2

that each of this agreement and other ancillary agreements to be entered into by the Purchaser on the Closing Date constitute a valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors’ rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of the court;

5.3.3

that it has obtained all authorizations, consents and permissions necessary from all Persons whose authorizations, consents and permissions may be required in respect of the transaction of purchase and sale contemplated herein, including, without limitation, those authorizations, consents and permissions required by Applicable Law;

5.3.4

that it is registered under subdivision d) of Division V of Part IX of the Excise Act (Canada), as well as under the corresponding provision of An Act Respecting the Quebec Sales Tax (Quebec), it being agreed that on Closing the Purchaser shall not be required to be paid any sales or goods and services tax to the Vendor. The Purchaser hereby agrees, however, to indemnify and save and hold the Vendor harmless with respect to any sales or goods and services tax exigible in connection with the purchase and