Exhibit 10.11
FIRST AMENDMENT TO
PURCHASE AND CONTRIBUTION
AGREEMENT
FIRST AMENDMENT, dated as of August 28, 2007
(this “ Amendment ”), to the Purchase and
Contribution Agreement, dated as of July 25, 2007 (as amended,
restated, modified or supplemented from time to time, the “
PCA ”), by and among Olin Funding Company LLC (the
“ Purchaser ”), Olin Corporation (“
Parent ”), as Collection Agent, A.J. Oster Co.
(“ A.J. Oster Co. ”), A.J. Oster Foils, Inc.
(“ A.J. Oster Foils ”), A.J. Oster West, Inc.
(“ A.J. Oster West ”), Bryan Metals, Inc.
(“ Bryan Metals ”) and Chase Brass & Copper
Company, Inc. (“ Chase ” and together with
Parent, A.J. Oster Co., A.J. Oster Foils, A.J. Oster West and Bryan
Metals, each a “ Seller ” and collectively, the
“ Sellers ”). Capitalized terms used
but not otherwise defined herein shall have the meanings ascribed
to such terms in the PCA.
WHEREAS, pursuant to Section 9.01 of the PCA,
the parties hereto have agreed to amend the PCA as described
herein.
NOW THEREFORE, the parties hereto agree as
follows:
1. Amendments to
the PCA . Effective as of the date on which all of
the conditions precedent set forth in Section 3 hereof shall
have been satisfied, the PCA is hereby amended as
follows:
a. Section 4.01(s) of
the PCA is hereby amended and restated in its entirety to read as
follows:
“(s) Such Seller (or the
partners of such Seller, if such Seller is a partnership)
does not carry on business in Canada
through a
permanent establishment for the purposes of the Canada-U.S.
Convention.”
b. Section 5.01(m) of
the PCA is hereby amended and restated in its entirety to read as
follows:
“(m) Business in
Canada . Such Seller (or the partners of such
Seller, if such Seller is a partnership) will not
carry
on business in Canada through a permanent establishment for
the purposes of the Canada-U.S. Convention.”
c. Exhibit B to the
PCA is hereby replaced in its entirety by Exhibit B attached
to this Amendment.
2. The Stanley
Works Receivables . Chase hereby notifies the
Purchaser and the Collection Agent that (a) all receivables
financing and purchasing arrangements pertaining to the accounts
receivable due from The Stanley Works Co. described in clause (a)
of the definition of “Excluded Receivables” set forth
in Section 1.01 of the PCA (“ The Stanley Works
Receivables ”) have been terminated and the UCC Financing
Statement filed in connection therewith has been terminated (an
acknowledgment copy of the termination of the UCC Financing
Statement has been separately delivered to the Purchaser and the
Collection Agent), and (b) The Stanley Works Receivables
