Exhibit 10.12
SECOND AMENDMENT
TO
PURCHASE AND CONTRIBUTION
AGREEMENT
SECOND AMENDMENT, dated as of November 15, 2007
(this “ Amendment ”) to the Purchase and
Contribution Agreement, dated as of July 25, 2007 (as amended by
that certain first amendment dated as of August 28, 2007, and as
further 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, LLC (successor-by-law to A.J. Oster Foils, Inc., a Delaware
corporation) (“ A.J. Oster Foils ”), A.J. Oster
West, Inc. (“ A.J. Oster West ”), Bryan Metals,
LLC (successor-by-law to Bryan Metals, Inc., an Ohio corporation)
(“ Bryan Metals ”) and Chase Brass & Copper
Company, LLC (successor-by-law to Chase Brass & Copper, Inc., a
Delaware corporation) (“ 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
in order to remove each of the Sellers other than Parent as a party
to the PCA (each Seller other than Parent is referred to herein as
an “ Exiting Seller ”) .
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 2 hereof shall
have been satisfied, the PCA is hereby amended as
follows:
a. Each of the
Exiting Sellers shall cease to be a party to the PCA, and each of
the Exiting Sellers shall be removed from
Schedule I. Accordingly, Schedule I is deleted
and replaced with Schedule I hereto.
b. Exhibit A is
amended by deleting therefrom the document titled
“A.J. Oster Company Credit Policy &
Procedure”.
c. Exhibit B is
deleted and replaced with Exhibit B hereto.
d. Exhibit E is
deleted and replaced with Exhibit E hereto.
e. Exhibit F is
deleted and replaced with Exhibit F hereto.
f. Section 1.01 is
amended by deleting the definition of “Excluded
Receivable” therein in its entirety and replacing such
definition as follows:
“ Excluded Receivable ” means
all indebtedness due to a Seller arising from the sale of consigned
goods by such Seller.
g. Section 4.01(l) is
amended by deleting such section in its entirety and replacing such
section as follows:
(l) Such
Seller is located in the jurisdiction of organization set forth for
such Seller in Exhibit F hereto for the purposes of Section 9-307
of the UCC as in effect in the State of New York; and the office in
the jurisdiction of organization of such Seller in which a UCC
financing statement is required to be filed in order to perfect the
security interest granted by such Seller hereunder is set forth in
Exhibit F hereto (in each case as such Exhibit F may
be amended from time to time pursuant to Section 5.01(b)
). The office where such Seller keeps its records
concerning the Transferred Receivables is located at the address or
addresses referred to in Section 5.01(b) . The
principal place of business and chief executive office of such
Seller were located during the period from July 25, 2002 to the
date hereof at the address or addresses set forth on Exhibit
E hereto. Such Seller has not changed its name since
July 25, 2002, except as set forth on Exhibit E
hereto.
h. Section 9.01 is
amended by deleting the final sentence thereof and replacing such
final sentence with the following: “Notwithstanding any other
provision of this Section 9.01 , Exhibit B and
Exhibit F hereto may be amended in accordance with the
procedures set forth in Sections 5.01(g) and 5.01(b)
respectively.”
2.
Effectiveness . This Amendment shall become
effective as of the date hereof
