exv10w1



 







Exhibit 10.1




SECOND ASSIGNMENT AND SECOND AMENDMENT TO AGREEMENT OF

PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS




     This Second Assignment and Second Amendment to Agreement of Purchase and Sale and Joint Escrow
Instructions (this “Agreement”) is entered into by CENTURY STEEL, INC., a Nevada corporation
(“Assignor”), CENTURY PROPERTIES HENDERSON 18 LLC, a Nevada limited liability company (“Assignee”),
and PIONEER AMERICAS LLC, a Delaware limited liability company, as successor to Pioneer Chlor
Alkali Company Inc. (“Seller”), effective March 31, 2006 (“Effective Date”).



RECITALS:




     A. Marnell Properties, LLC, a Nevada limited liability company (“Marnell”), and Seller
executed an Agreement of Purchase and Sale and Joint Escrow Instructions (“Purchase and Sale
Agreement”) effective as of June 3, 2005 (Marnell’s entire right, title and interest under the
Purchase and Sale Agreement is referred to as the “Purchase Interest”); and,



     B. Effective October 31, 2005, Marnell assigned its Purchase Interest as the Buyer under the
Purchase and Sale Agreement to Assignor; and,



     C. Assignor wishes to transfer and assign the Purchase Interest to Assignee, such that
Assignee will now become the “Buyer” under the Purchase and Sale Agreement; and,



     D. Assignee and Seller wish to amend the Purchase and Sale Agreement.



     NOW, THEREFORE, Assignor and Assignee agree as follows:



     1. Assignment. Assignor assigns to Assignee the Purchase Interest. The Purchase
Interest includes, without limitation, (a) Assignor’s interest in any payments it made or has
received the benefit of, in accordance with the Purchase and Sale Agreement or the First
Assignment, and (b) Assignor’s interest in the escrow opened in accordance with the Purchase and
Sale Agreement.



     2. Assumption. Assignee accepts the assignment of the Purchase Interest from
Assignor. Assignee shall perform the obligations that the “Buyer” under the Purchase and Sale
Agreement is required to perform after the Effective Date.



     3. Seller’s Consent. Seller consents to the assignment of the Purchase Interest
described herein. This consent does not release Marnell or Assignor from any liability or
responsibility under the Purchase and Sale Agreement and Assignor shall be liable to Seller for any
default or breach of the Purchase and Sale Agreement on the part of Assignee. This consent does
not extend to future assignments or other transfers of the Purchase Interest.



 









 





     4. Amendment of the Purchase and Sale Agreement.




     a. The last two sentences of Section 9(b) of the Purchase and Sale Agreement shall be
replaced with the following sentence:




The Closing shall be extended to June 30, 2006.




     b. The Purchase Agreement is amended by adding a reference to Assignee, whose mailing
address is:




Century Properties Henderson 18 LLC

3613 Procyon Avenue

Las Vegas, NV 89103




     c. Save and except as amended by this Agreement, the Purchase and Sale Agreement
remains unmodified and in full force and effect.



     5. Counterparts. The parties may sign this Agreement in counterparts. The signature
pages from the counterparts may be attached to one counterpart to form a single document.



	 	 	 	                   	 	 	 
	ASSIGNOR:	 	ASSIGNEE:
	 
	 	 	 	 	 	 
	CENTURY STEEL, INC.,	 	CENTURY PROPERTIES HENDERSON 18 LLC,
	a Nevada corporation	 	a Nevada limited liability company
	 
	 	 	 	 	 	 
	By:

	 	/s/ Todd L. Leany
	 	By:
	 	Lynn M. Leany
	 

	 	 
	 	 	 	 
	 

	 	Todd L. Leany
	 	 	 	Lynn M. Leany
	 

	 	Its President
	 	 	 	Its Manager






SELLER:




PIONEER AMERICAS LLC,

a Delaware limited liability company,

as successor to Pioneer Chlor Alkali

Company Inc.




	  	  	 	 	 
	By:

	 	Michael Y. McGovern
	 	 
	 

	 	 	 	 
	 

	 	Michael Y. McGovern
	 	 
	 

	 	Its President and CEO	 	 







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