Unassociated Document


    ASSET
      PURCHASE AGREEMENT


     

    
      	
              BETWEEN:

               

            	 	
              MANGO
                COPPER INDUSTRIES INC.,
                a
                body corporate, duly constituted under the Laws of Quebec, having
                its
                registered office at 249 St-Jacques Street, suite 300, Montreal,
                Quebec,
                H2Y 1M6, represented by Mr. Henri Mikhael, who is duly
                authorized to act herein, in accordance with the enabling resolution
                appended hereto as Appendix “A”;

               

            
	 	 	
              (the
                “Purchaser”)

            
	 	 	 
	
              AND:

               

            	 	
              3226522
                NOVA SCOTIA LIMITED,
                a
                body corporate, duly constituted under the Laws of Nova Scotia, having
                its
                registered office at Purdy’s Wharf Tower One, 900 - 1959 Upper Water
                Street, Halifax, Nova Scotia, B3J 3N2, represented by Harold M. Karp,
                its President and Secretary, who is duly authorized to act herein,
                in
                accordance with the enabling resolution appended hereto as
                Appendix “B”;

               

            
	 	 	
              (the
                “Vendor”)

            
	 	 	 
	
              AND:

               

            	 	
              WOLVERINE
                TUBE, INC.,
                a
                body corporate, duly constituted under the Laws of Delaware, having
                its
                registered office at 200 Clinton Avenue, Huntsville, Alabama 35801,
                represented by Harold M. Karp, its President and Chief Operating
                Officer,
                who is duly authorized to act herein, in accordance with the enabling
                resolution appended hereto as Appendix “C”;

               

            
	 	 	
              (“Wolverine”)

               

            
	
              AND:

               

            	 	
              HENRI
                MIKHAEL,
                domiciled and residing at 9351 Route Marie-Victorin, Contrecoeur,
                Quebec,
                J0L 1C0;

               

            
	 	 	
              (the
                “Intervenor”)

               

            


    

     

    PREAMBLE

     

    WHEREAS
      the
      Vendor is the owner of land situated in the City of Montreal-East, Province
      of
      Quebec, known and designated as being lot number 1 250 977 of the
      Cadastre of Quebec, Registration Division of Montreal (the “Land”)
      and
      the buildings erected thereon (collectively, the “Building”),
      including, without limitation, the building bearing civic number 10930
      Sherbrooke Street East, Montreal-East (the Land and Building being hereinafter
      collectively referred to as the “Montreal
      Plant”);


    
      
        
        

      

      
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    WHEREAS
      the
      Purchaser desires to purchase and the Vendor desires to sell the Montreal Plant
      and such assets within the Montreal Plant as further defined herein in
      Section 2.2,
      the
      whole upon the terms and conditions set forth herein;

     

    WHEREAS
      the
      Purchaser desires to operate the Montreal Plant as a manufacturing
      facility.

     

    NOW,
      THEREFORE, the
      Parties hereto agree as follows:

     

    
      	
              1.

            	
              INTERPRETATION

            


    

     

    
      	
              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;

            


    

     

    
      
        
        

      

      
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              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.

            


    

     

    A
      Person
      (other than an individual) will be deemed to have “Knowledge” of a particular
      fact or other matter if any individual who is serving, or who has at any time
      served, as a director, officer, partner, executor or trustee of such Person
      (or
      in any similar capacity) has, or at any time had, Knowledge 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;

            


    

     

    
      
        
        

      

      
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              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.

            


    

     

    
      
        
        

      

      
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              2.

            	
              
                PURCHASE
                  AND SALE

              

            


    

     

    
      	
              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.

            	
              PURCHASE
                PRICE

            


    

     

    
      	
              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.

            	
              ASSUMED
                LIABILITIES

            


    

     

    
      	
              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.

            


    

     

    
      
        
        

      

      
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          5
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              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.

            	
              REPRESENTATIONS
                AND WARRANTIES

            


    

     

    
      	
              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;

            


    

     

    
      
        
        

      

      
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              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;

            


    

     

    
      
        
        

      

      
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              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 sale of the Purchased
                Assets;
                

            


    

     

    
      	 	
              5.3.5

            	
              that
                it is not a non-Canadian within the meaning of the Investment
                Canada Act
                (Canada);

            


    

     

    
      	 	
              5.3.6

            	
              that
                it is not insolvent, has not committed an act of bankruptcy, proposed
                a
                compromise or arrangement to its creditors, had any petition for
                a
                receiving order filed against it, taken any proceeding with respect
                to a
                compromise, arrangement or winding-up, or otherwise taken advantage
                of any
                insolvency or bankruptcy legislation, had a receiver appointed to
                any of
                its assets or had any Person take possession of any of its assets
                or had
                any execution of distress or seizure become enforceable or levied
                upon any
                of its assets; and

            


    

     

    
      	 	
              5.3.7

            	
              75%
                of the issued and outstanding securities of the Purchaser are owned
                by
                FTQ, which has according to its published financial statements for
                the
                year ended May 31, 2007 net assets of $7.2 billion
                dollars.

            


    

     

    
      	
              5.4

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

            


    

     

    
      	 	
              5.4.1

            	
              that
                this agreement constitutes a valid and legally binding obligation
                of the
                Intervenor, enforceable against the Intervenor 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.

            


    

     

    
      	
              5.5

            	
              The
                representations and warranties set forth in Sections 5.1,
                5.2,
                5.3
                and 5.4
                shall survive the completion of the sale and purchase of the Purchased
                Assets herein provided for and, notwithstanding such
                completion:

            


    

     

    
      	 	
              5.5.1

            	
              the
                representations and warranties set forth in Sections 5.1,
                5.2,
                5.3
                and 5.4
                shall, unless such representations and warranties prove to be false
                as a
                result of any fraud committed by the Vendor, Wolverine, the Purchaser
                or
                the Intervenor, as the case may be, continue in full force and effect
                for
                the benefit of the Purchaser or the Vendor and Wolverine, as the
                case may
                be, for a period of three (3) years from the Closing Date;
                and

            


    

     

    
      
        
        

      

      
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          8
          -

        
          

        

      

      
        
        

      

    


    
      	 	
              5.5.2

            	
              the
                representations and warranties which prove to be false as a result
                of any
                fraud committed by the Vendor, Wolverine, the Purchaser or the Intervenor,
                as the case may be, shall continue in full force and effect for an
                unlimited period for the benefit of the Purchaser or the Vendor and
                Wolverine, as the case may be.

            


    

     

    
      	
              6.

            	
              COVENANTS

            


    

     

    
      	
              6.1

            	
              Each
                of the Purchaser and the Intervenor hereby agrees and undertakes
                in favour
                of the Vendor, Wolverine and Wolverine
                LP:

            


    

     

    
      	 	
              6.1.1

            	
              not
                to compete, directly or indirectly, in the manufacture, distribution,
                sale
                or resale of Copper
                Tube Products
                in
                North America for seven (7) years from the Closing Date; for purposes
                of
                this agreement, Copper
                Tube Products
                shall mean (i) any plumbing, industrial or refrigeration copper tube
                products or (ii) copper or copper alloy plumbing
                fittings;

            


    

     

    
      	 	
              6.1.2

            	
              without
                limiting the generality of and in addition to Section 6.1.1,
                not to, directly or indirectly, for seven (7) years from the Closing
                Date
                (i) engage or assist any Person in engaging in the procurement,
                production, manufacture, assembly, provision and/or sale or other
                distribution of any Associated Product to any Associated Customer
                of such
                product or (ii) take any action in anticipation or furtherance of any
                of the foregoing;
                and

            


    

     

    
      	 	
              6.1.3

            	
              not
                to sell any Software or Data Files to any Person or commercially
                use such
                Software or Data Files in any other business; for the purpose of
                this
                Section, any opening of one or more plants by the Purchaser in any
                location shall not be considered as another
                business.

            


    

     

    
      	
              6.2

            	
              The
                Purchaser and the Intervenor hereby acknowledge and confirm that
                the
                provisions of Section 6.1
                are an essential element for the entering into of this agreement
                by the
                Vendor and Wolverine.

            


    

     

    
      	
              6.3

            	
              Each
                of the Vendor and Wolverine hereby agrees and undertakes in favour
                of the
                Purchaser
                not to compete, directly or indirectly, in selling copper and copper
                alloy
                rod and bar products in North America for seven (7) years from the
                Closing
                Date.

            


    

     

    
      	
              6.4

            	
              Wolverine
                hereby transfers and assigns to the Purchaser with effect as and
                from the
                Closing Date for the aggregate sum of one Canadian dollar (CAN$1.00):
                a
                copy of the software developed by Wolverine and known as “COLCS” (Common
                Order Life Cycle System) and used by Wolverine Canada in the Montreal
                Plant to carry out its past activities (the “Software”)
                and a copy of the data files pertaining to the Purchased Assets,
                including
                financial, production, routings and related data (the “Data
                Files”);
                no Software maintenance is included and no IT technical support is
                included; Wolverine shall retain ownership of all Software and Data
                Files,
                subject to the non-exclusive royalty free and perpetual license to
                the
                Software being given to the Purchaser by Wolverine hereunder, which
                license does not permit the Purchaser to grant sublicenses and is
                further
                subject to the provisions of Section 6.1.3.
                Wolverine gives no warranty of whatsoever nature with respect to
                the
                Software or its functionality and the Purchaser accepts the Software
                on an
                “as is where is” basis.

            


    

     

    
      
        
        

      

      
        -
          9
          -

        
          

        

      

      
        
        

      

    


    
      	
              6.5

            	
              In
                the event that the FTQ is in default of any of its obligations under
                the
                Initial Guarantee or any new guarantee contemplated therein (each
                of the
                Initial Guarantee and any new guarantee being referred to individually
                as
                a “Guarantee”
                and collectively as the “Guarantees”),
                the Purchaser shall within 2 days of receipt of notice of such default
                from Wolverine, on behalf of the Wolverine Group, provide Wolverine,
                on
                behalf of the Wolverine Group, an irrevocable letter of credit for
                the
                benefit of Wolverine, on behalf of the Wolverine Group, (the “Letter
                of Credit”)
                from a Canadian Schedule I chartered bank in an amount equal to seven
                million dollars ($7,000,000) less any amounts paid by FTQ to or for
                the
                benefit of the Wolverine Group, under the Guarantees (the “FTQ
                Payments”),
                or remit to Wolverine, on behalf of the Wolverine Group, by certified
                cheque an amount equal to seven million dollars ($7,000,000) less
                the FTQ
                Payments, without prejudice to any of the other rights or recourses
                of any
                Person comprising the Wolverine Group against the Purchaser under
                this
                agreement.
                To
                the extent that the Purchaser elects to replace any Guarantee with
                a
                Letter of Credit as contemplated above, such Letter of Credit must
                be in
                place prior to any termination or expiry of such Guarantee and must
                permit
                the Wolverine Group to draw-down thereon upon delivery by Wolverine,
                on
                behalf of the Wolverine Group, of a signed statement to the effect
                that a
                Claim has been made by Wolverine, on behalf of the Wolverine Group,
                against the Purchaser pursuant to Section 7.2.1
                or
                7.2.3
                hereof which results from a violation, contravention or breach by
                the
                Purchaser of its covenants in Section 4.4
                hereof. The form and content of the Letter of Credit must be acceptable
                to
                Wolverine, on behalf of the Wolverine Group, acting reasonably, failing
                which the Purchaser shall be forthwith obliged to remit to Wolverine,
                on
                behalf of the Wolverine Group, by certified cheque an amount equal
                to
                seven million dollars ($7,000,000) less the FTQ Payments, without
                prejudice to any of the other rights and recourses of any Person
                comprising the Wolverine Group against the Purchaser under this
                agreement.
                The rights of the Wolverine Group under this Section 6.5
                are in addition to any other rights of the Wolverine Group under
                the
                Guarantees.

            


    

     

    
      	
              6.6

            	
              The
                covenants of the Purchaser, the Intervenor, the Vendor and Wolverine
                set
                forth in this agreement shall survive the completion of the sale
                and
                purchase of the Purchased Assets herein provided for and, notwithstanding
                such completion, shall continue in full force and effect for the
                benefit
                of the Party or Parties to which such covenants are made in accordance
                with the terms thereof.

            


    

     

    
      	
              7.

            	
              INDEMNIFICATION

            


    

     

    
      	
              7.1

            	
              Definitions.
                As used in this Section 7:

            


    

     

    
      	 	
              7.1.1

            	
              “Claim”
                means any act, omission or state of facts and any demand, action,
                suit,
                proceeding, investigation, arbitration, trial, claim, assessment,
                judgment, settlement or compromise relating thereto which may give
                rise to
                a right to indemnification under Section 7.2,
                7.3,
                7.4
                or
                7.5
                hereof;

            


    

     

    
      
        
        

      

      
        -
          10
          -

        
          

        

      

      
        
        

      

    


    
      	 	
              7.1.2

            	
              “Direct
                Claim”
                means any Claim by an Indemnified Party against an Indemnifying Party
                which does not result from a Third Party
                Claim;

            


    

     

    
      	 	
              7.1.3

            	
              “Indemnifying
                Party”
                means any Party or Parties obligated to provide indemnification under
                this
                agreement;

            


    

     

    
      	 	
              7.1.4

            	
              “Indemnified
                Party”
                means any Party or Parties entitled to indemnification under this
                agreement;

            


    

     

    
      	 	
              7.1.5

            	
              “Indemnity
                Payment”
                means the amount of each Loss required to be paid pursuant to
                Section 7.2,
                7.3,
                7.4
                or
                7.5
                hereof and interest thereon pursuant to Section 7.6
                hereof;

            


    

     

    
      	 	
              7.1.6

            	
              “Loss”
                means any and all loss, liability, damage, cost, expense, charge,
                fine,
                penalty or assessment, resulting from or arising out of any Claim,
                including the costs and expenses of any action, suit, proceeding,
                demand,
                assessment, judgment, settlement or compromise relating thereto and
                all
                interest, fines and penalties and reasonable attorneys', accountants'
                and
                experts' fees and expenses incurred in connection therewith;
                and

            


    

     

    
      	 	
              7.1.7

            	
              “Third
                Party Claim”
                means any Claim asserted against an Indemnified Party by any Person
                who is
                not a Party.

            


    

     

    
      	
              7.2

            	
              Indemnification
                by the Purchaser.
                The Purchaser hereby agrees to indemnify and save and hold harmless
                each
                Person comprising the Wolverine Group from and against any Loss suffered
                or incurred, directly or indirectly, by such Person as a result of,
                arising out of or relating to:

            


    

     

    
      	 	
              7.2.1

            	
              any
                violation, contravention or breach of any covenant, agreement or
                obligation of the Purchaser under or pursuant to this agreement,
                including, without limitation, Sections 4.3
                and 4.4;

            


    

     

    
      	 	
              7.2.2

            	
              any
                breach of any representation or warranty made by the Purchaser in
                this
                agreement;

            


    

     

    
      	 	
              7.2.3

            	
              any
                action, suit, claim, trial, demand, investigation, arbitration or
                other
                proceeding by any Person containing allegations which, if true, would
                constitute an event described in Section 7.2.1
                or
                7.2.2
                hereof.

            


    

     

    
      	
              7.3

            	
              Indemnification
                by the Intervenor.
                The Intervenor hereby agrees to indemnify and save and hold harmless
                each
                Person comprising the Wolverine Group from and against any Loss suffered
                or incurred, directly or indirectly, by such Person as a result of,
                arising out of or relating to:

            


    

     

    
      	 	
              7.3.1

            	
              any
                violation, contravention or breach of any covenant, agreement or
                obligation of the Intervenor under or pursuant to this
                agreement; 

            


    

     

    
      
        
        

      

      
        -
          11
          -

        
          

        

      

      
        
        

      

    


    
      	 	
              7.3.2

            	
              any
                breach of any representation or warranty made by the Intervenor in
                this
                agreement; and

            


    

     

    
      	 	
              7.3.3

            	
              any
                action, suit, claim, trial, demand, investigation, arbitration or
                other
                proceeding by any Person containing allegations which, if true, would
                constitute an event described in Section 7.3.1
                or
                7.3.2
                hereof.

            


    

     

    
      	
              7.4

            	
              Indemnification
                by the Vendor and
                Wolverine.
                The Vendor and Wolverine hereby
                solidarily agree to indemnify and save and hold harmless the Purchaser
                and
                the Intervenor from and against any Loss suffered or incurred, directly
                or
                indirectly, by the Purchaser or the Intervenor as a result of, arising
                out
                of or relating to:

            


    

     

    
      	 	
              7.4.1

            	
              any
                violation, contravention or breach of any covenant, agreement or
                obligation of the Vendor under or pursuant to this
                agreement;

            


    

     

    
      	 	
              7.4.2

            	
              any
                breach of any representation or warranty made by the Vendor in this
                agreement; and

            


    

     

    
      	 	
              7.4.3

            	
              any
                action, suit, claim, trial, demand, investigation, arbitration or
                other
                proceeding by any Person containing allegations which, if true, would
                constitute an event described in Section 7.4.1
                or
                7.4.2
                hereof.

            


    

     

    
      	
              7.5

            	
              Indemnification
                by Wolverine.
                Wolverine hereby agrees to indemnify and save and hold harmless the
                Purchaser and the Intervenor from and against any Loss suffered or
                incurred, directly or indirectly, by the Purchaser or the Intervenor
                as a
                result of, arising out of or relating
                to:

            


    

     

    
      	 	
              7.5.1

            	
              any
                violation, contravention or breach of any covenant, agreement or
                obligation of Wolverine under or pursuant to this
                agreement;

            


    

     

    
      	 	
              7.5.2

            	
              any
                breach of any representation or warranty made by Wolverine in this
                agreement; and

            


    

     

    
      	 	
              7.5.3

            	
              any
                action, suit, claim, trial, demand, investigation, arbitration or
                other
                proceeding by any Person containing allegations which, if true, would
                constitute an event described in Section 7.5.1
                or
                7.5.2
                hereof.

            


    

     

    
      	
              7.6

            	
              Payment
                and Interest.
                The Indemnifying Party shall reimburse, on demand if not contested,
                and
                following a settlement or a final judgment if contested, to the
                Indemnified Party the amount of each Loss suffered or incurred by
                the
                Indemnified Party, as of the date that the Indemnified Party incurs
                such
                Loss, together with interest thereon from the aforesaid date until
                payment
                in full at a rate per annum equal to the Prime Rate, plus three (3)
                percentage points. Interest shall be calculated and payable monthly
                on the
                last day of each month during which any amount in respect of any
                Loss
                remained unpaid, both before and after judgment, with interest on
                overdue
                interest calculated and payable at the same rate. The interest payable
                in
                any month shall be calculated on the average amount of all amounts
                in
                respect of any Loss that remained unpaid at any time during such
                month.
                This amount shall be calculated by (i) multiplying any amount in
                respect of each Loss that remained unpaid at any time during such
                month by
                the number of days that amount remained unpaid during such month
                and
                (ii) dividing the aggregate of all such products by the number of
                days in such month.

            


    

     

    
      
        
        

      

      
        -
          12
          -

        
          

        

      

      
        
        

      

    


    
      	
              7.7

            	
              Notification.
                Promptly upon obtaining Knowledge and particulars thereof, the Indemnified
                Party shall notify the Indemnifying Party of each Claim which the
                Indemnified Party has determined has given or could give rise to
                indemnification under this Section 7,
                describing such Claim in reasonable detail. In circumstances where
                the
                Indemnifying Party is notified of such Claim but not promptly, the
                Indemnifying Party shall not be relieved from any duty to indemnify
                and
                save and hold harmless which otherwise might exist with respect to
                such
                Claim unless (and only to that extent) the omission to notify promptly
                materially prejudices the ability of the Indemnifying Party to exercise
                its right to defend provided in this Section 7.

            


    

     

    
      	
              7.8

            	
              Defence
                of Third Party Claims.
                The Indemnifying Party shall have the right, after receipt of the
                Indemnified Party's notice under Section 7.7
                hereof with respect to a Third Party Claim and upon giving written
                notice
                to the Indemnified Party within fifteen (15) days of such receipt,
                and
                subject to the rights of any insurer or other Person having potential
                liability therefor, to defend the Third Party Claim at its own cost
                and
                expense with counsel of its own selection, provided
                that:

            


    

     

    
      	 	
              7.8.1

            	
              the
                Indemnified Party shall at all times have the right to fully participate
                in the defence at the expense of the Indemnifying Party and in any
                event
                shall be consulted with and apprised of the ongoing status of the
                Third
                Party Claim and provided reasonable particulars (including copies
                of all
                documentation) relating thereto and the defence thereof; 

            


    

     

    
      	 	
              7.8.2

            	
              the
                Third Party Claim seeks only monetary damages and does not seek any
                injunctive or other relief against the Indemnified Party;
                

            


    

     

    
      	 	
              7.8.3

            	
              the
                Indemnifying Party unconditionally acknowledges in writing its obligation
                to indemnify and save and hold the Indemnified Party harmless with
                respect
                to the Third Party Claim; 

            


    

     

    
      	 	
              7.8.4

            	
              legal
                counsel chosen by the Indemnifying Party is satisfactory to the
                Indemnified Party, acting reasonably;
                and

            


    

     

    
      	 	
              7.8.5

            	
              amounts
                payable by the Indemnifying Party pursuant to a Third Party Claim
                shall be
                paid in accordance with the terms of the settlement or judgment,
                as
                applicable, but in any event prior to the expiry of any delay for
                a
                judgment to become executory. 

            


    

     

    
      	
              7.9

            	
              Settlement
                of a Third Party Claim.
                The Indemnifying Party shall not be permitted to compromise and settle
                or
                to cause a compromise and settlement of any Third Party Claim, without
                the
                prior written consent of the Indemnified Party,
                unless:

            


    

     

    
      	 	
              7.9.1

            	
              the
                terms of the compromise and settlement require only the payment of
                money
                and do not require the Indemnified Party to admit any wrongdoing
                or take
                or refrain from taking any action; 

            


    

     

    
      
        
        

      

      
        -
          13
          -

        
          

        

      

      
        
        

      

    


    
      	 	
              7.9.2

            	
              the
                Indemnifying Party delivers to the Indemnified Party payment in the
                amount
                of such compromise and settlement (including interest and costs,
                if any,
                payable pursuant thereto); 

            


    

     

    
      	 	
              7.9.3

            	
              the
                Indemnified Party receives, as part of the compromise and settlement,
                a
                legally binding and enforceable unconditional satisfaction and release,
                which is in form and substance satisfactory to the Indemnified Party,
                acting reasonably; and

            


    

     

    
      	 	
              7.9.4

            	
              the
                Third Party Claim and any claim or liability of the Indemnified Party
                with
                respect to such Third Party Claim is being fully satisfied because
                of the
                compromise and settlement and the Indemnified Party is being released
                from
                any and all obligations or liabilities it may have with respect to
                the
                Third Party Claim. 

            


    

     

    
      	
              7.10

            	
              Waiver
                of Right to Defend Third Party Claims.
                If the Indemnifying Party fails:

            


    

     

    
      	 	
              7.10.1

            	
              within
                fifteen (15) days from receipt of the notice of a Third Party Claim
                to
                give notice of its intention to defend the Third Party Claim in accordance
                with Section 7.8
                hereof; or

            


    

     

    
      	 	
              7.10.2

            	
              to
                comply at any time with any of Sections 7.8.1
                through 7.8.5
                (inclusively) hereof; 

            


    

     

    the
      Indemnifying Party shall be deemed to have waived its right to defend the Third
      Party Claim and the Indemnified Party shall have the right (but not the
      obligation) to undertake the defence of the Third Party Claim and compromise
      and
      settle the Third Party Claim on behalf, for the account and at the risk and
      expense of the Indemnifying Party.

     

    
      	
              7.11

            	
              Direct
                Claims.
                If the Indemnifying Party fails to respond in writing to any written
                notice of a Direct Claim given by the Indemnified Party pursuant
                to
                Section 7.7
                hereof, and make an Indemnity Payment to the Indemnified Party within
                fifteen (15) days thereof, the Indemnifying Party shall be deemed
                to have
                rejected such Direct Claim, in which event the Indemnified Party
                shall be
                free to pursue such rights, recourses and remedies as may be available
                to
                it.

            


    

     

    
      	
              8.

            	
              CLOSING

            


    

     

    
      	
              8.1

            	
              The
                sale and purchase of the Purchased Assets (the “Closing”)
                shall take place on September 25, 2008 (the “Closing
                Date”).
                The Closing shall be deemed to have occurred on the opening of business
                on
                the Closing Date. 

            


    

     

    
      	
              8.2

            	
              At
                the Closing, the Purchaser shall pay the Purchase Price as provided
                in
                Section 3.1.

            


    

     

    
      	
              8.3

            	
              Concurrently
                with the Closing.

            


    

     

    
      	 	
              8.3.1

            	
              the
                Vendor and the Purchaser shall execute before a notary the Deed of
                Sale in
                respect of the Montreal Plant which is attached hereto as
                Appendix “D”;

            


    

     

    
      	 	
              8.3.2

            	
              FTQ
                shall execute in favour of the Wolverine Group the guarantee attached
                hereto as Appendix “E” (the “Initial
                Guarantee”);
                and

            


    

     

    
      
        
        

      

      
        -
          14
          -

        
          

        

      

      
        
        

      

    


    
      	 	
              8.3.3

            	
              the
                Purchaser shall enter into new agreements with Hydro-Quebec, Protectron
                and Videotron with respect of the Montreal Plant and thereafter use
                its
                best efforts to obtain a release and discharge of Wolverine Canada
                by each
                of such parties in respect of Wolverine Canada’s obligations under the
                agreements annexed hereto as Schedule 8.3.3.

            


    

     

    
      	
              9.

            	
              NOTICES

            


    

     

    All
      notices, requests, instructions or other documents to be given hereunder shall
      be in writing, and shall be sent either by telecopier, messenger or mail, return
      receipt requested, as follows:

     

    To
      the
      Vendor:

     

    3226522
      Nova Scotia Limited

    200
      Clinton Avenue, Suite 1000

    Huntsville
      AL 35801

     

    Attention
      : Mr. Harold M. Karp

     

    Fax:
      (256) 580-3996

     

    To
      Wolverine:

     

    Wolverine
      Tube, Inc.

    200
      Clinton Avenue, Suite 1000

    Huntsville,
      AL 35801

     

    Attention
      : Mr. Harold M. Karp

     

    Fax:
      (256) 580-3996

     

    In
      each case with a copy to:

     

    Wolverine
      Tube, Inc.

    200
      Clinton Avenue, Suite 1000

    Huntsville,
      AL 35801

    


    Attention:
       Jennifer
      Brinkley,

                       Corporate
      Counsel & Assistant Corporate Secretary

    


    Fax:
      (256) 580-3996

     


    
      
        
        

      

      
        -
          15
          -

        
          

        

      

      
        
        

      

    


    and

    


    Lapointe
      Rosenstein L.L.P.

    1250
      René-Lévesque Blvd. West

    Suite
      1400

    Montreal,
      Quebec

    H3B
      5E9

    


    Attention :
      Mr. Steven Chaimberg or Mr. Perry Kliot

    


    Fax:
      (514) 925-9001

    


    To
      the
      Purchaser:

     

    MANGO
      COPPER INDUSTRIES INC.

    249
      St-Jacques Street, suite 300

    Montreal
      (Quebec)

    H2Y
      1M6

    


    Attention:
      Mr. Henri Mikhael

    


    Fax:
      (514) 284-9648

    


    with
      a
      copy to:

     

    FONDS
      DE SOLIDARITÉ DES TRAVAILLEURS DU QUÉBEC (F.T.Q.)

    545,
      boulevard Crémazie Est, Bureau 200

    Montreal,
      Québec

    H2M
      2W4

    


    Attention:
      Vice-President, Legal Affairs

    


    Fax:
      (514) 383-2500

    


    To
      the
      Intervenor:

    


    Mr. Henri
      Mikhael

    9351,
      Marie-Victorin

    Contrecoeur
      (Quebec)

    J0L
      1C0

    


    Fax:
      (514) 843-7118


    
      
        
        

      

      
        -
          16
          -

        
          

        

      

      
        
        

      

    


    
      	
              10.

            	
              
                GENERAL
                  PROVISIONS

              

            


    

     

    
      	
              10.1

            	
              Publicity.
                Except as required by law, no public announcement or press release
                concerning this agreement or the transactions contemplated by this
                agreement may be made by the Purchaser or Intervenor, on the one
                hand, or
                the Vendor or Wolverine, on the other hand, without the prior consent
                and
                joint approval of the Purchaser and the
                Vendor.

            


    

     

    
      	
              10.2

            	
              Cooperation.
                The
                Vendor and Wolverine, on the one hand, and Purchaser and the Intervenor,
                on the other hand, shall, subject to the terms and provisions hereof,
                deliver or cause to be delivered to the other at such times and places
                after the Closing Date as shall be reasonably agreed to, such additional
                documents and instruments as the other may reasonably request for
                the
                purpose of carrying out the transactions contemplated by this agreement.
                The Vendor and the Purchaser will cooperate with one another after
                the
                Closing Date in furnishing information, evidence and testimony in
                connection with any tax return filing obligations, actions, proceedings,
                arrangements or disputes of any nature with respect to matters pertaining
                to the Purchased Assets.

            


    

     

    
      	
              10.3

            	
              Counterparts.
                This agreement may be executed by the Parties hereto in separate
                counterparts (including via facsimile), each of which when so executed
                and
                delivered shall be an original but all such counterparts together
                shall
                constitute one and the same
                instrument.

            


    

     

    
      	
              10.4

            	
              Expenses.
                Each Party to this agreement shall pay its own costs and expenses
                in
                connection with the negotiation, preparation, execution and delivery
                of
                this agreement, and the consummation of the transactions contemplated
                hereby, including, but not limited to, attorneys' fees and costs,
                accountants' fees and other professional fees and
                expenses.

            


    

     

    
      	
              10.5

            	
              Remedies
                Cumulative.
                No
                right, remedy or election given by any term of this agreement shall
                be
                deemed exclusive but each shall be cumulative with all other rights,
                remedies and elections available at law or in
                equity.

            


    

     

    
      	
              10.6

            	
              Representation
                by Counsel.
                Each Party to this agreement represents and warrants that counsel
                in the
                negotiation, drafting and execution of this agreement has represented
                such
                Party.

            


    

     

    
      	
              10.7

            	
              Amendments;
                Waivers. This
                agreement may be amended or modified and the terms or covenants hereof
                may
                be waived, only by a written instrument executed by the Parties hereto,
                or
                in the case of a waiver, by the Party waiving compliance. No delay
                of or
                omission in the exercise of any right, power or remedy accruing to
                any
                Party as a result of any breach or default by any other Party under
                this
                agreement shall be construed as a waiver of or acquiescence in any
                such
                breach or default, or of any similar breach or default occurring
                later. No
                waiver by any Party of the breach of any term or covenant contained
                in
                this agreement, whether by conduct or otherwise, in any one or more
                instances, shall be deemed to be, or construed as, a further or continuing
                waiver of any such breach, or a waiver of the breach of any other
                term or
                covenant contained in this
                agreement.

            


    

     

    
      	
              10.8

            	
              Headings.
                The inclusion of headings in this agreement is for convenience of
                reference only and shall not affect the construction or interpretation
                hereof.

            


    

     

    
      
        
        

      

      
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          17
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              10.9

            	
              Currency.
                All dollar amounts stated in this agreement are in Canadian
                dollars.

            


    

     

    
      	
              10.10

            	
              Preamble
                and Schedules.
                The preamble and any schedules to this agreement are incorporated
                by
                reference herein and form an integral part
                hereof.

            


    

     

    
      	
              10.11

            	
              Severability.
                Each of the provisions of this agreement is distinct and severable
                and a
                declaration of invalidity or unenforceability of any such provision
                or
                part thereof by a court of competent jurisdiction will not affect
                the
                validity or enforceability of any other provision
                thereof.

            


    

     

    
      	
              10.12

            	
              Successors
                and Assigns.
                Neither this agreement nor any of the rights or obligations of a
                Party
                hereto may be assigned in whole or in part without the prior written
                consent of the other Parties. Notwithstanding the foregoing, Wolverine,
                on
                behalf of the Wolverine Group, shall be entitled to assign its rights
                hereunder in favour of any affiliate (as defined in the Canada
                Business Corporations Act)
                or partner of any of the Wolverine Group, or in the context of an
                amalgamation with any other person or in the context of a sale of
                all or
                substantially all of the assets of any of the Wolverine Group. In
                each
                case of assignment in the previous sentence, the Purchaser must be
                notified in writing of such assignment and Wolverine shall continue
                to act
                on behalf of any assignee as one of the Wolverine Group. This agreement
                shall inure to the benefit of and be binding upon the Parties hereto
                and
                their respective heirs, executors, liquidators, administrators, successors
                and permitted assigns.

            


    

     

    
      	
              10.13

            	
              Governing
                Law.
                This agreement shall be governed by and construed in accordance with
                the
                laws of the Province of Quebec and the laws of Canada applicable
                therein.

            


    

     

    
      	
              10.14

            	
              Jurisdiction
                and Venue.
                Each of the Parties hereto hereby irrevocably and unconditionally
                submits,
                for itself and its assets and properties, to the exclusive jurisdiction
                of
                the courts of the judicial district of Montreal, in any suit, action
                or
                proceeding arising out of or relating to this agreement or the
                transactions contemplated hereunder, and each of the Parties hereto
                hereby
                irrevocably and unconditionally agrees that all claims in respect
                of any
                such suit, action or proceeding shall be heard and determined in
                any such
                court. Each of the Parties hereto agrees that a final judgment in
                any such
                suit, action or proceeding shall be conclusive and may be enforced
                in
                other jurisdictions by suit on the judgment or in any other manner
                provided by law. Each of the Parties hereto irrevocably and
                unconditionally waives, to the fullest extent it may legally and
                effectively do so, any objection that it may now or hereafter have
                to the
                laying of venue of any suit, action or proceeding arising out of
                or
                relating to this agreement or the transactions contemplated hereunder
                in
                the courts of the judicial district of Montreal. Each of the Parties
                hereto irrevocably waives, to the fullest extent permitted by law,
                the
                defence of an inconvenient forum to the maintenance of such suit,
                action
                or proceeding in any such court.

            


    

     

    
      	
              10.15

            	
              Language.
                This agreement has been drafted in English at the express request
                of the
                Parties. Cette convention a été rédigée en anglais à la demande expresse
                des parties.

            


    

     

    (signature
      page follows)


    
      
        
        

      

      
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          18
          -

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the
      Parties have executed this agreement in Montreal, Province of Quebec, on this
      25th day of September, 2008

     

    
      	
              MANGO
                COPPER INDUSTRIES INC.

            
	 
	
              Per:

            	
              /s/
                Henri Mikhael

            
	 	
              HENRI
                MIKHAEL, President

            
	 
	
              3226522
                NOVA SCOTIA LIMITED

            
	 
	
              Per:

            	    
/s/
              Harold
              M. Karp
	
               Vice
                President

            
	
              WOLVERINE
                TUBE, INC.

            
	 
	
              Per:

            	      
/s/
              Harold M. Karp
	
               President,
                Chief Operating Officer

            
	
              HENRI
                MIKHAEL

            
	 
	
              /s/
                Henri Mikhael

            
	
              (signature)

            


    

     

    
      
        
        

      

      
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