firstamendpca082807.htm


    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 are free and clear of Adverse Claims (UCC search results indicating
the absence of Adverse Claims have been separately delivered to the Purchaser
and the Collection Agent), and Chase hereby authorizes the Program Agent (as
defined in the RPA) as the designee of the Purchaser to file an amendment of the
UCC Financing Statement filed against Chase in connection with the PCA to
reflect that The Stanley Works Receivables are no longer Excluded
Receivables.  Notwithstanding the requirement set forth in the
definition of “Excluded Receivables” that thirty (30) days’ prior written notice
be delivered, effective as of August 31, 2007, The Stanley Works Receivables
shall no longer be deemed to be Excluded Receivables.

       

      3. Effectiveness.  This
Amendment shall become effective as of the date hereof at such time as executed
counterparts of this Amendment have been delivered by each party hereto to the
other parties hereto and the Program Agent and each of the Investor Agents (as
such terms are defined in the RPA) have executed and delivered the consent on
the signature pages hereto.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      4. Representations and
Warranties.

                                      a. Each
Seller reaffirms and restates as to itself each of the representations and
warranties contained in Section 4.01of the PCA, as amended by this
Amendment.

       

                      b. The
Sellers hereby represent and warrant that the names and addresses of all of the
Deposit Banks, together with the post office boxes and account numbers of the
Lock-Boxes and
Deposit Accounts at such Deposit Banks, are as specified in Exhibit B attached
hereto, and that all of the information set forth on such Exhibit B is true and
correct as of the date
hereof.

       

      5. Confirmation of the
PCA.  All references to the PCA in the PCA and the other
documents and instruments delivered pursuant to or in connection with the PCA
shall mean the PCA as amended by this Amendment, and as hereafter amended or
restated.  Except as expressly provided herein, the PCA shall remain
unmodified and shall continue to be in full force and effect in accordance with
its terms.

       

      6. GOVERNING
LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY
CONFLICTS OF LAWS PRINCIPLES THEREOF.

       

      7. Counterparts.  This
Amendment may be executed by the parties hereto on any number of separate
counterparts and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.  Delivery of an executed
counterpart of a signature page to this Amendment by facsimile or by electronic
mail in portable document format (pdf) shall be effective as delivery of a
manually executed counterpart of this Amendment.

       

      [Signature
Pages Follow]

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered as of the day and year first above written.

       

      
        	 
      	
                OLIN
      FUNDING COMPANY LLC, as Purchaser

                 

                 

                By:  /s/ Stephen C.
      Curley

                Name:  Stephen
      C. Curley

                Title:  Treasurer

                 

              
	
                OLIN
      CORPORATION, as Parent, Collection Agent and a Seller

                 

                 

                By:  /s/ Stephen C.
      Curley

                Name:  Stephen
      C. Curley

                Title:  Vice
      President & Treasurer

                 

              
	 
      	
                A.J.
      OSTER CO., as a Seller

                 

                 

                By:  /s/ Daniel B.
      Becker

                Name:  Daniel
      B. Becker

                Title:  President

                 

              
	 
      	
                A.J.
      OSTER FOILS, INC., as a Seller

                 

                 

                By:  /s/ Daniel B.
      Becker

                Name:  Daniel
      B. Becker

                Title:  President

                 

              
	
                A.J.
      OSTER WEST, INC., as a Seller

                 

                 

                By:  /s/ Daniel B.
      Becker

                Name:  Daniel
      B. Becker

                Title:  President

                 

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	 
      	
                BRYAN
      METALS, INC., as a Seller

                 

                 

                By:  /s/ Daniel B.
      Becker

                Name:  Daniel
      B. Becker

                Title:  President

                 

                 

              
	
                CHASE
      BRASS & COPPER COMPANY, INC., as a Seller

                 

                 

                By:  /s/ Jeffrey J.
      Haferkamp

                Name:
      Jeffrey J. Haferkamp

                Title:  President

                 

              
	 
      


      

      


      
        	
                Pursuant
      to Section 5.01(m) of the RPA, each of the undersigned consents to the
      foregoing First Amendment:

                 

              	 
      
	
                CITICORP
      NORTH AMERICA, INC., as Program Agent and an Investor Agent under the
      RPA

                 

                 

                By:
      /s/ Junette M.
      Earl

                Name:  Junette
      M. Earl

                Title:  Vice
      President

                 

              	 
      
	 
      	 
      
	
                WACHOVIA
      BANK, NATIONAL ASSOCIATION, as an Investor Agent under the
RPA

                 

                 

                By:  /s/ William P.
      Rutkowski

                Name:  William
      P. Rutkowski

                Title:  Vice
      President