secondamendpca111507.htm


    Exhibit
10.12

     

    SECOND
AMENDMENT TO

     

    PURCHASE
AND CONTRIBUTION AGREEMENT

     

    SECOND
AMENDMENT, dated as of November 15, 2007 (this “Amendment”) to the
Purchase and Contribution Agreement, dated as of July 25, 2007 (as amended by
that certain first amendment dated as of August 28, 2007, and as further
amended, restated, modified or supplemented from time to time, the “PCA”), by and among
Olin Funding Company LLC (the “Purchaser”), Olin
Corporation (“Parent”), as
Collection Agent, A.J. Oster Co. (“A.J. Oster Co.”),
A.J. Oster Foils, LLC (successor-by-law to A.J. Oster Foils, Inc., a Delaware
corporation) (“A.J.
Oster Foils”), A.J. Oster West, Inc. (“A.J. Oster West”),
Bryan Metals, LLC (successor-by-law to Bryan Metals, Inc., an Ohio corporation)
(“Bryan
Metals”) and Chase Brass & Copper Company, LLC (successor-by-law to
Chase Brass & Copper, Inc., a Delaware corporation) (“Chase” and together
with Parent, A.J. Oster Co., A.J. Oster Foils, A.J. Oster West and Bryan Metals,
each a “Seller”
and collectively, the “Sellers”).  Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed to
such terms in the PCA.

    


    WHEREAS,
pursuant to Section 9.01 of the PCA, the parties hereto have agreed to amend the
PCA as described herein in order to remove each of the Sellers other than Parent
as a party to the PCA (each Seller other than Parent is referred to herein as an
“Exiting
Seller”) .

     

    NOW
THEREFORE, the parties hereto agree as follows:

     

    1. Amendments to the
PCA.  Effective as of the date on which all of the conditions
precedent set forth in Section 2 hereof
shall have been satisfied, the PCA is hereby amended as follows:

     

    a. Each of
the Exiting Sellers shall cease to be a party to the PCA, and each of the
Exiting Sellers shall be removed from Schedule I.  Accordingly,
Schedule I is deleted and replaced with Schedule I hereto.

     

    b. Exhibit A
is amended by deleting therefrom the document titled “A.J. Oster Company
Credit Policy & Procedure”.

     

    c. Exhibit B
is deleted and replaced with Exhibit B hereto.

     

    d. Exhibit E
is deleted and replaced with Exhibit E hereto.

     

    e. Exhibit F
is deleted and replaced with Exhibit F hereto.

     

    f. Section
1.01 is amended by deleting the definition of “Excluded Receivable” therein in
its entirety and replacing such definition as follows:

     

    “Excluded Receivable”
means all indebtedness due to a Seller arising from the sale of consigned goods
by such Seller.

     

    g. Section
4.01(l) is amended by deleting such section in its entirety and replacing such
section as follows:

     

    (l)           Such
Seller is located in the jurisdiction of organization set forth for such Seller
in Exhibit F hereto for the purposes of Section 9-307 of the UCC as in effect in
the State of New York; and the office in the jurisdiction of organization of
such Seller in which a UCC financing statement is required to be filed in order
to perfect the security interest granted by such Seller hereunder is set forth
in Exhibit F
hereto (in each case as such Exhibit F may be
amended from time to time pursuant to Section
5.01(b)).  The office where such Seller keeps its records
concerning the Transferred Receivables is located at the address or addresses
referred to in Section
5.01(b).  The principal place of business and chief executive
office of such Seller were located during the period from July 25, 2002 to the
date hereof at the address or addresses set forth on Exhibit E
hereto.  Such Seller has not changed its name since July 25, 2002,
except as set forth on Exhibit E
hereto.

     

    h. Section
9.01 is amended by deleting the final sentence thereof and replacing such final
sentence with the following: “Notwithstanding any other provision of this Section 9.01, Exhibit B and Exhibit F hereto may
be amended in accordance with the procedures set forth in Sections 5.01(g) and
5.01(b) respectively.”

     

    2. Effectiveness.  This
Amendment shall become effective as of the date hereof at such time as
(a) 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, and (b) all of the
conditions to effectiveness set forth in the Assignment and Release dated as of
the date hereof among the Sellers, the Purchaser, the Program Agent, the
Investor Agents and certain other parties have been satisfied and pursuant
thereto, the Purchaser shall have repurchased from the Program Agent all
interests in outstanding receivables originated by each Exiting Seller and
certain related assets and the Purchaser shall have sold all such receivables
and related assets to the applicable Exiting Seller.

     

    3. 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,
and for the purpose of making such representations and warranties, each
reference in Section 4.01 of the PCA to “this Agreement” shall include 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.

     

    4. No Further Sale of Metal
Business Receivables.  Notwithstanding any provision of the
PCA, Parent shall not sell or contribute and the Purchaser shall not purchase or
acquire receivables generated from the Metals Business (as defined below) of
Parent between the date hereof and the date upon which the Metals Business is
sold by Parent.  “Metals Business”
means Parent’s copper, brass and other copper alloy sheet, strip, foil, rod,
welded tube, plate, fabricated parts and stainless steel and aluminum strip
manufacturing and distribution business and its related research and development
activities and excludes Parent’s ammunition and ammunition component
manufacturing and distribution business and its related research and development
activities.

     

    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.

     

    8. Waiver.  Pursuant
to Section 9.01 of the PCA, the Purchaser hereby waives any Event of Termination
which may have occurred solely as a result of the following Sellers changing
their names, and, where applicable, their entity type and their jurisdiction of
incorporation/formation and Location (as defined in the PCA) on or about
November 13, 2007 without complying with the provisions of Section 5.01(b) of
the PCA:

     

    i. A.J.
Oster Foils, Inc., a Delaware corporation, changing its name and entity type to
A.J. Oster Foils, LLC, a Delaware limited liability company;

     

    ii. Bryan
Metals, Inc., an Ohio corporation, changing its name, entity type and
jurisdiction of incorporation/formation to Bryan Metals, LLC, a Delaware limited
liability company; and

     

    iii. Chase
Brass & Copper Company, Inc. changing its name and entity type to Chase
Brass & Copper Company, LLC, a Delaware limited liability
company.

     

    


     

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    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/ Todd A.
      Slater

              Name:  Todd
      A. Slater

              Title:  Vice
      President

               

            
	
              OLIN
      CORPORATION, as Parent, Collection Agent and a Seller

               

               

              By:  /s/ Todd A.
      Slater

              Name:  Todd
      A. Slater

              Title:  Vice
      President and Controller

               

            
	 
      	
              A.J.
      OSTER CO., as an Exiting Seller

               

               

              By:  /s/ Daniel B.
      Becker

              Name:  Daniel
      B. Becker

              Title:  President

               

            
	 
      	
              A.J.
      OSTER FOILS, LLC, as an Exiting Seller

               

              By:  Olin
      Corporation, its Managing Member

               

               

              By:  /s/ Todd A.
      Slater

              Name:  Todd
      A. Slater

              Title:  Vice
      President and Controller

               

            
	
              A.J.
      OSTER WEST, INC., as an Exiting Seller

               

               

              By:  /s/ Daniel B.
      Becker

              Name:  Daniel
      B. Becker

              Title:  President

               

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	 
      	
              BRYAN
      METALS, LLC, as an Exiting Seller

               

              By:  Olin
      Corporation, its Managing Member

               

               

              By:  /s/ Todd A.
      Slater

              Name:  Todd
      A. Slater

              Title:  Vice
      President and Controller

               

               

            	 
      
	 
      	 
      
	
              CHASE
      BRASS & COPPER COMPANY, LLC, as an Exiting Seller

               

              By:  Olin
      Corporation, its Managing Member

               

               

              By:  /s/ Todd A.
      Slater

              Name:  Todd
      A. Slater

              Title:  Vice
      President and Controller

               

            	 
      
	 
      	 
      
	
              Pursuant
      to Section 5.01(m) of the RPA, each of the undersigned consents to the
      foregoing Second 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:  William P. Rutkowski

              Name:  William
      P. Rutkowski

              Title:  Vice
      President

            	 
      


    

    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
I

    


    SELLERS

    


    


    


    OLIN CORPORATION, a Virginia
corporation