ASSET
      SALE AND PURCHASE AGREEMENT

     

    BY,
      BETWEEN AND AMONG

     

    SMALL
      TUBE MANUFACTURING, LLC

     

    and

     

    WOLVERINE
      TUBE, INC.

     

    AND

     

    ST
      PRODUCTS, LLC

     

    DATED
      AS
      OF FEBRUARY 29, 2008


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Table
      of Contents

    
      	 	 	 	
              Page

            
	 	 	 	 
	
              I.

            	
              DEFINITIONS

            	
               1

            
	 	 	 	 
	
              II.

            	
              SALE
                AND PURCHASE

            	
              11

            
	 	
              2.1

            	
              Sale
                and Purchase of Assets

            	
               11

            
	 	
              2.2

            	
              Excluded
                Assets

            	
              12

            
	 	
              2.3

            	
              Purchase
                Price; Adjustment

            	
              13

            
	 	
              2.4

            	
              Assumed
                Liabilities

            	
              17

            
	 	
              2.5

            	
              Retained
                Liabilities

            	
              17

            
	 	
              2.6

            	
              Closing

            	
              17

            
	 	
              2.7

            	
              Nonassignable
                Contracts and Leases

            	
              19

            
	 	
              2.8

            	
              Hedging
                Agreement

            	
              20

            
	 	 	 	 
	
              III.

            	
              REPRESENTATIONS
                AND WARRANTIES OF SELLER AND PARENT

            	
              20

            
	 	
              3.1

            	
              Corporate
                Existence; Subsidiaries and Affiliates

            	
               20

            
	 	
              3.2

            	
              Authorization
                and Validity of Agreement

            	
               21

            
	 	
              3.3

            	
              No
                Contravention

            	
               21

            
	 	
              3.4

            	
              Transferred
                Assets

            	
               21

            
	 	
              3.5

            	
              Material
                Contracts

            	
               22

            
	 	
              3.6

            	
              Inventories

            	
               22

            
	 	
              3.7

            	
              Real
                Property

            	
               23

            
	 	
              3.8

            	
              Permits

            	
               23

            
	 	
              3.9

            	
              Litigation

            	
               23

            
	 	
              3.10

            	
              Compliance
                with Laws

            	
               23

            
	 	
              3.11

            	
              Consents

            	
               23

            
	 	
              3.12

            	
              Financial
                Statements

            	
               24

            
	 	
              3.13

            	
              Intellectual
                Property

            	
               24

            
	 	
              3.14

            	
              Employee
                Matters

            	
               24

            
	 	
              3.15

            	
              Brokerage

            	
               26

            
	 	
              3.16

            	
              Environmental
                Matters

            	
               26

            
	 	
              3.17

            	
              Customers,
                Distributors, and Suppliers

            	
               27

            
	 	
              3.18

            	
              Product
                Warranties; Product Liability

            	
               28

            
	 	
              3.19

            	
              Accounts
                Receivable

            	
               29

            
	 	
              3.20

            	
              No
                Undisclosed Liabilities

            	
               29

            
	 	
              3.21

            	
              Absence
                of Certain Changes

            	
               29

            
	 	
              3.22

            	
              Taxes.

            	
               29

            
	 	
              3.23

            	
              Disclosure

            	
               30

            


    


    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

    


    
      	
              IV.

            	
              REPRESENTATIONS
                AND WARRANTIES OF BUYER

            	
              30

            
	 	
              4.1

            	
              Organization

            	
               30

            
	 	
              4.2

            	
              Authorization
                and Validity of Agreement

            	
               30

            
	 	
              4.3

            	
              No
                Contravention

            	
               30

            
	
               

            	
              4.4

            	
              Consents

            	
              31

            
	 	
              4.5

            	
              Brokerage

            	
               31

            
	 	
              4.6

            	
              Litigation

            	
               31

            
	 	
              4.7

            	
              Financing

            	
               31

            
	 	
              4.8

            	
              Disclosure

            	 
	 	 	 	 
	
              V.

            	
              CERTAIN
                AGREEMENTS

            	
               31

            
	 	
              5.1

            	
              Buyer’s
                Due Diligence

            	
               31

            
	 	
              5.2

            	
              Employees

            	
               32

            
	 	
              5.3

            	
              Cooperation;
                Third Party Consents

            	
               32

            
	 	
              5.4

            	
              Taxes

            	
               32

            
	 	
              5.5

            	
              Name

            	
               33

            
	 	
              5.6

            	
              No
                Dissolution

            	
               33

            
	 	
              5.7

            	
              Special
                Covenants of Seller and Parent

            	
               33

            
	 	 	 	 
	
              VI.

            	
              CLOSING
                CONDITIONS

            	
               35

            
	 	 	 	 
	
              VII.

            	
              INDEMNIFICATION
                AND SURVIVAL

            	
               36

            
	 	
              7.1

            	
              Indemnification
                by Seller

            	
               36

            
	 	
              7.2

            	
              Indemnification
                by Buyer

            	
               36

            
	 	
              7.3

            	
              Limitations
                on Liability

            	
               37

            
	 	
              7.4

            	
              Indemnification
                Procedure

            	
               38

            
	 	 	 	 
	
              VIII.

            	
              MISCELLANEOUS

            	
               39

            
	 	
              8.1

            	
              Entire
                Agreement

            	
               39

            
	
               

            	
              8.2

            	
              Waiver
                of Bulk Transfer Requirements

            	
               39

            
	 	
              8.3

            	
              Successors
                and Assigns; Assignment

            	
               39

            
	 	
              8.4

            	
              Counterparts

            	
               40

            
	 	
              8.5

            	
              Headings

            	
               40

            
	 	
              8.6

            	
              Modification
                and Waiver

            	
               40

            
	 	
              8.7

            	
              No
                Third-Party Beneficiary Rights

            	
               40

            
	 	
              8.8

            	
              Expenses

            	
               40

            
	 	
              8.9

            	
              Notices

            	
               41

            
	 	
              8.10

            	
              Governing
                Law

            	
               42

            
	 	
              8.11

            	
              Waiver
                of Jury Trial

            	
               42

            
	 	
              8.12

            	
              Announcements

            	
               42

            
	 	
              8.13

            	
              Severability

            	
               42

            
	 	
              8.14

            	
              Remedies;
                Arbitration

            	
               42

            


    


    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

    

      ASSET
        SALE AND PURCHASE AGREEMENT

      


      ASSET
        SALE AND PURCHASE AGREEMENT (the "Agreement") dated as of

      


      February
        29, 2008, by, between and among (i) SMALL TUBE MANUFACTURING, LLC, a limited
        liability company organized under the laws of the State of Delaware ("Seller"),
        and WOLVERINE TUBE, INC., a corporation organized under the laws of the State
        of
        Delaware ("Parent"), and (ii) ST PRODUCTS, LLC, a limited liability company
        organized under the laws of the State of Delaware ("Buyer").

      


      BACKGROUND

      


      A. Seller
        is
        a wholly owned subsidiary of Parent.

      


      B. Seller
        is
        currently engaged in the manufacture and sale of precision drawn and cut
        tubular
        products and other value added commercial tube products (the "Business");
        and

      


      C. Seller
        desires to sell, convey, transfer, assign and deliver to Buyer, and Buyer
        desires to purchase from Seller, the Transferred Assets (as defined hereinafter)
        and to assume the Assumed Liabilities (as defined hereinafter), all on the
        terms
        and subject to the conditions of this Agreement.

      


      D. Concurrently
        with the Closing (as defined hereinafter), Seller, Parent and Buyer are
        executing and delivering this Agreement.

      


      TERMS

      


      NOW,
        THEREFORE, intending to be legally bound hereby, the parties agree as
        follows:

      


      I. DEFINITIONS 

       

      The
        capitalized terms set forth below in this Article I have the following
        meanings:

      


      “Accounts
        Receivable” means, at the relevant time, (i) all amounts receivable from
        customers in respect of the sale or leasing of products and services by Seller
        in the ordinary course of the Business, and (ii) all amounts receivable from
        parties other than customers that are identified on the Financial Statements
        as
        non-trade receivables, but excluding inter-company Accounts Receivable owing
        from Seller’s Affiliates.


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      


      “Affiliate”
        means, when used with respect to a specified Person, another Person that,
        either
        directly or indirectly through one or more intermediaries, controls or is
        controlled by or is under common control with the Person specified.

      


      “Agreement”
        has the meaning specified in the introductory paragraph hereto.

      


      “Applicable
        Legal Requirements” means, with respect to any Person, any federal, state or
        local law (whether statutory or common law), rule, regulation, code or
        ordinance, and any administrative, judicial or arbitral decision, order,
        ruling,
        judgment, award, writ or decree to which such Person and/or all or a portion
        of
        the business or assets of such Person is subject.

      


      “Assumed
        Contracts” means all customer and vendor purchase orders, sale orders and
        similar arrangements of Seller made in the ordinary course of the Business;
        and
        those other Contracts listed on Schedule
        1.1(a)
        hereto.

      


      “Assumed
        Liabilities” means the following liabilities and obligations of
        Seller:

      


      (a) all
        liabilities and obligations under the Assumed Contracts which remain unsatisfied
        as of the Closing Date, including amounts payable to a third party for the
        assignment of those Assumed Contracts, identified on Schedule 1.1(a) as
        requiring an “Assignment Fee,” but specifically excluding Twelve Thousand Five
        Hundred and No/100 Dollars ($12,500.00) of the total amounts payable to the
        Landlord under the Lease in respect of the Lease Assignment which is to be
        paid
        by Seller (with Buyer to pay all other amounts in respect of the Lease
        Assignment);

      


      (b) all
        trade
        accounts payable arising in the ordinary course of the Business prior to
        the
        Closing Date; 

      


      (c) all
        obligations for warranty claims or for repair or replacement of products
        shipped
        or services provided in the ordinary course of the Business prior to the
        Closing
        Date and which are included in the aggregate amount of claims disclosed in
        Section 3.18
        of the
        Disclosure Schedule;

      


      (d) all
        liabilities and obligations arising from Buyer’s use and operation of the
        Transferred Assets and Buyer’s operation of the Business on and after the
        Closing Date; and

      


      (e) those
        obligations for Seller-Related Compensatory Arrangements specified on
Schedule
        5.2
        hereto
        as the responsibility of Buyer.

      


      “Books
        and Records” means (in whatever form or medium) all of the following items that
        are owned by Seller or in which Seller otherwise has a transferable user
        interest, and that pertain to the Business:


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      


      (a) books,
        accounts, records, journals, ledgers, files, documents, correspondence and
        lists;

      


      (b) creative
        materials, advertising and promotional materials, studies and
        reports;

      


      (c) computer
        files and programs, to the extent Seller owns such computer files and programs
        or has a user interest in such files and programs that may be transferred,
        retrieval programs, operating data and plans; 

      


      (d) production
        records, item specifications, product literature, sales records and pricing
        models and schedules;

      


      (e) customer
        and supplier lists and records (including billing and payment records) and
        correspondence;

      


      (f) inventory
        records; and

      


      (g) schematics,
        drawings, blueprints, plans, specifications and similar
        documentation.

      


      “Business”
        has the meaning specified in Paragraph B of the Background hereto.

      


      “Business
        Day” means any day other than Saturday, Sunday or any other day on which
        commercial banks located in Pittsburgh, Pennsylvania are permitted or required
        by law to be closed.

      


      “Buyer”
        has the meaning specified in the introductory paragraph hereto.

      


      “Buyer
        Loss” and “Buyer Losses” have the meanings specified in Section
        7.1.

      


      “Buyer
        Parties” has the meaning specified in Section 7.1.

      


      “Claim
        Notice” has the meaning specified in Section 7.4.

      


      “Closing"
        and "Closing Date” have the meanings specified in Section 2.6.1.

      


      “Closing
        Balance Sheet” means the balance sheet of Seller as of a date which is three
        Business Days prior to the Closing Date, prepared on a basis consistent with
        the
        balance sheets included in the Annual Financial Statements and the Interim
        Financial Statements.

      


      “Closing
        Date Cash Purchase Price” has the meaning specified in Section
        2.3.1.

      


      “Closing
        Date Working Capital” has the meaning specified in Section
        2.3.4(c).

      


      “Closing
        Statement” has the meaning specified in Section 2.3.4(c).

      


      “Code”
        means the Internal Revenue Code of 1986, as amended.

      


      “Confidentiality
        Agreement” means the Confidentiality Agreement dated 

      


      September
        27, 2007 between Seller and Standish Capital, LLC and “Confidentiality
        Agreements” means the Confidentiality Agreement and all similar agreements
        between Seller and parties other than Standish Capital, LLC.


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      


      “Contracts”
        means all of Seller’s contracts, commitments and agreements (including purchase
        orders and sale orders), whether written or oral, relating to the Business,
        including (a) all orders and other agreements for the sale of products or
        services of the Business, (b) all orders and other agreements for the purchase
        or delivery of utilities, inventories, supplies, parts or maintenance services,
        (c) all orders and other agreements for the purchase or leasing of equipment
        (including capital leases) and other personal property, and (d) all leases
        of
        real property.

      


      “Current
        Assets” has the meaning specified in Section 2.3.4(a).

      


      “Current
        Liabilities” has the meaning specified in Section 2.3.4(a).

      


      “Current
        Period” has the meaning specified in Section 2.3.5.

      


      “Disclosure
        Schedule” means the attached Schedule of disclosures and exceptions relating to
        the representations and warranties of Seller and Parent contained in Article
        III
        hereof.

      


      “Encumbrance”
        means any lien, adverse claim, charge or other encumbrance on property, and
        includes any mortgage, deed of trust, pledge, security interest, retention
        of
        title, option, right of first refusal, right of first offer or right to
        purchase.

      


      “Environment”
        means any ambient air, surface water, drinking water, groundwater, land surface,
        subsurface strata, river sediment, natural resources, and real property and
        the
        physical buildings, structures and fixtures thereon, including without
        limitation the sewer, septic and waste treatment, storage or disposal systems
        servicing any Transferred Assets.

      


      “Environmental
        Claim” means any claim, including, but not limited to, any written or oral
        notice, claim, proceeding, effort, endeavor or appeal, made, asserted, alleged,
        brought, or prosecuted by or on behalf of any third party or governmental
        authority, including any employee, former employee or their respective legal
        representatives, heirs, beneficiaries and estates (whether based on negligent
        acts or omissions, statutory liability, or strict liability without fault
        or
        otherwise) arising or alleged to arise from or relating to (i) the presence,
        emission, discharge, disposal, Release or threatened Release of a Hazardous
        Material in or into the Environment, or (ii) any Environmental
        Law.


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      


      “Environmental
        Law” means any federal, state, local or foreign statute, law, ordinance,
        regulation, rule, code, ordinance, administrative interpretation, order,
        writ,
        injunction, decree, demand, judgment, ruling, award, or other requirement
        of any
        government authority legally binding on or with respect to a Person or its
        respective properties, assets, officers, directors, employees, consultants,
        or
        agents, relating to (a) the Environment, including, without limitation,
        pollution, contamination, cleanup, preservation, protection, and reclamation
        of
        the Environment or natural resources; (b) the Release or threatened Release
        of
        any Hazardous Material; or (c) the management of any Hazardous Material,
        including without limitation the manufacture, generation, formulation,
        processing, labeling, distribution, introduction into commerce, use, treatment,
        handling, storage, disposal, transportation, re-use, recycling or reclamation
        of
        any Hazardous Material. Environmental Laws shall include, without limitation,
        the Federal Water Pollution Control Act (33 U.S.C. §1251 et seq., as amended),
        the Comprehensive Environmental Response, Compensation and Liability Act
        (42
        U.S.C. §9601 et seq., as amended), the Resource Conservation and Recovery Act
        (42 U.S.C. §6901 et seq., as amended), the Emergency Planning and Community
        Right-to-Know Act (42 U.S.C. §11001 et seq., as amended), the Toxic Substances
        Control Act (15 U.S.C. §2601 et seq., as amended), the Endangered Species Act
        (16 U.S.C. §1531 et seq., as amended), the Clean Air Act (42 U.S.C. §7401 et
        seq., as amended), the Hazardous Materials Transportation Act (49 U.S.C.
§5101
        et seq., as amended), the Occupational Safety and Health Act (29 U.S.C. 651
§
651 et seq., as amended) and the Oil Pollution Act of 1990 (33 U.S.C. §2701 et
        seq., as amended).

      


      “Environmental
        Permit” means any Permit required under or issued pursuant to any Environmental
        Law.

      


      “ERISA”
        means the Employee Retirement Income Security Act of 1974, as
        amended.

      


      “Estimated
        Closing Date Cash Purchase Price” has the meaning specified in Section
        2.3.4(b).

      


      “Estimated
        Closing Date Working Capital” has the meaning specified in Section
        2.3.4(b).

      


      “Estimated
        Closing Date Working Capital Statement” has the meaning specified in Section
        2.3.4(b).

      


      “Excluded
        Assets” has the meaning specified in Section 2.2. 


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      


      “Facility”
        means Seller’s production facility located on Spring Meadows Road, Duncansville,
        Blair County, Pennsylvania, the land and a portion of the building being
        the
        subject of the Lease.

      


      “Financial
        Statements” has the meaning specified in Section 3.12.

      


      “GAAP”
        has the meaning specified in Section 2.3.4(a).

      


      “Hazardous
        Material” means any substance, including without limitation any pollutant;
        contaminant; chemical; raw material; product, intermediate product or
        by-product; industrial, solid, toxic or hazardous substance, material or
        waste;
        petroleum or any fraction thereof; asbestos or asbestos-containing-material;
        polychlorinated biphenyls; and any other substances, materials or wastes
        which
        are identified or regulated under any Environmental Law.

      


      “Intellectual
        Property” means all of the following, owned, used or licensed by the Seller as
        licensee or licensor (other than licensed software or computer programs which
        were not designed specifically for the Seller and are commercially available
        to
        the public “Commercial Software”): (i) all fictional business names, trademarks
        and service marks (registered or unregistered), trade dress, trade names
        and
        other names and slogans embodying business or product goodwill or indications
        of
        origin, all applications or registrations in any jurisdiction pertaining
        to the
        foregoing and all goodwill associated therewith (collectively “Marks”); (ii)
        patents, patentable inventions, discoveries, improvements, ideas, and all
        applications or registrations in any jurisdiction pertaining to the foregoing,
        including all reissues, continuations, divisions, continuations-in-part,
        renewals or extensions thereof (collectively “Patents”); (iii) trade secrets,
        processes, technology and computer programs, software and databases, know-how,
        including confidential and other non-public information, and the right in
        any
        jurisdiction to limit the use or disclosure thereof (collectively, “Trade
        Secrets”), (iv) copyrights in writings, designs, mask works or other works, and
        registrations or applications for registration of copyrights in any jurisdiction
        (collectively “Copyrights”); (v) licenses relating to any of the foregoing; (vi)
        Internet Web sites, domain names and registrations or applications for
        registration thereof; and (vii) claims or causes of action arising out of
        or
        related to infringement or misappropriation of any of the foregoing.
        Intellectual Property does not include any Marks, Copyrights, Internet Websites,
        domain names and registrations or applications for registrations thereof
        that
        use or employ the name “Wolverine” or “Wolverine Tube” or any variation
        thereof.


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      


      “Inventory”
        means all of Seller’s supplies consumed in the production process, raw
        materials, work in process and finished goods, and all other items of a kind
        and
        character customarily carried as inventory in Seller’s accounts, including such
        items as are in transit, held at premises of others, on order or paid for
        and
        not delivered. Inventory includes scrap, obsolete and slow moving items,
        whether
        or not expensed or written off, but excludes inventory of others, including
        Parent, held on consignment.

      


      “Knowledge”
        means, and words of similar import mean, (a) with respect to Seller or Parent,
        the actual knowledge of Seller’s General Manager, Controller and/or Marketing
        Manager, and/or Parent’s Chief Financial Officer and/or Vice
        President-Fabricated Products, after a review by such individuals of the
        representations and warranties contained in Article III hereof (with the
        advice
        of legal counsel) and reasonable inquiry of the individuals who report directly
        to any of the officers mentioned above regarding the subject matter of the
        applicable representation and warranty, and (b) with respect to Buyer, the
        actual knowledge of Dale A. Buckwalter and/or Robert Carskadden, after a
        review
        by such individuals of the representations and warranties contained in Article
        III and Article IV hereof (with the advice of legal counsel).

      


      “Lease”
        means (i) the Indenture dated July 1, 1957 between Altoona Enterprises, Inc.,
        a
        Pennsylvania non-profit corporation (“AEI”), and Small Tube Products, Inc., a
        Connecticut business corporation (“STPI”), (ii) the Indenture of Lease
        Supplement dated March 11, 1958 between AEI and STPI, (iii) the Assignment
        of
        Lease dated November 14, 1969 from STPI to Tube Corporation, a Delaware
        corporation, (iv) the Second Indenture of Lease Agreement dated May 16, 1984
        between AEI and Small Tube Manufacturing Corporation, a Delaware corporation,
        the successor in interest to Tube Corporation and the Seller’s predecessor in
        interest (“STMC”), and (v) the Memorandum of Lease, Landlord’s Consent and
        Agreement dated April 6, 1989 by and between AEI and STMC.

      


      “Lease
        Assignment” means the Assignment and Acceptance of Lease effective the Closing
        Date, substantially in the form of Exhibit
        C.

      


      “Leased
        Real Property” means all real property occupied by Seller and used in the
        Business under a lease or similar arrangement.

      


      “Litigation”
        has the meaning specified in Section 3.9.

      


      “Loss
        Threshold Amount” has the meaning specified in Section 7.3.2.


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      “Material
        Adverse Effect” means any change in, or effect on, the Transferred Assets or the
        Business as currently operated by Seller that is or could reasonably be expected
        to be materially adverse to the Business taken as a whole or the results
        of
        operations or financial condition of the Transferred Assets or the Business
        taken as a whole, except for any such changes or effects resulting from (i)
        changes in general economic, regulatory or political conditions or changes
        that
        affect the commercial tube industry in general, (ii) changes in laws, rules
        or
        regulations that affect the commercial tube industry in general, (iii) this
        Agreement or the transactions contemplated hereby or the announcement hereof,
        or
        (iv) changes solely due to or solely resulting from or arising out of any
        action
        or inaction by Buyer.

      


      “Material
        Contract” has the meaning specified in Section 3.5. 

      


      “Natural
        Resource Claim” means all claims asserted by a trustee of natural resources
        under CERCLA.

      


      “Non-Assigned
        Contracts” has the meaning specified in Section 2.7. 

      


      “Non-limited
        Claims” has the meaning specified in Section 7.3.2.

      


      “Owned
        Real Property” means all real property owned by Seller. 

      


      “Permit”
        means any permit, approval, identification number, license, or other
        authorization required under or issued pursuant to any Applicable Legal
        Requirement.

      


      “Permitted
        Encumbrances” means (i) inchoate liens for Taxes not yet due, (ii) Encumbrances
        created by Buyer, (iii) interests of licensors or lessors of Intellectual
        Property or Personal Property licensed or leased to Seller, (iv) Encumbrances
        set forth on Schedule
        1.1(b)
        hereto,
        and (v) such minor imperfections of title which individually or in the aggregate
        are not substantial and do not materially detract from the value or impair
        the
        use of the Transferred Assets, or the operation of the Business as currently
        operated.

      


      “Person”
        means any individual, partnership, firm, corporation, association, trust,
        limited liability company, unincorporated organization, governmental authority
        or other entity.

      


      “Personal
        Property” means all machinery, equipment, vehicles, computer hardware, tools,
        dies, furniture, fixtures, supplies, product displays and other tangible
        personal property (other than Inventory) owned or held under lease or other
        consensual arrangement by Seller.

      


      “Plan”
        and “Plans” have the meanings specified in Section 3.14.2.

      


      “Preliminary
        Price Adjustment Amount” has the meaning specified in Section
        2.3.4(b).


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      


      “Purchased
        Accounts Receivable” means all Accounts Receivable arising as of or prior to the
        Closing Date that remain unpaid in whole or in part as of the Closing
        Date.

      


      “Purchase
        Price” has the meaning specified in Section 2.3.1.

      


      “Receivables
        Agreement” means (i) the Release and Reconveyance of Specific Receivables and
        (ii) the related Agreement Relating to Receivables Sale Agreement and
        Receivables Purchase Agreement between Buyer and Wachovia Bank, National
        Association, in the forms attached hereto as Exhibit
        E.

      


      “Related
        Agreements” means this Agreement and any and all documents and agreements
        entered into in connection herewith, including, without limitation, the Lease
        Assignment, the Receivables Agreement and the Transition Services
        Agreement.

      


      “Release”
        means any spilling, leaking, emitting, discharging, depositing, escaping,
        leaching, dumping or other releasing into the Environment, whether intentional
        or unintentional.

      


      “Remedial
        Action” means (a) any investigation, prevention, containment, removal, response,
        monitoring, treatment, neutralizing, isolation, remediation, or abatement
        of any
        Hazardous Materials or threatened Release of Hazardous Materials into the
        Environment and the assessment and mitigation of risks and/or restoration
        of any
        harm arising therefrom, including, but not limited to, harm to natural
        resources, (b) claims and litigation related to the conduct of the remediation
        and (c) claims for contribution or cost recovery in connection with any
        remediation.

      


      “Retained
        Liabilities” means all liabilities and obligations of Seller and/or Parent that
        are not Assumed Liabilities and include:

      


      (a) all
        indebtedness for borrowed money and all other indebtedness of Seller not
        specifically included in the Assumed Contracts, but excluding trade accounts
        payable arising in the ordinary course of the Business prior to the Closing
        Date;

      


      (b) all
        Taxes
        relating to the conduct of the Business prior to the Closing Date and, except
        as
        provided in Section 5.4, Taxes payable in respect of the sale of the Transferred
        Assets pursuant to this Agreement;

      


      (c) all
        wages
        and salaries of Employees due and payable as of the Closing Date, or in respect
        of periods prior to the Closing Date whether or not due and payable as of
        the
        Closing Date, and, except for those obligations for Seller-Related Compensatory
        Arrangements specified on Schedule
        5.2
        hereto
        as the responsibility of Buyer, any bonus, incentive, severance or similar
        obligations with respect to Employees, including, without limitation, the
        Seller-Related Compensatory Arrangements that are not specified on Schedule
        5.2
        hereto
        as the responsibility of Buyer;


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      


      (d) all
        self-insured obligations, including, without limitation, obligations with
        respect to workers’ compensation and medical or health benefits, except for
        those obligations specified on Schedule
        5.2
        hereto
        as the responsibility of Buyer;

      


      (e) all
        payroll Taxes, social security taxes and disability and unemployment Taxes
        in
        respect of periods prior to the Closing Date;

      


      (f) all
        obligations to make contributions to or to make payments from or provide
        benefits under any Plan or Plans;

      


      (g) all
        amounts payable by or on behalf of Seller or Parent or any of their Affiliates
        in respect of the transactions contemplated by this Agreement, including
        legal
        fees and expenses, accounting fees and expenses and amounts payable to brokers,
        finders or financial advisors; and

      


      (h) all
        liabilities and obligations required by GAAP to be included, but which are
        not
        included, on the Closing Balance Sheet, other than those liabilities and
        obligations that have been incurred or accrued after the date of the Closing
        Balance Sheet and that are included in the Assumed Liabilities.

      


      “Seller”
        has the meaning specified in the first paragraph.

      


      “Seller
        Loss” and “Seller Losses” have the meanings specified in Section
        7.2.

      


      “Seller
        Parties” has the meaning specified in Section 7.2.

      


      “Seller-Related
        Compensatory Arrangements” means the bonus, incentive and severance arrangements
        referenced in memoranda dated January 12, 2008 from John Van Gerwen to the
        Employees named in such memoranda; as updated by the supplemental memoranda
        dated February 27, 2008.

      


      “Subsidiary”
        means, with respect to any Person, (i) a corporation a majority of whose
        capital
        stock with voting power, under ordinary circumstances, to elect directors
        is at
        the time, directly or indirectly, owned by such Person, by such Person and
        one
        or more Subsidiaries of such Person or by one or more Subsidiaries of such
        Person or (ii) any other Person (other than a corporation) in which such
        Person,
        one or more Subsidiaries of such Person, or such Person and one or more
        Subsidiaries of such Person directly or indirectly, at the date of determination
        thereof have at least a majority ownership interest.


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      


      “Targeted
        Working Capital” has the meaning specified in Section 2.3.4(b).

      


      “Taxes”
        means all taxes and similar levies and assessments imposed by a governmental
        authority, including without limitation, income, gross receipts, sales, use,
        transfer, business and occupation, franchise, real and personal property,
        withholding, payroll and value added taxes.

      


      “Transferred
        Assets” has the meaning specified in Section 2.1.

      


      “Transferred
        Employees” has the meaning specified in Section 5.2.

      


      “Transition
        Services Agreement” has the meaning specified in Section 2.6.2(c).  “Working
        Capital” has the meaning specified in Section 2.3.4(a).

      


      “Working
        Capital Referee” has the meaning specified in Section 2.3.4(c).

      


      “Working
        Capital Calculation Statement” has the meaning specified in Section
        2.3.4(b).

       

      II. SALE
        AND PURCHASE

       

      2.1 Sale
        and Purchase of Assets.
        Subject
        to the terms and conditions of this Agreement, at the Closing, (i) Seller
        has
        sold, conveyed, transferred, assigned and delivered to Buyer, free and clear
        of
        any and all Encumbrances, except Permitted Encumbrances, and Buyer has purchased
        from Seller, all of the Transferred Assets owned by Seller and all of Seller’s
        right, title and interest in and to those Transferred Assets that Seller
        has the
        right to use under leases, licenses or other consensual arrangements, and
        (ii)
        Buyer has assumed the Assumed Liabilities. For purposes of this Agreement,
        "Transferred Assets" means all of the property and assets, personal or mixed,
        tangible or intangible, of every kind and description, wherever located of
        Seller that are used, intended to be used or useable in the Business, including,
        without limitation, the following property and assets, but excluding the
        Excluded Assets:

      


      (a) all
        Personal Property;

      


      (b) all
        Inventory;

      


      (c) all
        Purchased Accounts Receivable;

      


      (d) all
        Books
        and Records;

      


      (e) all
        prepaid expenses, if any, with respect to assets being sold under this
        Agreement;

      


      (f) all
        Intellectual Property and the goodwill associated therewith;


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      


      (g) all
        transferable Permits (including all Environmental Permits);

      


      (h) all
        transferable Commercial Software;

      


      (i) the
        Assumed Contracts;

      


      (j) the
        Leased Real Property;

      


      (k) the
        Owned
        Real Property;

      


      (l) all
        of
        Seller’s rights, claims, credits, causes of action and rights of setoff against
        third parties relating to the Business, including, without limitation, rights
        against manufacturers and vendors with respect to any Personal Property or
        Inventory;

      


      (m) all
        transferable bonds or deposits with any governmental authority, utility or
        other
        third party relating to the Business; 

      


      (n) all
        rights to the names “Small Tube Manufacturing LCC” and “Small Tube Products” and
        all variations thereof; 

      


      (o) Seller’s
        rights under all Confidentiality Agreements that have been executed by parties
        other than Standish Capital, LLC; and

      


      (p) all
        other
        rights of Seller to engage in, pursue and operate the Business on and after
        the
        Closing Date.

      


      To
        the
        extent that the Transferred Assets consist of written documents (including
        microfilms and computer files) which are necessary for Seller’s records, Seller
        may either deliver to Buyer a duplicate copy of such documents and retain
        the
        original or deliver to Buyer the original of such documents and retain a
        duplicate copy; provided however, that Seller shall deliver the original
        of any
        such document when delivery of the original is necessary to effectuate the
        transfer or Buyer’s use and enjoyment of any Transferred Asset.

      


      2.2 Excluded
        Assets.
        Anything herein to the contrary notwithstanding, the Transferred Assets shall
        not include the following (the "Excluded Assets"):

      


      (a) all
        cash
        in hand, cash equivalents, investments and bank accounts as of the Closing
        Date;

      


      (b) all
        notes
        receivable, negotiable instruments and chattel paper as of the Closing Date,
        except those, if any, that evidence any Purchased Accounts Receivable or
        payment
        obligations thereunder;


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      (c) refunds
        or claims for refunds due from federal, state, local and foreign taxing
        authorities with respect to Taxes paid or to be paid by Seller with respect
        to
        events occurring before the Closing Date;

      


      (d) prepaid
        expenses, if any, with respect to assets not being sold under this
        Agreement;

      


      (e) insurance
        policies;

      


      (f) rights
        of
        indemnification, insurance proceeds, claims against insurers, and similar
        rights
        relating to insurance with respect to which Seller discharged any liability
        prior to the Closing Date or will remain liable thereunder;

      


      (g) Seller’s
        rights
        under this Agreement;

      


      (h) Seller’s
        organizational documents and agreements, minute and limited liability company
        record books and seal;

      


      (i) Seller’s
        Tax
        ledgers, Tax journals and Tax returns;

      


      (j) all
        Plans
        maintained by Seller and/or Parent for any of their employees, and all assets
        of
        such Plans or otherwise relating to any benefits provided for such
        employees;

      


      (k) the
        assets identified on Schedule
        2.2(k);
        and

      


      (l)
         any
        Marks, Copyrights Internet Websites, domain names and registrations or
        applications for registrations thereof that use or employ the name "Wolverine"
        or “Wolverine Tube” or any variation thereof.

      


      2.3 Purchase
        Price; Adjustment.

      


      2.3.1 Determination
        and Payment.
        The
        consideration paid by Buyer for the Transferred Assets is (i) $25,000,000.00
        (the "Closing Date Cash Purchase Price"), as adjusted pursuant to Section
        2.3.4
        (as so adjusted, the “Purchase Price”) and (ii) the assumption of the Assumed
        Liabilities.

      


      2.3.2
         Closing
        Date Cash Payment.
        The
        Closing Date Cash Purchase Price payable at Closing is being paid in immediately
        available funds at Closing as follows:

      


      (a) the
        amount of $23,800,000.00, less the amount paid on Seller’s behalf pursuant to
        Section 2.3.2(c), is being paid by wire transfer to an account that has been
        designated by Seller at least three Business Days prior to the
        Closing;


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      


      (b) the
        amount of $1,200,000.00, plus $500,000.00, is being paid by deposit in an
        escrow
        account with Mellon Bank (the “Escrow Agent”) pursuant to an Escrow Agreement
        substantially in the form of Exhibit
        A
        attached
        hereto (the “Escrow Agreement”); and

      


      (c) Buyer
        is
        paying, on behalf of Seller, Seller’s portion of the Tax prorations determined
        as of the Closing Date pursuant to Section 2.3.5.

      


      2.3.3
         Allocation.
        The
        Purchase Price and the Assumed Liabilities will be allocated among the
        Transferred Assets by Buyer and Seller in accordance with the allocation
        agreed
        upon by Buyer and Seller prior to Closing, which allocation is or will be
        attached hereto as Schedule
        2.3.3.
        The
        parties agree that the form of the transaction, and the consideration therefor,
        provided for in this Agreement were arrived at on the basis of arm's-length
        negotiation between the parties and, to the extent permitted by applicable
        law,
        that they will report the federal, state and local and other Tax consequences
        of
        the purchase and sale hereunder (including, without limitation, in filings
        on
        Internal Revenue Service Form 8594) in a manner consistent with such allocation
        and that they will not take any position inconsistent therewith in connection
        with any Tax return, refund claim, litigation or otherwise.

      


      2.3.4 Purchase
        Price Adjustment.

      


      (a) For
        purposes of this Agreement, (i) "Working Capital" means the amount, if any,
        by
        which the aggregate of Current Assets exceeds the aggregate of Current
        Liabilities; (ii) "Current Assets" means all current assets of the Business
        that
        are included in the Transferred Assets determined in accordance with generally
        accepted accounting principles consistently applied ("GAAP"); and (iii) "Current
        Liabilities" means the current liabilities of the Business that are included
        in
        the Assumed Liabilities determined in accordance with GAAP.

      


      (b) Seller
        and Buyer have mutually agreed to a pro-forma Working Capital amount of
        $13,100,000.00 (“Targeted Working Capital”). Schedule
        2.3.4(b)
        hereto
        sets forth (i) the calculation and format of the Targeted Working Capital,
        and
        (ii) an unaudited statement of Working Capital (the "Estimated Closing Date
        Working Capital Statement") containing Seller’s good faith estimate of Working
        Capital as of the Closing Date (the "Estimated Closing Date Working Capital").
        The Estimated Closing Date Working Capital Statement has been prepared and
        the
        Estimated Closing Date Working Capital has been determined in a manner
        consistent with the presentation of current assets and current liabilities
        shown
        on the balance sheets included in the Annual Financial Statements, the Interim
        Financial Statements and the Closing Balance Sheet and the definition of
        Working
        Capital in Section 2.3.4(a). Based on the Estimated Closing Date Working
        Capital
        (as shown on the Estimated Closing Date Working Capital Statement), the Closing
        Date Cash Purchase Price has been provisionally increased by Three Million
        Ninety-Eight Thousand Eight Hundred Sixty-Eight and No/100 Dollars
        ($3,098,868.00) to an amount of Twenty Eight Million Ninety Eight Thousand
        Eight
        Hundred Sixty Eight and No/100 Dollars ($28,098,868.00), subject to final
        adjustment pursuant to Sections 2.3.4(c) through 2.3.4(f) The amount of
        provisional increase is herein referred to as the “Preliminary Purchase Price
        Adjustment Amount.”


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      


      (c) Within
        45
        days after the Closing Date, Buyer shall deliver to Seller a statement (the
        “Closing Statement”) of Working Capital as at the Closing Date (the “Closing
        Date Working Capital”). The Closing Statement shall be prepared and the Closing
        Date Working Capital shall be determined in a manner consistent with the
        Estimated Closing Date Working Capital Statement and the Estimated Closing
        Date
        Working Capital, respectively (assuming the consistency requirements expressed
        in Section 2.3.4(b) were satisfied). Seller will cooperate with Buyer in
        the
        preparation of the Closing Statement.

      


      (d) In
        the
        event Seller disputes any matter or matters on the Closing Statement, Seller
        may
        within thirty (30) days after the delivery of the Closing Statement notify
        Buyer
        of such dispute in a writing setting forth in reasonable detail the nature
        of
        such dispute and the facts upon which it is based, together with the application
        or treatment proposed by Seller and the reasons supporting the use of such
        application or treatment rather than that used by Buyer. Buyer shall respond
        to
        such notice from Seller in writing within thirty (30) days after receipt
        thereof. If no such notice is given by Seller within the time specified,
        the
        Closing Statement shall be deemed accepted by Seller.

      


      (e) If
        the
        parties have not resolved all matters in dispute relating to the Closing
        Statement within thirty (30) days after Buyer’s receipt of such notice from
        Seller, either party may notify the other in writing that it elects to submit
        all remaining issue(s) to resolution by a neutral accounting firm of national
        reputation. Each party hereby irrevocably waives any right to commence
        litigation in any jurisdiction or to seek indemnification under Article VII
        of
        this Agreement solely on the basis of any dispute under the provisions of
        this
        Section 2.3.4. Within ten (10) days after receipt of such notice of election
        by
        either party, the parties shall agree upon the selection of a neutral accounting
        firm or, if they are unable to agree, each party shall submit the names of
        two
        neutral accounting firms and a neutral accounting firm shall be selected
        at
        random from among them. An accounting firm shall be considered neutral if
        it has
        not within the past three years performed and does not currently perform
        or
        contemplate performing any accounting, consulting or other services for either
        of the parties and/or their respective Affiliates. The neutral accounting
        firm
        selected in accordance with the provisions of this Section 2.3.4(e) is herein
        referred to as the “Working Capital Referee.”


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      


      (f) The
        Working Capital Referee shall review the disputed matters and render a
        determination with respect to each of those (but only those) disputed matters,
        which determination will be (i) in writing, (ii) made in accordance with
        GAAP
        and the consistency requirements expressed in Sections 2.3.4(b) and 2.3.4(c)
        and
        (iii) furnished to Buyer and Seller. In making such determination, the Working
        Capital Referee (A) shall act as an expert in accounting and not as a mediator
        or arbitrator and (B) shall limit its determination to the matters in dispute
        and whether and to what extent, if any, adjustments are required to be made
        to
        the Closing Statement, and/or the Closing Date Working Capital (as set forth
        in
        the Closing Statement). Except as provided in this Section 2.3.4(f), the
        Working
        Capital Referee shall not be required to follow any particular rules of
        procedure, it being the intention of the parties to create a feasible, practical
        and expeditious method for resolving any disagreement hereunder. The decision
        of
        the Working Capital Referee shall be final and binding and shall not be subject
        to review or challenge of any kind; provided however, that the decision of
        the
        Working Capital Referee shall be enforceable in accordance with Section 8.14.
        The fees and expenses of the Working Capital Referee shall be borne equally
        by
        Buyer and Seller.

      


      (g) The
        total
        amount payable by Buyer to Seller as the Purchase Price is $25,000,000.00
        plus
        or minus the amount by which the Closing Date Working Capital (as finally
        determined pursuant to the provisions of this Section 2.3.4) exceeds or is less
        than the Targeted Working Capital. If the Closing Date Working Capital exceeds
        the Targeted Working Capital, the excess shall be paid by Buyer to Seller.
        If
        the Targeted Working Capital exceeds the Closing Date Working Capital, the
        excess shall be paid by Seller to Buyer. The amount placed in escrow pursuant
        to
        Section 2.3.4(b), if any, shall be released to Buyer and/or Seller as
        appropriate to give effect to the foregoing. Any payment due from Seller
        or
        Buyer pursuant to the provisions of this Section 2.3.4 shall be made within
        five
        Business Days after Seller’s written notification to Buyer of Seller’s
        acceptance of the Closing Statement, within ten Business Days after Seller
        is
        deemed to have accepted the Closing Statement pursuant to the last sentence
        of
        Section 2.3.4(d) or within ten Business Days after the final determination
        by
        the Working Capital Referee of any disputed matters pursuant to Section
        2.3.4(f). If some or all of the Preliminary Purchase Price Adjustment Amount
        was
        placed in escrow pursuant to Section 2.3.4(b)(i), concurrently with such
        payment
        Buyer and Seller shall execute the joint written instructions contemplated
        by
        Section 3.3(a) of the Escrow Agreement for the disbursement of the amount
        placed
        in escrow in conformity with this Section 2.3.4(g). 


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      


      2.3.5 Proration
        of Certain Taxes.
        Real
        property Taxes (or payments in lieu thereof) water and personal property
        and
        other ad valorem Taxes, if any, of Seller related to the Transferred Assets
        shall be allocated between Buyer and Seller on the basis of a daily proration
        and the net amount owing from Buyer to Seller or from Seller to Buyer on
        account
        of such proration, shall be paid at Closing. If an assessment for the period
        that includes the Closing Date (the "Current Period") has not been made by
        the
        time that payment is due under the preceding sentence, a tentative payment
        shall
        be made at that time based on the assessment for the immediately preceding
        tax
        period, and Buyer or Seller, as the case may be, shall make an appropriate
        adjusting payment within 10 days following receipt of the assessment for
        the
        Current Period. 

      


      2.4 Assumed
        Liabilities.
        Effective as of the Closing, Buyer hereby assumes the Assumed Liabilities.
        Buyer
        agrees and covenants to timely pay, perform and discharge the Assumed
        Liabilities as and when the same become due and payable.

      


      2.5 Retained
        Liabilities.
        Notwithstanding any provision of this Agreement or any conveyance instrument
        executed pursuant hereto to the contrary, Seller understands and acknowledges
        that Buyer is assuming only the Assumed Liabilities and is not assuming any
        Retained Liabilities and Seller agrees and covenants to timely pay, perform
        and
        discharge the Retained Liabilities as and when the same become due and
        payable.

      


      2.6 Closing.

      


      2.6.1 Time
        and Place.
        The
        closing of the transactions contemplated hereby (the "Closing") it taking
        place
        at the offices of Balch & Bingham LLP (legal counsel to Parent and Seller),
        1901 Sixth Avenue North, Suite 2600, Birmingham, Alabama 35203 and the offices
        of Eckert Seamans Cherin & Mellott, LLC (legal counsel to Buyer), 600 Grant
        Street, 42nd
        Floor,
        Pittsburgh, PA 152119 at 11:00 a.m., central time, on February 29, 2008 (the
        "Closing Date").


      
        
          
          

        

        
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      2.6.2 Seller's
        Deliveries at Closing.
        At the
        Closing, Seller has delivered to Buyer:

      


      (a) the
        Bill
        of Sale and Assignment and Assumption Agreement, dated the Closing Date,
        substantially in the form attached hereto as Exhibit
        B
        (the
        "Bill of Sale and Assignment and Assumption");

      


      (b) the
        Lease
        Assignment and such other assignments and other instruments of conveyance
        as may
        be necessary to convey the Owned Real Property and Seller’s interest in the
        Leased Real Property to Buyer, free and clear of all Encumbrances except
        Permitted Encumbrances, duly witnessed and attested for recording in the
        Commonwealth of Pennsylvania;

      


      (c) duly
        executed counterparts of the Transition Services Agreement substantially
        in the
        form attached hereto as Exhibit
        D
        (the
        "Transition Services Agreement").

      


      (d) duly
        executed counterparts of the Receivables Agreement;

      


      (e) an
        affidavit pursuant to 26 U.S.C.A. §1445 that Seller is not a foreign entity in
        the form prescribed by Regulation section 1.445 5(b)(3)(ii)(D)(2); 

      


      (f) an
        officer's certificate(s) of Seller and Parent as to (i) organizational matters
        of Seller, (ii) incumbency of Seller's and Parent’s officers, and (iii)
        requisite Seller Parent authorizations to enter into this Agreement and the
        other Related Agreements and consummate the transactions contemplated hereby
        and
        thereby;

      


      (g) such
        other certificates, instruments and documents, if any, as are reasonably
        necessary to give effect to the transactions contemplated by this Agreement
        and
        other Related Agreements; and

      


      (h) an
        acknowledgement by Parent, Seller and Buyer that, except for those items,
        if
        any, identified therein to be satisfied after the Closing, all conditions
        to the
        Closing have been satisfied or waived by Parent, Seller and Buyer.

      


      2.6.3 Buyer's
        Deliveries at Closing.
        At the
        Closing, Buyer has delivered to Seller:

      


      (a) by
        wire
        transfer, the Closing Date Cash Payment, payable as specified in Section
        2.3.2(a) hereof;


      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      


      (b) the
        Bill
        of Sale and Assignment and Assumption Agreement;

      


      (c) the
        Lease
        Assignment;

      


      (d) duly
        executed counterparts of the Transition Services Agreement;

      


      (e)
         a
        duly
        executed counterpart of the letter agreement referenced in the definition
        of
        Receivables Agreement;

      


      (f) an
        officer's certificate of Buyer as to (i) organizational matters of Buyer,
        (ii)
        incumbency of Buyer's officers, and (iii) requisite Buyer authorization to
        enter
        into this Agreement and the other Related Agreements and consummate the
        transactions contemplated hereby and thereby;

      


      (g) such
        other certificates, instruments and documents, if any, as are reasonably
        necessary to give effect to the transactions contemplated by this Agreement
        and
        the other Related Agreements; and

      


      (h) an
        acknowledgement by Parent, Seller and Buyer that, except for those items,
        if
        any, identified therein to be satisfied after the Closing, all conditions
        to the
        Closing have been satisfied or waived by Parent, Seller and Buyer.

      


      2.7 Nonassignable
        Contracts and Leases.
        In the
        case of any contracts, commitments or, other agreements relating to the Business
        to which Seller is a party which by their terms or by virtue of their subject
        matter are not assignable to Buyer and which are not designated as Excluded
        Assets (collectively, the "Non-Assigned Contracts"), Seller agrees to use
        commercially reasonable efforts to obtain, as soon as is reasonably practicable
        following the date hereof, any written consents necessary to convey to Buyer
        the
        benefit thereof, it being understood that such commercially reasonable efforts
        shall not include any requirement to commence litigation or offer or grant
        any
        financial accommodations to any third party or to remain secondarily liable
        with
        respect to any such Non-Assigned Contract. With respect to Non-Assigned
        Contracts for which any required consents have not been obtained by the Closing
        Date, Seller agrees to use commercially reasonable efforts to cooperate with
        Buyer so that Buyer can obtain the benefits of such Non-Assigned Contracts,
        it
        being understood that such efforts shall not include any requirement to commence
        litigation or offer or grant any financial accommodations or to remain
        secondarily liable with respect to any Non-Assigned Contract. Nothing in
        this
        Agreement shall be construed as an attempt or an agreement to assign or cause
        the assignment of any Non-Assigned Contract included in the Transferred Assets
        which is not assignable without the consent of the other party or parties
        thereto, unless such consent shall have been given, or as to which all the
        remedies for the enforcement thereof enjoyed by Seller would not, as a matter
        of
        law, pass to Buyer as an incident of the assignments provided by this
        Agreement.


      
        
          
          

        

        
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      Section
        2.8 Hedging
        Agreement.
        As it
        relates to Seller’s metal derivative position as of February 29, 2008, Seller
        and Buyer agree that all amounts set forth below are estimates and final
        amounts
        will be determined upon completion of the following:

      


      (a) Seller
        will transfer to Buyer approximately 600,000 pounds of short positions.


      


      (b) Seller
        will transfer to Buyer its long derivative position used to firm customer
        metal
        prices in the amount of 950,000 pounds to the Buyer’s over the counter options
        trading account at PB Financial Services, Inc. 

      


      (c) Seller
        will close its future metal sales contract of 557,000 pounds.

      


      (d) Seller
        will assist Buyer in establishing a derivative position needed in the operation
        of Buyer’s business.

      


      Any
        gain
        or losses resulting from the settlement of the above transactions will be
        calculated as of the Closing and will be settled between the Seller and the
        Buyer fifteen (15) days thereafter.

      


      Schedule
        2.8,
        based
        on current assumptions, contains the details of the transaction. It is
        anticipated these transactions will be finalized on Monday, March 3, 2008,
        at
        which time all of the hedge transaction numbers will be finalized.

      


      III. REPRESENTATIONS
        AND WARRANTIES OF SELLER AND PARENT

       

      Except
        as
        disclosed on the Disclosure Schedule bearing a number corresponding to the
        applicable Section of this Article III and subject to provisions of Section
        7.3
        hereof, Seller and Parent hereby represent and warrant to Buyer as
        follows:

      


      3.1 Corporate
        Existence; Subsidiaries and Affiliates.
        Seller
        is a limited liability company duly organized, validly existing and in good
        standing under the laws of the State of Delaware. Seller has the requisite
        power
        and authority to enter into and perform its obligations under this Agreement
        and
        the Related Agreements. Seller has full limited liability company power and
        authority to conduct its business as it is now being conducted, and to own
        or
        use the properties and assets that it purports to own or use. Seller is duly
        qualified to do business as a foreign limited liability company under the
        laws
        of each state or other jurisdiction in which either the ownership or use
        of the
        properties owned or used by it, or the nature of the activities conducted
        by it,
        requires such qualification, except where the failure to be so qualified
        would
        not have a Material Adverse Effect. Seller is a wholly owned Subsidiary of
        Parent. Seller has no Subsidiaries.


      
        
          
          

        

        
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      3.2 Authorization
        and Validity of Agreement.
        The
        execution, delivery and performance by Seller of this Agreement and the other
        Related Agreements have been duly authorized by all necessary limited liability
        company action and corporate action, as the case may be. This Agreement and
        the
        other Related Agreements have been duly and validly executed and delivered
        by
        Seller and Parent and constitute valid and binding obligations enforceable
        against Seller and Parent in accordance with their respective terms, except
        to
        the extent that such enforceability (i) may be limited by bankruptcy,
        insolvency, reorganization, moratorium or other similar laws relating to
        creditors' rights generally, or (ii) is subject to general principles of
        equity.

      


      3.3 No
        Contravention.
        The
        execution, delivery and performance by Seller and Parent of this Agreement
        and
        the other Related Agreements to which it is a party and the consummation
        by
        Seller and Parent of the transactions contemplated on its part hereby and
        thereby will not (i) violate any provision of law, rule or regulation to
        which
        Seller or Parent is subject, (ii) violate any order, judgment or decree
        applicable to Seller or Parent, or (iii) conflict with, or result in a breach
        or
        default under, any term or condition of the certificate of formation or limited
        liability company agreement of Seller or the certificate of incorporation
        or
        by-laws of Parent, or any agreement or other instrument to which Seller or
        Parent is a party or by which Seller or Parent is bound; except, in each
        case,
        for violations, conflicts, breaches or defaults which individually or in
        the
        aggregate would not materially hinder or impair the consummation of the
        transactions contemplated hereby or Buyer’s use and enjoyment of the Transferred
        Assets and conduct of the Business after the Closing as currently conducted
        by
        Seller or would not have a Material Adverse Effect.

      


      3.4 Transferred
        Assets.
        Seller
        has good and marketable title to, or has valid leasehold interests in, or
        licenses for, all of the Transferred Assets, free of all Encumbrances other
        than
        Permitted Encumbrances. The Transferred Assets include all assets, rights
        and
        properties of any kind that are material to or necessary for the Business
        as it
        is now being conducted. To Seller’s knowledge, all machinery, equipment and
        other tangible assets included in the Personal Property have been maintained
        in
        accordance with normal industry practice, are in good operating condition
        and
        repair, subject to normal wear and tear, and are suitable for the purposes
        for
        which they are presently used by Seller.


      
        
          
          

        

        
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      3.5 Material
        Contracts.
        Section
        3.5
        of the
        Disclosure Schedule contains a list of each Contract that is a Material Contract
        as of the date of this Agreement. A Material Contract is any Contract, or
        two or
        more related Contracts (including any and all amendments thereto) to which
        Seller is a party or by which Seller or any of its properties or assets may
        be
        bound that:

      


      (a) involves
        performance of services or delivery of goods or materials by Seller of an
        amount
        or value in excess of $25,000.00;

      


      (b) involves
        performance of services for Seller or delivery of goods or materials to Seller
        of an amount or value in excess of $25,000.00;

      


      (c) was
        not
        entered into in the ordinary course of business and involves expenditures
        or
        receipts of Seller in excess of $10,000.00; or

      


      (d) provides
        for capital expenditures in excess of $25,000.00.

      


      Each
        of
        the Material Contracts is in full force and effect and is valid and enforceable
        in accordance with its terms as of the date hereof, and Seller is in material
        compliance with all applicable terms of each Material Contract as of the
        date
        hereof. Seller has not given to or received from any other party to any Material
        Contract any notice or other written or, to Seller's Knowledge, oral
        communication regarding any actual or alleged breach of or default under
        any
        Material Contract as of the date hereof.

      


      3.6 Inventories.
        All
        Inventories included in the Transferred Assets have been produced or purchased
        in the ordinary course of Seller's conduct of the Business and in material
        compliance with Seller's applicable quality control procedures. All Inventory,
        whether or not reflected in the Financial Statements, consists of a quality
        and
        quantity usable and/or salable in the ordinary course of business, except
        for
        obsolete items and items of below-standard quality, all of which have been
        written off or written down to net realizable value in the Financial Statements.
        All Inventory not written off has been priced at the lower of cost or market
        on
        a first in, first out basis. The quantities of each item of Inventory (whether
        raw materials, work in process or finished goods) are reasonable based on
        Seller’s experience in the conduct of the Business.


      
        
          
          

        

        
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      3.7 Real
        Property.
        Section
        3.7
        of the
        Disclosure Schedule (a) identifies by parcel or other distinct unit, all
        real
        property used in the operation of the Business, and (b) as to each parcel
        or
        other distinct unit, states whether such property is Owned Real Property
        or
        Leased Real Property, the address (including state, county and municipality)
        and
        any recording information (e.g., deed book and page). The Seller has good
        and
        marketable title to each parcel or unit comprising the Owned Real Property
        and a
        valid leasehold interest in each parcel or unit comprising the Leased Real
        Property, in each case free of all Encumbrances other than Permitted
        Encumbrances.

      


      3.8 Permits.
        Except
        with regard to Environmental Permits, as to which Seller's sole representations
        and warranties are set forth in Section 3.16, Seller has obtained, and is
        in
        compliance with, all Permits necessary to operate the Business and the
        Transferred Assets as currently operated by Seller except where the failure
        to
        obtain or comply with a Permit would not have a Material Adverse Effect.
        Section
        3.8
        of the
        Disclosure Schedule lists all Permits, other than Environmental Permits,
        held by
        Seller that are material to the conduct of the Business. Seller has maintained
        all such Permits in good standing, and, to Seller's Knowledge, there does
        not
        exist any circumstance or fact which would subject such Permits to suspension,
        revocation or termination.

      


      3.9 Litigation.
        There
        is no legal, administrative or other action, proceeding or, to Seller's
        Knowledge, governmental investigation ("Litigation") pending or, to Seller's
        Knowledge, threatened (i) against Seller with respect to the Business or
        the
        Transferred Assets as of the date of this Agreement, or (ii) which seeks
        to
        prevent delay or otherwise interfere with, or obtain damages in respect of
        the
        consummation of, the transactions contemplated hereby. As to Litigation
        involving Environmental laws, if any, Seller’s sole representations or
        warranties are contained in Section 3.16.

      


      3.10
         Compliance
        with Laws.
        Seller
        is in compliance with all laws, rules, regulations, ordinances, judgments,
        injunctions, orders, decrees and Permits applicable to the Business, excluding,
        however, any non-compliance which would not be reasonably expected to have
        a
        Material Adverse Effect, and excluding for the purposes of this Section 3.10
        Environmental Laws as to which Seller's sole representations or warranties
        are
        set forth in Section 3.16.

      


      3.11 Consents.
        No
        consent, approval or authorization of, or exemption by, or declaration,
        registration or filing with, any governmental or regulatory authority or
        any
        other Person is required to be obtained or made by Seller or Parent in
        connection with the execution, delivery and performance by Seller or Parent
        of
        this Agreement or the taking by Seller or Parent of any other action
        contemplated hereby.


      
        
          
          

        

        
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      3.12 Financial
        Statements.
        Seller
        has provided Buyer with (a) the balance sheets of Seller as of December 31, 2006
        and as of December 31, 2007, and the income statements of Seller for the
        year
        ended December 31, 2006 and for the year ended December 31, 2007 (the "Annual
        Financial Statements"), (b) the balance sheet of Seller as of January 31,
        2008,
        and the income statement of Seller for the period ended January
        31, 2008
        (the
        "Interim Financial Statements") and (c) the Closing Balance Sheet (collectively
        with the Annual Financial Statements and the Interim Financial Statements,
        the
        "Financial Statements"). The Financial Statements are derived from the books
        and
        records of Seller and present fairly, in all material respects, the financial
        position of Seller at the periods indicated, and the results of its operations
        for the periods then ended in conformity with GAAP, provided that the Interim
        Financial Statements and the Closing Balance Sheet are subject to normal
        year
        end adjustments. 

      


      3.13 Intellectual
        Property.
        Seller
        does not own or hold any Patents. Section
        3.13
        of the
        Disclosure Schedule lists all Marks and Copyrights owned or held by Seller.
        Seller has the exclusive right to use those Marks and Copyrights and to convey
        them to Buyer free and clear of any Encumbrances. Seller has a valid license
        to
        use, and to make and sell all products derived from the use of, all Patents
        employed in the operation of the Business. Section
        3.13
        of the
        Disclosure Schedule lists each item of Commercial Software used in the Business.
        To the Knowledge of Seller and Parent, Seller, in connection with its operation
        of the Business, is currently not infringing on any Patents, Marks or Copyrights
        of others in the operation of the Business and Seller has not received any
        written or, to Seller's Knowledge, oral notice alleging any such infringement.
        Seller has no Knowledge of any infringement by any third party on any Patents,
        Marks or Copyrights used in the operation of the Business.

      


      3.14 Employee
        Matters.

      


      3.14.1 Section
        3.14
        of the
        Disclosure Schedule contains a true and complete list of the name, title,
        job
        description, length of service and base salary or hourly rate of each employee
        of Seller, including employees on personal, military, family, educational
        or
        medical leave, each employee receiving sickness or disability benefits or
        occupational, illness or injury benefits and each employee on long-term
        disability (each an “Employee” and collectively “Employees”), together with a
        statement of the basis, amount and nature of any other remuneration, if any,
        whether in cash or in kind, paid to each Employee as of the date of the Closing
        Balance Sheet or payable to each Employee after the date of the Closing Balance
        Sheet, including the amount of all vacation and similar benefits to which
        each
        Employee was entitled as of the date of the Closing Balance Sheet. With respect
        to Employees:


      
        
          
          

        

        
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      (a) Seller
        is
        not a party to any collective bargaining or similar agreement and no labor
        organization has been certified or, to the Seller’s Knowledge, is currently
        negotiating as a collective bargaining agent of any Employee or group of
        Employees or attempting to organize any Employees as a collective bargaining
        unit; no such activity has taken place during the last three years;

      


      (b) there
        is
        no pending, or to Seller’s Knowledge threatened, any strike, walkout or other
        work stoppage or other material labor difficulty, and no such activity has
        taken
        place during the last three years;

      


      (c) Seller
        is
        in compliance, in all material respects, with all Applicable Laws relating
        to
        employment and employment practices, terms and conditions of employment and
        wages and hours;

      


      (d) Seller
        has no commitment or agreement to effect any wage or salary increase for
        its
        Employees, or any of them;

      


      (e) none
        of
        the Persons employed in the Business is provided to Seller under contract
        with a
        third party;

      


      (f) there
        is
        no claim, charge or complaint of unfair labor practice, employment
        discrimination or harassment against Seller before any governmental authority
        (nor does Seller have Knowledge of any basis therefor); and

      


      (g) Seller
        is
        not in violation, in any material respect, with the Americans with Disabilities
        Act of 1990 or any Applicable Legal Requirement relating to occupational
        safety,
        nor has Seller received any complaint or other communication from any
        governmental authority alleging any violation of any thereof.

      


      3.14.2 Section
        3.14
        of the
        Disclosure Schedule lists each “employee benefit plan” (as defined in Section
        3(3) of ERISA) and each other employee compensation, welfare, pension or
        benefit
        plan, if any, maintained by or for Parent and/or Seller or to which Parent
        and/or Seller contributes or has contributed (each a “Plan” and collectively
“Plans”). Except for the Plans listed in Section
        3.14
        of the
        Disclosure Schedule, neither Parent nor Seller maintains or contributes to
        and
        neither Parent nor Seller has, at any time on or after January 1, 1999,
        maintained or contributed to any “employee benefit plan” (as defined in Section
        3(3) of ERISA). Except as otherwise disclosed in Section
        3.14
        of the
        Disclosure Schedule, (a) none of the Plans is a multi-employer plan (within
        the
        meaning of Section 3(37) of ERISA) and there is no corporation, trade or
        business that would be treated, together with Parent and/or Seller, as a
        single
“employer” under the provisions of Section 414(b), (c), (m) or (o) of the Code,
        and (b) none of the Plans is a “defined benefit plan” (as such term is defined
        in Section 3(35) of ERISA). Each Plan has been and is currently being maintained
        and administered, in substantial compliance, with its constituent documents
        and
        the requirements of ERISA and the Code. 


      
        
          
          

        

        
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      None
        of
        the Transferred Assets are subject to any Encumbrance under Title IV of ERISA
        and to the Knowledge of Seller there are no existing facts or circumstances
        that
        could be expected to give rise to any such Encumbrance.

      


      3.15 Brokerage.
        No
        broker or finder has acted directly or indirectly for Seller in connection
        with
        this Agreement or the transactions contemplated hereby, and no broker or
        finder
        is entitled to any brokerage or finder's fee or other commission in respect
        thereof based in any way on agreements, arrangements or understandings made
        by
        or on behalf of Seller.

      


      3.16 Environmental
        Matters.
        Buyer
        acknowledges that the representations and warranties contained in this
Section
        3.16
        are the
        only representations and warranties being made by Seller with respect to
        compliance with Environmental Laws or with respect to environmental matters,
        related in any way to this Agreement or its subject matter and no other
        representation contained in this Agreement shall apply to any such matters
        and
        no other representation or warranty, express or implied, is being made with
        respect thereto.

      


      (a) To
        Seller’s Knowledge, Seller, the Business, and all Transferred Assets are in
        compliance with all applicable Environmental Laws and there is no civil,
        criminal or administrative judgment, action, suit, demand, claim, hearing,
        notice of violation, investigation, proceeding, notice or demand letter pending
        or threatened against Seller, the Business, or the Transferred Assets pursuant
        to any Environmental Law or related in any way to the presence, emission,
        discharge, disposal, Release, threatened Release, spill, or leaking of a
        Hazardous Material.


      
        
          
          

        

        
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      (b) Seller,
        as of the date hereof, maintains in full force and effect all Permits which
        are
        required by any Environmental Law in connection with the current operation
        of
        the Business and the Transferred Assets;

      


      (c) Seller
        has taken all actions necessary under applicable

      


      requirements
        of any Environmental Laws to register any products or materials relating
        to the
        Business and Transferred Assets required to be registered
        thereunder;

      


      (d) To
        Seller’s Knowledge, there are no past or present events, conditions,
        circumstances, activities, practices, incidents, actions or plans which would
        result in a violation of any Environmental Laws, or which have given or may
        reasonably be expected to give rise to an Environmental Claim, with respect
        to
        the operation of the Business and Transferred Assets, including, without
        limitation, any legal or illegal release or disposal at any onsite or off-site
        facility or location of Hazardous Substances at any time prior to the date
        of
        the Closing;

      


      (e) To
        Seller’s Knowledge, there is not now on, in or under any of the Owned Real
        Property or the Leased Real Property or otherwise included in or affecting
        the
        Transferred Assets any underground storage tanks or surface impoundments;
        and

      


      (f) Section
        3.16
        of the
        Disclosure Schedule contains an accurate and complete list of all Environmental
        Permits of Seller relating to the Business and the Transferred Assets in
        effect
        as of the date hereof. Seller is in substantial compliance with such required
        Environmental Permits and is also in compliance with all other material
        limitations, restrictions, conditions, standards, prohibitions, requirements,
        obligations, schedules, and timetables contained in any such Environmental
        Permits.

      


      (g) Parent
        and Seller have removed and disposed of the construction debris located at
        the
        Facility and caused such removal and disposal to be effected in compliance
        with
        all Environmental Laws.

      


      3.17 Customers,
        Distributors, and Suppliers.
        

      


      (a)
         Section
        3.17
        of the
        Disclosure Schedule sets forth a list of (i) the ten largest customers (by
        dollar volume) for whom Seller provided products or services during fiscal
        years
        2006 and 2007, (ii) the ten largest vendors or suppliers (by dollar volume)
        from
        whom Seller purchased products or services during fiscal years 2006 and 2007,
        and (iii) each Person that currently acts as a reseller or distributor of
        products or services provided by Seller.


      
        
          
          

        

        
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      (b) No
        Person
        listed in Section
        3.17
        of the
        Disclosure Schedule has terminated, cancelled or adversely curtailed its
        business relationship with Seller or to Seller’s Knowledge, threatened to do so,
        and Seller has not received any written notice or, to Sellers Knowledge,
        any
        oral notice or other communication that any such Person intends to cease
        or
        reduce, or is considering ceasing or reducing, its business relationship
        with
        Seller;

      


      (c) None
        of
        the vendors or suppliers listed in Section
        3.17
        of the
        Disclosure Schedule or any other Person is a sole supplier of any product
        or
        service that is material to the Business.

      


      (d) Seller
        has not received notice of any future material increase in the amount paid
        for
        products or services used in the Business or any demand or request for any
        future material decrease in the amount charged for products or services provided
        by the Business.

      


      3.18 Product
        Warranties; Product Liability.

      


      (a) Each
        product manufactured, sold or delivered, and all services provided, by Seller
        have been in conformity with all applicable contractual commitments and all
        express warranties covering such products and services. No product manufactured,
        sold or delivered, or service performed, by Seller is subject to any warranty,
        guaranty or other indemnity of Seller beyond Seller’s standard terms and
        conditions of sale, a copy of which has been provided to Buyer. Section
        3.18
        of the
        Disclosure Schedule sets forth (i) the aggregate dollar amount of all pending
        warranty claims and all other claims for the repair, replacement or
        re-performance of Seller’s products and services, and (ii) a summary of each
        such claim, or group of related claims, that exceed $5,000.00.

      


      (b) No
        product manufactured, sold or delivered by Seller is, or at any time on or
        after
        January 1, 2000 has been, subject to any recall or similar action, voluntary
        or
        involuntary, and, to the Knowledge of Seller, there is no basis for any present
        or future claim with respect to any product manufactured, sold or delivered
        by
        Seller based on injury to person or property as a result of the possession
        or
        use of any such product.

      


      (c) There
        is
        no action, proceeding or investigation pending or, to Seller's Knowledge,
        threatened by or before any court or governmental authority alleging that
        any
        product manufactured sold or delivered by Seller was defective or improperly
        designed or manufactured, nor, to Seller's Knowledge, is there any basis
        for any
        such action, proceeding or investigation.


      
        
          
          

        

        
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      3.19 Accounts
        Receivable.
        All of
        the Purchased Accounts Receivable are valid Accounts Receivable and have
        arisen
        in the ordinary course of the Business and Seller has not, in whole or in
        part,
        settled or compromised any of the Purchased Accounts Receivable or waived
        any
        right to payment thereof. All of the amounts payable under the Purchased
        Accounts Receivable relate to products delivered and/or services performed,
        and
        no delivery or performance remains outstanding with respect to any of those
        amounts. The Receivables Agreement is in full force and effect and is sufficient
        to vest in Seller the full and complete ownership of and absolute right to
        sell,
        convey, transfer and deliver to Buyer the Purchased Receivables.

      


      3.20 No
        Undisclosed Liabilities.
        Except
        as set forth on the Closing Balance Sheet, the Business has no liabilities
        or
        obligations of any nature (whether known or unknown and whether absolute,
        accrued, contingent, or otherwise) of the type required to be included in
        balance sheets prepared in accordance with GAAP.

      


      3.21 Absence
        of Certain Changes.
        Since
        January 1, 2005, Seller has conducted the Business only in the ordinary course
        and since January 1, 2007, there has not been any (i) damage to or destruction
        or loss of any of the Transferred Assets, whether or not covered by insurance,
        which could reasonably be expected to have a Material Adverse Effect; (ii)
        sale
        (other than sales of Inventory in the ordinary course), lease, or other
        disposition of any asset or property used in the Business or mortgage, pledge,
        or imposition of any lien or other encumbrance on any material asset or property
        used in the Business or (iii) occurrence or event which could reasonably
        be
        expected to result in a Material Adverse Effect. 

      


      3.22 Taxes.
        Parent
        and/or Seller has duly filed all Tax reports and returns required to be filed
        by
        it and has duly paid all Taxes and other charges required to be paid to all
        federal, state, local or foreign taxing authorities. Parent and/or Seller
        has
        withheld and paid all Taxes required to have been withheld and paid in respect
        of the Business, including all sales, use and similar Taxes and all Taxes
        in
        connection with amounts paid or owing to employees and independent contractors.
        There are no Tax liens upon any Transferred Assets except inchoate liens
        for
        Taxes not yet due and payable. No claim has been made by a taxing authority
        where Seller does not file Tax reports or returns that Seller or the Business
        is
        or may be subject to taxation by, or required to file Tax reports or returns
        in,
        that jurisdiction.


      
        
          
          

        

        
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      3.23 Disclosure.
        No
        representation or warranty contained in this Article III knowingly contains
        any
        untrue statement of a material fact or knowingly omits to state a material
        fact
        required to be stated herein or necessary to make the statements contained
        herein not misleading. To the Knowledge of Seller, there is no fact or
        circumstance relating to the Transferred Assets or the Business that constitutes
        a Material Adverse Effect.

      


      IV. REPRESENTATIONS
        AND WARRANTIES OF BUYER

       

      Buyer
        hereby represents and warrants to Seller as follows:

      


      4.1 Organization.
        Buyer
        is a limited liability company duly organized, validly existing and in good
        standing under the laws of Delaware and has all requisite power and authority
        to
        carry on its business as it is now being conducted, and to execute, deliver
        and
        perform this Agreement and the other Related Agreements and to consummate
        the
        transactions contemplated hereby and thereby.

      


      4.2 Authorization
        and Validity of Agreement.
        The
        execution, delivery and performance by Buyer of this Agreement and the other
        Related Agreements has been duly authorized by all necessary limited liability
        company action. This Agreement and the other Related Agreements have been
        duly
        and validly executed and delivered by Buyer and constitute valid and binding
        obligations enforceable against Buyer in accordance with their respective
        terms,
        except to the extent that such enforceability (i) may be limited by bankruptcy,
        insolvency, reorganization, moratorium or other similar laws relating to
        creditors' rights generally or (ii) is subject to general principles of
        equity.

      


      4.3 No
        Contravention.
        The
        execution, delivery and performance by Buyer of this Agreement and the
        consummation by Buyer of the transactions contemplated on its part hereby
        will
        not (i) violate any provision of any law, rule or regulation to which it
        is
        subject, (ii) violate any order, judgment or decree applicable to it, or
        (iii)
        conflict with, or result in a breach or default under, any term or condition
        of
        the certificate of formation or limited liability company agreement of Buyer,
        or
        any agreement or other instrument to which it is a party or by which it is
        bound; except, in each case, for violations, conflicts, breaches or defaults
        which in the aggregate would not materially hinder or impair the consummation
        of
        the transactions contemplated hereby.


      
        
          
          

        

        
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      4.4 Consents.
        No
        consent, approval or authorization of, or exemption by, or declaration,
        registration or filing with, any governmental or regulatory authority or
        any
        other Person is required to be obtained or made by Buyer in connection with
        the
        execution, delivery and performance by Buyer of this Agreement, or the taking
        by
        Buyer of any other action contemplated hereby, excluding, however, consents,
        approvals, authorizations, exemptions or filings, if any, which Seller is
        required to obtain or make.

      


      4.5 Brokerage.
        No
        broker or finder has acted for Buyer in connection with this Agreement or
        the
        transactions contemplated hereby, and no broker or finder is entitled to
        any
        brokerage or finder's fee or other commission in respect thereof based in
        any
        way on agreements, arrangements or understandings made by or on behalf of
        Buyer,
        other than agreements, arrangements or understandings for which Buyer is
        solely
        responsible and no portion of which shall be charged to Seller or Parent
        or
        otherwise be the responsibility of Seller or Parent.

      


      4.6 Litigation.
        There
        is no Litigation pending or, to Buyer's Knowledge, threatened (i) against
        Buyer
        with respect to which there is a reasonable likelihood of a determination
        which
        would have a material adverse effect on the ability of Buyer to perform its
        obligations under this Agreement or (ii) which seeks to enjoin or obtain
        damages
        in respect of the consummation of the transactions contemplated
        hereby.

      


      4.7. Financing.
        Buyer
        has obtained, or will obtain, equity capital and debt financing sufficient
        to
        enable it to consummate the transactions contemplated by this Agreement in
        accordance with the customary practices of Buyer and its
        Affiliates.

      


      4.8 Disclosure.
        No
        representation or warranty contained in this Article IV knowingly contains
        any
        untrue statement of a material fact or knowingly omits to state a material
        fact
        required to be stated herein or necessary to make the statements contained
        herein not misleading.

      


      V. CERTAIN
        AGREEMENTS

       

      Buyer,
        and Seller and Parent, hereby acknowledge, covenant and agree as
        follows:

      


      5.1 Buyer’s
        Due Diligence.
        Buyer
        acknowledges that it has been granted access to Seller and to Seller’s
        facilities, books and records, and has conducted its due diligence with regard
        to the Business and the Transferred Assets. During the course of such due
        diligence, Buyer has not obtained Knowledge of any state of facts, event,
        effect
        or change in circumstances which at the time of the Closing constitutes a
        Material Adverse Effect. To Buyer’s Knowledge, none of the representations and
        warranties contained in Article III is untrue or incorrect in any material
        respect. In connection with Buyer’s due diligence, Buyer may have received
        certain estimates, projections, forecasts, plans and budgets for the Business.
        Buyer acknowledges that no representation or warranty has been made with
        respect
        to any such estimates, projections, forecasts, plans or budgets.



      
        
          
          

        

        
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      5.2 Employees.
        Buyer
        has offered employment to all of the current, full-time and part-time active
        Employees, on and after the Closing Date, other than those Employees identified
        in Section 5.2(A) on Schedule
        5.2
        hereto.
        Employees who have been offered and who have accepted employment with Buyer
        (“Transferred Employees”) are being employed by Buyer on the terms and
        conditions offered by Buyer which are believed by Buyer in the aggregate
        to be
        substantially the same or substantially similar to the terms and conditions
        of
        their employment with Seller (excluding the Seller-Related Compensatory
        Arrangements, and it being understood that all Transferred Employees are
        common
        law employees and employees at will).

      


      Schedule
        5.2
        hereto
        sets forth certain agreements among Buyer and Seller and Parent regarding
        severance and medical and health benefits as they relate to Transferred
        Employees.

      


      5.3 Cooperation;
        Third Party Consents.
        Seller,
        Parent and Buyer shall cooperate with one another to assure an orderly
        transition of the Transferred Assets and the operation of the Business. After
        the Closing, Seller and Buyer shall cooperate in obtaining any necessary
        consents of third parties that have not been obtained as of the Closing Date,
        including the assignment by Seller to Buyer effective as of the Closing Date
        of
        any customer orders, executory rights and other rights which, but for the
        failure to obtain such consents, would be included in the Transferred
        Assets.

      


      5.4 Taxes.
        Buyer
        has delivered to Seller exemption certificates for the exemption of Personal
        Property included in the Transferred Assets (other than Inventory and motor
        vehicles) from the Pennsylvania sales Tax. All other Taxes (other than Buyer’s
        portion of Taxes subject to proration pursuant to Section 2.3.5) payable
        in
        respect of the transactions contemplated by this Agreement are Retained
        Liabilities and are the responsibility of Seller. Seller and Buyer shall
        cooperate with each other as may be reasonably required in connection with
        matters relating to Taxes. After the Closing, Buyer shall provide Seller
        with
        copies of all correspondence received by Buyer from any taxing authority
        in
        connection with any Tax audit or information request with respect to any
        period
        prior to the Closing Date. For a period of seven years after January 1, 2009,
        Buyer and Seller shall provide the other with reasonable access during normal
        business hours and at the expense of the requesting party to Buyer’s and
        Seller’s, as the case may be, books and records to the extent they relate to the
        operation of the Business prior to the Closing and are requested for the
        purpose
        of preparing Tax returns or reports, to respond to third-party claims or
        for any
        other legitimate purpose specified in writing. Buyer and Seller shall each
        have
        the right, at its own expense, to make copies of any such books and records.
        For
        the period of seven years after January 1, 2009, neither Buyer nor Seller
        shall
        destroy any books or records relating to the operation of the Business prior
        to
        the Closing without offering to turn over possession to the other by written
        notice at least 30 days prior to the proposed date of
        destruction.


      
        
          
          

        

        
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      5.5 Name.
        Within
        ten days after the Closing, Seller shall change its name to a name that does
        not
        contain the words “Small Tube” or any other confusingly similar words. Seller
        and Parent agree that, after the Closing, neither will use a name containing
        the
        words “Small Tube” or any confusingly similar words..

      


      5.6 No
        Dissolution.
        Seller
        shall not, and Parent shall not cause or permit Seller to, dissolve, liquidate
        or windup its affairs for a period of at least 18 months after the
        Closing.

      


      5.7 Special
        Covenants of Seller and Parent.
        Seller
        and Parent understand and acknowledge that Buyer is acquiring the Transferred
        Assets for the purposes of operating and expanding the Business after the
        Closing and is making, and will make, substantial investments of time, money
        and
        effort for those purposes. Accordingly, as a material inducement to the Buyer’s
        execution and delivery of this Agreement and Buyer’s consummation of the
        transactions contemplated hereby, Seller and Parent, jointly and severally,
        covenant and agree with Buyer as follows:

      


      (a) Seller
        and Parent agree to hold the Books and Records and the Intellectual Property
        that are included in the Transferred Assets, and all information relating
        thereto that is of a proprietary or confidential nature (“Restricted
        Information”), in the strictest confidence and further agree that Seller and
        Parent will not, without Buyer’s prior written consent, directly or indirectly,
        discuss, publish or use any element of Restricted Information. The foregoing
        shall not apply to (i) information that has become part of the public domain
        through no breach or violation of this Section 5.7(a) by Seller or Parent,
        (ii)
        information that has previously been disclosed to the recipient by a third
        party
        who is in lawful possession of such information and has the lawful right
        to
        disclose such information freely, or (iii) information that is required to
        be
        disclosed (under threat of contempt or similar sanction) in connection with
        any
        Litigation;


      
        
          
          

        

        
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      (b) Seller
        and Parent agree that, for a period of five years after the Closing, neither
        Seller nor Parent will (i) solicit for employment, attempt to employ or assist
        any Person in employing or soliciting for employment any Person who is employed
        by the Buyer or employed in the Business as operated by the Buyer, or (ii)
        encourage any such Person to leave the employ of the Buyer or such
        Business;

      


      (c) Schedule
        5.7(c)
        hereto
        sets forth a list of certain products provided by Seller (“Associated Products”)
        and the customers to whom such Associated Products are sold (“Associated
        Customers”). Seller and Parent agree that, for a period of five years after the
        Closing, neither Seller nor Parent will, directly or indirectly, whether
        as a
        proprietor, independent contractor, consultant, agent, representative, owner,
        investor (except that Seller and/or Parent may own not more than 5% of the
        equity securities of a publicly held company), lender or otherwise, (i) engage,
        or assist any other 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
        act in anticipation or furtherance of any of the foregoing[;
        provided, however, that nothing in this Section 5.7(c) shall prohibit Seller,
        Parent and any of their Affiliates as they exist or may exist in the future
        from
        (i) selling or distributing any product (including any Associated Product)
        to
        any Person that is not an Associated Customer or (ii) selling or distributing
        any product other than an Associated Product to an Associated Customer of
        such
        product.

      


      (d) Seller
        and Parent acknowledge that the restrictions contained in this Section 5.7
        are
        fair and reasonably necessary to protect the interests of the Buyer and
        represent to Buyer that neither Seller’s nor Parent’s future plans involve any
        activity that would violate any of those restrictions.

      


      (e) It
        is
        agreed that if any of the restrictions contained in this Section 5.7 are
        determined by a court or arbitration panel to be overly broad in duration
        or
        scope, or otherwise, the court or arbitration panel, as the case may be,
        shall
        have the authority to reform this Section 5.7 and to enforce such restriction
        to
        the fullest extent determined to be reasonable. Furthermore, if any provision
        of
        this Section 5.7 is determined by a court or arbitration panel to be invalid,
        illegal or unenforceable, in whole or in part, for any reason, the unenforceable
        provision or portion shall be considered severable and separable from the
        remainder of this Section 5.7 and such determination shall not impair the
        validity, legality or enforceability of the remainder of this Section 5.7;
        and


      
        
          
          

        

        
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      (f) Seller
        and Parent acknowledge that it would be difficult to measure, or to compensate
        Buyer adequately for, damages caused by a violation of this Section 5.7.
        Accordingly, Seller and Parent each specifically (and knowingly and willingly)
        agrees that Buyer shall be entitled to temporary and permanent injunctive
        relief
        to enforce the provisions of this Section 5.7 in the event of any violation,
        or
        threatened or contemplated violation of any part thereof.

      


      5.8 Environmental
        Matters.
        Without
        intending to modify the definition of Retained Liabilities, the Parties have
        agreed to the following relating to environmental matters:

      


      (a) Parent
        and Seller shall continue to complete their current remediation project under
        the Pennsylvania Land Recycling and Environmental Standards Act relative
        to the
        former wastewater discharge lagoons and drain storage area at the Facility
        that
        is pending with the Pennsylvania Department of Environmental Protection.
        Buyer
        will grant representatives of Parent and/or Seller access to the Facility
        in
        order for them to complete this project, however all activities relating
        to this
        project shall be the responsibility of and under the control of Parent and/or
        Seller.

      


      5.9 Remittance
        of Amounts Received in Respect of Small Tube Receivable Assets.
        In the
        event that Parent or Small Tube or any of their Affiliates receives, directly
        or
        indirectly, any payment in respect of any Small Tube Receivable Assets on
        or
        after the Closing Date, Parent or Small Tube or such Affiliate, as the case
        may
        be, shall remit promptly, and Parent shall cause Small Tube or such Affiliate,
        as the case may be, to remit promptly, such payment to Buyer.

      


      VI. CLOSING
        CONDITIONS.

       

      Except
        as
        provided in the acknowledgement executed and delivered by Parent, Seller
        and
        Buyer and referenced in Section 2.6.2(h) and Section 2.6.3(h) hereof, all
        conditions to the Closing have been satisfied or waived by Parent, Seller
        and
        Buyer.


      
        
          
          

        

        
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      VII. INDEMNIFICATION
        AND SURVIVAL

       

      7.1 Indemnification
        by Seller.
        Subject
        to Section 7.3, Parent and Seller, jointly and severally, will indemnify
        and
        hold Buyer and each of its managers, officers, members, employees,
        representatives and agents (collectively “Buyer Parties”) harmless against any
        and all losses, liabilities, damages, costs, penalties, actions, notices
        of
        violation, and notices of liability and against any claims, deficiencies,
        judgments, awards, decrees, costs and expenses in respect thereof (including,
        without limitation, amounts paid in settlement and reasonable costs of
        investigation and legal expenses but specifically excluding any consequential
        and punitive damages), suffered, sustained, incurred or paid or required
        to be
        paid by any Buyer Party arising out of or resulting from (i) the inaccuracy
        of
        any representation or warranty contained in Article III hereof, or the breach
        of
        any covenant of Parent and/ or Seller contained herein, (ii) any Retained
        Liability, or (iii) any fraud on the part of Parent or Seller (hereinafter
        referred to collectively as “Buyer Losses” and individually as a “Buyer Loss”)
        Notwithstanding anything to the contrary contained in this Agreement, Seller
        shall have no liability under any provision of this Agreement for any Buyer
        Losses to the extent that such Buyer Losses result solely from or arise solely
        out of actions taken by Buyer or its Affiliates after the Closing Date. Buyer
        shall take all reasonable steps to mitigate any Buyer Losses upon and after
        having Knowledge of any event which Buyer expects to give rise to any Buyer
        Losses; provided, however, that the failure to take such steps shall not
        affect
        any Buyer Party’s right to indemnification hereunder.

      


      7.2 Indemnification
        by Buyer.
        Subject
        to Section 7.3, Buyer will indemnify and hold Parent and Seller and each
        of
        their respective directors, managers, officers, stockholders, representatives
        and agents (collectively “Seller Parties”) harmless against any and all losses,
        liabilities, damages, costs, penalties, actions, notices of violation , and
        notices of liability and against any claims, deficiencies, judgments, awards,
        decrees, costs and expenses (including, without limitation, amounts paid
        in
        settlement and reasonable costs of investigation but specifically excluding
        any
        consequential and punitive damages) suffered, sustained, incurred or paid
        or
        required to be paid by any Seller Party arising out of or resulting from
        (i) the
        inaccuracy of any representation contained in Article IV hereof, or the breach
        of any covenant of Buyer contained herein, (ii) the Assumed Liabilities or
        (iii)
        the ownership, possession or use of the Transferred Assets and the operation
        by
        the Buyer of the Business after the Closing Date (but excluding the failure
        of
        Parent or Seller to obtain any required consent, authorization or approval
        or to
        give any required notice or make any required filing) (herein referred to
        collectively as “Seller Losses” and individually as a “Seller Loss”).
        Notwithstanding anything to the contrary contained in this Agreement, Buyer
        shall have no liability under any provision of this Agreement for any Seller
        Losses to the extent that such Seller Losses result solely from or arise
        solely
        out of actions taken by Parent and/or Seller or any of their Affiliates before
        or after the Closing Date. Parent and Seller shall take all reasonable steps
        to
        mitigate any Seller Losses upon and after having Knowledge of any event which
        either of them expects to give rise to any Seller Losses; provided, however,
        that the failure to take such steps shall not affect any Seller Party’s right to
        indemnification hereunder.


      
        
          
          

        

        
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      7.3 Limitations
        on Liability

      


      7.3.1 Time
        Limitations and Survival.
        Except
        as otherwise provided in this Section 7.3, the representations and warranties
        of
        Parent and Seller, and the indemnification for breaches thereof set forth
        in
        Section 7.1, shall survive the Closing and will expire one (1) year after
        the
        Closing Date. The expiration of Seller's representations and warranties shall
        not affect any rights of Buyer to seek indemnification for Losses related
        to
        Retained Liabilities under Section 7.1(ii).

      


      7.3.2 Limitation
        on Amount.
        The
        maximum liability for Buyer Losses or Seller Losses, as the case may be,
        shall
        not exceed $1,200,000; provided, however, that the aforementioned maximum
        liability shall not apply to (a) claims for Buyer Losses relating to (i)
        the
        representations and warranties contained in Section 3.4 (to the extent they
        relate to title to the Transferred Assets), and Section 3.22, (ii) fraud
        and/or
        (iii) the Retained Liabilities (“Non-limited Claims”) or (b) claims for Seller
        Losses relating to the Assumed Liabilities; and provided further that Parent’s
        liability for Non-Limited Claims described in the immediately preceding clauses
        (a)(i) and (a)(iii) shall not exceed $15,000,000. Except for Non-limited
        Claims,
        Parent and Seller shall have no indemnification obligations for Buyer Losses
        unless and until the total amount of Buyer Losses exceeds $150,000 (the “Loss
        Threshold Amount”). Once the Loss Threshold Amount has been exceeded Parent’s
        and Seller’s indemnification obligations shall only apply to amounts in excess
        of the Loss Threshold Amount. For the purpose of calculating any Buyer Losses
        in
        respect of any claim based on Section 3.18(a) hereof, the dollar value of
        any
        warranty claim shall be determined based upon the value added to the applicable
        product and shall exclude the cost of metal used in the manufacture of such
        product. The above Loss limitations shall not apply to the payment of the
        Purchase Price or Section 2.8.


      
        
          
          

        

        
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      7.4 Indemnification
        Procedure

      


      (a) If
        an
        indemnified party becomes aware of any matter that it believes is subject
        to
        indemnification under this Agreement, including receipt by any indemnified
        party
        of notice of the commencement of any action, proceeding, or other claim in
        respect of which the indemnified party intends to seek indemnification, the
        indemnified party shall notify the indemnifying party in writing (a "Claim
        Notice"); provided, however, that failure to give such notice shall not relieve
        the indemnifying party of its obligations. If the indemnifying party elects
        in
        writing within thirty (30) days after its receipt of a Claim Notice, the
        indemnifying party shall be entitled to assume control of the defense of
        such
        action or claim with counsel reasonably satisfactory to the indemnified party;
        provided, however, that:

      


      (i) the
        indemnified party shall be entitled to participate in the

      


      defense
        of such claim and to employ counsel at its own expense (subject to Section
        7.4(c) below) to assist in the handling of such claim;

      


      (ii) no
        indemnifying party shall consent to the entry of any

      


      judgment
        or enter into any settlement that does not include as an unconditional term
        thereof the giving by each claimant or plaintiff to each indemnified party
        of a
        release from all liability in respect of such claim or if, pursuant to or
        as a
        result of such consent or settlement, injunctive or other equitable relief
        would
        be imposed against the indemnified party or such judgment or settlement could
        materially interfere with the business, operations or assets of the indemnified
        party; and 

      


      (iii) after
        written notice by the indemnifying party to the indemnified party of its
        election to assume control of the defense of any such action in accordance
        with
        the foregoing provisions, the indemnifying party shall not be liable to such
        indemnified party hereunder for any legal fees, costs and expenses subsequently
        incurred by such indemnified party in connection with the defense thereof,
        subject to Section 7.4(c) below.

      


      If
        the
        indemnifying party does not assume control of the defense of such claim in
        accordance with the foregoing provisions, the indemnified party shall have
        the
        right to defend such claim in such manner as it may deem appropriate, including
        engaging counsel and other environmental experts selected by the indemnified
        party and reasonably satisfactory to the indemnifying party, at the cost
        and
        expense of the indemnifying party, and the indemnifying party will promptly
        reimburse the indemnified party therefor in accordance with this Section
        7.4;
        provided that the indemnified party shall not be entitled to consent to the
        entry of any judgment or enter into any settlement of such claim without
        the
        prior written consent of the indemnifying party (which consent shall not
        be
        unreasonably withheld), if, pursuant to or as a result of such consent or
        settlement, injunctive or other equitable relief would be imposed against
        the
        indemnifying party or such judgment or settlement could materially interfere
        with the business, operations or assets of the indemnifying
        party.


      
        
          
          

        

        
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      (b) In
        the
        event that a Claim Notice shall have been given to the indemnifying party
        prior
        to the expiration of the applicable survival period of the right to
        indemnification for the underlying claim, then such right to indemnification
        shall survive, until such claim is resolved, whether or not the Buyer Losses
        or
        Seller Losses, as the case may be, on which such claim is based have been
        finally determined at the time the Claim Notice is given.

      


      (c)
        If
        both the indemnified party and the indemnifying party are parties to the
        action
        or claim for which indemnification is sought, and the indemnified party
        determines in good faith that joint representation would be inappropriate,
        the
        indemnified party may employ its own counsel and experts and otherwise
        participate in the defense of such action or claim at the indemnifying party's
        expense.

      


      VIII: MISCELLANEOUS

       

      8.1 Entire
        Agreement.
        This
        Agreement (including the exhibits and schedules), together with the other
        Related Agreements, constitutes the entire understanding of the parties with
        respect to the subject matter hereof and supersedes all other prior or
        contemporaneous oral or written statements by any party with respect
        thereto.

      


      8.2 Waiver
        of Bulk Transfer Requirements.
        Parent,
        Seller and Buyer agree to waive Seller's compliance with Article 6 of the
        Uniform Commercial Code (Bulk Transfers), as in effect in any jurisdiction,
        or
        any other applicable bulk sales law.

      


      8.3 Successors
        and Assigns; Assignment.
        The
        terms and conditions of this Agreement shall inure to the benefit of and
        be
        binding upon the respective successors of the parties hereto; provided,
        however,
        that
        this Agreement may not be assigned by either party without the prior written
        consent of the other, which consent shall not be unreasonably withheld. The
        foregoing shall not apply to any assignment of some or all of Buyer’s rights
        under this Agreement or any other Related Agreement or certificate, instrument
        or other writing contemplated by this Agreement as security for indebtedness
        incurred by Buyer, and any such assignment shall not constitute an assignment
        for the purpose of this Section 8.3.


      
        
          
          

        

        
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      8.4 Counterparts.
        This
        Agreement and any other Related Agreement or certificate, instrument or other
        document or writing contemplated by this Agreement may be executed in one
        or
        more counterparts, each of which shall for all purposes be deemed to be an
        original and all of which shall constitute the same instrument. One or more
        counterparts of this Agreement or any other Related Agreement or certificate,
        instrument or other document or writing contemplated by this Agreement may
        be
        delivered by facsimile transmission or electronic mail with the intent that
        it
        or they shall constitute an original counterpart hereof or thereof.

      


      8.5 Headings.
        The
        headings of the sections and paragraphs of this Agreement are inserted for
        convenience only and shall not be deemed to constitute a part of this Agreement
        or to affect the construction hereof.

      


      8.6 Modification
        and Waiver.
        No
        amendment, modification or alteration of the terms or provisions of this
        Agreement shall be binding unless the same shall be in writing and duly executed
        by the parties hereto, except that any of the terms or provisions of this
        Agreement may be waived in writing at any time by the party which is entitled
        to
        the benefits of such waived terms or provisions. No waiver of any of the
        provisions of this Agreement shall be deemed to or shall constitute a waiver
        of
        any other provision hereof (whether or not similar). No delay on the part
        of any
        party in exercising any right, power or privilege hereunder shall operate
        as a
        waiver thereof.

      


      8.7 No
        Third-Party Beneficiary Rights.
        This
        Agreement is not intended to and shall not be construed to give any person
        or
        entity other than the parties signatory hereto any interest or rights
        (including, without limitation, any third party beneficiary rights) with
        respect
        to or in connection with any agreement or provision contained herein or
        contemplated hereby.

      


      8.8 Expenses.
        Seller
        and Buyer shall each pay all costs and expenses incurred by it or on its
        behalf
        in connection with this Agreement and the transactions contemplated hereby,
        including, without limiting the generality of the foregoing, fees and expenses
        of its own financial consultants, accountants and counsel.


      
        
          
          

        

        
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      8.9 Notices.
        Any
        notice, request, instruction or other document to be given hereunder by either
        party hereto to the other party shall be in writing and shall be sent by
        telefax
        (with confirmation received of the recipient's number) or by electronic mail
        (without delivery failure) to the number or email address stated below or
        shall
        be delivered personally, sent by commercial courier or sent by registered
        or
        certified mail (postage prepaid and return receipt requested) to the postal
        address stated below.

      


      If
        to
        Buyer, to:

      


      ST
        Products, LLC

      c/o
        Standish Capital, LLC


      225
        Ross
        Street, 4th
        Floor


      Pittsburgh,
        PA 15219


      Attention:
        Robert Carskadden


      Facsimile
        No. (412) 774-2858


      Email:
        carskadden@standishcap.com

      


      with
        a
        copy (which shall not constitute notice) to: 

      


      Eckert
        Seamans Cherin & Mellott, LLC


      600
        Grant
        Street, 45th
        Floor


      Pittsburgh,
        PA 15219


      Attention:
        C. Kent May


      Facsimile
        No.: (412) 566-6099


      Email:
        cmay@eckertseamans.com

      


      If
        to
        Parent and/or Seller, to:

      


      David
        A.
        Owen


      Small
        Tube Manufacturing, LLC


      200
        Clinton Avenue West


      Huntsville,
        Alabama 35801 . 


      Facsimile:
        (256) 580-3996


      Email:
        owend@wlv.com

      


      with
        a
        copy (which shall not constitute notice) to:

      


      Michael
        D. Waters


      Balch
        & Bingham LLP


      Post
        Office Box 306


      Birmingham,
        Alabama 35201-0306


      Facsimile:
        (205) 226-8799


      Email:
        mwaters@balch.com


      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      

       

      
        or
          at
          such other telefax number or address for a party as shall be specified
          by like
          notice. Any notice which is delivered personally in the manner provided
          herein
          shall be deemed to have been duty given to the party to whom it is directed
          upon
          actual receipt by such party. Any notice which is sent by telefax or addressed
          and mailed in the manner herein provided shall be conclusively presumed
          to have
          been duly given to the party to which it is addressed on the date indicated
          on
          the telefax confirmation or the postal receipt.

         

      

      8.10 Governing
        Law.
        This
        Agreement shall be- construed, interpreted and governed in accordance with
        the
        laws of the Commonwealth of Pennsylvania regardless of the laws that might
        otherwise govern under applicable principles of conflicts of laws
        thereof.

      


      8.11 Waiver
        of Jury Trial.
        Each of
        Seller, Parent and Buyer hereby irrevocably waives all right to trial by
        jury in
        any action, proceeding or counterclaim (whether based on contract, tort or
        otherwise) arising out of or relating to this Agreement or the actions of
        Seller
        or Buyer in the negotiations, administration, performance and enforcement
        thereof.

      


      8.12 Announcements.
        No
        party hereto shall make any public statements, including, without limitation,
        any press release, with respect to this Agreement and the transactions
        contemplated hereby without the prior written consent of the other parties
        other
        than an internal statement (i.e., to its or their own organization) or as
        may be
        required by law or the rules of any exchange on which their security may
        be
        traded.

      


      8.13 Severability.
        If any
        term or other provision of this Agreement is held to be invalid, illegal
        or
        incapable of being enforced by any court having jurisdiction, all other
        conditions and provisions of this Agreement shall nevertheless remain in
        full
        force and effect.

      


      8.14 Remedies;
        Arbitration.
        The
        parties agree that (a) any and all disputes or disagreements pertaining to
        the
        Closing Statement and/or the Closing Date Working Capital and any adjustments
        required to be made to the Closing Statement and/or the Closing Date Working
        Capital shall be resolved in the manner specified in Section 2.3.4, (including,
        if necessary, the enforcement of the decision of the Working Capital Referee
        pursuant to this Section 8.14) and (b) the provisions of Article VII contain
        the
        sole and exclusive remedy for claims pertaining to breaches of representations
        and warranties or (other than as provided in Section 5.7) covenants. The
        parties
        further agree that, except for disputes or disagreements governed by Section
        2.3.4 and as provided in the last sentence of this Section 8.14, any claims,
        disputes or disagreements arising out of or in connection with this Agreement
        (including any enforcement of the Working Capital Referee’s decision under
        Section 2.3.4, if necessary, and the enforcement of claims for indemnification
        under Article VII, if necessary) shall be finally settled by confidential
        binding arbitration under the American Arbitration Association's Commercial
        Arbitration Rules by one or more arbitrators appointed in accordance with
        such
        rules. The site of arbitration shall be Atlanta, Georgia. Each party irrevocably
        consents to the jurisdiction of the Federal courts situated in the Northern
        District of Georgia or the state courts situated in Atlanta, Georgia, or
        any
        other court of competent jurisdiction, solely for purposes of enforcement
        of any
        such binding arbitration. The non-prevailing party to an arbitration shall
        pay
        its own expenses, the fees of the arbitrator(s), the administrative fees
        associated with such arbitration, and the expenses, including without
        limitation, any attorneys' fees reasonably incurred, by the prevailing party
        to
        the arbitration.


      
        
          
          

        

        
          42

          
            

          

        

        
          
          

        

      

      


      Notwithstanding
        the foregoing, nothing in this Section 8.14 shall preclude Buyer from enforcing
        the provisions of Section 5.7 or bringing any action based on fraud in a
        court
        of competent jurisdiction, or preclude either party from seeking, in a court
        of
        competent jurisdiction, interim or provisional relief, including a temporary
        restraining order, preliminary injunction, or other interim equitable relief
        concerning any claim, dispute or disagreement arising out of or in connection
        with this Agreement, either prior to or during the arbitration, if necessary
        to
        protect the interests of such party.

      


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      IN
        WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
        be
        executed on its behalf as of the date first above written.

       

      
        	
                ST
                  PRODUCTS, LLC

              	 
	 	 	 
	
                By:

              	
                /s/
                  Stephen L. Drew

              	 
	
                Name:

              	
                Stephen
                  L. Drew

              	 
	
                Title:

              	
                President
                  & Chief Executive Officer

              	 
	 	 	 
	 	 	 
	
                SMALL
                  TUBE MANUFACTURING, LLC

              	 
	 	 	 
	 	 	 
	
                By:

              	
                /s/
                  Harold M. Karp  

              	 
	
                Name:

              	
                Harold
                  M. Karp

              	 
	
                Title:

              	
                President

              	 
	 	 	 
	 	 	 
	
                WOLVERINE
                  TUBE, INC.

              	 
	 	 	 
	 	 	 
	
                By:

              	
                /s/
                  Harold M. Karp

              	 
	
                Name:

              	
                Harold
                  M. Karp

              	 
	
                Title:

              	
                President
                  & Chief Operating Officer

              	 


      


      
        
          
          

        

        
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