WOLVERINE TUBE CANADA LIMITED PARTNERSHIP, by its general partner, 3072453 NOVA SCOTIA COMPANY and WOLVERINE TUBE, INC. as Vendors and ###-###-#### ONTARIO LIMITED and BLACK ICE CAPITAL CORP. as Purchasers and COPPER INVESTMENTS HOLDING INC. SHARE AND ASSET PURCHASE AGREEMENT July 8, 2008 Table of Contents

1

1.1

Defined Terms.

1

1.2

Gender and Number.

7

1.3

Headings, etc.

7

1.4

Currency.

7

1.5

Certain Phrases, etc.

7

1.6

Knowledge.

8

1.7

Accounting Terms.

8

1.8

Schedules and Disclosure Letter.

8

1.9

References to Persons and Agreements.

8

1.10

Statutes.

9

1.11

Non-Business Days.

9

9

2.1

Purchased Shares.

9

2.2

Purchased Assets

9

2.3

Purchase Price.

9

2.4

Payment of the Purchase Price.

9

2.5

Escrow Amount.

10

2.6

Adjustments.

10

2.7

Determination of Adjustments.

11

2.8

Payment of Adjustments.

12

13

3.1

Representations and Warranties of the Vendor.

13

3.2

Representations and Warranties of Wolverine.

22

23

4.1

Representations and Warranties of the Purchaser.

23

4.2

Representations and Warranties of Black Ice

25

26

5.1

Conduct of Business Prior to Closing.

26

5.2

Access for Due Diligence.

27

5.3

Confidentiality.

27

5.4

Actions to Satisfy Closing Conditions.

27

5.5

Request for Consents.

27

5.6

Filings and Authorizations.

28

5.7

Risk of Loss.

28

5.8

Environmental Investigations.

28

5.9

Privacy.

29

30

6.1

Conditions for the Benefit of the Purchaser.

30

6.2

Conditions for the Benefit of the Vendor.

31

33

7.1

Date, Time and Place of Closing.

33

7.2

Closing Procedures.

33

33

8.1

Termination Rights.

33

8.2

Effect of Termination.

33

34

9.1

Survival.

34

9.2

Indemnification in Favour of CIH.

35

9.3

Indemnification in Favour of the Vendor.

35

9.4

General Limitations.

36

9.5

Monetary Limitations.

38

9.6

Notification.

39

9.7

Procedure for Third Party Claims.

39

9.8

Exclusion of Other Remedies.

41

9.9

One Recovery.

41

9.10

Duty to Mitigate.

41

9.11

Adjustment to Purchase Price.

41

9.12

Indemnification by Wolverine Tube, Inc.

42

42

10.1

Creation of Amalgamated Corporation.

42

10.2

Pre-Closing Tax Returns

42

10.3

Access to Books and Records

43

10.4

Director and Officer Indemnification.

43

10.5

Further Assurances, Accounts Receivable.

44

10.6

Non-Competition - CIH and Affiliates.

44

10.7

Copper Rod and Bar Products.

45

10.8

Non Competition - Vendor and Affiliates.

45

10.9

Montreal Facility.

46

10.10

Portfolio Exemption.

47

10.11

Existing Contracts or Quotes.

47

47

11.1

Notices.

47

11.2

Time of the Essence.

48

11.3

Brokers.

49

11.4

Announcements.

49

11.5

Third Party Beneficiaries.

49

11.6

Expenses.

49

11.7

Amendments.

49

11.8

Waiver.

49

11.9

Non-Merger.

50

11.10

Entire Agreement.

50

11.11

Successors and Assigns.

50

11.12

Invalid Provisions.

50

11.13

Governing Law.

51

11.14

Counterparts.

51

(a)

The schedules attached to this Agreement and the Disclosure Letter form an integral part of this Agreement for all purposes of it.

(b)

The purpose of the Disclosure Letter is to set out the qualifications, exceptions and other information called for in this Agreement. The Parties acknowledge and agree that the Disclosure Letter and the information and disclosures contained in it do not constitute or imply, and will not be construed as:

(i)

any representation, warranty, covenant or agreement which is not expressly set out in this Agreement;

(ii)

an admission of any liability or obligation of the Vendor;

(iii)

an admission that the information is material;

(iv)

a standard of materiality, a standard for what is or is not in the ordinary course of business, or any other standard contrary to the standards contained in the Agreement; or

(v)

an expansion of the scope or effect of any of the representations, warranties and covenants set out in the Agreement.

(c)

Disclosure of any information in the Disclosure Letter that is not strictly required under this Agreement has been made for informational purposes only and does not imply disclosure of all matters of a similar nature.

(d)

The Disclosure Letter itself is confidential information and is subject to the obligations of the parties pursuant to the Confidentiality Agreement.

(a)

in respect of the Wolverine Owned Receivables, the sum of $2,500,000 shall be paid by Black Ice to Wolverine on Closing by bank draft or wire transfer of immediately available funds;

(b)

in respect of the Shawnee Payable, the sum of U.S.$1,777,042.88 (or the Canadian equivalent if agreed upon by the parties) shall be paid by Black Ice to Wolverine on Closing by bank draft or wire transfer of immediately available funds;

(c)

the sum of $500,000 (the "Escrow Fund") shall be paid by the Purchaser to Stikeman Elliott LLP in trust on Closing by wire transfer of immediately available funds to be held in accordance with Section 2.5; and

(d)

the sum of $39,202,519.12 being the balance of the Purchase Price, subject to the adjustments contemplated by subsections 2.6(a), 2.6(b) and 2.6(c), shall be paid by the Purchaser to the Vendor on Closing by bank draft or wire transfer of immediately available funds.

(a)

The Purchaser shall pay Wolverine all amounts advanced in cash by Wolverine to the Corporation during the Interim Period and for all fees and other costs paid by the Corporation on or prior to May 25, 2008 for third party assessments incurred in connection with the Loan Agreement, which fees and costs are set out on Schedule 2.6(a).

(b)

The Purchaser and Wolverine shall adjust for the changes to the intercorporate accounts during the Interim Period;

(c)

The Vendor shall pay the Purchaser an amount equal to the amount paid by the Corporation during the Interim Period in respect of (i) the Montreal business and operations of the Corporation, (ii) the closure and winding up of such operations and (iii) all legal, accounting and other fees incurred by the Corporation in connection with the transfer of assets out of the Corporation prior to the Closing Date, as more particularly set out in Schedule 2.6(c); and

(d)

The Vendor shall pay Amalco an amount equal to the amount, if any, by which $48,255,000 is greater than the Net Asset Value as calculated as of the close of business on June 29, 2008 (the "Net Asset Value Adjustment").

(a)

On the Closing Date the Vendor and the Purchaser shall mutually agree upon the adjustments set out in subsections 2.6(a), 2.6(b) and 2.6(c) hereof and the parties shall pay such adjustments on the Closing Date. The agreement of the Vendor and the Purchaser on the Closing Date as to the adjustments set out in subsections 2.6(a), 2.6(b) and 2.6(c) hereof shall be final, conclusive and binding upon the Parties. Each Party releases each other Party from all claims, actions, causes of action, suits, proceedings and demands of every nature and kind relating to, arising out of, or involving the adjustments set out in subsections 2.6(a), 2.6(b) or 2.6(c) or the agreement of the Vendor and the Purchaser with respect thereto

(b)

Within 45 days following the Closing Date (or such other date as is mutually agreed to by the Vendor and the Purchaser in writing), CIH will prepare, cause the Auditor to review, and will deliver to the Vendor a draft of the June Balance Sheet and the Net Asset Value Adjustment (the "Draft Adjustment").

(c)

The Vendor will have 15 Business Days to review the draft June Balance Sheet and the Draft Adjustment following receipt of them and the Vendor must notify CIH in writing if it has any objections to the draft June Balance Sheet and the Draft Adjustment within such 15 Business Day period. CIH will, and will cause the Auditor to, (i) provide access to the Vendor upon every reasonable request to the accounts, books and records and employees of the Corporation and all work papers of CIH, the Corporation and the Auditor and (ii) cooperate with the Vendor for purposes of reviewing the draft June Balance Sheet and the Draft Adjustment. The notice of objection must set out each item in dispute and the basis for such dispute.

(d)

If the Vendor sends a notice of objection in accordance with Section 2.7(c), the Parties will meet within 3 Business Days of receipt by CIH of such notice and will negotiate in good faith to resolve the objections set out in the Vendor's notice of objection during the period from such meeting until 20 Business Days after the date such notice of objection was received by CIH. Failing resolution of any objection to the draft June Balance Sheet or the Draft Adjustment raised by the Vendor, the unresolved objections will be submitted for determination to PricewaterhouseCoopers LLP, or if such firm is unable to act, Grant Thornton LLP by the Purchaser or the Vendor within 3 Business Days after the expiry of such 20 Business Day Period. The Vendor and the Purchaser shall act in good faith and in a commercially reasonable manner to settle the engagement letter with such firm of chartered accountants as quickly as possible. The Vendor and the Purchaser agree to request that such engagement letter provide that such firm shall render its determination within 30 days following submission in writing by the Vendor and the Purchaser of their respective cases. The Vendor and the Purchaser shall submit their respective cases in writing to such firm of chartered accountants within 15 Business Days after the date of such engagement letter. The determination of such firm of chartered accountants will be final and binding upon the Parties and will not be subject to appeal, absent manifest error. Such firm of chartered accountants are deemed to be acting as experts and not as arbitrators.

(e)

If the Vendor does not notify the Purchaser of any objection in accordance with Section 2.7(c), the Vendor is deemed to have accepted and approved the the Draft Adjustment, and the Draft Adjustment will be final, conclusive and binding upon the Parties, and will not be subject to appeal, absent manifest error. The Draft Adjustment will become the Net Asset Value Adjustment on the next Business Day following the end of such 15 Business Day period.

(f)

If the Vendor sends a notice of objection within the 15 Business Day period, the Parties will revise the June Balance Sheet and the Draft Adjustment to reflect the final resolution or final determination of such objections under Section 2.7(d) within two Business Days following such final resolution or determination. Such revised Draft Adjustment will be final, conclusive and binding upon the Parties, and will not be subject to appeal, absent manifest error. The Draft Adjustment will become the Net Asset Value Adjustment on the third Business Day following such final resolution or final determination.

(g)

CIH and the Vendor will each bear their own fees and expenses and CIH will bear Amalco's fees and expenses, including the fees and expenses of their respective auditors, if any, in preparing or reviewing, as the case may be, the June Balance Sheet and the Draft Adjustment. In the case of a dispute and the retention of a firm of chartered accountants to determine such dispute, the costs and expenses of such firm of chartered accountants shall be borne equally by CIH and the Vendor. However, CIH and the Vendor will each bear their own costs in presenting their respective cases to such firm of chartered accountants.

(h)

The Parties agree that the procedure set forth in this Section 2.7 for resolving disputes with respect to the draft June Balance Sheet and the Draft Adjustment is the sole and exclusive method of resolving such disputes, absent manifest error, in the draft June Balance Sheet and the Draft Adjustment.

(a)

The Purchase Price will be decreased, on a dollar-for-dollar basis , by the amount of the Net Asset Value Adjustment as determined pursuant to Section 2.7. If there is no Net Asset Value Adjustment, there will be no increase or decrease in the Purchase Price and the Escrow Fund shall be released to the Vendor.

(b)

If there is Net Asset Value Adjustment, Stikeman Elliott LLP shall in accordance with the terms of the Escrow Agreement, pay all of the said adjustment (up to a maximum of $500,000) to the Purchaser and the Vendor shall pay the balance, if any, of such adjustment to the Purchaser. All such payments shall be paid by wire transfer of immediately available funds within two (2) Business Days following the receipt by Stikeman Elliott LLP of the Escrow Release Notice in accordance with the Escrow Agreement. The balance, if any, of the Escrow Fund held by Stikeman Elliott LLP after payment of the Net Asset Value Adjustment as herein set out, shall be released to the Vendor following receipt of the Escrow Release Notice in accordance with the Escrow Agreement.

(c)

The Vendor shall, concurrently with the payment of the Net Asset Value Adjustment, pay the Purchaser, interest on the amount payable, for the period from and after the Effective Date to and including the date of payment, at the Prime Rate from time to time in effect, without compounding, and net of any interest paid to the Purchaser on the Escrow Fund pursuant to the Escrow Agreement..

(a)

Incorporation and Qualification. The Parent, the Corporation and the General Partner are each corporations or other corporate bodies incorporated and existing under the Laws of their jurisdictions of incorporation and each has the corporate power to own and operate its property, carry on its business and enter into and perform its obligations (if any) under this Agreement. Wolverine Tube Canada Limited Partnership has been formed and is existing as a limited partnership under the laws of the Province of New Brunswick.

(b)

Corporate and Partnership Authorization. The execution and delivery of, and performance of this Agreement by the General Partner on behalf of Wolverine Tube Canada Limited Partnership have been authorized by all necessary corporate action on the part of the General Partner and by all action required pursuant to the WTC Limited Partnership Agreement.

(c)

No Conflict. Except as disclosed in Section 3.1(c) of the Disclosure Letter, the execution and delivery of, and performance by the General Partner on behalf of Wolverine Tube Canada Limited Partnership of, the transaction of purchase and sale contemplated by this Agreement:

(i)

do not constitute or result in a violation or breach of, or conflict with, or allow any Person to exercise any rights under, any of the terms or provisions of the General Partner's, the Parent's or the Corporation's constating documents or under the WTC Limited Partnership Agreement;

(ii)

do not result in a breach of, or cause the termination or revocation of, any Authorization held by the General Partner on behalf of Wolverine Tube Canada Limited Partnership, the Parent or the Corporation that is necessary to the ownership of the Purchased Shares or the operation of the Parent's Business or the Business, which would reasonably be expected to have a Material Adverse Effect; and

(iii)

do not result in the violation of any Law which would reasonably be expected to have a Material Adverse Effect.

(d)

Required Authorizations. Except as disclosed in Section 3.1(d) of the Disclosure Letter, no filing with, notice to, or Authorization of, any Governmental Entity is required on the part of the General Partner on behalf of Wolverine Tube Canada Limited Partnership as a condition to the lawful completion of the transactions contemplated by this Agreement where the failure to make the filing, give the notice or obtain the Authorization would reasonably be expected to have a Material Adverse Effect.

(e)

Third Party Consents. Except as disclosed in Section 3.1(e) of the Disclosure Letter, there is no requirement to obtain any consent, approval or waiver of a party under any contract, license, lease or instrument that the Parent or the Corporation is a party to, to the completion of the transactions contemplated by this Agreement where the failure to obtain such consent would reasonably be expected to have a Material Adverse Effect.

(f)

Execution and Binding Obligation. This Agreement has been duly executed and delivered by the General Partner on behalf of Wolverine Tube Canada Limited Partnership, and constitutes legal, valid and binding agreements of it enforceable against it and Wolverine Tube Canada Limited Partnership in accordance with its terms, subject to any limitation under applicable laws relating to (i) bankruptcy, winding-up, insolvency, arrangement, fraudulent preference and conveyance, assignment and preference and other laws of general application affecting the enforcement of creditors' rights, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

(g)

Authorized and Issued Capital. The authorized capital of the Corporation consists of an unlimited number of non-cumulative redeemable voting preference shares and an unlimited number of common shares, of which at this date, 26,880 non-cumulative redeemable voting preference shares and 50,000 common shares are issued and are outstanding as fully paid and non-assessable. The authorized capital of the Parent consists of $1,100,000 divided into 100,000,000 common shares having a par value of $0.01 each and 100,000 Class B common shares having a par value of $1.00 each and 1,000,000,000 common shares without nominal or par value of which (i) at this date, 100 Class B common shares having a par value of $1.00 each are issued and are outstanding as fully paid; and (ii) at the Closing Date, 100 Class B common shares having a par value of $1.00 each will be issued and outstanding as fully paid. The Parent and the Corporation are not reporting issuers (as such term is defined in the Securities Act (Ontario) and there is no published market for the Purchased Shares.

(h)

No Other Agreements to Purchase. Except for the Purchaser's right under this Agreement, no Person has any contractual right or privilege for (i) the purchase or acquisition from the Vendor of any of the Purchased Shares or for the purchase or acquisition from the Parent of any of the issued and outstanding shares in the capital of the Corporation, or (ii) the purchase, subscription, allotment or issuance of any of the unissued shares or other equity securities of the Parent or the Corporation.

(i)

Title to Purchased Shares. The Purchased Shares are owned by the General Partner on behalf of Wolverine Tube Canada Limited Partnership as the registered and beneficial owner, with good title, free and clear of all Liens other than those restrictions on transfer contained in the articles of association of the Parent. Upon completion of the transaction contemplated by this Agreement, the Purchaser will have good and valid title to Purchased Shares, free and clear of all Liens other than (i) those restrictions on transfer contained in the articles of association of the Parent, and (ii) Liens granted by the Purchaser. All of the issued and outstanding shares in the capital of the Corporation are owned at this date, and will be owned at the Closing Date, by the Parent as the registered and beneficial owner, with good title, free and clear of all Liens other than those restrictions on transfer, if any, contained in the articles of the Corporation.

(j)

Residence of the Vendor. Each of the General Partner and the other partner(s) of the Wolverine Tube Canada Limited Partnership is not a non-resident of Canada within the meaning the Tax Act.

(k)

Corporate Records. Each of the Parent's and the Corporation's corporate records are complete and accurate and include its constating documents, minutes of meetings and resolutions of shareholders and directors, and the securities register, register of transfers and register of directors.

(l)

Ordinary Course. Subject to Section 5.1(b), except as disclosed in Section 3.1(l) of the Disclosure Letter, since the Interim Balance Sheet Date, (i) the Parent's Business and the Business have been carried on in the ordinary course of normal day-to-day operations of the Parent and the Corporation, respectively, consistent with past practices, and (ii) no dividends or other similar distributions have been made to the Parent or Wolverine.

(m)

Compliance with Laws. The Corporation is conducting the Business in material compliance with all applicable Laws. The Parent is conducting the Parent's Business in material compliance with all applicable Laws. For the Purposes of this representation and warranty "Laws" shall not include any Environmental Laws.

(n)

Authorizations. The Parent and the Corporation are qualified, licensed or registered to carry on business in the jurisdictions listed in Section 3.1(n) of the Disclosure Letter under their respective names. Each of the Parent and the Corporation has all Authorizations which are necessary for it to conduct the Parent's Business or the Business (as the case may be) as presently conducted, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect. Such Authorizations are listed in Section 3.1(n) of the Disclosure Letter and are each valid, subsisting and in good standing and there are no outstanding defaults or breaches under them on the part of the Parent or the Corporation which would reasonably be expected to have a Material Adverse Effect.

(o)

Subsidiaries. The Corporation has no subsidiaries and holds no shares or other ownership, equity or proprietary interests in any Person. The Parent has no subsidiaries and holds no shares or other ownership, equity or proprietary interests in any Person except the Corporation.

(p)

The Assets Generally. Except as disclosed in Section 3.1(p) of the Disclosure Letter, (i) no Person (other than the Corporation) owns any assets that are material to the Business except for the personal property leased by the Corporation and Intellectual Property and computer software and programs licensed to the Corporation set out in Section 3.1(p) of the Disclosure Letter (collectively, the "Non-Owned Assets"), and (ii) except for the Non-Owned Assets, all of the assets that are material to the Business and are currently used in the Business and are located on the lands and premises listed in Section 3.1(s) of the Disclosure Letter, are owned by the Corporation free and clear of all Liens, except for Permitted Liens.

(q)

No Options, etc. to Purchase Assets. Except as disclosed in Section 3.1(q) of the Disclosure Letter, since the Interim Balance Sheet Date, the Corporation has not sold or otherwise disposed of any assets that are material to the Business except in the ordinary course of the Business. Except as disclosed in Section 3.1(q) of the Disclosure Letter, no Person has any contractual right or privilege for the purchase or other acquisition from the Corporation of any assets that are material to the Business except in the ordinary course of the Business.

(r)

Condition of Tangible Assets. The tangible assets of the Business are in good operating condition subject to normal wear and tear and normal maintenance requirements.

(s)

Real Property. Neither the Parent nor the Corporation is the owner of, or subject to any agreement or option to own, any real property or any interest in any real property used in the Parent's Business or in the Business, other than the lands and premises listed in Section 3.1(s) of the Disclosure Letter. Neither the Parent nor the Corporation is a party to, or under any agreement to become a party to, any lease with respect to real property used in the Parent's Business or in the Business.

(t)

Material Contracts. All contracts, licenses, leases and instruments to which the Corporation is a party or is bound by that relate solely to the Business, that (i) provide for the expenditure of $100,000 or more during any twelve month period or (ii) have a term of 1 year or more and cannot be cancelled on notice of 90 days or less (the "Material Contracts"), are listed in Section 3.1(t) or another part of the Disclosure Letter. Each of the Material Contracts is in full force and effect and is unamended and there are no outstanding defaults or breaches under any of the Material Contracts on the part of the Corporation which would reasonably be expected to have a Material Adverse Effect. Except as listed in Section 3.1(t) or another part of the Disclosure Letter, the Parent is not a party to or bound by any contracts, licenses, leases or instruments that (i) provide for the expenditure of $100,000 or more during any twelve-month period, or (ii) have a term of 1 year or more and cannot be cancelled on notice of 90 days or less.

(u)

Accounts Receivable. All accounts receivable, notes receivable and other debts due or accruing due to the Corporation have arisen from bona fide transactions in the ordinary course.

(v)

(i)

To the knowledge of the Vendor, the operation of the Parent's Business and the operation of the Business do not infringe upon the Intellectual Property rights of any Person which infringement would reasonably be expected to have a Material Adverse Effect.

(ii)

To the knowledge of the Vendor, no Person is currently infringing any of the Intellectual Property owned by or licensed to the Parent or the Corporation which infringement would reasonably be expected to have a Material Adverse Effect.

(w)

Software. Section 3.1(w) of the Disclosure Letter lists all computer software and programs owned by or licensed to the Corporation that are used solely in connection with the Business, and all contracts, licenses and leases in respect of such software and all computer software and programs that are owned by or licensed to any Affiliate of the Vendor that are used in the Business. Such contracts, licenses and leases are in full force and effect and are unamended and there are no outstanding defaults or breaches under any of them on the part of the Corporation which would reasonably be expected to have a Material Adverse Effect. The Parent does not own or license any computer software or programs.

(x)

Financial Statements. The Financial Statements and the Interim Financial Statements have been prepared in accordance with U.S. GAAP applied on a basis consistent with the preceding period subject to the exceptions set forth in Section 3.1(x) of the Disclosure Letter and each presents fairly in all material respects:

(i)

the financial position of the Corporation as at the respective dates of the relevant statements; and

(ii)

the results of the Corporation's operations for the period covered by the Financial Statements or Interim Financial Statements, as the case may be.

(y)

No Liabilities. The Corporation has no liabilities of the type required to be reflected as liabilities on a balance sheet prepared in accordance with U.S. GAAP, except for (i) liabilities reflected or reserved against in the Financial Statements or the Interim Financial Statements, (ii) liabilities that would not reasonably be expected to have a Material Adverse Effect, and (iii) current liabilities incurred since the Interim Balance Sheet Date which liabilities were incurred in the ordinary course of the Business. Following the completion of all the proposed transaction steps outlined in Schedule 2.6(c) the Parent will have no liabilities and its sole assets shall consist of cash and the shares of the the Corporation.

(z)

Environmental Matters.

(i)

Except as set forth in Section 3.1(z) of the Disclosure Letter, to the knowledge of the Vendor, there are no contaminants located in the ground or in the ground water under any of the owned properties listed in Section 3.1(s) of the Disclosure Letter.

(ii)

Except as set forth in Section 3.1(z) of the Disclosure Letter, there are no Environmental Actions relating to the Corporation pending or, to the knowledge of the Vendor, threatened in writing against the Corporation.

(iii)

Except as set forth in Section 3.1(z) of the Disclosure Letter, since January 1, 2002, the Corporation has not been required by any Governmental Entity to (i) alter any of the owned properties listed in Section 3.1(s) of the Disclosure Letter in a material way in order to be in compliance with Environmental Laws, or (ii) perform any environmental closure, decommissioning, rehabilitation, restoration or post-remedial investigations, on, about, or in connection with any real property.

(iv)

Section 3.1(z) of the Disclosure Letter lists all third party consultant reports prepared or obtained at the request of the Corporation since January 1, 2002 that assess compliance by the Business with Environmental Laws. Copies of all such reports have been provided to the Purchaser.

(aa)

(i)

Save and except as set out in Section 3.1(aa) of the Disclosure Letter, the Corporation has not and is not engaged in any unfair labour practice and no unfair labour practice complaint is pending, or, to the knowledge of the Vendor, threatened against the Corporation.

(ii)

There are no collective agreements in force with respect to employees of the Business; no Person holds bargaining rights with respect to any of the employees of the Corporation; to the knowledge of the Vendor, no Person has applied to be certified as the bargaining agent of any employees of the Business; and to the knowledge of the Vendor, no trade union has applied to have the Corporation declared a related employer pursuant to the Labour Relations Act (Ontario).

(iii)

Except as disclosed in Section 3.1(aa) of the Disclosure Letter, the Corporation does not have any agreement as to length of notice or severance payment required to terminate any employee, other than such as results by Law from the employment of an employee without an agreement as to notice or severance, or any agreement prohibiting the termination of any Employee Plan.

(iv)

The Parent does not have any employees.

(bb)

(i)

Section 3.1(bb) of the Disclosure Letter lists all material Employee Plans. The Parent does not have any Employee Plans (which term, for purposes of this sentence, shall be deemed to refer to "the Parent" rather than "the Corporation" in the 5^th and 6^th lines of the definition of "Employee Plans").

(ii)

The Corporation does not sponsor or participate in a defined benefit pension plan.

(iii)

All Employee Plans have been established, registered, and administered in compliance with all applicable Laws except where failure to do so would not reasonably be expected to have a Material Adverse Effect.

(iv)

The Corporation has made all contributions and paid all premiums in respect of each Employee Plan in a timely fashion in accordance with the terms of each Employee Plan and applicable Laws except where failure to do so would not reasonably be expected to have a Material Adverse Effect.

(cc)

Insurance. Section 3.1(cc) of the Disclosure Letter lists the insurance policies which are maintained by the Corporation with respect to the Business setting out, in respect of each policy, the type of policy, the name of insurer, the coverage allowance, the expiration date, the annual premium and any pending material claims. The Corporation is not in default with respect to the payment of any premiums under such insurance policies and has not failed to give any notice or to present any material claim under such insurance policy in a due and timely fashion in any instance where such failure which would reasonably be expected to have a Material Adverse Effect.

(dd)

Litigation. Except as described in Section 3.1(dd) of the Disclosure Letter, as of the date of this Agreement there are no actions, suits, appeals, claims, applications, orders, investigations, proceedings, grievances, arbitrations or alternative dispute resolution processes in progress, pending, or, to the knowledge of the Vendor, threatened against the Corporation, the Parent, the Business, the Parent's Business or any of the Corporation's or the Parent's assets, which would reasonably be expected to have a Material Adverse Effect or which prohibits, restricts or seeks to enjoin the transactions contemplated by this Agreement.

(ee)

Customers and Suppliers. Section 3.1(ee) of the Disclosure Letter lists the ten largest customers and the ten largest suppliers of the Corporation by dollar amount as at December 31, 2007.

(ff)

(i)

All Taxes that are due and payable by the Corporation or the Parent have been fully paid within the time required by applicable Law, except for the Taxes owing as a result of the proposed adjustments set out in the letter dated March 26, 2006 from Canada Revenue Agency to the Corporation. A copy of such balance sheet has been provided to the Purchaser. The Corporation and the Parent have made full and adequate provision in the Interim Financial Statements or in the Parent's interim financial statements (respectively) for all Taxes which are not yet due and payable but which relate to periods ending on or before the date thereof. All Tax Returns have been filed in a timely manner and no demand has been made to file a return in any jurisdiction.

(ii)

There are no outstanding agreements or waivers extending the statutory period providing for an extension of time with respect to the assessment or reassessment of Taxes or the filing of any Tax Return by, or any payment of Taxes by the Corporation or the Parent.

(iii)

To the knowledge of the Vendor, there are no claims, actions, suits, proceedings or investigations or other actions pending or threatened in writing against the Corporation or the Parent relating to Taxes.

(iv)

Each of the Corporation and the Parent has withheld and collected all amounts required by applicable Law to be withheld or collected by it on account of Taxes and has remitted all such amounts to the appropriate Governmental Entity within the time prescribed under applicable Law.

(v)

The Corporation is a registrant for the purposes of the tax imposed under Part IX of the Excise Tax Act (Canada).

(gg)

Residency. Neither the general partner nor any limited partner of the Vendor is a non-resident of Canada within the meaning of the Tax Act.

(a)

Incorporation and Qualification. It is a corporation incorporated and existing under the Laws of its jurisdiction of incorporation and has the corporate power to own and operate its property, carry on its business and enter into and perform its obligations (if any) under this Agreement.

(b)

Corporate Authorization. The execution and delivery of, and performance of this Agreement by Wolverine has been authorized by all necessary corporate action.

(c)

No Conflict. Except as disclosed in Section 3.2(c) of the Disclosure Letter, the execution and delivery of, and performance by Wolverine of, the transaction of purchase and sale contemplated by this Agreement:

(i)

do not constitute or result in a violation or breach of, or conflict with, or allow any Person to exercise any rights under, any of the terms or provisions of Wolverine's constating documents;

(ii)

do not constitute a breach of any material contract of Wolverine; and

(iii)

do not result in the violation of any Law which would reasonably be expected to have a Material Adverse Effect.

(d)

Required Authorizations. Except as disclosed in Section 3.2(d) of the Disclosure Letter, no filing with, notice to, or Authorization of, any Governmental Entity is required on as a condition to the lawful completion of the transactions contemplated by this Agreement where the failure to make the filing, give the notice or obtain the Authorization would reasonably be expected to have a Material Adverse Effect.

(e)

Third Party Consents. Except as disclosed in Section 3.2(e) of the Disclosure Letter, there is no requirement to obtain any consent, approval or waiver of a party under any contract, license, lease or instrument that Wolverine is a party to, to the completion of the transactions contemplated by this Agreement where the failure to obtain such consent would reasonably be expected to have a Material Adverse Effect.

(f)

Execution and Binding Obligation. This Agreement has been duly executed and delivered by Wolverine, and constitutes legal, valid and binding agreements of it enforceable against it in accordance with its terms, subject to any limitation under applicable laws relating to (i) bankruptcy, winding-up, insolvency, arrangement, fraudulent preference and conveyance, assignment and preference and other laws of general application affecting the enforcement of creditors' rights, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

(g)

Title to Purchased Assets. The Purchased Assets are owned by Wolverine as the registered and beneficial owner, with good title, free and clear of all Liens. Upon completion of the transaction contemplated by this Agreement, the Purchaser will have good and valid title to Purchased Assets, free and clear of all Liens other than Liens granted by the Purchaser.

(h)

Purchased Assets. The Purchased Assets are not "taxable Canadian property" within the meaning of the Tax Act.

(a)

Incorporation and Corporate Power. The Purchaser is a corporation incorporated and existing under the laws of its jurisdiction of incorporation and it has the corporate power to enter into and perform its obligations under this Agreement.

(b)

Corporate Authorization. The execution and delivery of and performance by the Purchaser of this Agreement have been, or will be at or prior to Closing, authorized by all necessary corporate action on the part of the Purchaser.

(c)

No Conflict. The execution and delivery of and performance by the Purchaser of this Agreement:

(i)

do not constitute or result in a violation or breach of, or conflict with, or allow any Person to exercise any rights under, any of the terms or provisions of its constating documents or by-laws;

(ii)

do not constitute or result in a breach or violation of, or conflict with or allow any Person to exercise any rights under, any contract, license, lease or instrument to which it is a party; and

(iii)

do not result in the violation of any Law.

(d)

Required Authorizations. No filing with, notice to or Authorization of, any Governmental Entity is required on the part of the Purchaser as a condition to the lawful completion of the transactions contemplated by this Agreement.

(e)

Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Purchaser and constitutes legal, valid and binding agreements of the Purchaser, enforceable against it in accordance with its terms, subject only to any limitation under applicable Laws relating to (i) bankruptcy, winding-up insolvency, arrangement, fraudulent preference and conveyance, assignment and preference and other similar Laws of general application affecting creditors' rights, and (ii) the discretion that a court may exercise in the granting of equitable remedies including specific performance and injunction.

(f)

Litigation. There are no actions, suits, appeals, claims, applications, investigations, orders, proceedings, grievances, arbitrations or alternative dispute resolution processes in progress, pending, or to the Purchaser's knowledge, threatened against the Purchaser, or which prohibits, restricts or seeks to enjoin the transactions contemplated by this Agreement.

(g)

Brokers. No broker, agent or other intermediary is entitled to any fee, commission or other remuneration in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Purchaser.

(h)

Due Diligence by Purchaser. The Purchaser acknowledges that it has conducted to its satisfaction an independent investigation of the business, operations, assets, liabilities and financial condition of the Corporation and, in making the determination to proceed with the transactions contemplated by this Agreement, has relied solely on the results of its own independent investigation and the representations and warranties in Article 3. In connection with the Purchaser's investigation of the Corporation, it has received the Confidential Information Memorandum (from Black Ice) and other information related to the Corporation including projections and other forecasts (including forecast income statements and forecast capital expenditures) and business plan information. The Purchaser acknowledges that (i) there are uncertainties inherent in attempting to make such projections and forecasts and, accordingly, is not relying on any projections or forecasts, (ii) the Purchaser is familiar with such uncertainties and is taking full responsibility for making its own evaluation of the Corporation, including the adequacy and accuracy of all such projections and forecasts, (iii) the Purchaser has no claim under this Agreement against anyone with respect to the accuracy of such projections and forecasts, and (iv) the Vendor has made no representation or warranty with respect to any projections and forecasts. The representations and warranties by the Vendor in Article 3 constitute the sole and exclusive representations and warranties of the Vendor to the Purchaser in connection with the transactions contemplated by this Agreement, and the Purchaser understands, acknowledges and agrees that all other representations and warranties of any kind or nature expressed or implied (including any in the Confidential Information Memorandum or other information related to the Corporation received by the Purchaser and including any relating to the future or historical financial condition, results of operations, assets or liabilities of the Corporation or the quality, quantity or condition of the Corporation's assets) are superceded and replaced by the representations and warranties by the Vendor in Article 3 and the Vendor does not make or provide, and the Purchaser hereby waives, any warranty, representation or condition, express or implied, as to the quality, merchantability, fitness for a particular purpose, conformity to samples, or condition of the Corporation's assets or any part thereto.

(i)

Breach, Non-Performance and Non-Compliance. The Purchaser has not formulated the opinion that any of the representations and warranties in Article 3 are incorrect in any material respect. The Purchaser is not aware of any matter or event that has or would be reasonably expected to have a Material Adverse Effect.

(j)

Affiliates. At the time of Closing the Purchaser will have no affiliates within the meaning of Section 2(2) of the Competition Act (Canada) except Crescera Management Ltd. The value of the assets of such affiliate and the gross revenues from sales in, from, or into Canada of such affiliate (in all cases, determined in a manner consistent with the manner prescribed for the purposes of Part IX of the Competition Act (Canada)) are less than $5,000,000 and $1,000,000, respectively.

(a)

Incorporation and Corporate Power. Black Ice is a corporation incorporated and existing under the laws of its jurisdiction of incorporation and it has the corporate power to enter into and perform its obligations under this Agreement.

(b)

Corporate Authorization. The execution and delivery of and performance by Black Ice of this Agreement have been, or will be at or prior to Closing, authorized by all necessary corporate action on the part of Black Ice.

(c)

No Conflict. The execution and delivery of and performance by Black Ice of this Agreement:

(i)

do not constitute or result in a violation or breach of, or conflict with, or allow any Person to exercise any rights under, any of the terms or provisions of its constating documents or by-laws;

(ii)

do not constitute or result in a breach or violation of, or conflict with or allow any Person to exercise any rights under, any contract, license, lease or instrument to which it is a party; and

(iii)

do not result in the violation of any Law which would reasonably be expected to have a material adverse effect on the financial condition of Black Ice.

(d)

Required Authorizations. No filing with, notice to or Authorization of, any Governmental Entity is required on the part of Black Ice as a condition to the lawful completion of the transactions contemplated by this Agreement.

(e)

Execution and Binding Obligation. This Agreement has been duly executed and delivered by Black Ice and constitutes legal, valid and binding agreements of Black Ice, enforceable against it in accordance with its terms, subject only to any limitation under applicable Laws relating to (i) bankruptcy, winding-up insolvency, arrangement, fraudulent preference and conveyance, assignment and preference and other similar Laws of general application affecting creditors' rights, and (ii) the discretion that a court may exercise in the granting of equitable remedies including specific performance and injunction.

(a)

Except as otherwise contemplated by this Agreement or the Disclosure Letter, until the Closing, the Vendor will use its commercially reasonable efforts to cause each of the Parent and the Corporation to conduct the Parent's Business or the Business (as the case may be) in the ordinary course of normal day-to-day operations of the Parent or the Corporation (as the case may be) consistent with past practices.

(b)

Prior to Closing, the Vendor will cause the Corporation's accounts receivable to be transferred to the Corporation in accordance with the terms of the Reassignment Agreement; provided, however, that accounts receivable in an aggregate amount of $2,500,000, selected by Wolverine and the Purchaser and listed in Schedule 5.1(b) (the "Wolverine Owned Receivables"), shall not be transferred to the Corporation.

(a)

In addition to any other obligation of the Purchaser with respect to confidential information, the Purchaser agrees that it shall be solely responsible for its own compliance with all applicable privacy laws, which laws shall include the Personal Information Protection and Electronic Documents Act (Canada), and any similar law that governs the collection, use, disclosure, retention, destruction and/or storage of any personal information regarding employees that is disclosed to or otherwise acquired by Purchaser in connection with this Agreement.

(b)

Prior to Closing, the Purchaser shall limit, and shall cause its employees and agents to limit, all collection, use, retention and disclosure of all personal information transferred to it, if any, solely for purposes related to the transactions contemplated hereby, including the determination of whether to proceed with such transactions, or that, if Closing occurs, will be required to carry on with the Business thereafter.

(c)

Prior to Closing, the Purchaser shall use appropriate security measures to safeguard all personal information transferred to it, and to protect it against accidental or unauthorized access, use, copying, alteration, deletion, destruction, dissemination or disclosure. Prior to Closing, access to personal information transferred to the Purchaser shall be restricted to those Persons under obligations of confidentiality to Purchaser who require access to the personal information for the purposes of this Agreement.

(d)

If Closing occurs, the Purchaser shall limit and shall cause its employees and agents to limit the use and disclosure of the personal information transferred to it, if any, to those purposes for which the personal information was initially collected, unless otherwise permitted by law. If Closing does not occur, the Purchaser covenants and agrees that it will immediately and securely destroy all personal information transferred to it, including any information that is based upon personal information in its custody or control, including in the custody or control of its employees, agents or affiliates.

(e)

The Purchaser will indemnify and hold harmless the Vendor and its directors, officers, employees, agents and representatives from, and will pay for, all losses, liabilities, damages, expenses and costs imposed or asserted against any of them as a consequence of the Purchaser failing to fulfill all of its obligations under this Section 5.9. This indemnity is not subject to any of the limitations set out in Article 9.

(a)

Truth of Representations and Warranties. Except as contemplated or permitted by this Agreement, the representations and warranties of the Vendor and Wolverine contained in this Agreement must be true and correct in all material respects as of the Closing Date with the same force and effect as if such representations and warranties were made on and as of such date. However, (i) if a representation and warranty is qualified by materiality or Material Adverse Effect, it must be true and correct in all respects and (ii) if a representation and warranty speaks only as of a specific date it only needs to be true and correct as of that date. The Purchaser must receive a certificate of a senior officer of the Vendor and Wolverine (without personal liability) as to the matters in this paragraph.

(b)

Performance of Covenants. The Vendor must have fulfilled, or complied with, in all material respects, all covenants contained in this Agreement to be fulfilled or complied with by it at or prior to the Closing and the Purchaser must receive a certificate of a senior officer of the Vendor (without personal liability) to that effect.

(c)

Deliveries. The Purchaser must have received the following:

(i)

share certificates representing the Purchased Shares duly endorsed in blank for transfer, or accompanied by irrevocable security transfer powers of attorney duly executed in blank, in either case by the holders of record;

(ii)

certified copies of (A) the charter documents and by-laws of the Vendor and the Corporation, (B) the resolutions of the board of directors of the Vendor approving the execution, delivery and performance of this Agreement, (C) the resolutions of the board of directors of the Corporation approving the transfer of the Purchased Shares to the Purchaser, and (D) a list of the directors and officers of the Vendor authorized to sign this Agreement together with their specimen signatures;

(iii)

a certificate of status with respect to the Vendor and the Corporation issued by appropriate government officials of their respective jurisdictions of incorporation;

(iv)

transitional services agreement (in a form acceptable to the Purchaser, acting reasonably) executed by the Corporation and Wolverine (the "Transitional Services Agreement");

(v)

a trade-mark licence agreement (in form acceptable to the Purchaser, acting reasonably), executed by Wolverine and the Corporation (the "Trade-mark Licence Agreement");

(vi)

the Sales Agency Agreement (in form acceptable to the Purchaser acting reasonably), executed by Wolverine and the Corporation;

(vii)

the minute books of the Parent and the Corporation;

(viii)

the Escrow Agreement executed by the Vendor, Wolverine and Stikeman Elliott LLP;

(ix)

the Loan Agreement;

(x)

an assignment or bill of sale, in a form acceptable to Black Ice, and in favour of Black Ice, with respect to the Purchased Assets; and

(xi)

an opinion from Vendor's counsel that the Vendor has the capacity to enter into this Agreement and that this Agreement has been executed and delivered by Vendor.

(d)

No Legal Action. No injunction, that remains in effect, shall have been obtained by any Person (other than the Purchaser) in any jurisdiction, to enjoin, restrict or prohibit any of the transactions contemplated by this Agreement.

(e)

Pre-Closing Steps. All proposed transaction steps outlined in Schedule 2.6(c) have been completed at the sole expense of Wolverine to the satisfaction of the Purchaser, acting reasonably and all conveyance documents in connection therewith have been provided to the Purchaser.

(a)

Truth of Representations and Warranties. The representations and warranties of the Purchaser and Black Ice contained in this Agreement must be true and correct in all material respects as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of such date. However, if a representation and warranty is qualified by materiality or material adverse effect, it must be true and correct in all respects. The Vendor must receive a certificate of a senior officer of the Purchaser and Black Ice (without personal liability) as to the matters in this paragraph.

(b)

Performance of Covenants. The Purchaser must have fulfilled or complied with, in all material respects, all covenants contained in this Agreement to be fulfilled or complied with by it at or prior to Closing and the Vendor must receive a certificate of a senior officer of the Purchaser (without personal liability) to that effect.

(c)

Authorizations. The Authorizations listed in Section 4.1(d) above, must have been made, given or obtained.

(d)

Deliveries. The Vendor must have received the following:

(i)

certified copies of (A) the charter documents and extracts from the by-laws of the Purchaser relating to the execution of documents, (B) all resolutions of the shareholder(s) (if applicable) and the board of directors of the Purchaser approving the execution, delivery and performance of this Agreement, and (C) a list of its officers and directors authorized to sign this Agreement together with their specimen signatures;

(ii)

a certificate of status, compliance, good standing or like certificate with respect to the Purchaser issued by appropriate government official of the jurisdiction of its incorporation;

(iii)

an opinion from Purchaser's counsel that each of the Purchaser and CIH has the capacity to enter into this Agreement and that this Agreement has been duly executed and delivered by each of Purchaser and CIH;

(iv)

the Sales Agency Agreement (in a form acceptable to the Vendor, acting reasonably) executed by Wolverine Tube, Inc. and the Corporation; and

(v)

the Escrow Agreement executed by the Purchaser, CIH and Stikeman Elliott LLP.

(e)

No Legal Action. No injunction, that remains in effect, shall have been obtained by any Person (other than the Vendor, the Purchaser or the Corporation) in any jurisdiction, to enjoin, restrict or prohibit any of the transactions contemplated by this Agreement.

(f)

Pre-Closing Steps. All proposed transaction steps outlined in Schedule 2.6(c) have been completed to the satisfaction of the Vendor, acting reasonably.

(a)

by mutual consent of the Vendor and the Purchaser;

(b)

by the Purchaser if any of the conditions in Section 6.1 have not been satisfied as at the Closing Date and the Purchaser has not waived such condition at or prior to Closing;

(c)

by the Vendor if any of the conditions in Section 6.2 have not been satisfied as at the Closing Date and the Vendor has not waived such condition at or prior to Closing; or

(d)

by either Party if the Closing has not occurred on or before July 31, 2008 or on or before such later date as the Parties agree to in writing, provided that a Party may not terminate this Agreement under this Section 8.1(d) if it has failed to perform any one or more of its obligations or covenants under this Agreement to be performed at or prior to Closing and the Closing has not occurred because of such failure.

(a)

If a Party waives compliance with any of the conditions, obligations or covenants contained in this Agreement, the waiver will be without prejudice to any of its rights of termination in the event of non-fulfillment, non-observance or non-performance of any other condition, obligation or covenant in whole or in part.

(b)

If this Agreement is terminated, the Parties are released from all of their obligations under this Agreement, except that:

(i)

each Party's obligations under Section 5.3, Section 5.9, Section 11.3, Section 11.4 and Section 11.6 will survive; and

(ii)

if this Agreement is terminated by a Party because of a material breach of this Agreement by the other Party, the terminating Party's right to pursue all legal remedies will survive such termination unimpaired and, for certainty, will not be subject to any of the limitations set out in Article 9.

(a)

the representations and warranties set out in Section 3.1(a), Section 3.1(f), Section 3.2(a), Section 3.2(f), Section 4.1(a), Section 4.1(e), Section 4.2(a) and Section 4.2(e) and the corresponding representations and warranties set out in the certificates delivered pursuant to Section 6.1(a) and Section 6.2(a) survive and continue in full force and effect without limitation of time;

(b)

the representations and warranties set out in Section 3.1(ff) will survive and continue in full force and effect until the expiration of the period (the "Tax Assessment Period") during which any tax assessment or reassessment or similar document may be issued by a Governmental Entity under any applicable legislation in respect of any taxation period to which such representations and warranties extend. The Tax Assessment Period shall be determined without regard to any consent, waiver, agreement or other document made or filed after the Closing Date that extends the period during which a Governmental Entity may issue an assessment, reassessment or similar document; and

(c)

any representation and warranty involving fraud or fraudulent misrepresentation by the Party giving that representation and warranty will survive and continue in full force and effect without limitation of time.

(a)

any breach or inaccuracy of any representation or warranty in Sections 3.1 and 3.2 or the certificate to be delivered pursuant to Section 6.1(a) for which a notice of claim under Section 9.6 has been provided to the Vendor within the applicable time period specified in Section 9.1;

(b)

any failure of the Vendor or Wolverine to perform or fulfill any of its covenants or obligations under this Agreement;

(c)

any Environmental Claims relating to any place of business that was at any time owned or leased by the Parent or the Corporation other than the lands and premises listed in Section 3.1(s) of the Disclosure Letter, including any such place of business in Montreal, Quebec or Fergus, Ontario;

(d)

any Taxes that are or become due and payable by the Parent or the Corporation with respect to any periods ending prior to the Effective Date;

(e)

any product liability or warranty claims with respect to products manufactured by the Corporation at any facility other than the Corporation's existing facility located in London, Ontario;

(f)

any obligations to former employees of the Corporation whose primary workplace was at the Corporation's facilities located in Montreal, Quebec or Fergus, Ontario;

(g)

all other obligations of the Corporation arising solely from the operations of the business of the Corporation in Montreal, Quebec and Fergus, Ontario; and

(h)

all obligations of the Corporation under the Reassignment Agreement or the Canadian Sale Agreement (as defined in the Reassignment Agreement).

(a)

any breach or inaccuracy of any representation or warranty in Section 4.1 and Section 4.2 or the certificate to be delivered pursuant to Section 6.2(a), for which a notice of claim under Section 9.6 has been provided to CIH within the applicable period specified in Section 9.1; and

(b)

any failure of the Purchaser, CIH or Black Ice to perform or fulfill any of its covenants or obligations under this Agreement.

(a)

A Party has no obligation or liability for indemnification or otherwise with respect to any representation or warranty made by such Party (or, if such Party is CIH, by the Purchaser) in this Agreement, or the certificates delivered pursuant to Section 6.1(a) and Section 6.2(a), after the end of the applicable time period specified in Section 9.1, except for claims specified in Section 9.2(c), Section 9.2(d), Section 9.2(e), Section 9.2(f), Section 9.2(g) and Section 9.2(h) (which obligation or liability for indemnification shall not expire), and except for claims relating to the representations and warranties that the Party has been notified of prior to the end of the applicable time period.

(b)

A Party has no obligation or liability for indemnification or otherwise with respect to any breach or inaccuracy of any of its representations or warranties in this Agreement (or, if the Party is CIH, for any of the representations or warranties of the Purchaser in this Agreement), or the certificates delivered pursuant to Section 6.1(a) or Section 6.2(a), or any failure to perform or fulfill any of its covenants or obligations in this Agreement (or, if the Party is CIH, for the Purchaser's failure to perform or fulfill any of its covenants or obligations in this Agreement), to the extent the breach, inaccuracy or failure was a result of, connected with, or arose out of, under or pursuant to the negligence or wilful misconduct of the Person (or the Purchaser, as the case may be) making the claim or any breach or inaccuracy of any representation or warranty of such Person (or the Purchaser, as the case may be) in this Agreement or the failure of such Person (or the Purchaser, as the case may be) to perform or fulfill any of its covenants or obligations in this Agreement.

(c)

The Vendor has no liability for, or obligation with respect to, any special, indirect, consequential, punitive or aggravated damages, including damages for lost profit, damages based on multiples of earnings, EBITDA, cash flow or other metrics or projections, it being understood that Third Party Claims will not be considered claims for special, indirect, consequential, punitive or aggravated damages even if such Third Party Claim itself is a claim for special, indirect, consequential, punitive or aggravated damages.

(d)

The Vendor has no liability or obligation with respect to any claims for indemnification or otherwise for environmental matters (including matters relating to public health or the protection of the environment or regulated or arising out of Environmental Laws) (the "Environmental Claims") except for claims for indemnification pursuant to Section 9.2 in respect of any Damages suffered by, imposed upon or asserted against CIH or Amalco as a result of, in respect of, connected with, or arising out of, under, or pursuant to any breach or inaccuracy of any representation or warranty in Section 3.1(z). Without limitation, the Vendor has no liability with respect to any Environmental Claims: (i) in response to a claim asserted by a Governmental Entity or other third party, for any Damages resulting from remediation or other actions that are not required by the Governmental Entity or third party; (ii) for any Damages which relate to matters, facts and circumstances occurring after the Closing, including any change in the use of the owned properties listed in Section 3.1(s) of the Disclosure Letter; (iii) for any Damages which result from CIH or Amalco, after Closing, conducting invasive investigations, sampling or monitoring of the owned properties listed in Section 3.1(s) of the Disclosure Letter except for such investigations, samplings or monitoring required by Amalco's lenders or potential lenders or by any Governmental Entity (and, for clarity, with respect to such required investigations, samplings or monitoring, only if the Damages are in respect of, connected with, or arising out of, under, or pursuant to any breach or inaccuracy of any representation or warranty in Section 3.1(z)); or (iv) for any Damages, to the extent that they were caused or exacerbated by CIH or Amalco.

(e)

The amount of any Damages subject to indemnification hereunder or of any claim therefor shall be calculated net of (i) any Tax Benefit enuring to CIH, the Corporation, Amalco or any of their Affiliates on account of such Damages and (ii) any insurance proceeds (net of direct collection expenses) received or receivable by CIH, the Corporation, Amalco or any of their Affiliates on account of such Damages. If CIH or any of its Affiliates (including the Parent, the Corporation and/or Amalco) receives a Tax Benefit after an indemnification payment is made, CIH shall promptly pay to the Vendor the amount of such Tax Benefit at such time or times as and to the extent that such Tax Benefit is realized. For purposes hereof, "Tax Benefit" means any refund of Taxes paid or reduction in the amount of Taxes which otherwise would have been paid, in each case computed at the highest marginal rates payable by the Corporation or Amalco, as the case may be, if taxes were payable by the Corporation or Amalco, as the case may be.

(f)

CIH shall, and shall cause the Corporation, Amalco and their Affiliates to, seek full recovery under all insurance policies covering any Damages to the same extent as it would if such Damages were not subject to indemnification hereunder. In the event that an insurance recovery is made by CIH or any of its Affiliates (including the Parent, the Corporation and/or Amalco) with respect to any Damages for which CIH has been indemnified hereunder, then a refund equal to the aggregate amount of the recovery (net of all direct collection expenses) shall be made promptly to the Vendor.

(g)

Notwithstanding anything to the contrary contained in this Article 9, there shall be no recovery for any Damages by CIH or Amalco under this Article 9, and the Damages shall not be included in meeting the stated monetary limitations under Section 9.5, to the extent the Damages arise or the amount thereof are increased as a result of any voluntary act or omission on the part of CIH, the Corporation or Amalco after Closing other than any such voluntary act or omission required in order to comply with any Law.

(h)

The parties acknowledge and agree that any Damages for which the Vendor may be liable to indemnify CIH or Amalco pursuant to Section 9.2(a) in respect of any breach or inaccuracy of any representation or warranty in Section 3.1(ff) or pursuant to Section 9.2(d) shall be determined on the basis that the aggregate of $1,000,000 of non-capital or capital losses of the Corporation for taxation years ending on or prior to the Closing Date that have not been deducted by the Corporation in computing its taxable income for any taxation year ending on or prior to the Closing Date will be applied to the maximum extent possible to reduce any Taxes assessed or reassessed against the Corporation or Amalco for such taxation years.

(a)

The Vendor has no liability or obligation with respect to any single claim for indemnification or otherwise with respect to the matters described in Section 9.2(a) or Section 9.2(b) unless the amount of the Damages with respect to such claim is greater than $50,000.

(b)

The Vendor has no obligation to make any payment for Damages for indemnification or otherwise with respect to the matters described in Section 9.2(a) or Section 9.2(b) until the total of all Damages with respect to such matters exceeds one percent (1.0%) of the $32,500,000, and then only for the amount by which such Damages exceed one percent (1.0%) of the $32,500,000, up to a maximum of $3,500,000.

(c)

The Vendor's aggregate liability and obligation with respect to all claims under or in respect of this Agreement, for indemnification or otherwise (except for claims for indemnification or otherwise with respect to the matters described in Section 9.2(c), Section 9.2(d), Section 9.2(e), Section 9.2(f), Section 9.2(g) and Section 9.2(h)) shall not exceed $3,500,000 and the Vendor has no obligation to make any payment for Damages for indemnification or otherwise with respect to the matters described in 9.2(a) or Section 9.2(b) once the total of all Damages with respect to such matters exceeds $3,500,000.

(a)

If a Third Party Claim is instituted or asserted against an Indemnified Person, the Indemnified Person will promptly notify the Indemnifying Party in writing of the Third Party Claim. The notice must specify in reasonable detail, the identity of the Person making the Third Party Claim and, to the extent known, the nature of the Damages and the estimated amount needed to investigate, defend, remedy or address the Third Party Claim.

(b)

If an Indemnified Person becomes aware of a Direct Claim, the Indemnified Person will promptly notify the Indemnifying Party in writing of the Direct Claim.

(c)

Upon receipt of such notice, the provisions of Section 9.7 will apply to any Third Party Claim.

(a)

Upon receiving notice of a Third Party Claim, the Indemnifying Party may participate in the investigation and defence of the Third Party Claim and may also elect to assume the investigation and defence of the Third Party Claim.

(b)

In order to assume the investigation and defence of a Third Party Claim, the Indemnifying Party must give the Indemnified Person written notice of its election within 30 days of Indemnifying Party's receipt of notice of the Third Party Claim.

(c)

If the Indemnifying Party assumes the investigation and defence of a Third Party Claim:

(i)

the Indemnifying Party will pay for all reasonable costs and expenses of the investigation and defence of the Third Party Claim except that the Indemnifying Party will not, so long as it diligently conducts such defence, be liable to the Indemnified Person for any fees of other counsel or any other expenses with respect to the defence of the Third Party Claim, incurred by the Indemnified Person after the date the Indemnifying Party validly exercised its right to assume the investigation and defence of the Third Party Claim; and

(ii)

the Indemnifying Party will reimburse the Indemnified Person for all reasonable costs and expenses incurred by the Indemnified Person in connection with the investigation and defence of the Third Party Claim prior to the date the Indemnifying Party validly exercised its right to assume the investigation and defence of the Third Party Claim.

(d)

If the Indemnified Person undertakes the defence of the Third Party Claim, the Indemnifying Party will not be bound by any determination of the Third Party Claim or any compromise or settlement of the Third Party Claim effected without the consent of the Indemnifying Party (which consent may not be unreasonably withheld, conditioned or delayed).

(e)

The Indemnifying Party will not be permitted to compromise and settle or to cause a compromise and settlement of a Third Party Claim without the prior written consent of the Indemnified Person, which consent may not be unreasonably withheld, conditioned or delayed, unless:

(i)

the terms of the compromise and settlement require only the payment of money for which the Indemnified Person is entitled to full indemnification under this Agreement and the Indemnifying Party has, to the satisfaction of the Indemnified Person, acting reasonably, demonstrated its ability to make such payment; and

(ii)

the Indemnified Person is not required to admit any wrongdoing, take or refrain from taking any action, acknowledge any rights of the Person making the Third Party Claim or waive any rights that the Indemnified Person may have against the Person making the Third Party Claim.

(f)

The Indemnified Person and the Indemnifying Party agree to keep the other fully informed of the status of any Third Party Claim and any related proceedings; provided that failure to do so shall not invalidate any claim to indemnification made hereunder. If the Indemnifying Party assumes the investigation and defence of a Third Party Claim, the Indemnified Person will, at the request and expense of the Indemnifying Party, use its reasonable efforts to make available to the Indemnifying Party, on a timely basis, those employees whose assistance, testimony or presence is necessary to assist the Indemnifying Party in investigating and defending the Third Party Claim. The Indemnified Person shall, at the request and expense of the Indemnifying Party, make available to the Indemnifying Party, or its representatives, on a timely basis all documents, records and other materials in the possession, control or power of the Indemnified Person, reasonably required by the Indemnifying Party for its use solely in defending any Third Party Claim which it has elected to assume the investigation and defence of. The Indemnified Person shall cooperate on a timely basis with the Indemnifying Party in the defence of any Third Party Claim.

(g)

No claim shall be brought or maintained by CIH, the Purchaser, the Parent, the Corporation, Amalco or their successors or permitted assigns against any partner, officer, director, employee (present or former) of the Parent, the Corporation or the Vendor or any Affiliate of the Parent, the Corporation or the Vendor, and no recourse shall be brought or granted against any of them, by virtue of or based upon any alleged misrepresentation or inaccuracy in or breach of any of the representations, warranties or covenants of the Vendor set forth in this Agreement or any exhibit or schedule hereto or in the Disclosure Letter or any certificate delivered hereunder.

(a)

Vendor shall prepare, at its own expense and in a manner consistent with past practice (unless otherwise required by Law) all Tax Returns required to be filed by Parent and the Corporation after the Closing Date for any period ending on or prior to the Closing Date (the "Pre-Closing Tax Returns"). CIH shall, and shall cause Parent, the Corporation and Amalco to, provide all assistance reasonably required by the Vendor in preparing and filing such Tax Returns.

(b)

Vendor shall deliver any such Pre-Closing Tax Return to CIH for its review as soon as possible but in any event at least 45 days prior to the date on which such Pre-Closing Tax Return is required to be filed. Unless CIH objects in good faith to any item of the draft Pre-Closing Tax Return and delivers notice of such objection, specifying the items in dispute, to the Vendor within ten (10) days of receiving the draft Pre-Closing Tax Return in accordance with Section 10.2(c), the Pre-Closing Tax Return shall be filed.

(c)

In the event that CIH objects in good faith to any item of the draft Pre-Closing Tax Return, CIH shall so advise the Vendor by delivery to the Vendor of a notice within ten (10) days after the delivery by the Vendor to CIH of the draft Pre-Closing Tax Return. CIH and Vendor, each acting reasonably and in good faith, shall diligently work to resolve all items in dispute set out in such notice at least two (2) Business Days prior to the date such Pre-Closing Tax Return is required to be filed. If CIH and Vendor resolve such items, such Pre-Closing Tax Return, revised to reflect such resolution, shall be filed. If CIH and Vendor do not resolve such items at least two (2) Business Days prior to the date such Pre-Closing Tax Return is required to be filed, the Pre-Closing Tax Return shall be finalized by the Auditor whose determination shall be final and binding on the Parties. In the event the Auditor is unable to make its determination prior to the date such Pre-Closing Tax Return is required to be filed, the form prepared by the Vendor shall be filed and as soon as practicable following the determination by the Auditor an amended Pre-Closing Tax Return will be filed.

(d)

CIH shall cause Parent or the Corporation, as the case may be, to execute and file the Pre-Closing Tax Return referred to in Section 10.2(b) or Section 10.2(c).

(e)

The parties agree that, notwithstanding anything to the contrary contained herein, the provisions in this Section 10.2 do not apply to the Tax Returns for the Parent or the Corporation for the year ended December 31, 2007, which were filed on or before June 30, 2008.

(a)

From time to time after the Closing Date, each Party will, at the request of the other Party, execute and deliver such additional conveyances, transfers and other assurances as may be reasonably required to effectively transfer the Purchased Shares and the Purchased Assets and to carry out the terms of this Agreement.

(b)

From and after the Closing Date, the Vendor shall not, in any way interfere with the collection of the Wolverine Owned Receivables, and Wolverine shall, at the request of Black Ice or Amalco, use commercially reasonable efforts to assist Black Ice with the collection of the Wolverine Owned Receivables, provided that Wolverine shall not be required to incur any third party costs in connection therewith.

(a)

Subject to the Sales Agency Agreement and to Section 10.6(c), from the date of this Agreement, CIH shall not, and CIH shall ensure that Amalco and any Affiliate of CIH shall not, in each case on its own behalf or on behalf of or in connection with any other Person, directly or indirectly, in any capacity whatsoever (including as principal, agent, joint venturer, partner, shareholder or other equity holder, independent contractor, licensor, licensee, franchiser, franchisee, distributor, consultant, supplier or trustee or by and through any Person or otherwise):

(i)

canvas or solicit the business of (or procure or assist in canvassing or soliciting the business of) (i) any Exclusive Customer any where in the world until the CIH Non-Compete Termination Date, or (ii) any Agency Customer in the United States of America or in Mexico in respect of any Products until December 31, 2010;

(ii)

accept (or procure or assist the acceptance of) (i) any business from any Exclusive Customer any where in the world until the CIH Non-Compete Termination Date, or (ii) any Agency Customer in the United States of America or in Mexico in respect of any Products until December 31, 2010;

(iii)

supply (or procure or assist the supply of) (i) any goods or services to any Exclusive Customer any where in the world until CIH Non-Compete Termination Date, or (ii) any Agency Customer in the United States of America or in Mexico in respect of any Products until December 31, 2010.

(b)

Subject to Section 10.8(b), Amalco is not subject to Section 10.6(a) with respect to the sale of copper plumbing or refrigeration tube to any Exclusive Customer provided such copper plumbing or refrigeration tube is delivered to such customer in Canada.

(c)

For purposes hereof, "Exclusive Customer" means any business or Person listed on Exhibit II to this Agreement, any successor thereof and any business or Person to whom such first-mentioned business or Person or any successor thereof transfers all or substantially all of its business which uses products manufactured by Wolverine Tube, Inc., Amalco or their Affiliates.

(d)

For purposes hereof, "Agency Customer" means any business or Person listed on Exhibit III to this Agreement, any successor thereof and any business or Person to whom such first-mentioned business or Person or any successor thereof transfers all or substantially all of its business which uses products manufactured by Wolverine Tube, Inc., Amalco or their Affiliates; provided that Spinco Metal Products, Inc. shall be deemed deleted from Exhibit III when the letter agreement dated May 12, 2008 (with an effective date of May 31, 2008) between Spinco Metal Products, Inc. and Wolverine Tube, Inc. expires and that A.Y. McDonald or W.C. Wood shall be deemed deleted from Exhibit III when such business or Person is, pursuant to the Sales Agency Agreement, deemed deleted from Exhibit B to the Sales Agency Agreement.

(e)

For purposes hereof, "Products" means copper tube products manufactured or distributed by Amalco at its facility in London, Ontario, Canada other than copper plumbing and refrigeration products manufactured or distributed by Amalco.

(a)

Subject to Section 10.8(b), from the date of this Agreement until the Wolverine Non-Compete Termination Date, the Vendor shall not, and the Vendor shall ensure that its Affiliates (other than Amalco or any of its Subsidiaries, if Amalco becomes an Affiliate of the Vendor) shall not, in each case on its own behalf or on behalf of or in connection with any other Person, directly or indirectly, in any capacity whatsoever (including as principal, agent, joint venturer, partner, shareholder or other equity holder, independent contractor, licensor, licensee, franchiser, franchisee, distributor, consultant, supplier or trustee or by and through any Person or otherwise):

(i)

canvas or solicit the business of (or procure or assist in canvassing or soliciting the business of) any Canadian Wholesale Customer in Canada or any Canadian Industrial Customer in Canada;

(ii)

accept (or procure or assist the acceptance of) any business from any Canadian Wholesale Customer in Canada or any Canadian Industrial Customer in Canada;

(iii)

supply (or procure or assist the supply of) any goods or services to any Canadian Wholesale Customer in Canada or any Canadian Industrial Customer in Canada.

(b)

If any Exclusive Customer wishes to deal with only one of Amalco or Wolverine Tube, Inc., then with respect to such Exclusive Customer, Wolverine Tube, Inc. will not be subject to Section 10.8(a) and Amalco will be subject to Section 10.6(a), and all copper plumbing or refrigeration tube Wolverine Tube, Inc. sells to such Exclusive Customer for delivery anywhere in Canada will be manufactured or distributed by Amalco and will be sold at prices established from time to time by Amalco for such copper plumbing or refrigeration tube.

(c)

For purposes hereof, "Canadian Wholesale Customer" means any business or Person who purchases copper plumbing or refrigeration tube.

(d)

For purposes hereof, "Canadian Industrial Customer" means any business or Person who purchases industrial tube, other than any such business or Person listed on Exhibit I or Exhibit II and any successor thereof and any business or Person to whom a business or Person listed in Exhibit I or Exhibit II or any successor thereof transfers all or substantially all of its business which uses any product manufactured by Wolverine Tube, Inc. or any of its Affiliates.

(a)

to the Vendor at:

c/o Wolverine Tube, Inc.

200 Clinton Avenue

Suite 1000

Huntsville, Alabama

USA 35801

Attention:

President

Facsimile:

256 ###-###-####

 

Attention:

Karen Jackson and Simon Romano

(b)

to the Purchaser or CIH at:

Black Ice Capital Corp.

c/o Royal Capital Management Corp.

4100 Yonge Street

Suite 504

Toronto, Ontario

Canada M2P 2G2

Attention:

Jean Noelting

Facsimile:

416 ###-###-####

(a)

This Agreement becomes effective only when executed by the Vendor, Wolverine, the Purchaser, CIH and Black Ice. After that time, it is binding on and enures to the benefit of the Vendor, Wolverine, the Purchaser, CIH and Black Ice and their respective successors and permitted assigns.

(b)

Subject to Section 10.7 and Section 10.9, neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any Party without the prior written consent of the other Parties.

(a)

This Agreement is governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

(b)

Each Party irrevocably attorns and submits to the non-exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

(c)

Each of the Vendor, the Purchaser and CIH waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any action or liability directly or indirectly arising out of, under or in connection with this Agreement or the transactions contemplated by this Agreement. Each of the Vendor, the Purchaser and CIH:

(i)

certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of any such action or liability, seek to enforce the foregoing waiver, and

(ii)

acknowledges that it has been induced to enter into this Agreement and the transactions contemplated by this Agreement, as applicable, by, among other things, the mutual waivers and certifications in this Section 11.13(c).

WOLVERINE TUBE CANADA LIMITED PARTNERSHIP, by its general partner, 3072453 NOVA SCOTIA COMPANY

Authorized Signing Officer

Authorized Signing Officer

Authorized Signing Officer

Sector 3

 

Dovebid

 

Cushman

 

WSP Environmental

 

Ernst & Young

 

CIT

 

Merrill Comm

 

Total

 

  INVOICE AMOUNT

Alliance International

2502

CD 674973

$272.34

St. Jacobs, ON

CL 689125

23,039.48

CL 690067

343.93

CL 690082

174,737.93

CL 690408

63,390.60

 

 

 

Cello Products Inc.

1069

LO 690505

54,029.80

Cambridge, ON

LO 690506

16,070.15

LO 690507

54,763.59

 

 

 

Elkhart Products Corp

5054

CL 907090

$1,264.88

Elkhart, IN

CL 907091

948.32

CL 907092

2,212.51

CL 907093

1,813.85

CL 907094

221.02

CL 907095

2,209.10

CL 907096

3,478.04

EC 907089

1,096.32

EC 907097

3,908.82

EC 907109

2,788.16

EC 688194

99,919.79

EC 688371

33,403.34

EC 688374

49,578.31

EC 688375

19,389.19

EC 688377

17,968.83

EC 688638

46,045.19

EC 688755

100,285.91

EC 689114

27,037.59

EC 689313

101,282.51

EC 689474

15,594.31

EC 689477

2,945.09

  INVOICE AMOUNT

Elkhart (cont'd)

EC 689479

8,713.25

EC 689833

8,453.47

EC 689829

22,710.22

EC 689831

39,727.71

EC 689832

18,762.12

5054

EC 689871

12,499.23

EC 689872

14,481.13

EC 689873

4,952.65

EC 689874

8,429.22

EC 689876

4,895.95

EC 689877

4,826.35

EC 689941

14,889.23

EC 689983

1,224.56

EC 689984

9,510.78

EC 690028

4,840.37

EC 690029

5,363.71

LO 690036

12,759.46

EC 690130

12,125.87

EC 690131

5,718.80

EC 690132

10,763.04

EC 690133

3,306.65

EC 690174

5,338.52

EC 690175

3,278.83

EC 690176

4,250.50

EC 690240

13,502.60

EC 690241

20,440.75

EC 690243

8,954.65

EC 690244

1,397.64

EC 690246

7,141.13

EC 690148

5,183.73

EC 690239

15,994.42

EC 690242

10,751.25

EC 690245

21,770.28

EC 690247

10,131.48

EC 690249

7,237.60

EC 690250

11,437.31

EC 690251

13,832.23

EC 690292

4,596.61

EC 690293

9,799.22

EC 690294

15,478.65

 

  INVOICE AMOUNT

Elkhart (cont'd)

EC 690297

8,440.07

EC 690355

2,677.81

EC 690356

5,006.21

EC 690357

3,836.66

EC 690360

2,662.46

EC 690361

4,800.22

EC 690362

2,232.54

EC 690416

4,004.54

EC 690498

26,830.88

EC 690499

8,755.82

EC 690500

2,470.89

EC 690501

3,721.95

5054

EC 690502

8,041.52

EC 690503

7,107.07

EC 690504

6,701.33

EC 690532

10,390.38

LO 690544

12,303.20

EC 690558

7,310.05

EC 690593

7,026.57

EC 690594

7,137.12

EC 690595

9,134.11

EC 690596

35,635.62

EC 690597

13,383.12

EC 690598

3,686.12

EC 690599

18,378.78

EC 690609

1,967.61

EC 690610

4,934.94

EC 690634

4,058.42

EC 690678

3,398.55

EC 690693

14,028.06

EC 690733

4,671.38

EC 690734

5,919.98

EC 690765

10,261.62

EC 690766

6,374.27

EC 690796

13,616.81

LO 690893

12,743.98

EC 690947

49,834.78

EC 690948

19,043.76

EC 690949

36,641.78

EC 690950

5,087.14

 

  INVOICE AMOUNT

Wolseley Canada, Inc.

CL 689506

$17,600.46

Laval, QC

Cl 689778

43,433.27

CL 689780

133,755.12

CL 689878

6,929.46

CL 689880

5,952.21

CL 689918

16,080.03

CL 689949

692.96

CL 689950

5,134.64

CL 689951

4,947.81

CL 689957

8,526.21

CL 689958

25,623.44

CL 689959

8,298.77

CL 689963

10,083.49

CL 689965

5,289.10

CL 689966

12,955.59

CL 690015

41,360.30

CL 690018

59,484.11

CL 690021

40,996.47

CL 690633

420.57

CL 690643

5,395.09

CL 690646

4,701.42

CL 690647

14,064.24

CL 690664

69,104.75

CL 690699

2,018.74

CL 690704

1,202.22

CL 690705

3,639.27

CL 690721

13,160.26

CL 690725

11,875.17

CL 690727

12,366.83

CL 690822

1,345.84

CL 690834

3,051.81

CL 690958

18,447.34

CL 690986

8,116.20

CL 691002

24,183.15

CL 691006

12,227.72

CL 690671

38,615.88

CL 690980

12,830.45

CL 690981

2,371.72

CL 69068

1,088.90

CL 690076

9,901.54

 

 

 

  INVOICE AMOUNT

 

W.C. Wood Co. Ltd.

LO 690813

$65,942.23

Guelph, ON

LO 690814

27,360.22

 

 

1.

Mestek

2.

Camus Hydronics

3.

Thermohydronics

4.

Chilcon

5.

Koolair

6.

KeepRite Heating and Cooling Products

1.

Trane Inc.

2.

Carrier Corporation

3.

Johnson Controls Inc.

4.

Goodmans

5.

General Electric

6.

Whirlpool

7.

Electrolux

8.

Emerson

9.

Rheem

1.

A.Y. McDonald

2.

Ryerson-Tull

3.

Diversified Heat Transfer

4.

Ingersol Rand Company and all of its Affiliates (Trane, Home Depot Supply, ThermoKing, Map Industries)

5.

J.M. Fry

6.

Luvata

7.

The CES Group (Temtrol, Mammoth, Webco, Nordyne, Nortek, Hunt Air, Ventrol)

8.

PVI Industries

9.

Refrigeration Research

10.

Spinco Metal Products, Inc.

11.

Turbotec

12.

W.C. Wood

13.

I.E.C. (now Thermocline)

14.

Koax

15.

Dayco