MEMORAI\DTIM OF T]NDERS TANDING

This Memorandum of Understanding ("MOU") is dated and effective as of April 12,2016by and among ANSOMA COPPER & BRASS,INC., a Delaware corporation, having anoffice and principal place of business at 725 Bank Street, Waterbury, CT 06708 ("egpp.er_&_Brass"), ANSONIA SPECIALTY METALS, LLC, a Delaware limited liability company,having an office and principal place of business at 725 Bank Street, Waterbury, CT 06708("Specialty Metals") and the CITY OF ANSONIA, a municipal corporation, having an office at253 Main Street, Ansonia, CT 06401 (the "Qiryl').

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A. Copper & Brass is the owner of that certain parcel of land containing approximately 16.5acres, located at 75 Liberty Street, Ansonia, Connecticut and identified as Assessor'sMap No. 033, Block 0019, Lot 0000 (the'ol,iberty Street Parcel") and that certain parcelof land containing approximately 22.04 acres, located at 7 Riverside Drive, Ansonia,Connecticut and identified as Assessor's Map 035, Block 0001, Lot 0004 (the "&verside-Drive Parcel").

B. Copper & Brass is the principal taxpayer of record appearing on the Crty's Grand Listwith respect to the Liberty Street Parcel and the Riverside Drive Parcel and taxablepersonal property located on the Liberty Street Parcel and the Riverside Drive Parcel.

C. Specialty Metals is an affiliate of Copper & Brass and a secondary taxpayer of recordappearing on the City's Grand List with respect to taxable personal property located onthe Liberty Street Parcel and the Riverside Drive Parcel.

D. The Liberty Street Parcel and the Riverside Drive Parcel are, collectively, the site of theformer Ansonia Copper & Brass production facility (the "Facilit),").

E. The Facility includes an office building, constructed in approximately 1949, twoindustrial mill buildings, constructed in approximately 1896, a machine shop, conskuctedin approximately 1918, and a warehouse/storage building, constructed in approximately1905.

As of the date of this MOU, the Facility is unoccupied.

Copper & Brass is delinquent in payment of taxes due to the City with respect to theLiberty Street Parcel and the Riverside Drive Parcel and sewer charges with respect to theRiverside Drive Parcel

Specialty Metals is delinquent in the payment of taxes due to the City with respect to theLiberty Street Parcel and the Riverside Drive Parcel.

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Copper & Brass desires to redevelop the Liberty Street Parcel and Riverside Drive Parcelin cooperation with the City.

The City desires to cooperate with Copper & Brass in the redevelopment of the LibertyStreet Parcel and Riverside Drive Parcel.

A building known as the Flatwire Building is located in the northern area of the RiversideDrive Parcel has been identified by Copper & Brass as potentially suitable for demolition.

The flat wire building is located adjacent to the previously demolished site on the LibertyStreet side of the property. The building is approximatelyl70,000 s.f. and sits on 4 acresof land.

M. Historically the Flat Wire Building was used for engineering, maintenance services,repair parts and consumable supplies were stored here and the actual flat wire productswere manufactured in this building.

N. Additionally, Copper and Brass has identified several accessory structures as potentiallysuitable for demolition, including a bridge over the rail line running through the Facility.

O. The City is willing to grant a reduction of the delinquent tax liability accrued on theRiverside and Liberty Street Parcels on the condition that Copper & Brass and SpecialtyMetals keep and abide by the promises and covenants described below.

NOW, TIIEREFORE, in consideration of the mutual promises contained herein, the City,Copper & Brass and Specialty Metals agree as follows.

1. DEFINITIONS. This MOU contains many words and phrases with initial, capitalizedletters. These words and phrases are used as specially defined terms in an effort to makethis MOU easier to read. An effort has been made to set forth some of the more commondefined terms in this Section, but the Recitals and other Sections also contain definedterms. Whenever a capitalized word or phrase is used in this MOU, it shall have thedefinition specifically ascribed to it, unless the context of the usage implies otherwise.

a. "Cily" means the City of Ansonia.

"D9liugugnt-Taxgg" means the sum of all delinquent real property tax payments,personal property tax payments and Sewer Charges appearing in the records of theCity's Tax Collector and the WPCA Sewer Administrator with respect to theLiberfy Street Parcel and the Riverside Drive Parcel as of the date of this MOU.

"Demolition Contractof' means a contractor licensed in Connecticut to demolishindustrial buildings and structures of the type represented by the Facility.

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"Demolition Site" means the Flat Wire Building, which is hereby incorporatedinto the terms of this Memorandum of Understanding, and any AccessoryBuildings, as that term is defined within this Memorandum of Understanding.

"Accessory Buildind'means any additional buildings and structures that Copperand Brass has identified as suitable for demolition in the general area of the FlatWire Building.

f. "Effective Date" means the date of execution ofthis MOU.

"Enyuen!0gntal_Data" means the following in the possession of a Taxpayer or anyAffiliate, consultant or attorney of the Taxpayer related to the environmentalcondition of the Demolition Site or the presence of pollutants, contaminants, toxicsubstances or hazardous materials thereon or therein: all investigations,assessments, evaluations, analyses, studies, reports, tests, photographs, digitalimages, recordings, drawings, maps and diagrams prepared by any environmentalconsultant or professional, whether employed by a Taxpayer or not, andcorrespondence to or from a Taxpayer and any official of the State of Connecticutor the United States related to any of the foregoing.

"Person" means a corporation, firm, an association, a partnership, an organization,a limited liability company, a business entrty or an individual.

"Representative" means and includes an elected or appointed official of the City,a civil engineer or environmental consultant employed or retained by the City oran attorney employed or retained by the City.

j. "Sewer Charges" means the charges of the WPCA.

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"T3xgg__and_Chalggg" means all real property taxes, personal property taxes andSewer Charges lawfully assessed by the City with respect to any and all propertiesnow or hereafter owned by the Taxpayers and their Affiliates, including, withoutlimitation, the Liberty Street Parcel and the Riverside Drive Parcel.

"Taxpa)rers" means Copper & Brass and Specialty Metals.

2. PROMISES AND COVENANTS OF TIIE TA)PAYERS. The Taxpayers agree to keepand abide by the following promises and covenants in all material respects.

a. Within forty-five (45) days of the Effective Date, the Taxpayers will engage an

environmental consultant to conduct a survey of hazardous materials at theDemolition Site and develop a scope of work associated with demolition andhazardous material removal and/or abatement (collectively, the "DemglilonReport"). The Taxpayers shall deliver to the City a copy of the final DemolitionReport within five (5) business days of receipt by the Taxpayers.

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b. Within thirry (30) days of the Taxpayers' receipt of the final Demolition Report,the Taxpayers will select and retain an experienced Demolition Contractor withappropriate licensing for the anticipated hazardous materials to be removed and/orabated from the Demolition Site.

c. The Demolition Contractor shall cofllmence work at the Demolition Site withinthirty (30) days of selection, provided, however, that commencement may occurat such later date as is reasonably required: (i) by the Demolition Contractor tofully mobilize the resources necessary to commence work; (ii) to obtain any stateor federal permits that are required for demolition and have not yet been approved(provided that such delay is not the result of any failure by the Taxpayers to act ingood faith to obtain such approval); or (iii) for the safe and proper removal orabatement of the hazardous building materials at the Demolition Site incompliance with state and federal regulations regarding same.

d. Upon commencement, the Taxpayers will diligently undertake and perform allaspects of the demolition in a commercially reasonable time.

e. The Taxpayers will keep the City well-informed ofthe project's progress, throughregular communication with the office of the Taxpayers' legal counsel.

f. It is understood that the Taxpayers will be responsible for providing the City, atTaxpayers' expense, with any and all documentation evidencing demolitionexpenditures including, but not limited to: demolition tickets; work orders;invoices; receipts; bills, contracts with demolition contractors; change ordersentered into with demolition contractors; contracts entered into withenvironmental consultants; any and all environmental reporting filed with theState of Connecticut or with the United States government.

3. PROMISES AND COVENANTS OF THE CITY.

a. Provided that the Taxpayers have kept all of their promises and covenants underSection 2 in all material respects, the City will refrain from commencing fuitherenforcement action or execution against the Taxpayers of their property withrespect to any liens or warrants issued in connection with taxes due and owing tothe City.

b. Notwithstanding any liens and warrants in favor of the City applicable thereto,and provided that the Taxpayers maintain all of their promises and covenantsunder Section 2 in all material respects, the Taxpayers will be allowed to conductsales of scrap and recovered materials yielded from the Demolition Site,commencing on the Effective Date, and provided that the Taxpayers adhere to thefollowing conditions:

i. The Ansonia tax collector will be allowed to witness the sale of scrapmaterials and allowed to inspect the materials being scrapped.

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ii. The Taxpayers will provide the City with receipts for scrap materials soldwithin a reasonable time after sale. The Taxpayers will also authorize thescrap dealers to provide receipts to the City.

The City agrees to provide legal counsel for the Taxpayers with reasonable noticethat the City intends to enter to Liberty Street and Riverside Parcels for thepurpose of witnessing a scrap sale, or if the City has an objection to the sale ofscrap under the terms of this Memorandum of Understanding.

The City will credit the Taxpayers' expenditures associated with the demolition atthe Demolition Site against the Taxes and Charges and Delinquent Taxes owed tothe City, on a dollar-for-dollar basis, up to a maximum of Two Hundred and FiftyThousand Dollars ($250,000.00), provided that all such expenditures are

satisfactorily documented and authenticated. The City may exercise thediscretion to authorize additional credit for additional demolition.

e. The City shall cooperate with Taxpayers and use best efforts to obtain at the leastpracticable cost any necessary permission, permits and approvals required by orfrom Metropolitan Transit Authority, Metro-North Railroad, the ConnecticutDepartment of Transportation, or any other state or local agency of government inconnection with the activities undertaken by the Taxpayers at the Demolition Site.

f. The City covenants that all Environmental Data shall be kept confidential to theextent permiued by Connecticut law and that all City representatives havingaccess to the Environmental Data shall sign a non-disclosure agreement in a formacceptable to the Taxpayers.

g. The City will cooperate with the Taxpayers in the filing of applications for stateand federal grants for the remediation of the Liberty Street Parcel, including,without limitation, providing information and data required for the applicationsand executing documents and forms required for the applications in a timelymanner so as to meet applicable filing deadlines.

4. COMPLETION OF DEMOLITION. The Taxpayers shall complete all demolition at theDemolition Site by August 7,2016 (the "Completion Date"), provided, however, that theCompletion Date shall be extended as may be reasonably required due to delays resultingfromaForceMajeureEvent.ForthepurposeSofthisMoU,ao.@,shall mean any actual delay in the performance of the Taxpayers' obligations hereunder,without fault or negligence, to the extent due to strikes, lockouts, or other labor orindustrial disturbance, civil disturbance, act of the public enemy, terrorism, war, riot,sabotage, blockade, embargo, lightning, earthquake, fire, casualty, extreme storm,humicane, tornado, flood, washout, explosion, declaration of national emergency,unusually severe weather which affects the required performance hereunder, or any othercause whatsoever beyond the reasonable control of the Taxpayer, including, withoutlimitation: (a) the occurrence or continuance of any material default hereunder by City;

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(b) the occuffence or continuance of any delay caused by or resulting from the acts,omissions or negligence of the Metropolitan Transit Authority, Metro-North Railroad, theConnecticut Department of Transportation, or any other state or local agency ofgovernment (collectively, "Author!ti.eg"); (c) the imposition, requirement, demand ororder of any condition(s) or procedure(s) (collectively, "Conditions") by any Authorityupon the demolition to be undertaken by the Taxpayers at the Demolition Site, the resultof such Conditions being a cornmercially unreasonable increase in the cost, time orapprovals required by the Taxpayers in the performance of their obligations hereunder;and (d) the failure of any Demolition Contractor, subcontractor or other vendor(s) tofurnish services, materials or equipment in connection with the demolition describedhereunder if such failure is caused by a Force Majeure Event, if and to the extent, andonly so long as such party is not able, after using commercially reasonable efforts, toobtain substitute services, materials or equipment of comparable quality and cost.

CONSEOUENCES OF BREACH OF PROMISE OR COVENANT. If the Taxpayersbreach in any material respect any of the promises or covenants described in Section 2,the City may terminate this MOU by delivery of written notice to the Taxpayers andimmediately commence collection and/or foreclosure actions with respect to anyDelinquent Taxes. If the City breaches in any material respect any of the promises orcovenants described in Section 3. the Taxpayers shall be entitled to pursue their rightsand remedies pursuant to this MOU or as may otherwise be available in law or equity,including, but not limited to, instituting an action for specific performance.

AMENDMENTS. This MOU may not be modified or amended except by a writingexecuted by the City and the Taxpayers.

HEADINGS AND RECITALS. The section headings in this MOU are for convenienceand for reference only and in no way define or limit the scope or content of this MOU orin any way affect its provisions. The Recitals shall be considered an integral part of thisMOU.

SEVERABILITY. A ruling by any court or administrative body that a portion of thisMOU is invalid or unconstitutional shall have no effect on the other terms hereof whichshall remain in full force and effect and binding on the parties.

APPLICABLE LAW. This MOU shall be interpreted and enforced in accordance withthe laws of the State of Connecticut.

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