First Amendment And Assignment of Agreement of Purchase And Sale And Joint Escrow Instructions

Exhibit 10.12 ASSIGNMENT AND FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND
SALE AND JOINT ESCROW INSTRUCTIONS This ASSIGNMENT AND FIRST AMENDMENT TO AGREEMENT OF PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS (this " Agreement" ) is entered into by Marnell Properties, LLC a Nevada limited liability company (" Assignor" ), Century Steel, Inc., a Nevada corporation (" Assignee" ), and Pioneer Americas LLC, a Delaware limited liability company as successor to Pioneer Chlor Alkali Company Inc. (" Seller" ), effective October 31, 2005 (" Effective Date" ). RECITALS A. Assignor and Seller have executed an Agreement of Purchase And Sale And Joint Escrow Instructions (" Purchase and Sale Agreement" ) effective as of June 3, 2005 (Assignor' s entire right, title and interest under the Purchase and Sale Agreement is referred to as the " Purchase Interest" ); B. Assignor wishes to transfer and assign the Purchase Interest to Assignee; C. Assignee and Seller wish to amend the Purchase and Sale Agreement. NOW, THEREFORE, Assignor and Assignee agree as follows: 1. Assignment . Assignor assigns to Assignee the Purchase Interest. The Purchase Interest inclu ...