WOLVERINE TUBE, INC. AMENDMENT TO VOTING AGREEMENT
WOLVERINE
TUBE, INC.
AMENDMENT
TO
This
Amendment to Voting Agreement (the “Amendment”) is made as of March 20, 2008 by
and among Wolverine Tube, Inc., a Delaware corporation (the “Company”), the
holders of shares of the Company’s Series A Convertible Preferred Stock, par
value $1.00 per share (the “Series A Preferred Stock”) listed on the signature
page hereto (each such holder of Series A Preferred Stock is hereinafter
referred to as a “Series A Holder” and, collectively, as the “Series A Holders”)
and the holders of shares of the Company’s Series B Convertible Preferred Stock,
par value $1.00 per share (the “Series B Preferred Stock”) listed on the
signature page hereto (each such holder of Series B Preferred Stock is
hereinafter referred to as a “Series B Holder” and, collectively, as the “Series
B Holders”).
RECITALS
WHEREAS,
the Company and the Series A Holders have previously entered into that certain
Voting Agreement, dated as of February 16, 2007 (the “Voting Agreement”;
capitalized terms used herein but not defined herein shall have the meanings
ascribed thereto in the Voting Agreement);
WHEREAS,
substantially concurrently with the execution and delivery of this Amendment,
the Company is issuing its Series B Preferred Stock to the Series B Holder;
WHEREAS,
the Company, the Series A Holders and the Series B Holders desire to enter
into
this Amendment for the purpose of amending the Voting Agreement to include
the
shares of Series B Convertible Preferred Stock;
NOW,
THEREFORE, in consideration of the mutual promises and covenants hereinafter
set
forth, the parties hereto hereby agree as follows:
1. | Amendment of Definition of “Voting Securities”. |
1.1
|
For
the avoidance of doubt, the parties hereto agree that the term “Voting
Securities” as used in the Voting Agreement is hereby amended and restated
in its entirety as follows: “Voting Securities” means Common Stock,
Series
A Preferred Stock, Series B Convertible Preferred Stock, par value
$1.00
per share, of the Company and all other securities of the Company
that
entitle the holders thereof to vote on all matters on which holders
of
Common Stock are entitled to
vote.”
|
1.2
|
The
Series B Holders agree to become party to the Voting Agreement and
to be
bound by the terms thereof, including those provisions applicable
to an
Investor.
|
1.3
|
Except
as set forth above, the Voting Agreement shall remain in full force
and
effect.
|
[Remainder
of Page Intentionally left Blank
Signature
Page follows]
IN
WITNESS WHEREOF, the parties hereto have executed this Voting
Agreement Amendment as of the date first written above.
COMPANY:
WOLVERINE
TUBE, INC.
By:
|
/s/ Xxxxx X. Xxxx |
Name:
Xxxxx X. Xxxx
|
|
Title:
Chief Financial Officer
|
SERIES
A
HOLDERS:
THE
ALPINE GROUP, INC.
By:
|
/s/ X. Xxxxxxxx Posner |
Name:
X. Xxxxxxxx Posner
|
|
Title:
Executive Vice President
|
ALKEST,
LLC
By:
|
/s/Xxxx Xxxxxxxxxx |
Xxxx
Xxxxxxxxxx, as its
|
|
Sole
Member
|
PLAINFIELD
SPECIAL SITUATIONS MASTER FUND LIMITED
By:
|
/s/ Xxxxxx X. Xxxxxxx |
Name:
Xxxxxx X. Xxxxxxx
|
|
Title:
Authorized Individual
|
SERIES
B
HOLDERS:
THE
ALPINE GROUP, INC
Voting
Agreement Amendment Signature Page