Plainfield Special Situations Master Fund Limited c/o Plainfield Asset Management LLC Greenwich, CT 06830
Plainfield
Special Situations Master Fund Limited
c/o
Plainfield Asset Management LLC
00
Xxxxxxxx Xxxxxx
Xxxxxxxxx,
XX 00000
January
31, 2007
|
The
Alpine Group, Inc.
Xxx
Xxxxxxxxxxx Xxxxx, Xxxxx 000
Xxxx
Xxxxxxxxxx, XX 00000
Re: Wolverine
Tube, Inc.
Dear
Sirs:
Reference
is made to the Preferred Stock Purchase Agreement, dated as of the date hereof
(as amended, modified or supplemented from time to time, the “Purchase
Agreement”),
by
and among Wolverine Tube, Inc., a Delaware corporation (the “Company”),
Plainfield Special Situations Master Fund Limited (the “Plainfield
Investor”)
and
The Alpine Group, Inc. (the “Alpine
Investor,”
and
together with the Plainfield Investor, the “Investors”).
Capitalized terms used but not defined herein shall have the meanings ascribed
to them in the Purchase Agreement.
In
connection with entering into the Purchase Agreement, the parties to this letter
agreement hereby agree as follows:
1. Joint
Agreement Required.
The
parties hereto agree that from the date hereof until the earlier of (a) such
time as agreed to by the Plainfield Investor and the Alpine Investor in writing
or (b) the consummation of the transactions contemplated by the Purchase
Agreement in accordance with its terms (any such date, the “Termination
Date”),
any
decision, election, action, determination or other matter relating to, arising
under or otherwise in connection with the Purchase Agreement or any of the
other
Transaction Documents (including, without limitation, any waivers or amendments
to the Purchase Agreement and any matters relating to the termination thereof),
shall be made only by the approval or consent of each of the Plainfield Investor
and the Alpine Investor. Notwithstanding the foregoing, in the event the Closing
has not occurred prior to the date set forth in Section 6.2(a)(ii)(x) of the
Purchase Agreement, either the Plainfield Investor or the Alpine Investor may,
at its option, request the termination of the Purchase Agreement, and the
parties hereto shall cooperate in order to give effect to such termination
in
accordance with the Purchase Agreement; provided, however, that in the event
that either the Plainfield Investor or the Alpine Investor elect to terminate
the Purchase Agreement pursuant to the preceding sentence, then the other
Investor may elect to accept an assignment of all of such terminating Investor’s
rights and obligations under the Purchase Agreement, in which event the Purchase
Agreement shall not be terminated and the non-terminating Investor shall perform
all of the obligations of the Investors thereunder and the terminating Investor
shall receive a written release with respect to its obligations under the
Purchase Agreement from the non-terminating Investor.
2. Equity
Commitment/Option.
As
provided in the Purchase Agreement, the Alpine Investor has agreed to purchase
US$10,000,000 of Preferred Stock at the Closing. The Plainfield Investor has
agreed to purchase US$40,000,000 of Preferred Stock at the Closing. In addition,
the Alpine Investor has agreed to purchase a number of additional shares of
Preferred Stock representing 20% of the amount of the standby commitment
required to be invested by the Investors pursuant to and in accordance with
Section 4.13 of the Purchase Agreement (such aggregate number of additional
shares actually purchased by the Investors, the “Standby
Shares”),
and
the Plainfield Investor has agreed to purchase a number of additional shares
of
Preferred Stock representing 80% of the Standby Shares. The Investors further
agree that the Alpine Investors shall have the first option to purchase Option
Shares under Section 4.13 of the Purchase Agreement up to an amount so that
the
Alpine Investor’s aggregate equity ownership in the Company acquired pursuant to
the Purchase Agreement, following such purchase of Option Shares and including
any option issued to Alpine under the Incentive Plan (as defined below), equals
25% of the fully diluted equity of the Company. In addition, if the Alpine
Investor has exercised its rights pursuant to the previous sentence prior to
the
expiration of the Investors’ right to purchase Option Shares pursuant to Section
4.13 of the Purchase Agreement, the Alpine Investor shall have the right, at
any
time during the 60-day period following such expiration, to purchase from the
Plainfield Investor, at a price per share that reflects the actual cost paid
for
such share by the Plainfield Investor plus any accrued and unpaid dividends
on
such share (if applicable), up to the number of shares of Preferred Stock and/or
Common Stock (allocated among Preferred Stock and Common Stock proportionately
based on the securities purchased by the Plainfield Investor pursuant to the
Purchase Agreement) such that the Alpine Investor’s aggregate equity ownership
in the Company acquired pursuant to the Purchase Agreement, following such
purchase from the Plainfield Investor and including any option issued to Alpine
under the Incentive Plan, equals 25% of the fully diluted equity of the
Company.
3. Exchange
Bonds.
The
Plainfield Investor shall tender in the Registered Exchange Offer not less
than
$25,000,000 face amount of the Company’s 7.375% Notes.
4. Additional
Secured Credit Facility.
In the
event of a request by the Company for a credit facility pursuant to Section
4.12(f) of the Purchase Agreement, the Plainfield Investor will provide such
a
facility on the terms provided in such Section and as agreed to between the
Company and Plainfield.
5. Representations.
Each
of
the Investors, severally and not jointly, represents and warrants to the other
parties hereto that (i) it has the requisite power and authority to execute
and
deliver this letter agreement and to perform its obligations hereunder; (ii)
the
execution and delivery of this letter agreement and the performance by it of
its
obligations hereunder have been duly authorized by its governing body and no
other proceedings on its part are necessary for the execution and delivery
of
this letter agreement and the performance of its obligations provided for
herein; and (iii) this letter agreement has been duly executed and delivered
by
it and constitutes a valid and binding obligation of it, enforceable against
it
in accordance with its terms.
6. No
Reliance.
None of
the Investors has relied, and the Investors will continue not to rely, on any
representation, warranty, statement, act or investment expertise of the other
in
making any decision to invest in the Company, take any other action in respect
of the Company or its investment in the Company, or to participate in any of
the
transactions contemplated by the Purchase Agreement or the other Transaction
Documents. Each of the Investors has and will continue to make independent
decisions concerning the Company and the Transaction Documents (except as
specifically provided in Section 1 above).
7. Stockholders’
Agreement.
Each of
the Investors agrees to enter into a Stockholders’ Agreement substantially in
the form attached as Exhibit
A
hereto
(the “Stockholders
Agreement”)
and a
Registration Rights Agreement substantially in the form attached as Exhibit
B
hereto
(the “Registration
Rights Agreement”)
upon
the consummation of the Closing under the Purchase Agreement.
8. Cooperation;
Filings.
In
connection with the consummation of the transactions contemplated by the
Purchase Agreement, each of the Investors agrees to use reasonable efforts
to
provide such information and assistance so as to assist in satisfaction of
the
obligations pursuant to the Purchase Agreement and any matters required to
be
undertaken in connection therewith, including, but not limited to, providing
information that is necessary with respect to the filing of Schedule 13D (as
a
“group” to the extent applicable), and seeking clearance with respect to HSR (if
applicable). Notwithstanding the foregoing, no party shall be required to modify
any internal relationship or relationship with Affiliates, divest or limit
its
rights with respect to any assets, agree to any restriction of its activities
or
modify any transaction with affiliates in order to obtain the approval of any
regulatory agency in order to consummate the transactions contemplated by the
Purchase Agreement. In connection with the consummation of the transactions
contemplated by the Purchase Agreement, each of the Investors agrees to use
all
reasonable efforts to adopt an Equity Incentive Plan of the Company (the
“Incentive
Plan”)
and to
issue to the Alpine Investor an option under the Incentive Plan, each on the
terms agreed between the Investors.
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9. Sharing
of Fees and Payments.
In the
event any payments are made to Purchasers pursuant to Sections 6.2 or 6.3 of
the
Purchase Agreement, notwithstanding anything to the contrary in the Purchase
Agreement, such amounts shall be allocated as follows: (i) first, to each of
the
Investors until each such parties have been fully reimbursed for any fees,
expenses, costs or other out-of-pocket amounts incurred in connection with
the
transactions contemplated by the Purchase Agreement (“Transaction
Fees”)
and
(ii) second, to the extent any amounts remain, pro rata to each of the Investors
based upon their respective portion of the Aggregate Purchase Price under the
Purchase Agreement. At any time at the request of any Investor, the Investors
shall make such payments to each other so that all Transaction Fees are borne
pro rata based upon their respective portions of the Aggregate Purchase
Price.
Upon
the
Termination Date, this letter shall terminate in accordance with its terms
without any action by the parties hereto, and shall be of no further force
or
effect; provided,
however,
that
the obligation to make payments pursuant to Section 10 above shall survive
until
all such amounts have been distributed in accordance with Section
10.
This
letter agreement may be executed in two or more counterparts, all of which
shall
be considered one and the same agreement and shall become effective when one
or
more counterparts have been signed by each of the parties and delivered (by
facsimile or otherwise) to the other party. Any counterpart or other signature
hereupon delivered by facsimile shall be deemed for all purposes as constituting
good and valid execution and delivery of this letter agreement by such party.
This letter agreement constitutes the entire agreement between the parties
hereto with respect to the transactions contemplated hereunder and supersedes
all prior arrangements or understandings with respect thereto, written or oral.
This letter agreement shall not be assignable by any Investor to any Person,
other than an affiliate of such Investor, without the prior written consent
of
the other parties hereto. This letter agreement is solely for the benefit of
the
parties hereto and is not intended to create any rights in any third parties
other than permitted assignees.
None
of
the parties nor their representatives or affiliates shall make any public
announcement with respect to this letter agreement or the transactions
contemplated hereby, except as required by applicable law, and no such public
announcement (including any required filing that is publicly available) shall
be
made, to the extent reasonably practicable, without prior consultation with
the
other parties hereto.
This
letter agreement shall be governed by the laws of the State of New York, without
regard to the principles of conflicts of laws thereof that would cause the
application of the laws of another jurisdiction.
*
* * * *
* *
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Please
acknowledge your agreement and consent to the foregoing by signing as indicated
below and returning an executed copy of this letter agreement to the
undersigned.
Plainfield Special Situations Master Fund Limited | ||
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By: | ||
Name: |
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Title: |
Agreed
to
and acknowledged by:
THE
ALPINE GROUP, INC.
By: | ||||
Name: |
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Title: |
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