AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTPurchase Agreement • December 30th, 2008 • Wolverine Tube Inc • Rolling drawing & extruding of nonferrous metals • New York
THIS AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, effective as of October 15, 2008 (this “Amendment”), is entered into by and among DEJ 98 Finance, LLC, a Delaware limited liability company (the “Seller”), Wolverine Finance, LLC, a Tennessee limited liability company, as initial servicer (the “Servicer”), Wolverine Tube, Inc., a Delaware corporation, as performance guarantor (the “Performance Guarantor” and, together with the Seller and the Servicer, the “Seller Parties”), The CIT Group/Business Credit, Inc., a New York corporation (“CIT/BC”), individually and as co-agent (the “Co-Agent”), and Wachovia Bank, National Association, individually (“Wachovia” and, together with CIT/BC, the “Purchasers”), and as agent for the Purchasers (together with its successors and assigns in such capacity, the “Agent” and, together with the Co-Agent, the “Agents”).
OPTIONED 20% INTEREST PURCHASE AGREEMENT dated as of September 15, 2008 between WOLVERINE TUBE INC., WOLVERINE CHINA INVESTMENTS, LLC, and WIELAND-WERKE AGInterest Purchase Agreement • December 30th, 2008 • Wolverine Tube Inc • Rolling drawing & extruding of nonferrous metals • Delaware
THIS OPTIONED 20% INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of September 15, 2008, by and between Wolverine Tube Inc., a Delaware corporation which has its principal place of business at 200 Clinton Avenue West, Suite 1000, Huntsville, Alabama 35801 (“Wolverine”), Wolverine China Investments, LLC, a Delaware limited liability company having its principal place of business at 200 Clinton Avenue West, Suite 1000, Huntsville, Alabama 35801 (“W/Investments”), and Wieland-Werke AG, a corporation of the Federal Republic of Germany which has its principal place of business at Graf-Arco-Strasse 36, D-89079 Ulm, Germany (“Purchaser). Capitalized words used and not defined herein have the meanings set forth in Annex I. This Purchase Agreement shall be effective from and after September 15, 2008 (the “Effective Date”).
WOLVERINE TUBE, INC. Huntsville, Alabama 35801 September 15, 2008Wolverine Tube Inc • December 30th, 2008 • Rolling drawing & extruding of nonferrous metals
RE: Option Agreement dated as of September 15, 2008, by and among Wolverine Tube, Inc. (“Wolverine”), Wieland-Werke AG (“Wieland”), and Wolverine China Investments, LLC (“W/Investments”) (the “Option Agreement”)
30% INTEREST PURCHASE AGREEMENT dated as of September 15, 2008 between WOLVERINE TUBE INC., WOLVERINE CI INC., WOLVERINE CHINA INVESTMENTS, LLC, and WIELAND-WERKE AGInterest Purchase Agreement • December 30th, 2008 • Wolverine Tube Inc • Rolling drawing & extruding of nonferrous metals • Delaware
THIS 30% INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of September 15, 2008, by and between Wolverine Tube Inc., a Delaware corporation which has its principal place of business at 200 Clinton Avenue West, Suite 1000, Huntsville, Alabama 35801 (“Wolverine”), Wolverine CI Inc., an Alabama corporation which has its principal place of business at 200 Clinton Avenue West, Suite 1000, Huntsville, Alabama 35801 (“Seller”), Wolverine China Investments, LLC, a Delaware limited liability company having its principal place of business at 200 Clinton Avenue West, Suite 1000, Huntsville, Alabama 35801 (“W/Investments”), and Wieland-Werke AG, a corporation of the Federal Republic of Germany which has its principal place of business at Graf-Arco-Strasse 36, D-89079 Ulm, Germany (“Purchaser). Capitalized words used and not defined herein have the meanings set forth in Annex I. This Purchase Agreement shall be effective from and after September 15, 2008 (the “Effective Date”).
CONSENT, WAIVER AND AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • December 30th, 2008 • Wolverine Tube Inc • Rolling drawing & extruding of nonferrous metals • New York
THIS CONSENT, WAIVER AND AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, effective as of December 9, 2008 (this “Consent, Waiver and Amendment”), is entered into by and among DEJ 98 Finance, LLC, a Delaware limited liability company (the “Seller”), Wolverine Finance, LLC, a Tennessee limited liability company, as initial servicer (the “Servicer”), Wolverine Tube, Inc., a Delaware corporation, as performance guarantor (the “Performance Guarantor” and, together with the Seller and the Servicer, the “Seller Parties”), The CIT Group/Business Credit, Inc., a New York corporation (“CIT/BC”), individually and as co-agent (the “Co-Agent”), and Wachovia Bank, National Association, individually (“Wachovia” and, together with CIT/BC, the “Purchasers”), and as agent for the Purchasers (together with its successors and assigns in such capacity, the “Agent” and, together with the Co-Agent, the “Agents”).
OPTION AGREEMENTOption Agreement • December 30th, 2008 • Wolverine Tube Inc • Rolling drawing & extruding of nonferrous metals • Delaware
THIS OPTION AGREEMENT (this “Option Agreement”) is made effective as of the 15th day of September, 2008 (the “Effective Date”), by and between Wolverine Tube Inc., a Delaware corporation having its principal place of business at 200 Clinton Avenue West, Suite 1000 Huntsville, Alabama 35801 (“Wolverine”); and Wieland-Werke AG, a corporation of the Federal Republic of Germany which has its principal place of business at Graf-Arco-Strasse 36, D-89079 Ulm, Germany (the “Purchaser”); and Wolverine China Investments, LLC, a Delaware limited liability company having its principal place of business at 200 Clinton Avenue West, Suite 1000, Huntsville, Alabama 35801 (“W/Investments”).
AMENDMENT NO. 16 TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVERCredit Agreement • December 30th, 2008 • Wolverine Tube Inc • Rolling drawing & extruding of nonferrous metals • North Carolina
THIS AMENDMENT NO. 16 TO AMENDED AND RESTATED CREDIT AGREEMENT AND WAIVER, dated as of December 9, 2008 (the “Agreement”) relating to the Credit Agreement referenced below, is by and among WOLVERINE TUBE, INC., a Delaware corporation (the “Company”), certain of its Subsidiaries identified as Subsidiary Borrowers on the signature pages hereto and any additional Subsidiaries of the Company which become parties to the Credit Agreement in accordance with the terms thereof (collectively referred to as the “Subsidiary Borrowers” and individually referred to as a “Subsidiary Borrower”) (hereinafter, the Company and the Subsidiary Borrowers are collectively referred to as the “Borrowers” or referred to individually as a “Borrower”), each of the financial institutions identified as Lenders on the signature pages hereto (the “Lenders” and each individually, a “Lender”), and WACHOVIA BANK, NATIONAL ASSOCIATION, (“Wachovia”), acting in the manner and to the extent described in Article XIII of the
