AMENDMENT NO. 12 TO AMENDED AND RESTATED CREDIT AGREEMENT, AMENDMENT NO. 1 TO AMENDED AND RESTATED PLEDGE AGREEMENT AND CONSENT
AMENDMENT
NO. 12
TO
AMENDED AND RESTATED CREDIT AGREEMENT,
AMENDMENT
NO. 1 TO AMENDED AND RESTATED PLEDGE AGREEMENT
AND
CONSENT
THIS
AMENDMENT NO. 12 TO AMENDED AND RESTATED CREDIT AGREEMENT, AMENDMENT NO. 1
TO
AMENDED AND RESTATED PLEDGE AGREEMENT AND CONSENT, dated as of March 14, 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
Credit Agreement (in such capacity, the “Administrative
Agent”
or
the
“Agent”).
Terms
used but not otherwise defined herein shall have the meanings provided in the
Credit Agreement and the provisions of Sections 1.2 and 1.3 of the Credit
Agreement related to the definitions shall apply herein.
W
I T N E
S S E T H
WHEREAS,
a $35,000,000 credit facility has been extended to the Borrowers pursuant to
the
terms of that certain Amended and Restated Credit Agreement dated as of April
28, 2005 (as amended, modified or otherwise supplemented from time to time,
the
“Credit
Agreement”)
among
the Borrowers, the Lenders, and the Administrative Agent;
WHEREAS,
the obligations of the Credit Parties under the Credit Agreement are secured
by
substantially all the assets of the Credit Parties and their respective future
U.S. Subsidiaries pursuant to the terms of the Security Documents, including,
without limitation, that certain Amended and Restated Pledge Agreement, dated
as
of April 28,
2005 (as
amended or otherwise modified prior to the date hereof, the “Pledge
Agreement”),
among
the Borrowers and the Administrative Agent;
WHEREAS,
the Company intends (i) to enter into that certain Preferred Stock Purchase
Agreement (the “Series
B Preferred Stock Purchase Agreement”)
with
The Alpine Group, Inc. (“Alpine”)
pursuant to which the Company and Alpine have agreed to enter into certain
transactions, including the purchase by Alpine of certain shares of the
Company’s Series B Preferred Stock (as defined therein) (collectively, the
transactions described under this clause (i) being hereinafter referred to
as
the “Alpine
Series B Transaction”)
and
(ii) to enter into a Note Exchange and Debenture Agreement (the “2009
Senior Exchange and Debenture Agreement”)
with
Plainfield Special Situations Master Fund Limited (“Plainfield”)
pursuant to which the Company and Plainfield have agreed to enter into certain
transactions, including the issuance by the Company of up to $38,300,000 in
10
1/2 % senior exchange notes due March 28, 2009 (the “2009
Senior Exchange Notes”)
to
Plainfield in exchange for the 2008 Senior Notes held by Plainfield under the
2008 Senior Note Indenture (collectively, the transactions described under
this
clause (ii) being hereinafter referred to as the “Plainfield
Exchange Note Transaction”);
WHEREAS,
the Company has informed the Administrative Agent that it (i) has formed
Wolverine ▇▇▇▇▇▇▇ Singapore Holdings Private Limited, a company organized under
the laws of Singapore (“W/W
Singapore Holdings”),
as a
wholly-owned direct Subsidiary of Wolverine China Investments, LLC, a Delaware
limited liability company (“Wolverine
China”),
(ii)
will cause W/W Singapore Holdings to become the owner of 100% of the issued
and
outstanding shares of Wolverine Tube Shanghai Co., Ltd., a corporation organized
under the laws of the Peoples Republic of China (“Wolverine
Shanghai”)
and
(iii) will cause Wolverine China to initially sell 30% of the Capital Stock
of
W/W Singapore Holdings to ▇▇▇▇▇▇▇-Werke AG, a corporation of the Federal
Republic of Germany (“▇▇▇▇▇▇▇”)
pursuant to the terms of a Purchase Agreement (the “Wolverine/▇▇▇▇▇▇▇
Purchase Agreement”),
among
the Company, Wolverine China and ▇▇▇▇▇▇▇, with an option (the “▇▇▇▇▇▇▇
Option”)
for
▇▇▇▇▇▇▇ to purchase an additional 20% of the issued and outstanding shares
of
W/W Singapore Holdings, and the Company has further requested that the
Administrative Agent waive the requirement that Wolverine China pledge the
Capital Stock it owns in W/W Singapore Holdings to the Agent as security for
the
Obligations pursuant to the terms of the Pledge Agreement (collectively, the
transactions described herein being hereinafter referred to as the “Wolverine/▇▇▇▇▇▇▇
Transaction”,
and
together with the Alpine Series B Transaction and the Plainfield Exchange Note
Transaction, collectively, the “Transactions”);
WHEREAS,
the Borrowers have requested that the Lenders consent to the Transactions and
in
connection therewith, have requested that certain amendments be made to the
Credit Agreement; and
WHEREAS,
the undersigned Lenders have agreed to consent to the Transactions and to amend
the Credit Agreement as contemplated herein pursuant to the terms and conditions
herein;
NOW,
THEREFORE, in consideration of these premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the
parties hereto agree as follows:
(A) Amendments
to Credit Agreement.
Effective
on (and subject to the occurrence of) the Amendment No. 12 Effective Date (as
hereinafter defined), the Credit Agreement shall be amended as
follows:
1. The
definition of “Change of Control” as set forth in Section 1.1 of the Credit
Agreement is hereby amended by (i) deleting the word “and” at the end of clause
(c) and inserting a “,”
in lieu
thereof and (ii) inserting the phrase “and
(e) the occurrence of a “Change of Control” under the 2009 Senior Exchange and
Debenture Agreement, the 2009 Senior Exchange Notes, or other documents
evidencing the 2009 Senior Exchange Notes” immediately
following the end of clause (d) thereof.
2
2. Section
1.1 of the Credit Agreement is hereby amended by adding the following new
definitions in the appropriate alphabetical order:
“Series
A Preferred Stock Certificate of Designations”
means the Certificate of Designations of Series A Convertible Preferred Stock,
attached as Exhibit
A
to
the Series A Preferred Stock Purchase Agreement.
“Series
A Preferred Stock Purchase Agreement”
means that certain Preferred Stock Purchase Agreement dated as of January 31,
2007 among the Company, Alpine and Plainfield.
“Series
B Preferred Stock Certificate of Designations”
means the Certificate of Designation of Series B Convertible Preferred Stock
s,
attached as Exhibit
A
to
the Series B Preferred Stock Purchase Agreement.
“Series
B Preferred Stock Purchase Agreement”
means that certain Preferred Stock Purchase Agreement between the Company and
Alpine.
“Series
B Preferred Stock”
means the convertible preferred stock designated as the Series B Convertible
Preferred Stock of the Company having the rights, preferences, privileges and
restrictions set forth in the Preferred Stock Certificate of Designations which
shall be convertible into the Common Stock, par value $1.00 per share, of the
Company in accordance with the terms thereof.
“2009
Senior Exchange and Debenture Agreement”
means the Note Exchange and Debenture Agreement, by and among the Company,
the
guarantors named therein and Plainfield, as initial purchaser thereunder, as
the
same may be amended, modified, restated or supplemented and in effect from
time
to time in accordance with the terms hereof.
“2009
Senior Exchange Noteholders”
means a collective reference to the holders from time to time of the 2009 Senior
Exchange Notes and “2009
Senior Exchange Noteholder”
means any one of them.
“2009
Senior Exchange Notes”
means a collective reference to the Company's $38,300,000 10 1/2% Senior
Exchange Notes, due March 28, 2009, issued by the Company in favor of the 2009
Senior Exchange Noteholders, pursuant to the 2009 Senior Exchange and Debenture
Agreement, as such 2009 Senior Exchange Notes may be amended, modified, restated
or supplemented and in effect from time to time in accordance with the terms
hereof.
3. Section
1.1 of the Credit Agreement is hereby amended by deleting in their entirety
the
definitions of “Preferred Stock Certificate Designations” and Preferred Stock
Purchase Agreement”.
4. Section
5.2 of the Credit Agreement is hereby amended by (i) re-lettering clauses (h)
and (i) thereof as clauses (i) and (j), respectively, (ii) inserting a new
clause (h) to read as follows:
3
(h) 2009
Senior Exchange and Debenture Agreement.
Immediately after giving effect to the making of a Loan or the issuance of
a
Letter of Credit, the Company shall not be in violation of the terms of the
2009
Senior Exchange and Debenture Agreement and shall demonstrate in writing
compliance with Section 4.5(i) of the 2009 Senior Exchange and Debenture
Agreement.
(iii)
amending and restating clause (i) in its entirety to read as
follows:
(i) Lien
Sharing Provisions.
Immediately after giving effect to the making of a Loan or the issuance of
a
Letter of Credit, no requirement shall be in effect that any of the Borrowers
make effective provision whereby any or all of the 2008 Senior Notes, the 2009
Senior Notes or the 2009 Senior Exchange Notes will be secured by a Lien equally
and ratably with the Obligations.
and
(iv)
amending and restating the last paragraph thereof in its entirety to read as
follows:
The
delivery of each Notice of Borrowing and each request for a Letter of Credit
shall constitute a representation and warranty by the applicable Borrower of
the
correctness of the matters specified in subsections (b), (c), (d), (e), (f),
(g), (h), (i) and (j) above.
5. Section
7.1(j) of the Credit Agreement is hereby amended and restated in its entirety
to
read as follows:
(j) As
soon as available and in any event within thirty
(30) days after the end of each Production Month of the Consolidated Parties,
a
certificate of a Senior Financial Officer of the Company demonstrating
compliance with each of Section 4.3(i) of the 2008 Senior Note Indenture,
Section 4.11(i) of the 2009 Senior Note Indenture and Section 4.5(i) of the
2009
Senior Exchange and Debenture Agreement by calculation thereof as of the end
of
each such Production Month (the certificate for the 12th
Production Month of each year may be based on interim financials,
provided,
that as soon as audited financial statements are available, if there are any
discrepancies between the interim financials and audited financials affecting
the calculations referred to hereinabove, a corrected certificate shall be
resubmitted promptly to the Administrative Agent and the
Lenders).
6. Section
9.1 of the Credit Agreement is hereby amended by (i) adding the phrase
“and
the Series B Preferred Stock”
to
clause (m) thereof immediately following the word “Stock” appearing therein,
(ii) deleting the word “and” from the end of clause (m) thereof, (iii)
re-lettering clause (n) thereof as clause (o) and (iv) adding a new clause
(n)
thereto as follows:
4
(n) Indebtedness
of the Credit Parties arising under the 2009 Senior Exchange and Debenture
Agreement and the 2009 Senior Exchange Notes in an aggregate principal amount
of
up to $38,300,000; and.
7. Section
9.7 of the Credit Agreement is hereby amended by amending and restating clause
(iv) thereof in its entirety to read as follows:
(iv)
the sale of the Series A Preferred Stock to Alpine and Plainfield in accordance
with the Series A Preferred Stock Purchase Agreement and the sale of the Series
B Preferred Stock to Alpine in accordance with the Series B Preferred Stock
Purchase Agreement.
8. Section
9.11 of the Credit Agreement is hereby amended by amended and restating clauses
(c) and (d) thereof in their entirety to read as follows:
(c)
dividends
payable on the Series A Preferred Stock as and when due in accordance with
the
Series A Preferred Stock Certificate of Designations and dividends payable
on
the Series B Preferred Stock as and when due in accordance with the Series
B
Preferred Stock Certificate of Designations, in each case, so long as no Event
of Default shall exist immediately before or after payment of such dividends
and
(d) dividends, distributions or other payments applied to the payment of the
2008 Senior Notes, to the payment of the 2009 Senior Notes and to the payment
of
the 2009 Senior Exchange Notes to the extent any such payments are permitted
to
be made pursuant to Section 9.15 hereof; provided,
however,
that in each case described under clause (d) hereof, immediately before and
after giving effect to such dividend, distribution or other payment, no Event
of
Default shall exist and the Company shall be in compliance with the terms and
provisions of the 2008 Senior Note Indenture, the terms and provisions of the
2009 Senior Note Indenture and the terms and provisions of the 2009 Exchange
and
Debenture Agreement, as applicable.
9. Section
9.14 of the Credit Agreement is hereby amended by amending and restating clause
(y) thereof in its entirety to read as follows:
(y)
the 2008 Senior Note Indenture, the 2009 Senior Note Indenture and the 2009
Senior Exchange and Debenture Agreement.
10. Section
9.15 of the Credit Agreement is hereby amended and restated in its entirety
to
read as follows:
5
9.15 Other
Indebtedness
The
Consolidated Parties will not effect or permit any change in or amendment to
any
document or instrument pertaining to the terms of payment or required
prepayments of the 2008 Senior Notes, the 2009 Senior Notes or the 2009 Senior
Exchange Notes, effect or permit any change in or amendment to any document
or
instrument pertaining to the covenants or events of default of the 2008 Senior
Notes, the 2009 Senior Notes or the 2009 Senior Exchange Notes if the effect
of
any such change or amendment is to make such covenants or events of default
more
restrictive, give any notice of optional redemption or optional prepayment
or
offer to repurchase under any such document or instrument, or, directly or
indirectly, make any payment of principal of or interest on or in redemption,
retirement or repurchase of the 2008 Senior Notes, the 2009 Senior Notes or
the
2009 Senior Exchange Notes, except for (a) scheduled payments required by the
terms of the documents and instruments evidencing the 2008 Senior Notes, the
2009 Senior Notes and the 2009 Senior Exchange Notes, as the case may be and
(b)
so long as no Default or Event of Default shall have occurred and be continuing
immediately prior to or immediately after giving effect to any of the actions
or
payments contemplated by this subsection 9.15(b), the Consolidated Parties
may
prepay, redeem or repurchase long-term (as such term is defined in accordance
with GAAP) Indebtedness of any Borrower (i) in an amount not to exceed
$10,000,000 in any fiscal year, provided the Excess Availability immediately
prior to and immediately after giving effect to such prepayment shall be equal
to or greater than $20,000,000 or (ii) with the proceeds from (1) the sale
of
any assets or properties permitted by Section 9.5(f) after compliance with
Section 4.4(b)(ii) or (2) any Equity Issuance occurring after the Closing
Date.
11. Section
9.17 of the Credit Agreement is hereby amended by amending an restating clauses
(iv) and (v) thereof in their entirety to read as follows:
(iv)
the 2008 Senior Note Indenture, the 2009 Senior Note Indenture and the 2009
Senior Exchange and Debenture Agreement and (v) the Series A Preferred Stock
Certificate of Designations and the Series B Preferred Stock Certificate of
Designations.
12. Section
11.1(g) is hereby amended by inserting the phrase “,
the 2009 Senior Exchange Notes”
immediately following the phrase “2009 Senior Notes” appearing
therein.
13. Each
of
the Schedules attached to the Credit Agreement is hereby deleted and replaced
by
the corresponding Schedule attached to this Agreement.
(B) Amendments
to Pledge Agreement.
Effective
on (and subject to the occurrence of) the Amendment No. 12 Effective Date (as
hereinafter defined), Section 2 of the Pledge Agreement is hereby amended by
(i)
deleting clause (i) thereof appearing immediately after the phrase
“Notwithstanding the foregoing, it is further understood and agreed as follows”
in its entirety and (ii) renumbering clauses (ii) and (iii) thereof as clauses
(i) and (ii), respectively.
6
(C) Consent.
Effective on (and subject to the occurrence of) the Amendment No. 12 Effective
Date, the Lenders hereby consent to the following:
1. Alpine
Series B Transaction.
The
consummation of the Alpine Series B Transaction, including the Company’s
adoption
and filing of the Series B Preferred Stock Certificate of
Designations,
so long
as the following conditions have been met:
(i) the
Administrative Agent shall have received a fully executed copy of the Series
B
Preferred Stock Purchase Agreement and all related agreements executed in
connection therewith, which agreements shall be in full force and effect and
shall be reasonably satisfactory to the Administrative Agent; and
(ii) after
giving effect to the transactions contemplated by the Alpine Series B
Transaction, (A) the representations and warranties contained in Article VI
of the Credit Agreement, as amended hereby, shall be true and correct in all
material respects on and as of the date thereof as though made on and as of
such
date (except for those representations and warranties which by their terms
relate solely to an earlier date) and (ii) no Default or Event of Default
shall exist under the Credit Agreement, as amended hereby, on and as of the
date
thereof.
2. Plainfield
Exchange Note Transaction.
The
consummation of the Plainfield Exchange Note Transaction, including the issuance
of the 2009 Senior Exchange Notes, so long as the following conditions have
been
met:
(i) the
Administrative Agent shall have received a fully executed copy of the 2009
Senior Exchange and Debenture Agreement and all related agreements executed
in
connection therewith, which agreements shall be in full force and effect and
shall be reasonably satisfactory to the Administrative Agent;
(ii) the
Administrative Agent shall have received evidence in writing satisfactory to
it
that after giving effect to the transactions contemplated by the 2009 Senor
Exchange and Debenture Agreement, the Company is in compliance with the terms
of
the 2008 Senior Note Indenture, the 2009 Senior Note Indenture and the 2009
Senior Exchange and Debenture Agreement, which writing shall expressly
demonstrate compliance with Section 4.3(i) of the 2008 Senior Note Indenture,
Section 4.11(i) of the 2009 Senior Note Indenture and Section 4.5(i) of the
2009
Senior Exchange and Debenture Agreement; and
(iii) after
giving effect to the transactions contemplated by the Plainfield Exchange Note
Transaction, (A) the representations and warranties contained in Article VI
of the Credit Agreement, as amended hereby, shall be true and correct in all
material respects on and as of the date thereof as though made on and as of
such
date (except for those representations and warranties which by their terms
relate solely to an earlier date) and (ii) no Default or Event of Default
shall exist under the Credit Agreement, as amended hereby, on and as of the
date
thereof.
7
3. Wolverine/▇▇▇▇▇▇▇
Transaction.
The
consummation of the Wolverine/▇▇▇▇▇▇▇ Transaction, including (A) the sale of
up
to 30% of the issued and outstanding shares of W/W Singapore Holdings on the
closing date thereof, (B) the exercise of the ▇▇▇▇▇▇▇ Option and (C) excluding
Wolverine China from the requirement to pledge the Capital Stock of W/W
Singapore Holdings owned by Wolverine China to the Agent pursuant to the terms
of the Pledge Agreement, so long as the following conditions have been
met:
(i) the
Administrative Agent shall have received a fully executed copy of the
Wolverine/▇▇▇▇▇▇▇ Purchase Agreement and all related agreements executed in
connection therewith, including, without limitation, the Stock Option Agreement
and the Voting Rights Agreement (as each such agreement is defined therein),
which agreements shall be in full force and effect and shall be reasonably
satisfactory to the Administrative Agent; and
(ii) after
giving effect to the transactions contemplated by the Wolverine/▇▇▇▇▇▇▇
Transaction, (A) the representations and warranties contained in Article VI
of the Credit Agreement, as amended hereby, shall be true and correct in all
material respects on and as of the date thereof as though made on and as of
such
date (except for those representations and warranties which by their terms
relate solely to an earlier date) and (ii) no Default or Event of Default
shall exist under the Credit Agreement, as amended hereby, on and as of the
date
thereof.
(D) Representations
and Warranties.
Each
Credit Party hereby represents and warrants that (i) the representations
and warranties contained in Article VI of the Credit Agreement are true and
correct in all material respects on and as of the date hereof as though made
on
and as of such date (except for those representations and warranties which
by
their terms relate solely to an earlier date) and after giving effect to the
transactions contemplated herein, (ii) no Default or Event of Default
exists under the Credit Agreement on and as of the date hereof and after giving
effect to the transactions contemplated herein, (iii) it has the corporate,
limited liability company or limited partnership power and authority to execute
and deliver this Agreement and to perform its obligations hereunder and has
taken all necessary organizational action to authorize the execution, delivery
and performance by it of this Agreement; (iv) it has duly executed and
delivered this Agreement, and this Agreement constitutes its legal, valid and
binding obligation enforceable in accordance with its terms except as the
enforceability thereof may be limited by bankruptcy, insolvency or other similar
laws affecting the rights of creditors generally or by general principles of
equity and (v) neither
the execution and delivery of this Agreement, nor the consummation of the
transactions contemplated therein, nor performance of and compliance with the
terms and provisions thereof will violate
or conflict in any material respect with any material provision of its articles
or certificate of incorporation or certificate of limited partnership or
certificate of formation, bylaws, agreement of limited partnership or limited
liability company agreement or violate, contravene or conflict in any material
respect with contractual provisions of, or cause an event of default under,
any
indenture, including without limitation the 2008 Senior Note Indenture and
2009
Senior Note Indenture, loan agreement, mortgage, deed of trust, contract or
other agreement or instrument to which it is a party or by which it may be
bound.
8
(E) Effectiveness.
This
Agreement shall become effective upon the earliest date (the “Amendment
No. 12 Effective Date”)
on
which the following conditions precedent have been satisfied:
1. Executed
Agreement.
The
Administrative Agent shall have received a fully executed counterpart of this
Agreement from each party hereto.
2. Amendment
Fee; Expenses.
The
Administrative Agent shall have received from the Borrowers payment of an
amendment fee in the amount of $25,000 and payment of all reasonable costs
and
expenses of the Administrative Agent in connection with the preparation,
execution and delivery of this Agreement, including the reasonable fees and
expenses of ▇▇▇▇▇ ▇▇▇▇▇ LLP, and all previously incurred fees and expenses
which
remain outstanding on the effective date of this Agreement.
3. Other
Conditions Precedent.
The
Borrowers shall have completed all proceedings taken in connection with the
transactions contemplated by this Agreement and delivered to the Administrative
Agent all other documentation and other items incident thereto, and each shall
be satisfactory to the Administrative Agent and its legal counsel, ▇▇▇▇▇ ▇▇▇▇▇
LLP. Notwithstanding the foregoing, the effectiveness of the consent of the
Administrative Agent to the Wolverine/▇▇▇▇▇▇▇ Transaction shall not be subject
to conditions precedent applicable only to the Alpine Series B Transaction
and
the Plainfield Exchange Note Transaction.
(F) No
Other Modification.
Except
to the extent specifically provided to the contrary in this Agreement, all
terms
and conditions of the Credit Agreement (including Exhibits and Schedules
thereto), the Pledge Agreement (including Exhibits and Schedules thereto) and
the other Credit Documents shall remain in full force and effect, without
modification or limitation. This Agreement shall not operate as a consent to
any
other action or inaction by the Borrowers or any other Credit Party, or as
a
waiver or amendment of any right, power, or remedy of any Lender or the
Administrative Agent under the Credit Agreement, the Pledge Agreement or any
other Credit Document nor constitute a consent to any such action or inaction,
or a waiver or amendment of any provision contained in the Credit Agreement,
the
Pledge Agreement or any other Credit Document except as specifically provided
herein. Each of the Credit Parties acknowledges, confirms and agrees that the
Credit Documents to which it is a party remain in full force and effect as
of
the date hereof and continue to secure all Obligations of each such Credit
Party
to any Lender or the Administrative Agent, and
novation
of any kind is hereby expressly disclaimed.
(G) Release.
In
consideration of entering into this Agreement, each Credit Party
(a) represents and warrants to the Administrative Agent and each Lender
that as of the date hereof there are no causes of action, claims, actions,
proceedings, judgments, suits, demands, damages or offsets against or defenses
or counterclaims to its Obligations or Secured Obligations under the Credit
Documents and furthermore, such Credit Party waives any and all such causes
of
action, claims, actions, proceedings, judgments, suits, demands, damages,
offsets, defenses or counterclaims whether known or unknown, arising prior
to
the date of this Agreement and (b) releases the Administrative Agent and
each Lender and each of their respective Affiliates, Subsidiaries, officers,
employees, representatives, agents, counsel and directors from any and all
actions, causes of action, claims, actions, proceedings, judgments, suits,
demands, damages and liabilities of whatever kind or nature, in law or in
equity, now known or unknown, suspected or unsuspected to the extent that any
of
the foregoing arises from any action or failure to act with respect to any
Credit Document, on or prior to the date hereof.
9
(H) Governing
Law.
This
Agreement shall be governed by and construed and interpreted in accordance
with
the laws of the State of North Carolina, without regard to the principles
governing conflicts of laws thereof.
(I) INCORPORATION
BY REFERENCE OF CERTAIN PROVISIONS.
THE
PROVISIONS IN SECTIONS 14.5, 14.6, 14.8, 14.9, 14.10, 14.12, 14.13, 14.14,
14.15, 14.19 AND 14.24 OF THE CREDIT AGREEMENT ARE HEREBY INCORPORATED BY
REFERENCE HEREIN, MUTATIS
MUTANDIS.
[SIGNATURE
PAGES FOLLOW]
10
Each
of
the parties hereto has caused a counterpart of this Agreement to be duly
executed and delivered as of the date first above written.
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COMPANY:
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WOLVERINE
TUBE, INC.
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By:
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Name:
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Title:
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SUBSIDIARY
BORROWERS:
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TF
INVESTOR, INC.
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By:
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Name:
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Title:
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TUBE
FORMING HOLDINGS, INC.
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By:
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Name:
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Title:
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TUBE
FORMING, L.P.
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By:
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Tube
Forming Holdings, Inc.,
its
General Partner
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By:
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Name:
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Title:
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Amendment
No. 12 to Amended and Restated Credit Agreement,
Amendment No. 1 to Amended and Restated Pledge Agreement and Consent |
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WOLVERINE
FINANCE, LLC
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By:
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Name:
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Title:
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WOLVERINE
JOINING TECHNOLOGIES, LLC
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By:
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Name:
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Title:
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WOLVERINE
CHINA INVESTMENTS, LLC
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By:
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Wolverine
Tube, Inc.,
its
Managing Member
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By:
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Name:
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Title:
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WT
HOLDING COMPANY, INC.
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By:
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Name:
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Title:
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Amendment
No. 12 to Amended and Restated Credit Agreement,
Amendment No. 1 to Amended and Restated Pledge Agreement and Consent |
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AGENT
AND LENDERS:
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WACHOVIA
BANK,
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NATIONAL
ASSOCIATION, in its capacity
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as
Administrative Agent and as a Lender
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By:
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Name:
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Title:
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(signature
pages end)
Amendment
No. 12 to Amended and Restated Credit Agreement,
Amendment No. 1 to Amended and Restated Pledge Agreement and Consent |