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Exhibit 10.1
WOLVERINE TUBE, INC.
WOLVERINE TUBE (CANADA) INC.
THIRD AMENDMENT AND LIMITED WAIVER
TO CREDIT AGREEMENT
This THIRD AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT (this
"AMENDMENT") is dated as of June 30, 1999 and entered into by and among,
WOLVERINE TUBE INC., a Delaware corporation (the "COMPANY"), WOLVERINE TUBE
(CANADA) INC., an Ontario corporation ("WOLVERINE CANADA"; the Company and
Wolverine Canada are each a "BORROWER" and collectively, the "BORROWERS"),
CREDIT SUISSE FIRST BOSTON, as administrative agent (in such capacity, the
"ADMINISTRATIVE AGENT"), MELLON BANK, N.A., as documentation agent (in such
capacity, the "DOCUMENTATION AGENT") and the financial institutions listed on
the signature pages hereto (each individually referred to herein as a "LENDER"
and collectively, as "LENDERS"), and is made with reference to that certain
Credit Agreement dated as of April 30, 1997, by and among the Borrowers, the
Lenders, the Administrative Agent and the Documentation Agent, as amended as of
June 26, 1998 and as of March 10, 1999 (such Credit Agreement, as so amended,
the "CREDIT AGREEMENT"). Capitalized terms used herein without definition shall
have the same meanings herein as set forth in the Credit Agreement.
R E C I T A L S
WHEREAS, Wolverine Canada desires to enter into a joint venture with
Ratcliffs/Severn Limited, an Ontario Corporation ("RATCLIFFS") pursuant to an
Acquisition Agreement to be entered into by and among Wolverine Canada,
Ratcliffs and Wolverine Ratcliffs, Inc. ("WRI"), in substantially similar form
to the draft dated June 23, 1999 and distributed to the Lenders on June 28, 1999
(the "ACQUISITION AGREEMENT"), which provides that Wolverine Canada will
transfer certain assets to WRI, a newly formed Ontario corporation that will be
a Subsidiary of Wolverine Canada, on the initial closing date thereunder, and
Ratcliffs will transfer certain assets to WRI on the initial closing date and on
subsequent closing dates as contemplated therein;
WHEREAS, Ratcliffs will eventually own 25.5% of the issued and
outstanding capital stock of WRI and Wolverine Canada will own the remaining
shares;
WHEREAS, pursuant to the Acquisition Agreement, Wolverine Canada will
transfer substantially all of the copper and brass strip manufacturing business,
and the assets and liabilities relating thereto, carried on by Wolverine Canada
at its facility in Fergus, Ontario and shall grant a non-exclusive/
non-transferable license for use of the "Wolverine" trademark in connection
therewith for so long as WRI is a Subsidiary of Wolverine Canada (such assets
and granting of a trademark license the "TRANSFERRED ASSETS");
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WHEREAS, in consideration for the Transferred Assets, Wolverine Canada
will receive 745 common shares of stock of WRI and a non-interest bearing
promissory note in the amount of Cdn.$5,000,000 payable in full within 45 days
of its issuance;
WHEREAS, Wolverine Canada will make an intercompany loan to WRI in an
aggregate principal amount not to exceed Cdn.$8,500,000, which will be secured
by a lien on substantially all of the personal property of WRI pursuant to a
general security agreement executed by WRI in favor of Wolverine Canada and
subordinated to the lien granted over the same assets to secure WRI's working
capital facility with other lenders;
WHEREAS, pursuant to the Acquisition Agreement, Wolverine Canada will
enter into a Unanimous Shareholders' Agreement with Ratcliffs and WRI in
substantially similar form to the draft dated June 22, 1999 and distributed to
the Lenders on June 28, 1999 (the "STOCKHOLDERS AGREEMENT"), which, inter alia,
includes provisions that, by requiring supermajority approval, have the effect
of restricting WRI's ability to (i) pay dividends or make any other
distributions on any of WRI's capital stock owned by Wolverine Canada; (ii) make
loans or advances to the Borrowers or any Subsidiary of the Borrowers, (iii)
transfer any of its property or assets to the Borrowers or any Subsidiary of the
Borrowers, or (iv) grant a Lien to the Administrative Agent to secure the
Obligations without the consent of Ratcliffs, as shareholder, or directors that
have been appointed by Ratcliffs;
WHEREAS, in connection with the foregoing the Borrowers have requested
that Requisite Lenders, pursuant to Section 10.6 of the Credit Agreement, agree
to modify and or waive certain provisions of the Credit Agreement on the terms
and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:
SECTION 1
AMENDMENTS EFFECTIVE UPON ACQUISITION
Upon the consummation of the transactions contemplated by the
Acquisition Agreement, and so long as (i) no Potential Event of Default or Event
of Default has occurred and is continuing at that time, or would result
therefrom, and (ii) the Borrowers are in compliance on a pro forma basis with
the financial covenants contained in Section 7.6 of the Amended Agreement (as
defined below) for the preceding four fiscal quarters, assuming that the
transactions contemplated by the Acquisition Agreement occurred at the beginning
of such period, the terms of the Credit Agreement shall simultaneously therewith
be amended as follows:
A. AMENDED DEFINITIONS. The following definitions set forth in Subsection 1.1 of
the Credit Agreement shall be amended by deleting each such definition in its
entirety and substituting the following definitions therefor:
""CANADIAN DOLLARS" and the symbols "CDN.$" means the freely
transferable money of the country of Canada.
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"CONSOLIDATED NET INCOME" means, for any period, the net income (or
loss) of the Company and its Subsidiaries on a consolidated basis for
such period taken as a single accounting period determined in
conformity with GAAP; provided that there shall be excluded (i) the
income (or loss) of any Person (other than any Subsidiary of any
Borrower other than WRI) in which any other Person (other than any
Borrower or any of its respective Subsidiaries) has a joint interest,
except to the extent of the amount of dividends or other distributions
actually paid to any Borrower or any of its respective Subsidiaries by
such Person during such period, (ii) the income (or loss) of any
Person accrued prior to the date it becomes a Subsidiary of any
Borrower or is merged into or consolidated with any Borrower or any of
its respective Subsidiaries or that Person's assets are acquired by
any Borrower or any of its respective Subsidiaries, (iii) the income
of any Subsidiary of any Borrower to the extent that the declaration
or payment of dividends or similar distributions by that Subsidiary of
that income is not at the time permitted by operation of the terms of
its charter or any agreement, instrument, judgment, decree, order,
statute, rule or governmental regulation applicable to that
Subsidiary, (iv) any after-tax gains or losses attributable to Asset
Sales or returned surplus assets of any Pension Plan, and (v) (to the
extent not included in clauses (i) through (iv) above) any net
extraordinary gains or net non-cash extraordinary losses."
B. ADDITIONAL DEFINITIONS. Subsection 1.1 of the Credit Agreement shall be
further amended by adding the following definitions thereto in the appropriate
alphabetical order:
""RATCLIFFS" means Ratcliffs/Severn Limited, an Ontario corporation.
"WRI" means Wolverine Ratcliffs, Inc. an Ontario corporation.
"WRI ACQUISITION AGREEMENT" means the Acquisition Agreement by and
among Wolverine Canada, Ratcliffs/Severn Limited, an Ontario
corporation and WRI, submitted to Requisite Lenders in connection with
the approval of the Third Amendment with such changes thereto as were
agreed to by the Administrative Agent prior to its execution, with
such further changes, amendments, supplements or other modifications
that may be approved by Requisite Lenders from time to time.
"WRI SECURITY AGREEMENT" means the general security agreement executed
by WRI in favor of Wolverine Canada to secure the intercompany
indebtedness in an aggregate principal amount not in excess of
Cdn.$8,500,000 owed by WRI to Wolverine Canada (which amount shall not
include the indebtedness evidenced by the WRI Short-Term Note) and
approved prior to its execution by the Administrative Agent, with such
amendments, supplements or other modifications that are approved by
Requisite Lenders from time to time.
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"WRI SHORT-TERM NOTE" means the non-interest bearing promissory note
payable in full within 45 days of its issuance issued by WRI for the
benefit or Wolverine Canada in the amount of Cdn.$5,000,000.
"WRI STOCKHOLDERS AGREEMENT" means the Unanimous Shareholders'
Agreement by and among Wolverine Canada, Ratcliffs/Severn Limited, an
Ontario corporation and WRI, submitted to Requisite Lenders in
connection with the approval of the Third Amendment with such changes
thereto as were agreed to by the Administrative Agent prior to its
execution, with such further changes, amendments, supplements or other
modifications that may be approved of by Requisite Lenders from time
to time.
"THIRD AMENDMENT" means that certain Third Amendment and Limited
Waiver to Credit Agreement dated as of June 30, 1999, by and among the
Company, the Borrowers, the financial institutions listed on the
signature pages thereof, the Administrative Agent and the
Documentation Agent."
C. INTERCOMPANY INDEBTEDNESS. Subsection 7.1 of the Credit Agreement shall be
amended by deleting subsection (iv) and substituting therefor the following:
"(iv) The Borrowers may become and remain liable with respect to
Indebtedness to any of their wholly-owned Subsidiaries, any
wholly-owned Subsidiary of the Company that is a Subsidiary Guarantor
may become and remain liable with respect to Indebtedness to the
Company or any other wholly-owned Subsidiary of the Company and WRI
may become and remain liable with respect to the Indebtedness to
Wolverine Canada that is evidenced by the WRI Short-Term Note and
additional Indebtedness to Wolverine Canada in an amount not in excess
of Cdn.$8,500,000; provided that (a) all such intercompany
Indebtedness in an amount in excess of $2,500,000 (or, with respect to
Indebtedness owed by Wolverine Finance to (X) the Company, $20,000,000
and (Y) Small Tube, $20,000,000) in the aggregate shall be evidenced
by promissory notes, (b) all such intercompany Indebtedness in an
amount in excess of $2,500,000 in the aggregate owed by any Borrower
to any of its respective Subsidiaries shall be subordinated in right
of payment to the payment in full of the Obligations pursuant to the
terms of the applicable promissory notes or an intercompany
subordination agreement, and (c) any payment by any Subsidiary of any
Borrower under any guaranty of the Obligations shall result in a pro
tanto reduction of the amount of any intercompany Indebtedness owed by
such Subsidiary to such Borrower or to any of its respective
Subsidiaries for whose benefit such payment is made;"
D. WRI SECURED INDEBTEDNESS. Subsection 7.1 of the Credit Agreement shall be
amended by adding the following subsection (xii) immediately after subsection
(xi) thereto:
"(xii) WRI may become and remain liable with respect to other secured
Indebtedness in an aggregate principal amount not to exceed
$20,000,000 at any time outstanding."
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E. PROHIBITIONS ON LIENS. Subsection 7.2A of the Credit Agreement shall be
amended by adding the following subsections (iv) and (v) immediately after
subsection (iii) thereto:
"(iv) Liens on the assets of WRI granted pursuant to the WRI Security
Agreement; and
(v) Liens incurred or assumed in connection with Indebtedness
permitted by subsection 7.1(xii)."
F. LIMITATIONS ON CERTAIN RESTRICTIONS. Subsection 7.2 of the Credit Agreement
shall be amended by deleting subsection D thereto and substituting therefor the
following:
"D. LIMITATIONS ON CERTAIN RESTRICTIONS. Except as provided herein,
the Borrowers will not, and will not permit any of their respective
Subsidiaries to, create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or restriction of any kind on the
ability of any such Subsidiary to (i) pay dividends or make any other
distributions on any of such Subsidiary's capital stock owned by the
Borrowers or any other Subsidiary of the Borrowers, (ii) repay or prepay
any Indebtedness owed by such Subsidiary to the Borrowers or any other
Subsidiary of the Borrowers, (iii) make loans or advances to the Borrowers
or any other Subsidiary of the Borrowers, (iv) transfer any of its property
or assets to the Borrowers or any other Subsidiary of the Borrowers, or (v)
grant a Lien to the Administrative Agent to secure the Obligations, other
than pursuant to the WRI Stockholders Agreement."
G. INVESTMENTS; JOINT VENTURES. Subsection 7.3 of the Credit Agreement shall be
amended by deleting subsection (vi) and substituting therefore the following:
"(vi) The Borrowers may make Investments in Joint Ventures in an
aggregate amount not to exceed $17,000,000."
H. RESTRICTION OF FUNDAMENTAL CHANGES; ASSET SALES AND ACQUISITIONS. Subsection
7.7 of the Credit Agreement shall be amended by adding the following subsection
(vii) immediately after subsection (vi) thereto:
"(vii) WRI may issue additional shares of its capital stock to
Ratcliffs at the time of the "Secondary Closing" and the "Final
Closing" in accordance with the terms of the WRI Acquisition Agreement
(as each such term is defined therein); provided that Ratcliffs shall
not in the aggregate own more than 25.5% of the issued and outstanding
shares of WRI."
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SECTION 2
OTHER AMENDMENTS
A. ADDITIONAL DEFINITIONS. Subsection 1.1 of the Credit Agreement is hereby
amended by adding the following definitions thereto in the appropriate
alphabetical order:
"GRANTING LENDER" has the meaning assigned to that term in Subsection
10.1G
"SPC" has the meaning assigned to that term in Subsection 10.1G
B. ASSIGNMENTS. Subsection 10.1 of the Credit Agreement is hereby amended by
adding the following paragraph at the end thereof as a new clause G to the end
of such section:
"G. ASSIGNMENT TO SPECIAL FUNDING VEHICLES. Notwithstanding
anything to the contrary contained herein, any Lender (a "GRANTING
LENDER") may grant to a special purpose funding vehicle (a "SPC"),
identified as such in writing from time to time by the Granting Lender
to the Administrative Agent and the applicable Borrower, the option to
provide to either Borrower all or part of any Loan that such Granting
Lender would otherwise be obligated to make to the Borrowers pursuant
to this Agreement; provided that (i) nothing herein shall constitute a
commitment by any SPC to make any Loan; (ii) if an SPC elects not to
exercise such option or otherwise fails to provide all or any part of
such Loan, the Granting Lender shall be obligated to make such Loan
pursuant to the terms hereof. The making of a Loan by an SPC hereunder
shall utilize the Commitments of the Granting Lender to the same
extent, and as if, such Loan were made by such Granting Lender. Each
party hereto hereby agrees that no SPC shall be liable for any
indemnity or similar payment obligation under this Agreement (all
liability for which shall remain with the Granting Lender). In
furtherance of the foregoing, each party hereto hereby agrees (which
agreement shall survive the termination of this Agreement) that, prior
to the date that is one year and one day after the payment in full of
all outstanding commercial paper or other senior indebtedness of any
SPC, it will not institute against, or join any other person in
instituting against, such SPC any bankruptcy, reorganization,
arrangement, insolvency, or liquidation proceedings under the laws of
the United States, any State thereof or Canada. In addition,
notwithstanding anything to the contrary contained in this Section
10.1, any SPC may (i) with notice to, but without the prior written
consent of, the applicable Borrower and the Administrative Agent and
without paying any processing fee therefor, assign all or a portion of
its interests in any Loans to the Granting Lender or to any financial
institutions (consented to by the applicable Borrower and the
Administrative Agent) providing liquidity and/or credit support to or
for the account of such SPC to support the funding or maintenance of
Loans and (ii) disclose on a confidential basis any non-public
information relating to its Loans to any rating agency, commercial
paper dealer or provider of any surety, guaranty or credit or
liquidity enhancement to
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such SPC. This selection may not be amended without the written
consent of the SPC."
SECTION 3
LIMITED WAIVER
Provided that (i) as of the date hereof and as of the date that
Wolverine Canada enters into the Acquisition Agreement and (ii) after giving
effect to the transactions contemplated by the Acquisition Agreement:
(i) no Potential Event of Default or Event of Default exists;
(ii) the Borrowers are in compliance on a pro forma basis for the
preceding four fiscal quarters, assuming that the transactions
contemplated by the Acquisition Agreement occurred at the beginning of
such period, with the financial covenants contained in Section 7.6 of
the Amended Agreement (as defined below); and
(iii) all representations and warranties contained in the Credit
Agreement and the other Loan Documents are true, correct and complete
in all material respects on and as of the date hereof except to the
extent such representations and warranties specifically relate to an
earlier date, in which case they were true, correct and complete in
all material respects on and as of such earlier date;
the provisions of subsections 2.4A(iii)(c), 7.3, 7.7 and 7.11 are hereby waived
to the extent but only to the extent necessary to permit Wolverine Canada to
execute and deliver the Acquisition Agreement and consummate the transactions
contemplated thereby.
SECTION 4
LIMITATION OF WAIVER
Without limiting the generality of the provisions of subsection 10.6
of the Credit Agreement, the waiver set forth above shall be limited precisely
as written and relates solely to the Acquisition Agreement in the manner and to
the extent described above, and nothing in this Amendment shall be deemed to:
(a) constitute a waiver of compliance by the Borrowers with respect to (i)
subsections 2.4A(iii)(c), 7.3, 7.7 and 7.11 of the Credit Agreement in any
other instance or (ii) any other term, provision or condition of the Credit
Agreement or any other instrument or agreement referred to therein (whether
in connection with the Acquisition Agreement or otherwise); or
(b) prejudice any right or remedy that Agent or any Lender may now have or
may have in the future under or in connection with the Credit Agreement or
any other instrument or agreement referred to therein.
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Except as expressly set forth herein, the terms, provisions and conditions of
the Credit Agreement and the other Loan Documents shall remain in full force and
effect and in all other respects are hereby ratified and confirmed.
SECTION 5
BORROWERS' REPRESENTATIONS AND WARRANTIES
In order to induce Lenders to enter into this Amendment and to amend
the Credit Agreement in the manner provided herein, each of the Company and
Wolverine Canada hereby represents and warrants to each Lender that the
following statements are true, correct and complete:
A. CORPORATE POWER AND AUTHORITY. The Company and Wolverine Canada
have all requisite corporate power and authority to enter into this Amendment
and to carry out the transactions contemplated by, and perform their obligations
under, the Credit Agreement as amended by this Amendment (the "Amended
Agreement").
B. AUTHORIZATION OF AGREEMENTS. The execution and delivery of this
Amendment and the performance of the Amended Agreement have been duly authorized
by all necessary corporate action on the part of the Company and Wolverine
Canada, as the case may be.
C. NO CONFLICT. The execution and delivery by the Company and
Wolverine Canada of this Amendment and the performance by the Company and
Wolverine of the Amended Agreement do not and will not (i) violate any provision
of any law or any governmental rule or regulation applicable to the Company,
Wolverine Canada or any of their respective Subsidiaries, the Certificate or
Articles of Incorporation or Bylaws of the Company, Wolverine Canada or any of
their respective Subsidiaries or any order, judgment or decree of any court or
other agency of government binding on the Company, Wolverine Canada or any of
their respective Subsidiaries, (ii) conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any
Contractual Obligation of the Company, Wolverine Canada or any of their
respective Subsidiaries, (iii) result in or require the creation or imposition
of any Lien upon any of the properties or assets of the Company, Wolverine
Canada or any of their respective Subsidiaries (other than Liens created under
any of the Loan Documents in favor of Agent on behalf of Lenders), or (iv)
require any approval of stockholders or any approval or consent of any Person
under any Contractual Obligation of the Company, Wolverine Canada or any of
their respective Subsidiaries.
D. GOVERNMENTAL CONSENTS. The execution and delivery by the Company
and Wolverine Canada of this Amendment and the performance by Company and
Wolverine Canada of the Amended Agreement do not and will not require any
registration with, consent or approval of, or notice to, or other action to,
with or by, any federal, state or other governmental authority or regulatory
body.
E. BINDING OBLIGATION. This Amendment and the Amended Agreement have
been duly executed and delivered by the Company and Wolverine Canada and are the
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legally valid and binding obligations of the Company and Wolverine Canada
enforceable against the Company and Wolverine Canada in accordance with their
respective terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors'
rights generally or by equitable principles relating to enforceability.
F. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT
AGREEMENT. The representations and warranties contained in Section 5 of the
Credit Agreement are and will be true, correct and complete in all material
respects on and as of the Third Amendment Effective Date to the same extent as
though made on and as of that date, except to the extent such representations
and warranties specifically relate to an earlier date, in which case they were
true, correct and complete in all material respects on and as of such earlier
date.
G. ABSENCE OF DEFAULT. No event has occurred and is continuing or will
result from the consummation of the transactions contemplated by this Amendment
that would constitute an Event of Default or a Potential Event of Default.
SECTION 6
MISCELLANEOUS
A. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS.
(i) On and after the date hereof, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof", "herein" or
words of like import referring to the Credit Agreement, and each
reference in the other Loan Documents to the "Credit Agreement",
"thereunder", "thereof" or words of like import referring to the
Credit Agreement shall mean and be a reference to the provisions of
the Credit Agreement as amended and waived hereby.
(ii) Except as specifically amended or waived by this Amendment, the
Credit Agreement and the other Loan Documents shall remain in full
force and effect and are hereby ratified and confirmed.
(iii) The execution, delivery and performance of this Amendment shall
not, except as expressly provided herein, constitute a waiver of any
provision of, or operate as a waiver of any right, power or remedy of
the Administrative Agent or any Lender under, the Credit Agreement or
any of the other Loan Documents.
B. HEADINGS. Section and subsection headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose or be given any substantive effect.
C. APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT
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LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
D. COUNTERPARTS; EFFECTIVENESS. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document. This Amendment shall become effective upon (i) the execution
of a counterpart hereof by Borrowers and Requisite Lenders, (ii) receipt by the
Company and the Administrative Agent of written or telephonic notification of
such execution and authorization of delivery thereof and (iii) receipt by the
Administrative Agent from the Company for distribution to the Lenders party to
this Amendment of an amendment fee in an amount equal to 0.05% of each such
Lender's Commitment (the date of satisfaction of such conditions being referred
to herein as the "THIRD AMENDMENT EFFECTIVE DATE"); provided, that the
amendments set forth in Section 1 hereof shall not become effective except as
set forth in such Section.
SECTION 7
ACKNOWLEDGEMENT AND CONSENT BY GUARANTORS
Each of Tube Forming L.P., Small Tube Manufacturing Corp., and
Wolverine Finance Company hereby acknowledges that it has read this Amendment
and consents to the terms hereof and further hereby confirms and agrees that,
notwithstanding the effectiveness of this Amendment, the obligations of such
Loan Party under each of the Loan Documents to which it is a party shall not be
impaired and each of the Loan Documents to which it is a party are, and shall
continue to be, in full force and effect and are hereby confirmed and ratified
in all respects.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
WOLVERINE TUBE, INC.
By: /s/ James E. Deason
-------------------------------------
Name: James E. Deason
Title: Executive Vice President
Notice Address:
Wolverine Tube, Inc.
1525 Perimeter Parkway, Suite 210
Huntsville, Alabama 35808
Attention: James E. Deason
WOLVERINE TUBE (CANADA) INC.
By: /s/ James E. Deason
-------------------------------------
Name: James E. Deason
Title: Executive Vice President --
Finance & Administration
Notice Address:
Wolverine Tube, Inc.
1525 Perimeter Parkway, Suite 210
Huntsville, Alabama 35808
Attention: James E. Deason
S-1 Execution
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TUBE FORMING L.P.,
a Delaware limited partnership
By: WOLVERINE TUBE, INC.
By: /s/ James E. Deason
--------------------------------------
Name: James E. Deason
Title: Executive Vice President
Notice Address:
Wolverine Tube, Inc.
1525 Perimeter Parkway, Suite 210
Huntsville, Alabama 35808
Attention: James E. Deason
SMALL TUBE MANUFACTURING CORP.,
a Delaware corporation
By: /s/ James E. Deason
-----------------------------------------
Name: James E. Deason
Title: Executive Vice President
Notice Address:
Wolverine Tube, Inc.
1525 Perimeter Parkway, Suite 210
Huntsville, Alabama 35808
Attention: James E. Deason
S-2 Execution
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WOLVERINE FINANCE COMPANY,
a Tennessee corporation
By: /s/ James E. Deason
------------------------------------------
Name: James E. Deason
Title: Vice President -- Finance
Notice Address:
Wolverine Tube, Inc.
1525 Perimeter Parkway, Suite 210
Huntsville, Alabama 35808
Attention: James E. Deason
S-3 Execution
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CREDIT SUISSE FIRST BOSTON,
as the Administrative Agent
By: /s/ Robert N. Finney
------------------------------------------
Name: Robert N. Finney
Title: Managing Director
By: /s/ Thomas G. Muoio
------------------------------------------
Name: Thomas G. Muoio
Title: Vice President
Notice Address:
Credit Suisse First Boston
11 Madison Avenue
New York, NY 10010-3629
Attention: Robert Finney
S-4 Execution
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CREDIT SUISSE FIRST BOSTON,
as a Lender
By: /s/ Robert N. Finney
------------------------------------------
Name: Robert N. Finney
Title: Managing Director
By: /s/ Thomas G. Muoio
------------------------------------------
Name: Thomas G. Muoio
Title: Vice President
Notice Address:
Credit Suisse First Boston
11 Madison Avenue
New York, NY 10010-3629
Attention: Robert Finney
S-5 Execution
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MELLON BANK, N.A., individually and as
Documentation Agent
By: /s/ Roger N. Stanier
-----------------------------------------
Name: Roger N. Stanier
Title: Vice President
Notice Address:
Mellon Bank, N.A.
Three Mellon Bank Center
23rd Floor
Pittsburgh, PA 15259-0003
Attention: Loan Administration
Copy to:
Mellon Bank, N.A.
One Mellon Bank Center
Pittsburgh, PA 15258-0001
Attention: Steven Prather
S-6 Execution
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BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION, (successor by merger to Bank of
America Illinois) as a Lender
By: /s/ Bianca Hemmen
-----------------------------------------
Name: Bianca Hemmen
Title: Senior Vice President
Notice Address:
Bank of America
901 Main Street, 67th Floor
Dallas, Texas 75202
Attention: Bianca Hemmen
S-7 Execution
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CREDIT LYONNAIS ATLANTA AGENCY
as a Lender
By: /s/ David M. Cawrse
-----------------------------------------
Name: David M. Cawrse
Title: First Vice President & Manager
Notice Address:
Credit Lyonnais, Atlanta Agency
One Peachtree Center
303 Peachtree Street NE
Suite 4400
Atlanta, GA 30308
Attention: Ronald Blissett
S-8 Execution
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NATIONSBANK, N.A., (successor by merger to
NationsBank, N.A. (South)) as a Lender
By: /s/ Bianca Hemmen
------------------------------------------
Name: Bianca Hemmen
Title: Senior Vice President
Notice Address:
Bank of America
901 Main Street, 67th Floor
Dallas, Texas 75202
Attention: Bianca Hemmen
S-9 Execution
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THE BANK OF NOVA SCOTIA,
as a Lender
By: /s/ W. J. Brown
------------------------------------------
Name: W. J. Brown
Title: Vice President
Notice Address:
The Bank of Nova Scotia
Suite 2700
600 Peachtree Street NE
Atlanta, GA 30308
Attention: Pat Brown
S-10 Execution
21
FIRST UNION NATIONAL BANK
as a Lender
By: /s/ Donna J. Emhart
------------------------------------------
Name: Donna J. Emhart
Title: Vice President
Notice Address:
First Union Capital Markets
PA 4805
1339 Chestnut Street
Philadelphia, PA 19107
Attention: Donna J. Emhart
S-11 Execution
22
SUNTRUST BANK, NASHVILLE, N.A.
as a Lender
By: /s/ Jon C. Long
------------------------------------------
Name: Jon C. Long
Title: Vice President
Notice Address:
Suntrust Bank, Nashville, N.A.
P.O.Box 305110
Nashville, TN 37230-5110
Attention: Woody Woodring
S-12 Execution