<PAGE>

                                                                    EXHIBIT 10.3

                                                                  EXECUTION COPY

--------------------------------------------------------------------------------

                                   $35,000,000

                      AMENDED AND RESTATED CREDIT AGREEMENT

                           Dated as of April 28, 2005

                                      among

                              WOLVERINE TUBE, INC.,

                                       and

                          Certain of its Subsidiaries,
                                  as Borrowers

                       EACH OF THE FINANCIAL INSTITUTIONS
                          INITIALLY A SIGNATORY HERETO,
                          TOGETHER WITH THOSE ASSIGNEES
                        PURSUANT TO SECTION 14.3 HEREOF,
                                   as Lenders,

                                       and

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                             as Administrative Agent

--------------------------------------------------------------------------------

                         WACHOVIA CAPITAL MARKETS, LLC,
                     as Sole Lead Arranger and Book Manager

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                         PAGE
<S>                                                                                      <C>
ARTICLE I             DEFINITIONS AND ACCOUNTING TERMS................................     1

         1.1      General Definitions.................................................     1

         1.2      Accounting Terms....................................................    25

         1.3      Other Definitional Provisions.......................................    26

ARTICLE II            THE REVOLVING LOANS.............................................    26

         2.1      Revolving Loans.....................................................    26

         2.2      Letter of Credit Subfacility........................................    27

         2.3      [Intentionally Omitted].............................................    32

         2.4      [Intentionally Omitted].............................................    32

         2.5      [Intentionally Omitted].............................................    32

         2.6      Minimum Amounts of Loans............................................    32

         2.7      Funding of Loans to Borrowers.......................................    32

         2.8      Term................................................................    35

         2.9      Revolving Notes.....................................................    35

         2.10     Reduction of Revolving Loan Commitment..............................    36

ARTICLE III           CASH DOMINION ARRANGEMENTS......................................    36

         3.1      Lockbox Arrangements................................................    36

         3.2      [Intentionally Omitted].............................................    37

         3.3      Maintenance of Account..............................................    37

         3.4      Statement of Account................................................    38

ARTICLE IV            ADDITIONAL PROVISIONS REGARDING LOANS AND LETTERS OF CREDIT.....    38

         4.1      Continuations and Conversions.......................................    38

         4.2      Interest............................................................    39

         4.3      Place and Manner of Payments........................................    39

         4.4      Prepayments.........................................................    40

         4.5      Fees................................................................    41

         4.6      Pro Rata Treatment..................................................    42

         4.7      Allocation of Payments After Event of Default.......................    43

         4.8      Sharing of Payments.................................................    44
</TABLE>

                                        i
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                        PAGE
<S>                                                                                     <C>
         4.9      Capital Adequacy....................................................   45

         4.10     Inability To Determine Interest Rate................................   45

         4.11     Illegality..........................................................   46

         4.12     Requirements of Law.................................................   46

         4.13     Taxes...............................................................   47

         4.14     Compensation........................................................   50

ARTICLE V             CONDITIONS PRECEDENT............................................   50

         5.1      Closing Conditions..................................................   50

         5.2      Conditions to All Extensions of Credit..............................   54

ARTICLE VI            REPRESENTATIONS AND WARRANTIES..................................   55

         6.1      Organization and Good Standing......................................   56

         6.2      Due Authorization...................................................   56

         6.3      No Conflicts........................................................   56

         6.4      Consents............................................................   56

         6.5      Enforceable Obligations.............................................   56

         6.6      Financial Condition.................................................   57

         6.7      No Default..........................................................   57

         6.8      Liens...............................................................   57

         6.9      Indebtedness........................................................   58

         6.10     Litigation..........................................................   58

         6.11     Material Contracts..................................................   58

         6.12     Taxes...............................................................   58

         6.13     Compliance with Law.................................................   58

         6.14     ERISA...............................................................   59

         6.15     Subsidiaries........................................................   60

         6.16     Use of Proceeds; Margin Stock.......................................   60

         6.17     Government Regulation...............................................   60

         6.18     Hazardous Substances................................................   61

         6.19     Patents, Franchises, etc............................................   61

         6.20     Solvency............................................................   61
</TABLE>

                                       ii
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                        PAGE
<S>                                                                                     <C>
         6.21     Location of Assets..................................................   61

         6.22     D/B/A or Trade Names................................................   62

         6.23     No Employee Disputes................................................   62

         6.24     Brokers' Fees.......................................................   62

         6.25     Labor Matters.......................................................   62

         6.26     Status of Accounts..................................................   63

         6.27     [Intentionally Omitted].............................................   63

         6.28     Key Members of Management...........................................   63

         6.29     Accuracy and Completeness of Information............................   63

         6.30     Compliance with OFAC Rules and Regulations..........................   64

         6.31     Anti-Terrorism Laws.................................................   64

ARTICLE VII           AFFIRMATIVE COVENANTS...........................................   64

         7.1      Information Covenants...............................................   64

         7.2      Preservation of Existence and Franchises............................   67

         7.3      Books and Records...................................................   67

         7.4      Compliance with Law.................................................   67

         7.5      Payment of Taxes and Other Indebtedness.............................   67

         7.6      Insurance; Casualty Loss............................................   68

         7.7      Maintenance of Property.............................................   69

         7.8      Performance of Obligations..........................................   69

         7.9      ERISA...............................................................   69

         7.10     Use of Proceeds.....................................................   70

         7.11     Additional Subsidiaries.............................................   70

         7.12     Audits/Inspections..................................................   70

         7.13     Inventory...........................................................   71

         7.14     Collateral Records..................................................   71

         7.15     Security Interests..................................................   71

         7.16     Schedules of Accounts and Purchase Orders...........................   72

         7.17     Collection of Accounts..............................................   72

         7.18     Notice; Credit Memoranda; and Returned Goods........................   73
</TABLE>

                                       iii
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                        PAGE
<S>                                                                                     <C>
         7.19     Acknowledgment Agreements...........................................   73

         7.20     Trademarks..........................................................   73

         7.21     SPC Matters.........................................................   73

ARTICLE VIII          FINANCIAL COVENANTS.............................................   74

         8.1      Fixed Charge Coverage Ratio.........................................   74

         8.2      Capital Expenditures................................................   74

         8.3      Minimum Consolidated EBITDA.........................................   74

         8.4      Minimum Excess Availability.........................................   75

ARTICLE IX            NEGATIVE COVENANTS..............................................   75

         9.1      Indebtedness........................................................   75

         9.2      Liens...............................................................   76

         9.3      Nature of Business..................................................   77

         9.4      Consolidation or Merger.............................................   77

         9.5      Sale or Lease of Assets.............................................   77

         9.6      Acquisitions........................................................   77

         9.7      Transactions with Affiliates........................................   77

         9.8      Ownership of Subsidiaries...........................................   78

         9.9      Fiscal Year.........................................................   78

         9.10     Investments.........................................................   78

         9.11     Restricted Payments.................................................   78

         9.12     No Additional Bank Accounts.........................................   78

         9.13     Amendments of Organizational Documents, Etc.........................   79

         9.14     Additional Negative Pledges.........................................   79

         9.15     Other Indebtedness..................................................   79

         9.16     Licenses, Etc.......................................................   80

         9.17     Limitations.........................................................   80

ARTICLE X             POWERS..........................................................   80

         10.1     Appointment of Administrative Agent as Attorney-in-Fact.............   80

         10.2     Limitation on Exercise of Power.....................................   81

ARTICLE XI            EVENTS OF DEFAULT AND REMEDIES..................................   81
</TABLE>

                                       iv
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                        PAGE
<S>                                                                                     <C>
         11.1     Events of Default...................................................   81

         11.2     Acceleration; Remedies..............................................   83

ARTICLE XII           TERMINATION.....................................................   84

ARTICLE XIII          THE AGENT.......................................................   84

         13.1     Appointment.........................................................   84

         13.2     Delegation of Duties................................................   85

         13.3     Exculpatory Provisions..............................................   85

         13.4     Reliance on Communications..........................................   86

         13.5     Notice of Default...................................................   86

         13.6     Non-Reliance on Agent and Other Lenders.............................   86

         13.7     Indemnification.....................................................   87

         13.8     Agent in its Individual Capacity....................................   87

         13.9     Successor Agent.....................................................   87

         13.10    Collateral Matters..................................................   88

         13.11    Rights and Remedies to be Exercised by Agent Only...................   89

ARTICLE XIV           MISCELLANEOUS...................................................   89

         14.1     Notices.............................................................   89

         14.2     Right of Set-Off....................................................   90

         14.3     Benefit of Agreement................................................   90

         14.4     No Waiver; Remedies Cumulative......................................   92

         14.5     Payment of Expenses; Indemnification................................   92

         14.6     Amendments, Waivers and Consents....................................   93

         14.7     Defaulting Lender...................................................   94

         14.8     Counterparts........................................................   94

         14.9     Headings............................................................   94

         14.10    Survival of Indemnification and Representations and Warranties......   94

         14.11    Currency............................................................   95

         14.12    GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE....................   95

         14.13    Arbitration.........................................................   96

         14.14    Waiver of Jury Trial................................................   97
</TABLE>

                                        v
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                         PAGE
<S>                                                                                                      <C>
14.15    Severability..................................................................................   97

14.16    Loan Entirety.................................................................................   97

14.17    Binding Effect; Amendment and Restatement of Existing Credit Agreement; Further Assurances....   97

14.18    Confidentiality...............................................................................   98

14.19    Judgment Currency.............................................................................   98

14.20    Maximum Rate..................................................................................   99

14.21    Concerning Joint and Several Liability of the Borrowers.......................................   99

14.22    Nonliability of Agents and Lenders...........................................................   102

14.23    Independent Nature of Lenders' Rights........................................................   102

14.24    Power of Attorney............................................................................   102

14.25    Patriot Act Notice...........................................................................   102
</TABLE>

                                       vi
<PAGE>

                             EXHIBITS AND SCHEDULES
                                    EXHIBITS

Exhibit A                  Form of Acknowledgment Agreement
Exhibit B                  Form of Landlord Agreement
Exhibit C                  Form of Notice of Borrowing/Continuation/Conversion
Exhibit D                  Form of Revolving Credit Note
Exhibit E-1                Form of Security Agreement
Exhibit E-2                Form of Pledge Agreement
Exhibit F-1                Form of Lockbox Agreement
Exhibit F-2                Form of Blocked Account Agreement
Exhibit G                  Form of Borrowing Base Certificate
Exhibit H                  Form of Solvency Certificate
Exhibit I                  Form of Compliance Certificate
Exhibit J                  Form of Assignment and Acceptance
Exhibit K                  Form of Joinder Agreement
Exhibit L                  Adjustments to Consolidated Net Income

                                    SCHEDULES

Schedule 1.1A              Lenders and Commitments
Schedule 1.1B              Investments
Schedule 1.1C              Liens
Schedule 1.1D              Existing Letters of Credit
Schedule 5.1(m)            Corporate Structure
Schedule 6.1               Jurisdictions of Organization
Schedule 6.2               Authorization
Schedule 6.9               Indebtedness
Schedule 6.10              Litigation
Schedule 6.15              Subsidiaries
Schedule 6.18              Hazardous Substances
Schedule 6.21              Collateral Locations
Schedule 6.22              Fictitious Business Names
Schedule 6.28              Key Members of Management
Schedule 7.6               Insurance
Schedule 9.5               Permitted Asset Dispositions
Schedule 9.12              Bank Accounts
Schedule 14.1              Addresses for Notices

                                       vii
<PAGE>

                      AMENDED AND RESTATED CREDIT AGREEMENT

      THIS AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of April 28,
2005, among WOLVERINE TUBE, INC., a Delaware corporation (the "Company"), its
Subsidiaries identified as Subsidiary Borrowers on the signature pages hereto
and any additional Subsidiaries of the Company which become parties hereto in
accordance with the terms hereof (collectively referred to as the "Subsidiary
Borrowers" or individually referred to as a "Subsidiary Borrower") (hereinafter,
the Company and the Subsidiary Borrowers are collectively referred to as the
"Borrowers" or individually referred to as a "Borrower"), each of the financial
institutions identified as Lenders on Schedule 1.1A hereto (together with each
of their successors and assigns, referred to individually as a "Lender" and,
collectively, as the "Lenders"), and WACHOVIA BANK, NATIONAL ASSOCIATION
("Wachovia"), acting in the manner and to the extent described in Article XIII
hereof (in such capacity, the "Agent" or the "Administrative Agent").

                                  WITNESSETH:

      WHEREAS, the Borrowers, certain lenders and the Administrative Agent have
entered into that certain Credit Agreement dated as of March 27, 2002 (together
with all amendments thereto, the "Existing Credit Agreement") and have requested
that the Existing Credit Agreement be amended and restated; and

      WHEREAS, the Lenders have agreed to amend and restate the Existing Credit
Agreement on the terms and conditions contained herein and hereby acknowledge
and agree that the Canadian Borrowers and the Canadian Agent under the Existing
Credit Agreement are hereby released from their respective duties and
obligations hereunder and under the other Credit Documents and shall no longer
be parties to this Credit Agreement or any other Credit Documents.

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Borrowers, the Lenders and the
Administrative Agent agree as follows:

                                    ARTICLE I

                        DEFINITIONS AND ACCOUNTING TERMS

      1.1 GENERAL DEFINITIONS

      As used herein, the following terms shall have the meanings herein
specified:

      "Accounts" means all of each Credit Party's "accounts" (as defined in the
UCC), whether now existing or existing in the future, and shall include (whether
or not otherwise included in such definitions, and without limiting the
generality thereof), all (i) accounts receivable (whether or not specifically
listed on schedules furnished to the Administrative Agent), including, without
limitation, all accounts created by or arising from all of each Credit Party's
sales of goods or rendition of services made under any of each Credit Party's
trade names or styles, or through any

<PAGE>

of each Credit Party's divisions; (ii) unpaid seller's rights (including
rescission, replevin, reclamation and stopping in transit) relating to the
foregoing or arising therefrom, (iii) rights to any goods represented by any of
the foregoing, including returned or repossessed goods; (iv) reserves and credit
balances held by each Credit Party with respect to any such accounts receivable
or account debtors; (v) guarantees or collateral for any of the foregoing; and
(vi) insurance policies or rights relating to any of the foregoing.

      "Acknowledgment Agreements" means (i) the acknowledgment agreements,
substantially in the form of Exhibit A hereto, between each Credit Party's
warehousemen, fillers, packers, processors and mortgagees and the Administrative
Agent, in each case acknowledging and agreeing, among other things, (A) that
such warehousemen, fillers, packers, processors and mortgagees waive any Liens
on any of the Collateral of any Credit Party and (B) to the collateral
assignment by each Credit Party to the Administrative Agent of each such Credit
Party's interest in the contracts with each of such warehousemen, fillers,
packers, processors and mortgagees and (ii) Landlord Agreements.

      "Acquired Company" means any Person (or assets thereof) which is acquired
pursuant to an Acquisition.

      "Acquisition" means the acquisition of (a) all of the capital stock of
another Person or (b) all or substantially all of the assets of another Person.

      "Adjusted Eurodollar Rate" means the Eurodollar Rate, plus the Applicable
Percentage.

      "Administrative Agent" means Wachovia Bank, National Association.

      "Administrative Agent Fee Letter" means the letter agreement, dated as of
March 30, 2005, among the Company and Wachovia Bank, National Association, as
amended, modified and replaced from time to time.

      "Affiliate" of any Person means any other Person directly or indirectly
controlling (including but not limited to all directors and officers of such
Person), controlled by or under direct or indirect common control with such
Person. A Person shall be deemed to control a corporation if such Person
possesses, directly or indirectly, the power (a) to vote fifteen percent (15%)
or more of the securities having ordinary voting power for the election of
directors of such corporation or (b) to direct or cause direction of the
management and policies of such corporation, whether through the ownership of
voting securities, by contract or otherwise.

      "Anti-Terrorism Laws" means such term as defined in Section 6.31.

      "Applicable Percentage" shall mean, for any day, the rate per annum set
forth below opposite the applicable Level then in effect, it being understood
that the Applicable Percentage for (i) Base Rate Loans shall be the percentage
set forth under the column "Base Rate Margin", (ii) Eurodollar Loans, LMIR Loans
and Letter of Credit Fees shall be the percentage set forth under the column
"Eurodollar Rate Margin; LMIR Margin; Letter of Credit Fee" and (iii) the Unused
Fees shall be the percentage set forth under the column "Unused Fee":

                                        2
<PAGE>

<TABLE>
<CAPTION>
                                                          Eurodollar Rate
                                                            Margin; LMIR
                Fixed Charge                             Margin; Letter of
Level          Coverage Ratio       Base Rate Margin         Credit Fee          Unused Fee
-----        ------------------     ----------------     -----------------       ----------
<S>          <C>                    <C>                  <C>                     <C>
  I            >or= 1.45 to 1.0            0.00%                 1.75%                0.25%

  II         >or= 1.30 to 1.0 but          0.00%                 2.00%                0.35%
                < 1.45 to 1.0

 III         >or= 1.15 to 1.0 but          0.00%                 2.25%                0.50%
               < 1.30 to 1.0

  IV         >or= 1.00 to 1.0 but          0.00%                 2.50%                0.50%
                < 1.15 to 1.0

  V             < 1.0 to 1.0               0.50                  3.00%                0.50%
</TABLE>

      The Applicable Percentage shall, in each case, be determined and adjusted
quarterly on the first day of the first month immediately following the date on
which the Administrative Agent has received from the Borrowers the quarterly
company-prepared financial information (for each fiscal quarter of the
Consolidated Parties), annual financial information (in the case of the fourth
fiscal quarter of the Consolidated Parties) and certifications required to be
delivered to the Administrative Agent and the Lenders in accordance with the
provisions of Sections 7.1(a), 7.1(b) and 7.1(d) (each an "Interest
Determination Date"). Such Applicable Percentage shall be effective from such
Interest Determination Date until the next such Interest Determination Date. If
the Borrowers shall fail to provide the quarterly financial information and
certifications in accordance with the provisions of Sections 7.1(a), 7.1(b) and
7.1(d), the Applicable Percentage shall, on the date five (5) Business Days
after the date by which the Borrowers were so required to provide such financial
information and certifications to the Administrative Agent and the Lenders, be
based on Level IV until such time as such information and certifications are
provided, whereupon the Level shall be determined by the then current Fixed
Charge Coverage Ratio. Notwithstanding the foregoing, the Applicable Percentage
commencing on April 28, 2005 shall be based on the Fixed Charge Coverage Ratio
as set forth in the officer's certificate delivered pursuant to Section 7.1(d)
with respect to the fiscal year ending December 31, 2004.

      "Asset Disposition" means the disposition of any or all of the Accounts or
Inventory of a Credit Party whether by sale, lease, transfer or otherwise, other
than (a) sales of Inventory in the ordinary course of business and (b) transfers
of Accounts or Inventory among the Credit Parties.

      "Bankruptcy Event" means, with respect to any Person, the occurrence of
any of the following with respect to such Person: (a) a court or governmental
agency having jurisdiction in the premises shall enter a decree or order for
relief in respect of such Person in an involuntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of such Person or for any substantial part of its property
or ordering the winding up or liquidation of its affairs; or (b) any proceeding
shall be instituted against such Person seeking to adjudicate it as bankrupt or
insolvent, or seeking liquidation, winding-up, reorganization, arrangement,
adjustment, protection, relief, or composition of it or its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of debtors, or
seeking the entry of an order for relief or the appointment of

                                       3
<PAGE>

a receiver, trustee, or other similar official for it or for any substantial
part of its property including, but not limited to, an involuntary case under
any applicable bankruptcy, insolvency or other similar law now or hereafter in
effect is commenced against a Person and any such proceeding or petition remains
unstayed and in effect for a period of sixty (60) consecutive days; or (c) such
Person shall commence a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or consent to the
entry of an order for relief in an involuntary case under any such law, or
consent to the appointment or taking possession by a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of such Person
or any substantial part of its property or make any general assignment for the
benefit of creditors; or (d) such Person shall generally not pay its debts as
such debts become due or shall admit in writing its inability to pay its debts
generally as they become due or any action shall be taken by such Person in
furtherance of any of the aforesaid purposes.

      "BAPM" has the meaning set forth in the definition of Consignment
Agreement herein.

      "Base Rate" shall mean, for any day, the rate per annum (rounded upwards,
if necessary, to the nearest whole multiple of 1/100 of 1%) equal to the greater
of (a) the Federal Funds Rate in effect on such day plus 1/2 of 1% or (b) the
Prime Rate in effect on such day. If for any reason the Agent shall have
determined (which determination shall be conclusive absent manifest error) that
it is unable after due inquiry to ascertain the Federal Funds Rate for any
reason, including the inability or failure of the Agent to obtain sufficient
quotations in accordance with the terms hereof, the Base Rate shall be
determined without regard to clause (a) of the first sentence of this definition
until the circumstances giving rise to such inability no longer exist. Any
change in the Base Rate due to a change in the Prime Rate or the Federal Funds
Rate shall be effective on the effective date of such change in the Prime Rate
or the Federal Funds Rate, respectively.

      "Base Rate Loans" means all Loans accruing interest based on the Base
Rate.

      "Blocked Account Agreement" means a three party agreement among the
Administrative Agent, the applicable depository bank and a Credit Party in the
form of Exhibit F-2 hereto.

      "Borrowers" means Wolverine Tube, Inc., TF Investor, Inc., Tube Forming
Holdings, Inc., Tube Forming, L.P., Wolverine Finance, LLC, Small Tube
Manufacturing, LLC, Wolverine China Investments, LLC, Wolverine Joining
Technologies, LLC, and WT Holding Company, Inc. and such other Persons organized
under the laws of, and resident in, the United States that become parties hereto
pursuant to a Joinder Agreement in accordance with Section 7.11.

      "Borrowing Base" means a dollar amount equal to the sum of (a) up to 85%
of Eligible Accounts Receivable of the Credit Parties, plus (b) the sum of (i)
up to 60% of Eligible Inventory of all Credit Parties other than Wolverine
Joining Technologies, LLC consisting of raw materials and finished goods
inventory and (ii) the lesser of (A) $3,000,000 or (B) up to 60% of Eligible
Inventory of Wolverine Joining Technologies, LLC consisting of raw materials and
finished goods inventory minus, (c) reserves established from time to time by
the Administrative Agent in its sole discretion.

                                       4
<PAGE>

      "Borrowing Base Certificate" means such term as defined in Section 7.1(i).

      "Business Day" means any day other than a Saturday, a Sunday, a legal
holiday in Charlotte, North Carolina, Atlanta, Georgia, or New York, New York or
a day on which banking institutions located in Charlotte, North Carolina,
Atlanta, Georgia, or New York, New York are authorized by law or other
governmental actions to close; except that in the case of Eurodollar Loans and
LMIR Loans, a Business Day shall also be a day on which dealings between banks
are carried on in U.S. dollar deposits in the London interbank Eurodollar
market.

      "Capital Expenditures" means any current expenditure by the Consolidated
Parties for fixed or capital assets as reflected on the financial statements of
the Consolidated Parties, as prepared in accordance with GAAP.

      "Capital Stock" means (i) in the case of a corporation, capital stock,
(ii) in the case of an association or business entity, any and all shares,
interests, participations, rights or other equivalents (however designated) of
capital stock, (iii) in the case of a partnership, partnership interests
(whether general or limited), (iv) in the case of a limited liability company,
membership interests and (v) any other equity interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, the issuing Person.

      "Cash Equivalents" means (a) securities issued directly or fully
guaranteed or insured by the United States of America or any agency or
instrumentality thereof (provided that the full faith and credit of the United
States of America is pledged in support thereof) having maturities of not more
than one year from the date of acquisition, (b) U.S. dollar denominated time
deposits and certificates of deposit of (i) any U.S. commercial bank of
recognized standing having capital and surplus in excess of $100,000,000 or (ii)
any bank whose short-term commercial paper rating from Standard & Poor's
Corporation ("S&P") is at least A-1 or the equivalent thereof or from Moody's
Investors Service, Inc. ("Moody's") is at least P-1 or the equivalent thereof
(any such bank being an "Approved Bank"), in each case with maturities of not
more than one year from the date of acquisition, (c) commercial paper and
variable or fixed rate notes issued by any Approved Bank (or by the parent
company thereof) or any variable rate notes issued by, or guaranteed by, any
U.S. corporation to the extent that such paper or notes are rated A-1 (or the
equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or
better by Moody's and maturing within one year of the date of acquisition and
(d) repurchase agreements with a bank or trust company or recognized securities
dealer having capital and surplus in excess of $500,000,000 for direct
obligations issued by or fully guaranteed by the United States of America in
which a Credit Party shall have a perfected first priority security interest
(subject to no other Liens) and having, on the date of purchase thereof, a fair
market value of at least 100% of the amount of the repurchase obligations.

      "Cash Dominion Period" means (i) any period beginning on the date an Event
of Default shall have occurred (beyond the expiration of the applicable grace or
cure period) and continuing until such Event of Default has been waived by the
Required Lenders or (ii) any period beginning on the date on which the
Obligations outstanding shall equal or exceed $18,000,000 and continuing until
the termination of this Credit Agreement and the repayment in full of all
Obligations hereunder.

                                       5
<PAGE>

      "Cash Management Products" means any one or more of the following types of
services or facilities extended to the Borrowers by any Lender or any Affiliate
of a Lender in reliance on such Lender's agreement to indemnify such Affiliate:
(i) ACH transactions; (ii) cash management, including controlled disbursement
services, and other treasury services; and (iii) establishing and maintaining
deposit accounts.

      "Casualty Loss" means such term as defined in Section 7.6.

      "Change of Control" means the occurrence of any of the following events:
(a) the acquisition, directly or indirectly, whether voluntarily or by operation
of law, by any person (as such term in used in Section 13(d) of the Exchange
Act) of (i) beneficial ownership of a sufficient portion of the voting power of
the outstanding Voting Stock of the Company to elect a majority of the Board of
Directors of the Company (the "Board") (either immediately or upon the
expiration of their respective current terms) pursuant to a transaction that is
not approved by such Board as constituted immediately prior to the consummation
of such transaction or (ii) all or substantially all of the assets of the
Company or (b) except as permitted by Section 9.5 or Section 9.8, the Company
shall fail to own, directly or indirectly, 100% of the outstanding shares of
Capital Stock of the other Credit Parties or (c) the occurrence of a "Change of
Control" under the 2008 Note Indenture, the 2008 Senior Notes, or other
documents evidencing the 2008 Senior Notes or (d) the occurrence of a "Change of
Control" under the 2009 Senior Note Indenture, the 2009 Senior Notes, or other
documents evidencing the 2009 Senior Notes.

      "Closing Date" means the date hereof.

      "Code" means the Internal Revenue Code of 1986, as amended, and any
successor statute thereto, as interpreted by the rules and regulations issued
thereunder, in each case as in effect from time to time. References to sections
of the Code shall be construed also to refer to any successor sections.

      "Collateral" means any and all assets and rights and interests in or to
property of the Credit Parties pledged from time to time as security for the
Obligations pursuant to the Security Documents whether now owned or hereafter
acquired, including, without limitation, all of the Accounts and Inventory of
the Credit Parties, any Chattel Paper, Documents or Instruments evidencing or
relating to such Accounts or Inventory, Deposit Accounts, Equipment (subject to
the Security Agreement) and all Proceeds thereof, as defined in the Security
Agreement.

      "Commitments" means, collectively, the commitment of each of the Lenders
to make Loans and purchase participations in the Letters of Credit hereunder.

      "Commitment Percentage" means, with respect to any Lender, at any time
after the Commitments have terminated, the percentage which such Lender's Credit
Exposure constitutes of the aggregate principal amount of all Loans and LOC
Obligations then outstanding under this Credit Agreement.

      "Company" has the meaning set forth in the introductory paragraph hereof.

      "Concentration Account" means Account No. 004-4521, ABA No. 043000261, at
Mellon Bank, N.A., titled in the name of "Wachovia Bank, National Association,
as Collateral Agent."

                                       6
<PAGE>

      "Consignment Agreement" means the Amended and Restated Consignment
Agreement, dated as of April 28, 2005, by and between Fleet Precious Metals
Inc., a Rhode Island corporation operating as Bank of America Precious Metals
("BAPM"), and the Company and Wolverine Joining Technologies, LLC.

      "Consignment Intercreditor Agreement" means the Amended and Restated
Intercreditor Agreement dated as of April 28, 2005 by and between BAPM and the
Agent.

      "Consolidated Cash Interest Expense" means, for any applicable period of
computation, whether expensed or capitalized, all cash interest expense of the
Consolidated Parties for such period, net of interest income for such period,
all as determined in accordance with GAAP.

      "Consolidated Cash Taxes" means, for any applicable period of computation,
the aggregate of all taxes of the Consolidated Parties determined in accordance
with applicable law and GAAP applied on a consistent basis, to the extent the
same are paid in cash during such period.

      "Consolidated EBITDA" means, for any applicable period of computation,
without duplication, the sum of (i) Consolidated Net Income for such period, but
excluding therefrom all extraordinary items of income or loss, plus (ii) the
aggregate amount of depreciation and amortization charges made in calculating
Consolidated Net Income for such period, plus (iii) aggregate Consolidated
Interest Expense for such period, plus (iv) the aggregate amount of all income
taxes reflected on the consolidated statements of income of the Consolidated
Parties for such period. Except as otherwise provided herein, the applicable
period of computation shall be for the four (4) consecutive quarters ending as
of the date of determination.

      "Consolidated Fixed Charges" means, for any applicable period of
computation, without duplication, the sum of (i) all Consolidated Cash Interest
Expense for the applicable period plus (ii) all Consolidated Scheduled Funded
Debt Payments for the applicable period.

      "Consolidated Funded Debt" means, as of the date of determination, all
Funded Debt of the Company and its consolidated Subsidiaries, determined on a
consolidated basis in accordance with GAAP.

      "Consolidated Interest Expense" means, for any applicable period of
computation, whether expensed or capitalized, all interest expense of the
Consolidated Parties for such period, net of interest income for such period,
all as determined in accordance with GAAP.

      "Consolidated Parties" means the Company and all of its consolidated
Subsidiaries whether direct or indirect and whether now owned or hereafter
acquired.

      "Consolidated Net Income" means, for any applicable period of computation,
the net income after taxes of the Consolidated Parties for such period, as
adjusted for (i) non-cash adjustments to Consolidated Net Income due to the
effect of changes in accounting methods required by GAAP and (ii) the tax
adjusted net value of (a) the non-cash adjustments to Consolidated Net Income on
account of gains or losses resulting from changes in the metal variance account
required by the mark to market of the Copper Hedge, as determined in

                                       7
<PAGE>

accordance with GAAP and (b) the non-cash adjustments to valuations of inventory
that consists of copper covered by the Copper Hedge resulting from the Company's
mark to market of inventory levels under the Copper Hedge at the time of testing
(with the submission of the certificate pursuant to Section 7.1(d), the Company
will provide the Administrative Agent with a reconciliation of these adjustments
in a format similar to that of Exhibit L).

      "Consolidated Scheduled Funded Debt Payments" means, as of the end of each
fiscal quarter (or month, as applicable) of the Company and its consolidated
Subsidiaries on a consolidated basis, the sum of all scheduled payments of
principal on Consolidated Funded Debt (other than intercompany Indebtedness) for
the four (4) consecutive quarters (or 12 consecutive months, as applicable)
beginning on such date (including the principal component of payments due on
Capital Leases or under any synthetic lease, tax retention operating lease,
off-balance sheet loan or similar off-balance sheet financing product during the
applicable period beginning on such date).

      "Copper Hedge" means the Trading Agreements between PB Financial, Inc. and
Wolverine Tube, Inc., Wolverine Tube (Canada) Inc. and Wolverine Joining
Technologies, LLC related to hedging copper and any other copper hedging
contract permitted hereunder entered into by any Credit Party.

      "Credit Agreement" or "Agreement" means this amended and restated credit
agreement, dated as of the date hereof, as the same may be modified, amended,
extended, restated or supplemented from time to time.

      "Credit Documents" means this Credit Agreement, the Revolving Credit
Notes, the LOC Documents, the Security Documents and all other documents and
instruments executed or delivered in connection therewith, as the same may be
modified, amended, extended, restated or supplemented from time to time.

      "Credit Exposure" means such term as defined in the definition of Required
Lenders.

      "Credit Parties" means the Borrowers and "Credit Party" means any one of
them.

      "Default" means any event, act or condition which with notice or lapse of
time, or both, would constitute an Event of Default.

      "Defaulting Lender" means, at any time, any Lender that, at such time, (a)
has failed to make a Loan or purchase a Participation Interest required pursuant
to the terms of this Agreement, (b) has failed to pay to the Administrative
Agent or any Lender an amount owed by such Lender pursuant to the terms of this
Agreement or (c) has become insolvent or has become subject to a receiver,
trustee or similar official.

      "DOL" means the U.S. Department of Labor and any successor department or
agency.

      "Effective Date" means the date on which all of the conditions set forth
in Section 5.1 have been fulfilled or waived by the Lenders.

      "Eligible Accounts Receivable" means the aggregate face amount of the
Credit Parties' Accounts (excluding the Accounts of Wolverine Joining
Technologies, LLC) that (a) conform to

                                       8
<PAGE>

the warranties contained herein, less the aggregate amount of all returns,
discounts, claims, credits, charges (including warehousemen's charges) and
allowances of any nature (whether issued, owing, granted or outstanding), and
(b) are acceptable to the Agent in its sole discretion. In no event shall any
Account which has been sold, pledged or transferred pursuant to the Permitted
Securitization be deemed to be an Eligible Account Receivable.

      "Eligible Assignee" means (a) any Lender or Affiliate or subsidiary of a
Lender and (b) any other commercial bank, financial institution, institutional
lender or "accredited investor" (as defined in Regulation D of the Securities
and Exchange Commission (other than a natural Person)) with a net worth of at
least $2,000,000,000.

      "Eligible Inventory" means (i) the aggregate gross amount of each Credit
Party's Inventory, valued at cost (on a FIFO basis), which (A) is owned solely
by such Credit Party and with respect to which such Credit Party has good, valid
and marketable title, (B) is stored on property that is either (1) owned or
leased by such Credit Party or (2) owned or leased by a warehouseman that has
contracted with such Credit Party to store Inventory on such warehouseman's
property or by a filler, processor, packer or customer of such Credit Party
(provided that, with respect to Inventory stored on property not owned by such
Credit Party, such Credit Party shall have delivered in favor of the
Administrative Agent, an Acknowledgment Agreement from the landlord,
warehouseman, filler, processor, packer or customer with regard to any such
location, except that such Inventory will not be excluded solely as a result of
the failure to obtain any such Acknowledgement Agreement for a period of 90 days
following the Closing Date; and provided, further, that with respect to leased
locations for which an Acknowledgement Agreement has not been obtained from the
landlord, such Inventory may be included as Eligible Inventory (so long as it
meets the other criteria set forth elsewhere herein), but the Agent shall have
the right to impose rent reserves against such Inventory in its sole
discretion); (C) is subject to a valid, enforceable and first priority Lien in
favor of the Administrative Agent, except, with respect to Inventory stored at
sites described in clause (B)(2) above for normal and customary warehouseman,
filler, packer and processor charges); (D) is located in the United States; and
(E) is not obsolete or slow moving, and which otherwise conforms to the
warranties contained herein, less (ii) markdown reserves, less (iii) any goods
returned or rejected by such Credit Party's customers for which a credit has not
yet been issued and goods in transit to third parties (other than to such Credit
Party's agents, warehouses, fillers, processors or packers that comply with
clause (i)(B)(2) above), less (iv) damaged Inventory, less (v) any Inventory
that is a no charge or sample item, less (vi) packaging supplies, less (vii) a
reserve equal to the amount of all accounts payable of such Credit Party owed or
owing to any filler, packer or processor of such Credit Party, less (viii)
Inventory which is work in process, less (ix) Inventory consisting of MRO supply
parts, less (x) any reserves required by the Administrative Agent in its
reasonable discretion for special order goods and market value declines, less
(xi) any Inventory which is held by a Credit Party pursuant to consignment, sale
or return, sale on approval or similar arrangement, and less (xii) any Inventory
which constitutes "Related Security" (as such term is defined in the agreements
evidencing the Permitted Securitization).

      "Environmental Laws" means any current or future Requirement of Law of any
Governmental Authority applicable to the Credit Parties pertaining to (a) the
protection of health, safety, and the environment, (b) the conservation,
management, or use of natural resources and wildlife, (c) the protection or use
of surface water and groundwater or (d) the management,

                                       9
<PAGE>

manufacture, possession, presence, use, generation, transportation, treatment,
storage, disposal, release, threatened release, abatement, removal, remediation
or handling of, or exposure to, any hazardous or toxic substance or material and
includes, without limitation, the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended by the Superfund Amendments
and Reauthorization Act of 1986, 42 USC 9601 et seq., Solid Waste Disposal Act,
as amended by the Resource Conservation and Recovery Act of 1976 and Hazardous
and Solid Waste Amendments of 1984, 42 USC 6901 et seq., Federal Water Pollution
Control Act, as amended by the Clean Water Act of 1977, 33 USC 1251 et seq.,
Clean Air Act of 1966, as amended, 42 USC 7401 et seq., Toxic Substances Control
Act of 1976, 15 USC 2601 et seq., Hazardous Materials Transportation Act, 49 USC
App. 1801 et seq., Occupational Safety and Health Act of 1970, as amended, 29
USC 651 et seq., Oil Pollution Act of 1990, 33 USC 2701 et seq., Emergency
Planning and Community Right-to-Know Act of 1986, 42 USC 11001 et seq., National
Environmental Policy Act of 1969, 42 USC 4321 et seq., Safe Drinking Water Act
of 1974, as amended, 42 USC 300(f) et seq., the Canadian Environmental
Assessment Act, the Canadian Environmental Protection Act, the Environmental
Assessment Act (Ontario), the Environmental Protection Act (Ontario) and all
other applicable Canadian federal or provincial environmental statutes, any
analogous implementing or successor law, and any amendment, rule, regulation,
order, or directive issued thereunder.

      "Equity Issuance" means any issuance by any Borrower or any Subsidiary to
any Person which is not a Credit Party of (a) shares of its Capital Stock, (b)
any shares of its Capital Stock pursuant to the exercise of options or warrants
or (c) any shares of its Capital Stock pursuant to the conversion of any debt
securities to equity. The term "Equity Issuance" shall not include any Asset
Disposition or any issuance of Indebtedness.

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and any successor statute thereto, as interpreted by the rules and
regulations thereunder, all as the same may be in effect from time to time.
References to sections of ERISA shall be construed also to refer to any
successor sections.

      "ERISA Affiliate" means an entity, whether or not incorporated, which is
under common control with the Borrowers within the meaning of Section
4001(a)(14) of ERISA, or is a member of a group which includes the Borrowers and
which is treated as a single employer under Sections 414(b) or (c) of the Code.

      "ERISA Event" means (a) with respect to any Plan, the occurrence of a
Reportable Event or the substantial cessation of operations (within the meaning
of Section 4062(e) of ERISA); (b) the withdrawal of the Borrowers or any ERISA
Affiliate from a Multiple Employer Plan during a plan year in which it was a
substantial employer (as such term is defined in Section 4001(a)(2) of ERISA),
or the termination of a Multiple Employer Plan; (c) the distribution of a notice
of intent to terminate or the actual termination of a Single Employer Plan or
Multi-Employer Plan pursuant to Section 4041(a)(2) or 4041A of ERISA; (d) the
institution of proceedings to terminate or the actual termination of a Single
Employer Plan or a Multiemployer Plan by the PBGC under Section 4042 of ERISA;
(e) the termination of, or the appointment of a trustee to administer, any
Single Employer Plan or Multiemployer Plan pursuant to Section 4042 of ERISA;
(f) the complete or partial withdrawal of the Borrowers or any ERISA Affiliate
from a Multiemployer Plan; (g) the conditions for imposition of a Lien under
Section 302(f) of ERISA exist with respect to any Single Employer

                                       10
<PAGE>

Plan; or (h) the adoption of an amendment to any Single Employer Plan requiring
the application of Section 307 of ERISA.

      "Eurodollar Loans" means Loans accruing interest at the Adjusted
Eurodollar Rate.

      "Eurodollar Rate" means, for the Interest Period for each Eurodollar Loan
comprising part of the same borrowing (including continuations and conversions),
a per annum interest rate determined pursuant to the following formula:

          Eurodollar Rate =    London Interbank Offered Rate
                             ----------------------------------
                             1 - Eurodollar Reserve Percentage

      "Eurodollar Reserve Percentage" means for any day, that percentage
(expressed as a decimal) which is in effect from time to time under Regulation D
of the Board of Governors of the Federal Reserve System (or any successor), as
such regulation may be amended from time to time or any successor regulation, as
the maximum reserve requirement (including, without limitation, any basic,
supplemental, emergency, special, or marginal reserves) applicable with respect
to Eurocurrency liabilities as that term is defined in Regulation D (or against
any other category of liabilities that includes deposits by reference to which
the interest rate of Eurodollar Loans is determined), whether or not a Lender
has any Eurocurrency liabilities subject to such reserve requirement at that
time. Eurodollar Loans shall be deemed to constitute Eurocurrency liabilities
and as such shall be deemed subject to reserve requirements without benefits of
credits for proration, exceptions or offsets that may be available from time to
time to a Lender. The Eurodollar Rate shall be adjusted automatically on and as
of the effective date of any change in the Eurodollar Reserve Percentage.

      "Excess Availability" means at any time (a) the lesser of (i) the
Revolving Loan Commitment and (ii) the Borrowing Base minus (b) the sum of (i)
the aggregate amount of Revolving Loans outstanding plus (ii) the LOC
Obligations plus (iii) reserves imposed by the Agent from time to time in
accordance with Section 2.1(a) hereof.

      "Existing Letters of Credit" means the existing letters of credit
described by date of issuance, letter of credit number, undrawn amount, name of
beneficiary and date of expiry on Schedule 1.1D.

      "Event of Default" means such terms as defined in Section 11.1.

      "Federal Funds Rate" means, for any day, the weighted average of the rates
on overnight Federal funds transactions with members of the Federal Reserve Bank
of New York, or if such rate is not released on any Business Day, the arithmetic
average (rounded upwards to the next 1/100th of 1%), as determined by the
Administrative Agent, of the quotations for the day of such transactions,
received by the Administrative Agent from three Federal funds brokers of
recognized standing selected by it.

      "Financial Statements" means such term as defined in Section 6.6.

      "Fixed Charge Coverage Ratio" means, for any applicable period of
computation, the ratio of (i) Consolidated EBITDA less Unfinanced Capital
Expenditures less all Consolidated

                                       11
<PAGE>

Cash Taxes paid during the applicable period less cash dividends paid by the
Company for the applicable period to (ii) total Consolidated Fixed Charges. The
applicable period of computation shall be (a) for the purpose of determining the
Applicable Percentage, the four (4) consecutive quarters ending as of the date
of determination, except with respect to the Consolidated Scheduled Funded Debt
Payments component of Consolidated Fixed Charges, which shall be for the four
(4) consecutive quarters beginning as of the date of determination and (b) for
the purpose of determining compliance with Section 8.1 hereof, the 12
consecutive month period ending as of the date of determination, except with
respect to the Consolidated Scheduled Funded Debt Payments component of
Consolidated Fixed Charges, which shall be for the 12 consecutive month period
beginning as of the date of determination.

      "Funded Debt" means, without duplication, the sum of (a) all Indebtedness
of the Consolidated Parties for borrowed money, (b) the principal portion of all
obligations of the Consolidated Parties under capital leases (including capital
leases incurred in accordance with the terms of Section 9.1), (c) all commercial
letters of credit and the maximum or face amount of all performance and standby
letters of credit issued for the account of a member of the Consolidated
Parties, including, without duplication, all unreimbursed draws thereunder, (d)
all Guaranty Obligations of the Consolidated Parties with respect to Funded Debt
of another Person, (e) all Funded Debt of another entity secured by a Lien on
any property of the Consolidated Parties, to the extent of the book value of the
property secured thereby, whether or not such Funded Debt has been assumed by a
member of the Consolidated Parties, (f) all Funded Debt of any partnership or
unincorporated joint venture to the extent a member of the Consolidated Parties
is legally obligated or has a reasonable expectation of being liable with
respect thereto, net of any assets of such partnership or joint venture and (g)
the principal balance outstanding under any synthetic lease, tax retention
operating lease, off-balance sheet loan or similar off-balance sheet financing
product of a member of the Consolidated Parties where such transaction is
considered borrowed money indebtedness for tax purposes but is classified as an
operating lease in accordance with GAAP.

      "GAAP" means generally accepted accounting principles in the United States
applied on a consistent basis and subject to the terms of Section 1.2.

      "Government Acts" means such term as defined in Section 2.2(k)(i).

      "Governmental Authority" means any Federal, State, Provincial, local or
foreign court or governmental agency, authority, instrumentality or regulatory
body.

      "Guaranty Obligations" of any Person means any obligations (other than (a)
endorsements in the ordinary course of business of negotiable instruments for
deposit or collection and (b) obligations arising under guaranties by a Credit
Party of another Credit Party) guaranteeing or intended to guarantee any
Indebtedness, leases, dividends or other obligations of any other Person in any
manner, whether direct or indirect, and including, without limitation, any
obligation, whether or not contingent to, (i) purchase any such Indebtedness or
other obligation or any property constituting security therefor, (ii) advance or
provide funds or other support for the payment or purchase of such indebtedness
or obligation or to maintain working capital, solvency or other balance sheet
condition of such other Person (including, without limitation, keep well
agreements, maintenance agreements, comfort letters or similar agreements or
arrangements), (iii) lease or purchase property, securities or services
primarily for the purpose of assuring the owner of such

                                       12
<PAGE>

Indebtedness or obligation, or (iv) otherwise assure or hold harmless the owner
of such Indebtedness or obligation against loss in respect thereof.

      "Hedging Agreements" means any Interest Rate Protection Agreement or other
interest rate protection agreement, foreign currency exchange agreement,
commodity purchase or option agreement or other interest or exchange rate or
commodity price hedging agreements or any other derivative product hedging
arrangement.

      "Highest Lawful Rate" means, at any given time during which any
Obligations shall be outstanding hereunder, the maximum nonusurious interest
rate, if any, that at any time or from time to time may be contracted for,
taken, reserved, charged or received on the indebtedness under this Credit
Agreement, under the laws of the State of North Carolina (or the law of any
other jurisdiction whose laws may be mandatorily applicable notwithstanding
other provisions of this Credit Agreement and the other Credit Documents), or
under applicable United States federal laws which may presently or hereafter be
in effect and which allow a higher maximum nonusurious interest rate than under
North Carolina or such other jurisdiction's law, in any case after taking into
account, to the extent permitted by applicable law, any and all relevant
payments or charges under this Credit Agreement and any other Credit Documents
executed in connection herewith, and any available exemptions, exceptions and
exclusions.

      "Indebtedness" of any Person means, without duplication, (a) all
obligations of such Person with respect to Funded Debt, (b) all obligations of
such Person evidenced by bonds, debentures, notes or similar instruments, or
upon which interest payments are customarily made, (c) all obligations of such
Person under conditional sale or other title retention agreements relating to
property purchased by such Person to the extent of the value of such property
(other than customary reservations or retentions of title under agreements with
suppliers entered into in the ordinary course of business), (d) all obligations,
including without limitation intercompany items, of such Person issued or
assumed as the deferred purchase price of property or services purchased by such
Person which would appear as liabilities on a balance sheet of such Person, (e)
all Indebtedness of others secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by)
any Lien on, or payable out of the proceeds of Property owned or acquired by
such Person, whether or not the obligations secured thereby have been assumed,
(f) all Guaranty Obligations of such Person, (g) the principal portion of all
obligations of such Person under (i) capital leases and (ii) any synthetic
lease, tax retention operating lease, off-balance sheet loan or similar
off-balance sheet financing product where such transaction is considered
borrowed money indebtedness for tax purposes but is classified as an operating
lease in accordance with GAAP, (h) all payment obligations of such Person in
respect of Hedging Agreements, (i) the maximum amount of all standby letters of
credit issued or bankers' acceptances facilities created for the account of such
Person and, without duplication, all drafts drawn thereunder (to the extent
unreimbursed), (j) all preferred stock issued by such Person and required by the
terms thereof to be redeemed, or for which mandatory sinking fund payments are
due, by a fixed date, in cash or other property (other than shares of common
stock or the same class of preferred stock), (k) all other obligations which
would be shown as a liability on the balance sheet of such Person and (l) the
aggregate purchase price paid by third parties for the purchase of the accounts
receivable of such Person subject at such time to a sale of receivables (or
similar transaction) regardless of whether such transaction is effected without
recourse to such Person or in a manner that would not be reflected on the
balance sheet of such Person in accordance with GAAP. The Indebtedness of any

                                       13
<PAGE>

Person shall include the Indebtedness of any partnership or unincorporated joint
venture but only to the extent such Person is legally obligated or has a
reasonable expectation of being liable with respect thereto; provided, however,
Indebtedness shall not include (i) any accumulated provisions for deferred taxes
or deferred credits reflected as a liability on the balance sheet of such
Person, or (ii) any Indebtedness in respect of which moneys sufficient to pay
and discharge the same in full (either on the expressed date of maturity thereof
or on such earlier date as such indebtedness may be duly called for redemption
and payment) have been deposited with a depository, agency or trustee in trust
for the payment thereof.

      "Intercreditor Agreement" means the Intercreditor Agreement dated as of
the Closing Date by and among Wachovia Bank, National Association, as agent for
certain secured parties to the Permitted Securitization (in such capacity,
together with the successors and assigns, the "Securitization Agent"), the
Administrative Agent, the SPC, the Company, Tube Forming, L.P., and Small Tube
Manufacturing, LLC.

      "Interest Determination Date" means such term as defined in the definition
of Applicable Percentage.

      "Interest Payment Date" means (a) as to all Loans, other than Eurodollar
Loans, the last day of each month and (b) as to Eurodollar Loans having an
Interest Period of three months or less, the last day of each applicable
Interest Period; provided, that if an Interest Payment Date falls on a date
which is not a Business Day, such Interest Payment Date shall be deemed to be
the next succeeding Business Day, except that in the case of an Interest Period
where the next succeeding Business Day falls in the next succeeding calendar
month, then on the next preceding Business Day.

      "Interest Period" means, with respect to Eurodollar Loans, a period of
one, two or three month's duration, as the Borrowers may elect from time to
time, commencing, in each case, on the date of the borrowing (or continuation or
conversions thereof); provided, however, (a) if any Interest Period would end on
a day which is not a Business Day, such Interest Period shall be extended to the
next succeeding Business Day (except that where the next succeeding Business Day
falls in the next succeeding calendar month, then on the next preceding Business
Day), (b) no Interest Period shall extend beyond the Maturity Date, and (c)
where an Interest Period begins on a day for which there is no numerically
corresponding day in the calendar month in which the Interest Period is to end,
such Interest Period shall end on the last Business Day of such calendar month.

      "Interest Rate Protection Agreement" means any interest rate protection
agreement, foreign currency exchange agreement, commodity purchase or option
agreement or other interest or exchange rate or commodity price hedging
agreements or any other derivative product hedging arrangement between any
Borrower and any Lender, or any affiliate of a Lender.

      "Inventory" means all of each Credit Party's inventory, including without
limitation, (i) all raw materials, work in process, parts, components,
assemblies, supplies and materials used or consumed in the Credit Parties'
business; (ii) all goods, wares and merchandise, finished or unfinished, held
for sale; and (iii) all goods returned to or repossessed by the Credit Parties.

      "Investment" means, with respect to any Person, (a) the acquisition
(whether for cash, property, services, assumption of Indebtedness or securities
or otherwise) of assets comprising a

                                       14
<PAGE>

business, shares of capital stock, bonds, notes, debentures, partnership or
other ownership interests or other securities of another Person, (b) any deposit
with, or advance, loan or other extension of credit to, such other Person (other
than deposits made in connection with the purchase of equipment or other assets
in the ordinary course of business) or (c) any other investment in such other
Person, including without limitation, any Guaranty Obligation for the benefit of
such other Person.

      "IRPA Obligations" means, a continuing reserve, calculated at a frequency
determined by the Administrative Agent in its sole discretion, for the aggregate
amount of liabilities and obligations arising under Interest Rate Protection
Agreements, each valued as the termination value thereof calculated according to
a method approved by the International Swap and Derivatives Association and as
such International Swap and Derivatives Association method may be further
specified in each Interest Rate Protection Agreement.

      "Issuing Lender" means Wachovia or such other Issuing Lender reasonably
acceptable to the Company and the Administrative Agent.

      "Issuing Lender Fee" means such term as defined in Section 4.5.

      "Joinder Agreement" means the form of Joinder Agreement to be executed by
each new Borrower under the Credit Agreement pursuant to Section 7.11 hereof,
substantially in the form of Exhibit K hereto.

      "Landlord Agreement" means a Landlord Lien Waiver Agreement, substantially
in the form of Exhibit B hereto, between a Credit Party's landlord and the
Administrative Agent acknowledging and agreeing, among other things, (i) that
such landlord waives any Liens on any of the Collateral of such Credit Party and
(ii) to permit the Administrative Agent access to the property for the purposes
of exercising its remedies under the Security Agreement.

      "Lenders" means the Lenders identified as such on Schedule 1.1A and such
other Lenders as may be added in accordance with the terms of this Agreement.

      "Letter of Credit" means a Letter of Credit issued for the account of a
Borrower or one of its Subsidiaries by the Issuing Lender pursuant to Section
2.2, as such Letter of Credit may be amended, modified, extended, renewed or
replaced.

      "Letter of Credit Fee" means such term as defined in Section 4.5.

      "Leverage Ratio" means, as of the last day of each fiscal quarter of the
Company, the ratio of (a) the sum of Consolidated Funded Debt as of such date
plus the aggregate outstanding amount advanced to the Credit Parties under the
Permitted Securitization as of such date to (b) Consolidated EBITDA.

      "Lien" means any mortgage, pledge, hypothecation, collateral assignment,
deposit arrangement, security interest, encumbrance, lien (statutory or
otherwise), hypothec, preference, priority, or charge of any kind (including any
agreement to give any of the foregoing, any conditional sale or other title
retention agreement, any financing or similar statement filed under the Uniform
Commercial Code as adopted and in effect in the relevant jurisdiction, or other
similar recording or notice statute, and any lease in the nature thereof).

                                       15
<PAGE>

      "LMIR" means, for any day, the rate of interest per annum (rounded
upwards, if necessary, to the nearest 1/100 of 1%) appearing on Telerate Page
3750 (or any successor page) as the London interbank offered rate for one month
deposits in U.S. dollars at approximately 11:00 A.M. (London time), on such day,
or if such day is not a Business Day, then the immediately preceding Business
Day (or if not so reported, then as determined by the Agent from another
recognized source or interbank quotation). If no such rate is available or can
be determined, any request for an LMIR Loan shall be deemed a request for a Base
Rate Loan.

      "LMIR Loans" means Loans accruing interest based on the LMIR.

      "Loans" means the Revolving Loans.

      "LOC Documents" means, with respect to any Letter of Credit, such Letter
of Credit, any amendments thereto, any documents delivered thereunder, and any
other agreements, instruments, guarantees or other documents (whether general in
application or applicable only to such Letter of Credit) governing or providing
for (a) the rights and obligations of the parties concerned or at risk or (b)
any collateral security for such obligations.

      "LOC Obligations" means, at any time, the sum of (a) the maximum amount
which is, or at any time thereafter may become, available to be drawn under all
Letters of Credit then outstanding, assuming compliance with all requirements
for drawings referred to in such Letters of Credit plus (b) the aggregate amount
of all drawings under Letters of Credit honored by the Issuing Lender but not
theretofore reimbursed.

      "Lockbox" means such term as defined in Section 3.1.

      "Lockbox Account" means such term as defined in Section 3.1.

      "Lockbox Agreement" means such term as defined in Section 3.1.

      "Lockbox Bank" means such term as defined in Section 3.1.

      "London Interbank Offered Rate" means, with respect to any Eurodollar Loan
for the Interest Period applicable thereto, the rate of interest per annum
(rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on
Telerate Page 3750 (or any successor page) as the London interbank offered rate
for deposits in U.S. dollars at approximately 11:00 A.M. (London time) two (2)
Business Days prior to the first day of such Interest Period for a term
comparable to such Interest Period; provided, however, if more than one rate is
specified on Telerate Page 3750, the applicable rate shall be the arithmetic
mean of all such rates. If, for any reason, such rate is not available, the term
"London Interbank Offered Rate" shall mean, with respect to any Eurodollar Loan
for the Interest Period applicable thereto, the rate of interest per annum
(rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters
Screen LIBO Page as the London interbank offered rate for deposits in U.S.
dollars at approximately 11:00 A.M. (London time) two (2) Business Days prior to
the first day of such Interest Period for a term comparable to such Interest
Period; provided, however, if more than one rate is specified on Reuters Screen
LIBO Page, the applicable rate shall be the arithmetic mean of all such rates.

                                       16
<PAGE>

      "Material Adverse Effect" means a material adverse effect, after taking
into account any applicable insurance (to the extent the provider of such
insurance has the financial ability to support its obligations with respect
thereto and is not disputing or refusing to acknowledge same), on (a) the
business, assets, operations, prospects or condition (financial or otherwise) of
the Consolidated Parties, taken as a whole, (b) the ability of (i) the Borrowers
to perform their obligations under this Credit Agreement or any of the other
Credit Documents or (ii) the Credit Parties to perform their obligations under
this Agreement or any of the other Credit Documents, (c) the Collateral or (d)
the validity or enforceability of this Agreement, any of the other Credit
Documents, or the rights and remedies of the Lenders hereunder or thereunder
taken as a whole.

      "Material Contract" means any contract or other arrangement (other than
any of the Leases or the Credit Documents), whether written or oral, to which
any Credit Party is a party as to which the breach, nonperformance, cancellation
or failure to renew by any party thereto could reasonably be expected to have a
Material Adverse Effect.

      "Maturity Date" means April 28, 2008.

      "Multiemployer Plan" means a Plan which is a multiemployer plan as defined
in Sections 3(37) or 4001(a)(3) of ERISA.

      "Multiple Employer Plan" means a Plan (other than a Multiemployer Plan)
which the Borrowers or any ERISA Affiliate and at least one other employer other
than any Borrower or any ERISA Affiliate are contributing sponsors.

      "Net Proceeds" means all cash proceeds received in connection with an
Asset Disposition, net of (a) the actual cash costs incurred in connection with
and attributable to such Asset Disposition, (b) any tax liability attributable
to such transaction and (c) amounts applied to repayment of Indebtedness (other
than the Obligations) secured by a Permitted Lien on a disposed asset.

      "Notes" means the Revolving Credit Notes.

      "Notice of Borrowing" means the request by a Borrower for a Revolving Loan
in the form of Exhibit C.

      "Notice of Continuation/Conversion" means a request by the Borrowers to
(i) continue an existing Eurodollar Loan, (ii) convert a Base Rate Loan or LMIR
Loan to a Eurodollar Loan, or (iii) convert a Eurodollar Loan to a Base Rate
Loan or LMIR Loan, in the form of Exhibit C.

      "Obligations" means the Loans, any other loans and advances or extensions
of credit made or to be made by any Lender to any Borrower, or to others for any
Borrower's account in each case pursuant to the terms and provisions of this
Credit Agreement, together with interest thereon (including interest which would
be payable as post-petition interest in connection with any bankruptcy or
similar proceeding) and, including, without limitation, any reimbursement
obligation or indemnity of the Borrowers on account of Letters of Credit and all
other LOC Obligations, and all indebtedness, fees, liabilities, guarantees and
obligations which may at any time be owing by any Borrower or any other Credit
Party to any Lender in each case pursuant to this Credit Agreement or any other
Credit Document, whether now in existence or incurred by a

                                       17
<PAGE>

Borrower or any other Credit Party from time to time hereafter, whether
unsecured or secured by pledge, Lien upon or security interest in any of a
Borrower's or other Credit Party's assets or property or the assets or property
of any other Person, whether such indebtedness is absolute or contingent, joint
or several, matured or unmatured, direct or indirect and whether such Borrower
or other Credit Party is liable to such Lender for such indebtedness as
principal, surety, endorser, guarantor or otherwise. Obligations shall also
include any other indebtedness owing to any Lender by any Borrower or other
Credit Party under this Credit Agreement and the other Credit Documents, any
Borrower's liability to any Lender pursuant to this Credit Agreement as maker or
endorser of any promissory note or other instrument for the payment of money,
any Borrower's or other Credit Party's liability to any Lender pursuant to this
Credit Agreement or any other Credit Document under any instrument of guaranty
or indemnity, or arising under any guaranty, endorsement or undertaking which
any Lender may make or issue to others for any such Borrower's account pursuant
to this Credit Agreement, including any accommodation extended with respect to
applications for Letters of Credit, and all liabilities and obligations owing
from any Borrower to any Lender, or any affiliate of a Lender, arising under
Interest Rate Protection Agreements, all liabilities and obligations now or
hereafter arising from or in connection with any Cash Management Products, and
all other obligations of the Credit Parties to any Lender (or an Affiliate of
any Lender) and the Agent arising under or in connection with the any other
Credit Document.

      "OFAC" means the U.S. Department of the Treasury's Office of Foreign
Assets Control.

      "Participation Interest" means a participation in Letters of Credit or LOC
Obligations purchased pursuant to Section 2.2 or Section 2.4 or in Loans
purchased pursuant to Section 4.6 or Section 11.3.

      "PBGC" means the Pension Benefit Guaranty Corporation established pursuant
to Subtitle A of Title IV of ERISA, and any successor thereof.

      "Permitted Investments" means:

            (a) cash and Cash Equivalents;

            (b) money market investment programs that invest exclusively in Cash
      Equivalents and that are classified as a current asset in accordance with
      GAAP and that are administered by broker-dealers reasonably acceptable to
      the Administrative Agent;

            (c) Investments of a Credit Party into another Credit Party;

            (d) loans or advances in the usual and ordinary course of business
      to officers, directors and employees for expenses incidental to carrying
      on the business of the Credit Parties, including, without, limitation,
      relocation and other reasonable expenses associated with employee
      compensation and perquisites;

            (e) accounts receivable arising from the sale of goods and services
      in the ordinary course of business of the Credit Parties;

                                       18
<PAGE>

            (f) stock or securities received in settlement of debts (created in
      the ordinary course of business) owing to a Credit Party;

            (g) Investments existing on the Closing Date and set forth on
      Schedule 1.1B attached hereto;

            (h) loans to officers and employees of the Company to purchase the
      Capital Stock of the Company in an amount up to $1,000,000 in the
      aggregate at any time outstanding;

            (i) transactions permitted pursuant to Section 9.10;

            (j) promissory notes issued as consideration in connection with
      asset sales permitted hereunder;

            (k) Investments by the Credit Parties in their direct or indirect
      Subsidiaries which are not Credit Parties, in an amount up to $5,000,000
      in the aggregate at any time outstanding;

            (l) [intentionally omitted];

            (m) Investments consisting of prepayments, redemptions or purchases
      of the 2009 Senior Notes permitted under Section 9.15(b);

            (n) [intentionally omitted];

            (o) Investments in Hedging Agreements permitted under Section
      9.1(a);

            (p) the Guaranty dated September 22, 2004 by the Company in favor of
      Cambridge 16, S. de R.L. de C.V. ("Landlord"), guarantying obligations
      under that certain Lease dated September 22, 2004 between Landlord and
      WLVN de Latinoamerica, S. de. R.L. de C.V. not exceeding $10.0 million in
      the aggregate;

            (q) Investments (other than the Guaranty permitted under clause (p)
      hereof) in WLVN de Latinoamerica, S. de. R.L. de C.V. and WLV Mexico, S.
      de. R.L. de C.V. not exceeding $12.5 million in the aggregate (when added
      to any dispositions of equipment made as permitted under clause (g) of
      Section 9.5); and

            (r) such other Investments as the Administrative Agent and the
      Required Lenders may approve in their reasonable discretion.

      "Permitted Liens" means:

            (a) Liens in favor of the Lenders pursuant to any Credit Document or
      any Interest Rate Protection Agreement;

                                       19
<PAGE>

            (b) Liens for taxes not yet due or Liens for taxes being contested
      in good faith by appropriate proceedings for which adequate reserves
      determined in accordance with GAAP have been established;

            (c) Liens in respect of property imposed by law arising in the
      ordinary course of business such as materialmen's, mechanics',
      warehousemen's, supplier's or vendor's and other like Liens provided that
      such Liens secure only amounts not yet due and payable or if overdue are
      being contested in good faith by appropriate actions or proceedings and
      adequate reserves have been established;

            (d) pledges or deposits made to secure payment of worker's
      compensation insurance, unemployment insurance, pensions or social
      security programs;

            (e) Liens arising from good faith deposits in connection with or to
      secure performance of tenders, statutory obligations, surety and appeal
      bonds, bids, leases, government contracts, performance and return-of-money
      bonds and other similar obligations incurred in the ordinary course of
      business (other than obligations in respect of the payment of borrowed
      money);

            (f) easements, rights-of-way, restrictions (including zoning
      restrictions), minor defects or irregularities in title and other similar
      charges or encumbrances not impairing, in any material respect, the use of
      such property for its intended purposes or interfering, in any material
      respect, with the ordinary conduct of business of the Credit Parties;

            (g) Liens securing purchase money indebtedness (it being understood
      for the purposes of this Agreement that conditional sales contracts shall
      constitute purchase money indebtedness) permitted by Section 9.1(d);

            (h) Liens existing on property or assets of any Consolidated Party
      as of the date of this Agreement and disclosed on Schedule 1.1C; provided
      that the Liens set forth on Schedule 1.1C shall not extend to or secure
      any Indebtedness other than any such Indebtedness outstanding on the date
      hereof;

            (i) financing statements filed in connection with operating leases
      made in the ordinary course of business; and

            (j) judgments and other similar Liens arising in connection with
      court proceedings to the extent such judgments do not constitute Events of
      Default; provided the execution or other enforcement of such Lien is
      effectively stayed and the claims secured thereby are being actively
      contested in good faith and by appropriate proceedings.

      "Permitted Securitization" means the trade securitization transaction for
an aggregate principal amount of third party investments or advances of up to
$45,000,000, evidenced by that certain Receivables Sale Agreement, dated as of
April 28, 2005 among the Securitization Companies and the SPC and that certain
Receivables Purchase Agreement, dated as of April 28, 2005 among the SPC,
Wolverine Finance, LLC, the Company, Blue Ridge Asset Funding

                                       20
<PAGE>

Corporation, the liquidity banks from time to time party thereto and Wachovia
Bank, National Association.

      "Person" means any individual, partnership, joint venture, firm,
corporation, limited liability company, association, trust or other enterprise
or any government or political subdivision or any agency, department or
instrumentality thereof.

      "Plan" means any employee benefit plan (as defined in Section 3(3) of
ERISA) which is covered by ERISA and with respect to which the Borrowers or any
ERISA Affiliate is (or, if such plan were terminated at such time, would under
Section 4069 of ERISA be deemed to be) an "employer" within the meaning of
Section 3(5) of ERISA.

      "Pledge Agreement" means the Pledge Agreement, dated as of March 27, 2002,
and amended on the Closing Date, between the Administrative Agent and the Credit
Parties, in the form attached hereto as Exhibit E-2.

      "Prime Rate" means the per annum rate of interest established from time to
time by the Administrative Agent at its principal office in Charlotte, North
Carolina (or such other principal office of the Administrative Agent as
communicated in writing to the Borrowers and the Lenders) as its Prime Rate. Any
change in the interest rate resulting from a change in the Prime Rate shall
become effective as of 12:01 a.m. of the Business Day on which each change in
the Prime Rate is announced by the Administrative Agent. The Prime Rate is a
reference rate used by the Administrative Agent in determining interest rates on
certain loans and is not intended to be the lowest rate of interest charged on
any extension of credit to any debtor.

      "Production Month" means for the first two Production Months of a quarter
a 4 week production period and for the third Production Month of a production
quarter a five week production period of the Credit Parties.

      "Production Quarter" means each thirteen week production period of the
Credit Parties.

      "Regulation U or X" means Regulation U or X, respectively, of the Board of
Governors of the Federal Reserve System as from time to time in effect and any
successor to all or a portion thereof establishing reserve requirements.

      "Reportable Event" means any of the events set forth in Section 4043(c) of
ERISA, other than those events as to which the notice requirement has been
waived by regulation.

      "Required Lenders" means Lenders whose aggregate Credit Exposure (as
hereinafter defined) constitute at least 51% of the aggregate Credit Exposure of
all Lenders at such time; provided, however, that Required Lenders shall be
comprised of at least two (2) Lenders if there is more than one Lender, and
provided, further, that if any Lender shall be a Defaulting Lender at such time
then there shall be excluded from the determination of Required Lenders at such
time the aggregate principal amount of Credit Exposure of such Lender at such
time. For purposes of the preceding sentence, the term "Credit Exposure" as
applied to each Lender shall mean (a) at any time prior to the termination of
the Commitments, the Revolving Loan Commitment Percentage of such Lender
multiplied times the Revolving Loan Commitment, and (b) at any time after the
termination of the Commitments, the sum of (i) the principal balance of
outstanding Revolving Loans of such

                                       21
<PAGE>

Lender, plus (ii) such Lender's Participation Interests in the face amount of
outstanding Letters of Credit.

      "Requirement of Law" means, as to any Person, any law, treaty, rule or
regulation or final, non-appealable determination of an arbitrator or a court or
other Governmental Authority, in each case applicable to our binding upon such
Person or to which any of its property is subject.

      "Restricted Payment" means (i) any cash dividend or other cash
distribution, direct or indirect, on account of any shares of any class of
Capital Stock of any member of the Consolidated Parties, now or hereafter
outstanding, (ii) any redemption, retirement, sinking fund or similar payment,
purchase or other acquisition for value, direct or indirect, of any shares of
any class of Capital Stock of any member of the Consolidated Parties now or
hereafter outstanding by such member of the Consolidated Parties, except for any
redemption, retirement, sinking funds or similar payment payable solely in such
shares of that class of stock or in any class of stock junior to that class or
(iii) any cash payment made to redeem, purchase, repurchase or retire, or to
obtain the surrender of, any outstanding warrants, options or other rights to
acquire any shares of any class of Capital Stock of any member of the
Consolidated Parties now or hereafter outstanding.

      "Revolving Credit Notes" means the promissory notes of the Borrowers in
favor of each Lender evidencing the Revolving Loans and substantially in the
form of Exhibit D, as such promissory notes may be amended, modified,
supplemented or replaced from time to time.

      "Revolving Loan Commitment" means $35,000,000 (U.S.), as such amount may
be reduced in accordance with Section 2.10.

      "Revolving Loan Commitment Percentage" means, for each Lender, the
percentage identified as its Revolving Loan Commitment Percentage opposite such
Lender's name on Schedule 1.1A, as such percentage may be modified by assignment
in accordance with the terms of this Agreement.

      "Revolving Loans" means the revolving loans made by the Lenders to the
Borrowers pursuant to Section 2.1.

      "Sanctioned Country" means a country subject to a sanctions program
identified on the list maintained by OFAC and available at
http://www.treas.gov/offices/enforcement/ofac/sanctions/index.html, or as
otherwise published from time to time.

      "Sanctioned Person" means (a) a Person named on the list of "Specially
Designated Nationals and Blocked Persons" maintained by OFAC available at
http://www.treas.gov/offices/enforcement/ofac/sanctions/index.html, or as
otherwise published from time to time, or (b) (i) an agency of the government of
a Sanctioned Country, (ii) an organization controlled by a Sanctioned Country,
or (iii) a person resident in a Sanctioned Country, to the extent subject to a
sanctions program administered by OFAC.

                                       22
<PAGE>

      "Securitization Account" means Account No. 2000027030190, ABA No.
061000227, at Wachovia Bank, National Association, titled in the name of
"Wachovia Bank, National Association."

      "Securitization Companies" means the Company, Tube Forming, L.P. and Small
Tube Manufacturing, LLC.

      "Security Agreement" means the Security Agreement, dated as of March 27,
2002, and amended on the Closing Date, between the Administrative Agent and the
Credit Parties, in the form attached hereto as Exhibit E-1.

      "Security Documents" means, collectively, the Security Agreement, the
Pledge Agreement, any Acknowledgment Agreements and any Lockbox Agreement.

      "Senior Financial Officers" means the Chief Executive Officer, Chief
Financial Officer, Controller and Treasurer of the Company or any other Credit
Party.

      "Senior Management Members" means such term as defined in Section 6.28.

      "Senior Officers" means each of the Senior Financial Officers and each
Senior Management Member of the Credit Parties.

      "Settlement Period" means such term as defined in Section 2.7(a) and (b).

      "Single Employer Plan" means any Plan which is covered by Title IV of
ERISA, but which is not a Multiemployer Plan or a Multiple Employer Plan.

      "Solvent" means, with respect to any Person as of a particular date, that
on such date (a) such Person is able to pay its debts and other liabilities,
contingent obligations and other commitments as they mature in the normal course
of business, (b) such Person does not intend to, and does not believe that it
will, incur debts or liabilities beyond such Person's ability to pay as such
debts and liabilities mature in their ordinary course, (c) such Person is not
engaged in a business or a transaction, and is not about to engage in a business
or a transaction, for which such Person's assets would constitute unreasonably
small capital after giving due consideration to the prevailing practice in the
industry in which such Person is engaged or is to engage, (d) the fair value of
the assets of such Person is greater than the total amount of liabilities,
including, without limitation, contingent liabilities, of such Person and (e)
the present fair saleable value of the assets of such Person is not less than
the amount that will be required to pay the probable liability of such Person on
its debts as they become absolute and matured. In computing the amount of
contingent liabilities at any time, it is intended that such liabilities will be
computed at the amount which, in light of all the facts and circumstances
existing at such time, represents the amount that can reasonably be expected to
become an actual or matured liability.

      "SPC" means DEJ 98 Finance, LLC, a Delaware limited liability company.

      "Subsidiary" of any Person means (a) any corporation more than 50% of
whose stock of any class or classes having by the terms thereof ordinary voting
power to elect a majority of the directors of such corporation (irrespective of
whether or not at the time, any class or classes of the

                                       23
<PAGE>

capital stock of such corporation shall have or might have voting power by
reason of the happening of any contingency) is at the time owned by such Person
directly or indirectly through Subsidiaries of such Person, and (b) any
partnership, association, joint venture or other entity in which such Person
directly or indirectly through Subsidiaries of such Person has more than 50% of
the equity interest at any time; provided, however, that the SPC shall not be
considered a Subsidiary of the Company or any of its other Subsidiaries.

      "Termination Event" means (i) a Reportable Event with respect to any
Benefit Plan or Multiemployer Plan; (ii) the withdrawal of any Borrower, any
Subsidiary or any ERISA Affiliate from a Benefit Plan during a plan year in
which such entity was a "substantial employer" as defined in Section 4001(a)(2)
of ERISA; (iii) the providing of notice of intent to terminate a Benefit Plan
pursuant to Section 4041 of ERISA; (iv) the institution by the PBGC of
proceedings to terminate a Benefit Plan or Multiemployer Plan; (v) any event or
condition (a) which might constitute grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Benefit Plan
or Multiemployer Plan, or (b) that may result in termination of a Multiemployer
Plan pursuant to Section 4041A of ERISA; or (vi) the partial or complete
withdrawal within the meaning of Sections 4203 and 4205 of ERISA, of any
Borrower, any Subsidiary or any ERISA Affiliate from a Multiemployer Plan.

      "UCC" means such term as defined in Section 1.3.

      "Unfinanced Capital Expenditures" means, for any period, all Capital
Expenditures not financed from proceeds of Consolidated Funded Debt (other than
Loans made under this Agreement or from proceeds of the Permitted
Securitization).

      "Unused Fees" means such term as defined in Section 4.5.

      "Unutilized Revolving Commitment" means, for any period, the amount by
which (a) the Revolving Loan Commitment exceeds (b) the daily average sum for
such period of the outstanding aggregate principal amount of all Revolving Loans
plus the daily average balance of LOC Obligations for such period.

      "U.S. Subsidiary" means any direct or indirect Subsidiary of the Borrowers
which is incorporated or organized under the laws of any State of the United
States or the District of Columbia.

      "Voting Stock" means, with respect to any Person, Capital Stock issued by
such Person, the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of directors (or persons
performing similar functions) of such Person, even if the right so to vote has
been suspended by the happening of such a contingency.

      "Wachovia" means Wachovia Bank, National Association, having its principal
office in North Carolina, and its successors and permitted assigns.

      "Wachovia Cash Collateral Accounts" means any Wachovia account established
and maintained in the name of the Borrowers at Wachovia, with the Administrative
Agent named as secured party thereon, into which funds transferred from any
Lockbox or from the Concentration Account or from the Securitization Account
will be deposited.

                                       24
<PAGE>

      "Wachovia Funding Account" means any account established and maintained in
the name of the Borrowers at Wachovia, with the Administrative Agent named as
secured party thereon.

      "WLV Joining Technologies Account" means Account No. 076-9063, ABA No.
043000261, at Mellon Bank, N.A., titled in the name of "Wolverine Joining
Technologies, LLC."

      "2008 Senior Note Indenture" means the Indenture, dated as of August 4,
1998 by and among the Company and Wachovia Bank, National Association (f/k/a
First Union National Bank), as trustee, as the same may be amended, modified,
restated or supplemented and in effect from time to time in accordance with the
terms hereof..

      "2008 Senior Noteholders" means a collective reference to the holders from
time to time of the 2008 Senior Notes and "2008 Senior Noteholder" means any one
of them.

      "2008 Senior Notes" means a reference to any one of the Company's
$150,000,000 7 3/8% Senior Notes, due August, 2008 issued by the Company in
favor of the 2008 Senior Noteholders pursuant to the 2008 Senior Note Indenture,
as such 2008 Senior Notes may be amended, modified, restated or supplemented and
in effect from time to time in accordance with the terms hereof.

      "2009 Senior Note Indenture" means that certain Indenture dated as of
March 27, 2002 by and among the Company, the Subsidiaries listed therein and
Wachovia Bank, National Association, as Trustee, as such 2009 Senior Note
Indenture may be amended, modified, restated, replaced or supplemented and in
effect from time to time in accordance with the terms hereof.

      "2009 Senior Noteholders" means a collective reference to the holders from
time to time of the 2009 Senior Notes and "2009 Senior Noteholder" means any one
of them.

      "2009 Senior Notes" means a reference to any one of the Company's
$120,000,000 10.5% Senior Notes, due April 1, 2009 issued by the Company in
favor of the 2009 Senior Noteholders pursuant to the 2009 Senior Note Indenture,
as such 2009 Senior Notes may be amended, modified, restated, replaced or
supplemented and in effect from time to time in accordance with the terms
hereof.

      1.2 ACCOUNTING TERMS

      Except as otherwise expressly provided herein, all accounting terms used
herein shall be interpreted, and all financial statements and certificates and
reports as to financial matters required to be delivered to the Lenders
hereunder shall be prepared in accordance with GAAP applied on a consistent
basis. All calculations made for the purposes of determining compliance with
this Agreement shall (except as otherwise expressly provided herein) be made by
application of GAAP applied on a basis consistent with those used in the
preparation of the latest annual or quarterly financial statements under Section
7.1 (or prior to the delivery of the first financial statements under Section
7.1 used in the preparation of the financial statements described in Section
6.6). In determining "pro forma" compliance with the financial covenants herein,
as required pursuant to any provision hereof, any Indebtedness incurred or asset
sale made or Acquisition completed shall

                                       25
<PAGE>

be deemed to have been incurred, made or completed, as the case may be, on the
first day of the four fiscal quarters most recently ended prior to such
occurrence.

      The Borrowers shall deliver to the Lenders at the same time as the
delivery of any annual or quarterly financial statement under Section 7.1, (a) a
description in reasonable detail of any material variation between the
application of accounting principles employed in the preparation of such
statement and the application of accounting principles employed in the
preparation of the most recent preceding annual or quarterly financial
statements and (b) reasonable estimates of the difference between such
statements arising as a consequence thereof.

      1.3 OTHER DEFINITIONAL PROVISIONS

      Terms not otherwise defined herein which are defined in the Uniform
Commercial Code as in effect in the State of North Carolina (the "UCC") shall
have the meanings given them in the UCC. The words "hereof", "herein" and
"hereunder" and words of similar import when used in this Credit Agreement shall
refer to the Credit Agreement as a whole and not to any particular provision of
this Credit Agreement, unless otherwise specifically provided. References in
this Agreement to "Articles", "Sections", "Schedules" or "Exhibits" shall be to
Articles, Sections, Schedules or Exhibits of or to this Agreement unless
otherwise specifically provided. Any of the terms defined in Section 1.1 may,
unless the context otherwise requires, be used in the singular or plural
depending on the reference. "Include", "includes" and "including" shall be
deemed to be followed by "without limitation" whether or not they are in fact
followed by such words or words of like import. "Writing", "written" and
comparable terms refer to printing, typing, computer disk, e-mail and other
means of reproducing words in a visible form. References to any agreement or
contract are to such agreement or contract as amended, modified or supplemented
from time to time in accordance with the terms hereof and thereof. References to
any Person include the successors and permitted assigns of such Person.
References "from" or "through" any date mean, unless otherwise specified, "from
and including" or "through and including", respectively. References to any times
herein unless otherwise specified herein shall refer to Eastern Standard or
Daylight time, as from time to time in effect.

                                   ARTICLE II

                               THE REVOLVING LOANS

      2.1 REVOLVING LOANS

            (a) Revolving Loan Commitment. Subject to the terms and conditions
set forth herein, each Lender agrees, severally and not jointly, at any time and
from time to time from the Effective Date to the Maturity Date, to make
revolving loans (each a "Revolving Loan" and collectively, the "Revolving
Loans") in U.S. dollars to the Borrowers; provided, however, that (i) the
aggregate amount of Revolving Loans outstanding plus IRPA Obligations plus LOC
Obligations outstanding at any one time may not exceed the lesser of the
Borrowing Base and the Revolving Loan Commitment; and (ii) with regard to each
individual Lender, the Lender's pro rata share of outstanding Revolving Loans
plus IRPA Obligations plus LOC Obligations outstanding shall not exceed such
Lender's Revolving Loan Commitment Percentage of the Revolving Loan Commitment.

                                       26
<PAGE>

            Revolving Loans shall consist of Base Rate Loans, LMIR Loans or
Eurodollar Loans (or a combination thereof) as the Borrowers may request, and
the Borrowers may borrow, repay and reborrow in accordance with the terms
hereof. The Administrative Agent shall have the continuing right to deduct
reserves from the Borrowing Base, and to increase and decrease such reserves
from time to time, if and to the extent that in the Administrative Agent's
reasonable discretion, such reserves are necessary, including to protect the
Administrative Agent's and/or Lender's interest in the Collateral or to protect
the Administrative Agent against possible non-payment of Accounts for any reason
by account debtors or possible diminution of the value of any of the Collateral
or possible non-payment of any of the Obligations or for any Taxes or in respect
of any state of facts that could constitute a Default. The Administrative Agent
may, at its option, or shall at the request of the Required Lenders, implement
reserves by designating as ineligible a sufficient amount of the Account or
Inventory that would otherwise be Eligible Accounts or Eligible Inventory, as
the case may be, so as to reduce the Borrowing Base by the amount of the
intended reserves. Notwithstanding the foregoing to the contrary or any other
term or provision herein, LMIR Loans shall be available to be made only when
there is a single Lender under this Credit Agreement.

            (b) Method of Borrowing for Revolving Loans.

                  (i) Base Rate Loans and LMIR Loans. By no later than 11:00
      a.m., on the date of the request, the applicable Borrower shall submit a
      Notice of Borrowing to the Administrative Agent setting forth the amount
      requested, the desire to have such Revolving Loan made as a Base Rate Loan
      or LMIR Loan and complying in all respects with Section 5.2; provided,
      however, that certain Base Rate Loans may be made without a Notice of
      Borrowing in accordance with Section 2.7(a).

                  (ii) Eurodollar Loans. By no later than 11:00 a.m., three (3)
      Business Days prior to the date of the requested Eurodollar Loan, the
      applicable Borrower shall submit a Notice of Borrowing to the
      Administrative Agent setting forth the amount thereof, the desire to have
      such Revolving Loan made as a Eurodollar Loan, the Interest Period
      applicable thereto and complying in all respects with Section 5.2.

      2.2 LETTER OF CREDIT SUBFACILITY.

            (a) Issuance. Subject to the terms and conditions hereof and of the
LOC Documents, if any, and any other terms and conditions which the Issuing
Lender may reasonably require, the Issuing Lender shall from time to time upon
request issue, in U.S. dollars, and the Lenders shall participate in, letters of
credit (the "Letters of Credit") for the account of the Borrowers or any of
their Subsidiaries, from the Effective Date until the Maturity Date, in a form
reasonably acceptable to the Issuing Lender; provided, however, that (i) the
aggregate amount of LOC Obligations shall not at any time exceed $12,000,000,
(ii) the sum of the aggregate amount of LOC Obligations outstanding plus
Revolving Loans plus IRPA Obligations shall not exceed the lesser of the
Borrowing Base and the Revolving Loan Commitment, and (iii) with respect to each
individual Lender, the Lender's pro rata share of outstanding Revolving Loans
plus its pro rata share of outstanding LOC Obligations shall not exceed such
Lender's Revolving Loan Commitment Percentage of the Revolving Loan Commitment.
The issuance and expiry date of each Letter of Credit shall be a Business Day.
Except as otherwise expressly agreed upon by all

                                       27
<PAGE>

the Lenders, no Letter of Credit shall have an original expiry date more than
one year from the date of issuance, or as extended, shall have an expiry date
extending beyond the Maturity Date, except that prior to the Maturity Date a
Letter of Credit may be issued or extended with an expiry date extending beyond
the Maturity Date, if and to the extent that the Borrowers shall provide cash
collateral to the Issuing Lender on the Maturity Date in an amount equal to the
maximum amount available to be drawn under such Letter of Credit and the
Required Lenders or the Issuing Lender shall not otherwise object. Each Letter
of Credit shall be either (x) a standby letter of credit issued to support the
obligations (including pension or insurance obligations), contingent or
otherwise, of a Borrower or any of its Subsidiaries, or (y) a commercial letter
of credit in respect of the purchase of goods or services by a Borrower or any
of its Subsidiaries in the ordinary course of business. Each Letter of Credit
shall comply with the related LOC Documents.

            (b) Notice and Reports. The request for the issuance of a Letter of
Credit shall be submitted to the Issuing Lender at least three (3) Business Days
prior to the requested date of issuance. The Issuing Lender will, at least
quarterly and more frequently upon request, provide to the Administrative Agent
for dissemination to the Lenders a detailed report specifying the Letters of
Credit which are then issued and outstanding and any activity with respect
thereto which may have occurred since the date of the prior report, and
including therein, among other things, the account party, the beneficiary, the
face amount, and the expiry date as well as any payments or expirations which
may have occurred. The Issuing Lender will further provide to the Administrative
Agent, promptly upon request, copies of the Letters of Credit.

            (c) Participations. Each Lender, upon issuance of a Letter of
Credit, shall be deemed to have purchased without recourse a risk participation
from the Issuing Lender in such Letter of Credit and the obligations arising
thereunder and any collateral relating thereto, in each case in an amount equal
to its Revolving Loan Commitment Percentage of the obligations under such Letter
of Credit, and shall absolutely, unconditionally and irrevocably assume, as
primary obligor and not as surety, and be obligated to pay to the Issuing Lender
therefor and discharge when due, its Revolving Loan Commitment Percentage of the
obligations arising under such Letter of Credit. Without limiting the scope and
nature of each Lender's participation in any Letter of Credit, to the extent
that the Issuing Lender has not been reimbursed as required hereunder or under
any such Letter of Credit, each such Lender shall pay to the Issuing Lender its
Revolving Loan Commitment Percentage of such unreimbursed drawing in same day
funds on the day of notification by the Issuing Lender of an unreimbursed
drawing pursuant to the provisions of subsection (d) hereof. The obligation of
each Lender to so reimburse the Issuing Lender shall be absolute and
unconditional and shall not be affected by the occurrence of a Default, an Event
of Default or any other occurrence or event. Any such reimbursement shall not
relieve or otherwise impair the obligation of the Borrowers or any other Credit
Party to reimburse the Issuing Lender under any Letter of Credit, together with
interest as hereinafter provided.

            (d) Reimbursement. In the event of any drawing under any Letter of
Credit, the Issuing Lender will promptly notify the Borrowers. Unless the
Borrowers shall immediately notify the Issuing Lender of its intent to otherwise
reimburse the Issuing Lender, the Borrowers shall be deemed to have requested a
Revolving Loan made as a Base Rate Loan, in the amount of the drawing as
provided in subsection (e) hereof, the proceeds of which will be used to satisfy

                                       28
<PAGE>

the reimbursement obligations. The Borrowers shall reimburse the Issuing Lender
on the day of drawing under any Letter of Credit either with the proceeds of a
Revolving Loan obtained hereunder or otherwise in same day funds as provided
herein or in the LOC Documents. If the Borrowers shall fail to reimburse the
Issuing Lender as provided hereinabove, the unreimbursed amount of such drawing
shall bear interest at a per annum rate equal to the Base Rate, plus the sum of
the Applicable Percentage for Base Rate Loans and two percent (2%). Subject to
Section 2.2(k)(v), the Borrowers' reimbursement obligations hereunder shall be
absolute and unconditional under all circumstances irrespective of (but without
waiver of) any rights of set-off, counterclaim or defense to payment that the
applicable account party or the Borrowers may claim or have against the Issuing
Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of
Credit drawn upon or any other Person, including without limitation, any defense
based on any failure of the applicable account party, the Borrowers or any other
Credit Party to receive consideration or the legality, validity, regularity or
unenforceability of the Letter of Credit. The Issuing Lender will promptly
notify the Lenders of the amount of any unreimbursed drawing and each Lender
shall promptly pay to the Administrative Agent for the account of the Issuing
Lender, in Dollars and in immediately available funds, the amount of such
Lender's Revolving Loan Commitment Percentage of such unreimbursed drawing. Such
payment shall be made on the day such notice is received by such Lender from the
Issuing Lender if such notice is received at or before 2:00 p.m., otherwise such
payment shall be made at or before 12:00 Noon on the Business Day next
succeeding the day such notice is received. If such Lender does not pay such
amount to the Issuing Lender in full upon such request, such Lender shall, on
demand, pay to the Administrative Agent for the account of the Issuing Lender
interest on the unpaid amount during the period from the date the Lender
received the notice regarding the unreimbursed drawing until such Lender pays
such amount to the Issuing Lender in full at a rate per annum equal to, if paid
within two (2) Business Days of the date of drawing, the Federal Funds Rate and
thereafter at a rate equal to the Base Rate. Each Lender's obligation to make
such payment to the Issuing Lender, and the right of the Issuing Lender to
receive the same, shall be absolute and unconditional, shall not be affected by
any circumstance whatsoever and without regard to the termination of this
Agreement or the Commitments hereunder, the existence of a Default or Event of
Default or the acceleration of the obligations hereunder and shall be made
without any offset, abatement, withholding or reduction whatsoever.
Simultaneously with the making of each such payment by a Lender to the Issuing
Lender, such Lender shall, automatically and without any further action on the
part of the Issuing Lender or such Lender, acquire a participation in an amount
equal to such payment (excluding the portion of such payment constituting
interest owing to the Issuing Lender) in the related unreimbursed drawing
portion of the LOC Obligation and in the interest thereon and in the related LOC
Documents, and shall have a claim against the Borrowers and the other applicable
Credit Parties with respect thereto.

            (e) Repayment with Revolving Loans. On any day on which the
Borrowers shall have requested, or been deemed to have requested, a Revolving
Loan borrowing to reimburse a drawing under a Letter of Credit, the
Administrative Agent shall give notice to the Lenders that a Revolving Loan has
been requested or deemed requested in connection with a drawing under a Letter
of Credit, in which case a Revolving Loan borrowing comprised solely of Base
Rate Loans (each such borrowing, a "Mandatory Borrowing") shall be immediately
made from all Lenders (without giving effect to any termination of the
Commitments pursuant to Section 9.2) pro rata based on each Lender's respective
Revolving Loan Commitment

                                       29
<PAGE>

Percentage and the proceeds thereof shall be paid directly to the Issuing Lender
for application to the respective LOC Obligations. Each such Lender hereby
irrevocably agrees to make such Revolving Loans immediately upon any such
request or deemed request on account of each such Mandatory Borrowing in the
amount and in the manner specified in the preceding sentence and on the same
such date notwithstanding (i) the amount of Mandatory Borrowing may not comply
with the minimum amount for borrowings of Revolving Loans otherwise required
hereunder, (ii) whether any conditions specified in Section 5.2 are then
satisfied, (iii) whether a Default or Event of Default then exists, (iv) the
failure of any such request or deemed request for Revolving Loans to be made by
the time otherwise required hereunder, (v) the date of such Mandatory Borrowing,
or (vi) any reduction in the Revolving Loan Commitment or any termination of the
Commitments. In the event that any Mandatory Borrowing cannot for any reason be
made on the date otherwise required above (including, without limitation, as a
result of the commencement of a proceeding under the U.S. Bankruptcy Code with
respect to the Borrowers or any other Credit Party), then each such Lender
hereby agrees that it shall forthwith fund (as of the date the Mandatory
Borrowing would otherwise have occurred, but adjusted for any payments received
from the Borrowers on or after such date and prior to such purchase) its
Participation Interest in the outstanding LOC Obligations; provided, further,
that in the event any Lender shall fail to fund its Participation Interest on
the day the Mandatory Borrowing would otherwise have occurred, then the amount
of such Lender's unfunded Participation Interest therein shall bear interest
payable to the Issuing Lender upon demand, at the rate equal to, if paid within
two (2) Business Days of such date, the Federal Funds Rate, and thereafter at a
rate equal to the Base Rate.

            (f) Designation of Subsidiaries as Account Parties. Notwithstanding
anything to the contrary set forth in this Agreement, a Letter of Credit issued
hereunder may contain a statement to the effect that such Letter of Credit is
issued for the account of a Subsidiary of a Borrower; provided that
notwithstanding such statement, such Borrower shall be the actual account party
for all purposes of this Agreement for such Letter of Credit and such statement
shall not affect the Borrowers' reimbursement obligations hereunder with respect
to such Letter of Credit.

            (g) Modification and Extension. The issuance of any supplement,
modification, amendment, renewal, or extensions to any Letter of Credit shall,
for purposes hereof, be treated in all respects the same as the issuance of a
new Letter of Credit hereunder.

            (h) Uniform Customs and Practices. The Letters of Credit shall be
subject to The Uniform Customs and Practice for Documentary Credits, as
published as of the date of issue by the International Chamber of Commerce
(Publication No. 500 or the most recent publication, the "UCP").

            (i) Responsibility of Issuing Lender. It is expressly understood and
agreed that the obligations of the Issuing Lender hereunder to the Lenders are
only those expressly set forth in this Agreement and that the Issuing Lender
shall be entitled to assume that the conditions precedent set forth in Section
5.2 have been satisfied unless it shall have acquired actual knowledge that any
such condition precedent has not been satisfied; provided, however, that nothing
set forth in this Section 2.2 shall be deemed to prejudice the right of any
Lender to recover from the Issuing Lender any amounts made available by such
Lender to the Issuing

                                       30
<PAGE>

Lender pursuant to this Section 2.2 in the event that it is determined by a
court of competent jurisdiction that the payment with respect to a Letter of
Credit constituted gross negligence or willful misconduct on the part of the
Issuing Lender.

            (j) Conflict with LOC Documents. In the event of any conflict
between this Agreement and any LOC Document, this Agreement shall govern.

            (k) Indemnification of Issuing Lender.

                  (i) In addition to its other obligations under this Agreement,
      the Borrowers hereby agree to protect, indemnify, pay and save the Issuing
      Lender harmless from and against any and all claims, demands, liabilities,
      damages, losses, costs, charges and expenses (including reasonable
      attorneys' fees) that the Issuing Lender may incur or be subject to as a
      consequence, direct or indirect, of (A) the issuance of any Letter of
      Credit or (B) the failure of the Issuing Lender to honor a drawing under a
      Letter of Credit as a result of any act or omission, whether rightful or
      wrongful, of any present or future de jure or de facto government or
      governmental authority (all such acts or omissions, herein called
      "Government Acts").

                  (ii) As between the Borrowers and the Issuing Lender, the
      Borrowers shall assume all risks of the acts, omissions or misuse of any
      Letter of Credit by the beneficiary thereof. The Issuing Lender shall not
      be responsible for: (A) the form, validity, sufficiency, accuracy,
      genuineness or legal effect of any document submitted by any party in
      connection with the application for and issuance of any Letter of Credit,
      even if it should in fact prove to be in any or all respects invalid,
      insufficient, inaccurate, fraudulent or forged; (B) the validity or
      sufficiency of any instrument transferring or assigning or purporting to
      transfer or assign any Letter of Credit or the rights or benefits
      thereunder or proceeds thereof, in whole or in part, that may prove to be
      invalid or ineffective for any reason; (C) failure of the beneficiary of a
      Letter of Credit to comply fully with conditions required in order to draw
      upon a Letter of Credit; (D) errors, omissions, interruptions or delays in
      transmission or delivery of any messages, by mail, cable, telegraph, telex
      or otherwise, whether or not they be in cipher; (E) any loss or delay in
      the transmission or otherwise of any document required in order to make a
      drawing under a Letter of Credit or of the proceeds thereof; and (F) any
      consequences arising from causes beyond the control of the Issuing Lender,
      including, without limitation, any Government Acts. None of the above
      shall affect, impair, or prevent the vesting of the Issuing Lender's
      rights or powers hereunder.

                  (iii) In furtherance and extension and not in limitation of
      the specific provisions hereinabove set forth, any action taken or omitted
      by the Issuing Lender, under or in connection with any Letter of Credit or
      the related certificates, if taken or omitted in good faith, shall not put
      the Issuing Lender under any resulting liability to the Borrowers or any
      Credit Party. It is the intention of the parties that this Agreement shall
      be construed and applied to protect and indemnify the Issuing Lender
      against any and all risks involved in the issuance of the Letters of
      Credit, all of which risks are hereby assumed by the Borrowers, including,
      without limitation, any and all risks of the acts or omissions, whether
      rightful or wrongful, of any present or future Government Acts. The

                                       31
<PAGE>

      Issuing Lender shall not, in any way, be liable for any failure by the
      Issuing Lender or anyone else to pay any drawing under any Letter of
      Credit as a result of any Government Acts or any other cause beyond the
      control of the Issuing Lender.

                  (iv) Nothing in this subsection (k) is intended to limit the
      reimbursement obligation of the Borrowers contained in this Section 2.2.
      The obligations of the Borrowers under this subsection (k) shall survive
      the termination of this Agreement. No act or omission of any current or
      prior beneficiary of a Letter of Credit shall in any way affect or impair
      the rights of the Issuing Lender to enforce any right, power or benefit
      under this Agreement.

                  (v) Notwithstanding anything to the contrary contained in this
      subsection (k), the Borrowers shall have no obligation to indemnify the
      Issuing Lender in respect of any liability incurred by the Issuing Lender
      arising out of the gross negligence or willful misconduct of the Issuing
      Lender, as determined by a court of competent jurisdiction. Nothing in
      this Agreement shall relieve the Issuing Lender of any liability to the
      Borrowers in respect of any action taken by the Issuing Lender which
      action constitutes gross negligence or willful misconduct of the Issuing
      Lender or a violation of the UCP or Uniform Commercial Code (as
      applicable), as determined by a court of competent jurisdiction.

      2.3 [INTENTIONALLY OMITTED]

      2.4 [INTENTIONALLY OMITTED]

      2.5 [INTENTIONALLY OMITTED]

      2.6 MINIMUM AMOUNTS OF LOANS

      Revolving Loans made as Base Rate Loans or LMIR Loans shall be in minimum
principal amounts of $500,000 and in $100,000 increments in excess thereof.
Revolving Loans made as Eurodollar Loans shall be in minimum principal amounts
of $1,000,000 and in $100,000 increments in excess thereof. No more than four
(4) Eurodollar Loans shall be outstanding hereunder at any one time. For the
purposes of this Section, (i) Eurodollar Loans with the same Interest Period
shall be considered as one Eurodollar Loan and (ii) Eurodollar Loans with
different Interest Periods shall be considered as separate Eurodollar Loans,
even if they begin on the same date, although borrowings, conversions and
continuations may, in accordance with the provisions hereof, be combined at the
end of existing Interest Periods to constitute a new Eurodollar Loan with a
single Interest Period.

      2.7 FUNDING OF LOANS TO BORROWERS

            (a) Revolving Loans.

                  (i) Upon receipt of a Notice of Borrowing requesting Revolving
      Loans, the Administrative Agent shall promptly inform the Lenders as to
      the terms thereof. Each Lender will make its pro rata share of each
      Revolving Loan available to the Administrative Agent by 1:00 p.m. (EST),
      on the date specified in the Notice of

                                       32
<PAGE>

      Borrowing by deposit (in U.S. dollars) of immediately available funds at
      the offices of the Administrative Agent at the address provided in Section
      14.1, or at such other address as the Administrative Agent may designate
      in writing. All Revolving Loans shall be made by the Lenders pro rata on
      the basis of each Lender's Revolving Loan Commitment Percentage. The
      amount of the Revolving Loans will then be made available to the Borrowers
      by the Administrative Agent by crediting the account of the Borrowers on
      the books of such office of the Administrative Agent to the extent of the
      amount of such Revolving Loans are made available to the Administrative
      Agent.

                  (ii) Because the Borrowers anticipate requesting borrowings of
      Revolving Loans on a daily basis and repaying Revolving Loans on a daily
      basis through the collection of Accounts and the proceeds of other
      Collateral, resulting in the amount of outstanding Revolving Loans
      fluctuating from day to day, in order to administer the Revolving Loans in
      an efficient manner and to minimize the transfer of funds between the
      Administrative Agent and the Lenders, the Lenders hereby instruct the
      Administrative Agent, and the Administrative Agent may (but is not
      obligated to) (A) make available, on behalf of the Lenders, the full
      amount of all Revolving Loans requested by the Borrowers (by telephone,
      followed by written confirmation) not to exceed $5,000,000 in the
      aggregate at any one time outstanding without requiring that the Borrowers
      give the Administrative Agent a written Notice of Borrowing with respect
      to such borrowing and without giving each Lender prior notice of the
      proposed borrowing, of such Lender's Revolving Loan Commitment Percentage
      thereof and the other matters covered by the Notice of Borrowing and (B)
      if the Administrative Agent has made any such amounts available as
      provided in clause (A), upon repayment of Revolving Loans by the
      Borrowers, apply such amounts repaid directly to the amounts made
      available by the Administrative Agent in accordance with clause (A) and
      not yet settled as described below; provided that the Administrative Agent
      shall not advance funds as described in clause (A) above if the
      Administrative Agent has actually received prior to such borrowing (1) an
      officer's certificate from the Company or any Borrower pursuant to and in
      accordance with Section 7.1(d) that a Default or Event of Default is in
      existence, which Default or Event of Default has not been cured or waived
      in accordance with the terms hereof, or (2) a Notice of Borrowing with
      respect to such borrowing from any Borrower wherein the certification
      provided therein states that the conditions to the making of the requested
      Revolving Loans have not been satisfied or (3) a written notice from any
      Lender that the conditions to such borrowing have not been satisfied,
      which officer's certificate, Notice of Borrowing or notice, in each case,
      shall not have been rescinded.

            During any Cash Dominion Period, proceeds of Revolving Loans made
pursuant to this Section 2.7(a)(ii) shall be transferred directly to the
Wachovia Funding Account and applied to the payment of controlled disbursement
checks and other appropriate charges to such account designated from time to
time by the Borrowers or as otherwise provided for herein and in the other
Credit Documents. Wire transfers on any Business Day from the Wachovia Funding
Account must be specifically requested by the Borrowers by telecopy by no later
than 1:00 P.M. (Eastern time) on such Business Day.

                                       33
<PAGE>

            If the Administrative Agent advances Revolving Loans on behalf of
the Lenders, as provided in the immediately preceding paragraphs, the amount of
outstanding Revolving Loans and each Lender's Revolving Loan Commitment
Percentage thereof shall be computed weekly rather than daily and shall be
adjusted upward or downward on the basis of the amount of outstanding Revolving
Loans as of 5:00 P.M. on the Business Day immediately preceding the date of each
computation; provided, however, that the Administrative Agent retains the
absolute right at any time or from time to time to make the aforedescribed
adjustments at intervals more frequent than weekly. The Administrative Agent
shall deliver to each of the Lenders after the end of each week, or such lesser
period or periods as the Administrative Agent shall determine, a summary
statement of the amount of outstanding Revolving Loans for such period (such
week or lesser period or periods being hereafter referred to as a "Settlement
Period"). If the summary statement is sent by the Administrative Agent and
received by the Lenders prior to 12:00 Noon on any Business Day each Lender
shall make the transfers described in the next succeeding sentence no later than
3:00 P.M. on the day such summary statement was sent; and if such summary
statement is sent by the Administrative Agent and received by the Lenders after
12:00 Noon on any Business Day, each Lender shall make such transfers no later
than 3:00 P.M. on the next succeeding Business Day. If in any Settlement Period,
the amount of a Lender's Revolving Loan Commitment Percentage of the Revolving
Loans is in excess of the amount of Revolving Loans actually funded by such
Lender, such Lender shall forthwith (but in no event later than the time set
forth in the next preceding sentence) transfer to the Administrative Agent by
wire transfer in immediately available funds the amount of such excess; and, on
the other hand, if the amount of a Lender's Revolving Loan Commitment Percentage
of the Revolving Loans in any Settlement Period is less than the amount of
Revolving Loans actually funded by such Lender, the Administrative Agent shall
forthwith transfer to such Lender by wire transfer in immediately available
funds the amount of such difference. The obligation of each of the Lenders to
transfer such funds shall be irrevocable and unconditional and without recourse
to or warranty by the Administrative Agent.

            Each of the Administrative Agent and the Lenders agree to mark their
respective books and records at the end of each Settlement Period to show at all
times the dollar amount of their respective Revolving Loan Commitment
Percentages of the outstanding Revolving Loans. Because the Administrative Agent
on behalf of the Lenders may be advancing and/or may be repaid Revolving Loans
prior to the time when the Lenders will actually advance and/or be repaid
Revolving Loans, interest with respect to Revolving Loans shall be allocated by
the Administrative Agent to each Lender (including the Administrative Agent) in
accordance with the amount of Revolving Loans actually advanced by and repaid to
each Lender (including the Administrative Agent) during each Settlement Period
and shall accrue from and including the date such Revolving Loans are advanced
by the Administrative Agent to but excluding the date such Revolving Loans are
repaid by the Borrowers in accordance with Section 4.3 or actually settled by
the applicable Lender as described in this Section 2.7(a)(ii). For purposes
hereof, the Revolving Loans shall be deemed paid as and to the extent set forth
in Section 3.1(b). All such Revolving Loans shall be made as Base Rate Loans.

            (b) [Intentionally Omitted].

            (c) Funding of Revolving Loans.

                                       34
<PAGE>

            No Lender shall be responsible for the failure or delay by any other
Lender in its obligation to make Revolving Loans hereunder; provided, however,
that the failure of any Lender to fulfill its Commitment hereunder shall not
relieve any other Lender of its Commitment hereunder. Unless the Administrative
Agent shall have been notified by any Lender prior to the date of any Revolving
Loan advance pursuant to a Notice of Borrowing that such Lender does not intend
to make available to the Administrative Agent its portion of the Revolving Loan
advance to be made on such date, the Administrative Agent may assume that such
Lender has made such amount available to the Administrative Agent on the date of
such Revolving Loan advance, and the Administrative Agent, in reliance upon such
assumption, may (in its sole discretion without any obligation to do so) make
available to the applicable Borrower a corresponding amount. If such
corresponding amount is not in fact made available to the Administrative Agent,
the Administrative Agent shall be entitled to recover such corresponding amount
from such Lender. If such Lender does not pay such corresponding amount
forthwith upon the Administrative Agent's demand therefor, the Administrative
Agent will promptly notify the applicable Borrower and such Borrower shall
immediately pay such corresponding amount to the Administrative Agent. The
Administrative Agent shall also be entitled to recover from such Lender or such
Borrower, as the case may be, interest on such corresponding amount in respect
of each day from the date such corresponding amount was made available by the
Administrative Agent to such Borrower to the date such corresponding amount is
recovered by the Administrative Agent, at a per annum rate equal to the Federal
Funds Rate.

      2.8 TERM

      The obligation of the Lenders to make Revolving Loans shall expire at the
Administrative Agent's close of business in Charlotte, North Carolina on the
Maturity Date, or such earlier date if the Commitments are terminated pursuant
to Section 11.2. On the Maturity Date, the entire outstanding principal balance
of all amounts outstanding under the Revolving Loan Commitment, together with
accrued but unpaid interest and all other sums owing under this Agreement, shall
be due and payable in full, unless accelerated sooner pursuant to Section 11.2.
With respect to all Letters of Credit outstanding on the Maturity Date (or such
earlier date if the Commitments are terminated pursuant to Section 11.2), if
any, the Credit Parties will immediately pay to the Administrative Agent
sufficient cash, to be held by the Administrative Agent, for the benefit of the
Lenders, in a cash collateral account as security for the LOC Obligations in
respect of subsequent drawings under all then outstanding Letters of Credit in
an aggregate amount equal to 105% of the maximum aggregate amount which may be
drawn under all Letters of Credits then outstanding. Accrued interest on the
cash collateral account shall be for the account of the Borrowers, subject to
the prior payment in full in cash of all of the Obligations.

      2.9 REVOLVING NOTES

      The Revolving Loans made by each Lender shall be evidenced by a duly
executed promissory note of the applicable Borrower, dated as of the Closing
Date, in an original principal amount equal to such Lender's Revolving Loan
Commitment, and substantially in the form of Exhibit D.

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<PAGE>

      2.10 REDUCTION OF REVOLVING LOAN COMMITMENT

      Upon at least three (3) Business Days' notice, the Borrowers may from time
to time permanently reduce the Revolving Loan Commitment to an amount no less
than $25,000,000; provided that, (a) such reduction must be in a minimum amount
of $3,000,000 and in integral multiples of $1,000,000 above such amount and (b)
no reduction shall be made which would reduce the Revolving Loan Commitment to
an amount less than the sum of Revolving Loans then outstanding plus LOC
Obligations then outstanding.

                                  ARTICLE III

                           CASH DOMINION ARRANGEMENTS

      3.1 LOCKBOX ARRANGEMENTS

            (a) The Borrowers shall have each established and shall maintain one
or more lockboxes (each a "Lockbox") with financial institutions selected by
them and reasonably acceptable to the Administrative Agent (each a "Lockbox
Bank") and shall instruct all account debtors on the Accounts of each Credit
Party to remit all payments to its respective Lockboxes. All amounts received by
the Credit Parties from any account debtor, in addition to all other cash
proceeds from the Collateral, shall be promptly deposited into the applicable
Lockbox Account (as defined below).

            (b) Each Credit Party, the Administrative Agent and each Lockbox
Bank shall enter into three party agreements in the form of Exhibit F-1 hereto
(each a "Lockbox Agreement"), providing, among other things, for the following
(except as may otherwise be consented to by the Administrative Agent):

                  (i) The Credit Parties will open and establish for the benefit
      of the Administrative Agent on behalf of the Lenders an account at each
      Lockbox Bank (each a "Lockbox Account").

                  (ii) All receipts of Accounts of the Securitization Companies
      held in the Lockboxes shall be remitted daily to the Concentration
      Account. All receipts of all other Accounts held in the Lockboxes shall be
      remitted daily to the WLV Joining Technologies Account. During any Cash
      Dominion Period and upon notice by the Administrative Agent to the Lockbox
      Bank, so directing (without further consent by any Borrower) ("Notice of
      Cash Dominion"), (x) all funds deposited into the Concentration Account on
      any Business Day shall be transferred as follows: (A) so long as the
      Permitted Securitization is in effect, to the Securitization Account, with
      funds transferred to be applied in accordance with the Intercreditor
      Agreement (funds payable to the Agent for the benefit of the Lenders
      pursuant to the terms hereof and the Intercreditor Agreement, will be
      further transferred to the Wachovia Cash Collateral Account) and (B) after
      the termination of the Permitted Securitization, to the Wachovia Cash
      Collateral Account and (y) all funds deposited into the WLV Joining
      Technologies Account on any Business Day shall be transferred to the
      Wachovia Cash Collateral Account. All funds deposited prior to 2:00 p.m.
      (EST) on any Business Day to the Wachovia Cash Collateral

                                       36
<PAGE>

      Account shall be applied by the Administrative Agent on the same Business
      Day to reduce the then outstanding balance of the Revolving Loans and to
      pay accrued interest thereon and to pay any other outstanding Obligations
      of the Borrowers which are then due and payable hereunder. All amounts
      received directly by the Credit Parties from any account debtor, in
      addition to all other cash proceeds from the Collateral, shall be held in
      trust by the Credit Parties and promptly deposited into the applicable
      Lockbox Account during the aforesaid Cash Dominion Period or, if made by
      wire transfer, directly to the Concentration Account or the WLV Joining
      Technologies Account, as applicable.

                  (iii) All funds deposited into the Wachovia Cash Collateral
      Account and all funds in all Lockbox Accounts during any Cash Dominion
      Period, shall, subject to the provisions of the Intercreditor Agreement,
      immediately fall under the sole dominion and control of the Administrative
      Agent, and the Credit Parties shall obtain the agreement by the Lockbox
      Banks to waive any offset rights against the funds so deposited. The
      Administrative Agent assumes no responsibility for the Lockbox
      arrangements, including without limitation, any claim of accord and
      satisfaction or release with respect to deposits accepted by the Lockbox
      Banks thereunder.

                  (iv) Prior to a Cash Dominion Period, the Credit Parties may
      close Lockboxes and/or open new Lockboxes with the prior written consent
      of the Administrative Agent and subject to prior execution and delivery to
      the Administrative Agent of Lockbox Agreements consistent with the
      provisions of this Section 3.1(b) and in form and substance satisfactory
      to the Administrative Agent. The Company shall have the right to close
      account number 016-4056 (Tube Forming Operating Account) and account
      number 093-5252 (STP Operating Account).

                  (v) Notwithstanding the foregoing to the contrary, with
      respect to Lockboxes and related Lockbox Accounts in existence prior to
      the Closing Date, the Borrowers may, in lieu of entering into a Lockbox
      Agreement, deliver a Blocked Account Agreement, countersigned by the
      applicable Lockbox Bank.

            (c) The Borrowers hereby authorize each Lender to charge from time
to time against any or all of the Credit Parties' accounts with such Lender any
of the Obligations which are then due and payable by such Borrowers. Each Lender
receiving any payment as a result of charging any such account shall promptly
notify the Administrative Agent thereof and make such arrangements as the
Administrative Agent shall request to share the benefit thereof in accordance
with Section 4.8.

      3.2 [INTENTIONALLY OMITTED]

      3.3 MAINTENANCE OF ACCOUNT

      The Agent shall maintain an account on its books in the name of the
Borrowers in which such Borrowers will be charged with all loans and advances
made by the applicable Lenders to such Borrowers or for such Borrowers' account,
including the Revolving Loans, the LOC Obligations, and any other Obligations,
including any and all costs, expenses and attorney's fees which the Agent may
incur, including, without limitation, in connection with the exercise by or

                                       37
<PAGE>

for the Lenders of any of the rights or powers herein conferred upon the Agent
(other than in connection with any assignments or participations by any Lender)
or in the prosecution or defense of any action or proceeding by or against any
Borrower, any other Credit Party or the Lenders concerning any matter arising
out of, connected with, or relating to this Credit Agreement or the Accounts, or
any Obligations owing to the Lenders by any Borrower. The Borrowers will be
credited in accordance with Section 3.1 or 3.2 above, as applicable, with all
amounts received by the Lenders from the Borrowers or from others for the
Borrowers' account, including, as above set forth, all amounts received by the
Agent in payment of Accounts. In no event shall prior recourse to any Accounts
or other Collateral be a prerequisite to the Agent's right to demand payment of
any Obligation upon its maturity. Further, it is understood that the Agent shall
have no obligation whatsoever to perform in any respect any of the Credit
Parties' contracts or obligations relating to the Accounts.

      3.4 STATEMENT OF ACCOUNT

      After the end of each month the Agent shall send the applicable Borrowers
(directed to the Borrowers' Huntsville, Alabama office) a statement showing the
accounting for the charges, loans, advances and other transactions occurring
between the Lenders and the applicable Borrowers during that month. The monthly
statements, absent manifest error, shall be deemed correct and binding upon the
applicable Borrowers and shall constitute an account stated between the
applicable Borrowers and the Lenders unless the Agent receives a written
statement of the applicable Borrowers' exceptions within thirty (30) days after
same is mailed to the applicable Borrowers.

                                   ARTICLE IV

           ADDITIONAL PROVISIONS REGARDING LOANS AND LETTERS OF CREDIT

      4.1 CONTINUATIONS AND CONVERSIONS

            (a) Borrowers. The Borrowers shall have the option, on any Business
Day, to continue an existing Eurodollar Loan into a subsequent Interest Period,
to convert a Base Rate Loan or LMIR Loan into a Eurodollar Loan or to convert a
Eurodollar Loan into a Base Rate Loan or LMIR Loan; provided, however, that (i)
each such continuation must be requested by the Borrowers pursuant to a written
Notice of Continuation/Conversion, in the form of Exhibit C, in compliance with
the terms set forth below and (ii) except as provided in Section 4.11,
Eurodollar Loans may be converted into Base Rate Loans or LMIR Loans only on the
last day of an Interest Period applicable thereto; (iii) Eurodollar Loans may be
continued and Base Rate Loans and LMIR Loans may be converted into Eurodollar
Loans only if no Default or Event of Default is in existence on the date of
continuation or conversion; and (iv) failure by the Borrowers to properly
continue a Eurodollar Loan at the end of an Interest Period shall be deemed a
conversion to a Base Rate Loan. Each continuation or conversion must be
requested by the Borrowers, directed to the Administrative Agent at the address
set forth on Schedule 1.1A hereto, no later than 11:00 a.m., (A) on the date of
a requested conversion of a Eurodollar Loan to a Base Rate Loan or LMIR Loan or
(B) three (3) Business Days prior to the date of a requested continuation of a
Eurodollar Loan or conversion of a Base Rate Loan or LMIR Loan to a Eurodollar
Loan, in each case pursuant to a written Notice of Continuation/Conversion

                                       38
<PAGE>

submitted to the Administrative Agent which shall set forth (x) whether the
applicable Borrower wishes to continue or convert such Loans and (y) if the
request is to continue a Eurodollar Loan or convert a Base Rate Loan or LMIR
Loan to a Eurodollar Loan, the Interest Period applicable thereto. The
Administrative Agent shall give each Lender notice as promptly as practicable of
any such proposed extension or conversion pursuant to this section.

            (b) [Intentionally Omitted].

      4.2 INTEREST

            (a) Interest Rate. All Base Rate Loans shall accrue interest at the
Base Rate, plus the Applicable Percentage. All LMIR Loans shall accrue interest
at the LMIR, plus the Applicable Percentage. All Eurodollar Loans shall accrue
interest at the Adjusted Eurodollar Rate for the applicable Interest Period.

            (b) Default Rate of Interest. Upon the occurrence, and during the
continuance, of an Event of Default, the principal of and, to the extent
permitted by law, interest on the Loans and any other amounts owing (but not
timely paid) hereunder or under the other Credit Documents (including without
limitation fees and expenses) may, at the election of the Administrative Agent,
and shall at the direction of the Required Lenders, bear interest, payable on
demand, at a per annum rate equal to the Base Rate, plus the sum of the
Applicable Percentage for Base Rate Loans and two percent (2%) per annum.

            (c) Interest Payments. Interest on Loans shall be due and payable in
arrears on each Interest Payment Date. If an Interest Payment Date falls on a
date which is not a Business Day, such Interest Payment Date shall be deemed to
be the next succeeding Business Day, except that in the case of Eurodollar Loans
where the next succeeding Business Day falls in the next succeeding calendar
month, then on the next preceding day.

            (d) Computation of Interest. All computations of interest hereunder
on the Loans shall be made on the basis of the actual number of days elapsed
over a year of 360 days.

      4.3 PLACE AND MANNER OF PAYMENTS

      All payments of principal, interest, fees, expenses and other amounts to
be made by the Borrowers under this Agreement (including, but not limited to,
the Revolving Loans) shall be received not later than 2:00 p.m. (EST), on the
date when due in U.S. Dollars and in immediately available funds or by direct
charge against the Revolving Loan Commitment, if available, pursuant to Section
3.1(b) hereof, in each case, without setoff, deduction, counterclaim or
withholding of any kind, by the Administrative Agent at its offices located at
the address set forth on Schedule 1.1A hereto. A Borrower shall, at the time it
makes any payment under this Agreement, specify to the Administrative Agent, the
Loans, Letters of Credit, fees or other amounts payable by the Borrowers
hereunder to which such payment is to be applied (and in the event that it fails
to specify, or if such application would be inconsistent with the terms hereof,
the Administrative Agent shall distribute such payment to the Lenders in the
manner described in Section 4.6). The Administrative Agent will distribute such
payments to the applicable Lenders on the date of receipt if any such payment is
received prior to 2:00 p.m. (EST time); otherwise the Administrative Agent will
distribute such payment to the applicable Lenders on the next succeeding
Business Day. The Borrowers'

                                       39
<PAGE>

obligations to the Lenders with respect to such payments shall be discharged by
making such payments to the applicable agent pursuant to this Section 4.3 or if
not timely paid or an Event of Default then exists, may be added to the
principal amount of the Revolving Loans outstanding. Whenever any payment
hereunder shall be stated to be due on a day which is not a Business Day, the
due date thereof shall be extended to the next succeeding Business Day (subject
to accrual of interest and fees for the period of such extension), except that
in the case of Eurodollar Loans, if the extension would cause the payment to be
made in the next following calendar month, then such payment shall instead be
made on the next preceding Business Day.

      4.4 PREPAYMENTS

            (a) Voluntary Prepayments. The Borrowers shall have the right to
prepay Revolving Loans in whole or in part from time to time without premium or
penalty; provided, however, that (i) Eurodollar Loans may only be prepaid on
three (3) Business Day's prior written notice to the Administrative Agent, and
any prepayment of Eurodollar Loans will be subject to Section 4.14 and (ii) each
such partial prepayment of Eurodollar Loans shall be in the minimum principal
amount of $1,000,000. Amounts prepaid under this Section 4.4(a) shall be applied
as the Borrowers may elect; provided, that if the Borrowers shall fail to
specify a voluntary prepayment as to the Revolving Loans then such prepayment
shall be applied first to Base Rate Loans, second to LMIR Loans and then to
Eurodollar Loans in direct order of Interest Period maturities.

            (b) Mandatory Prepayments.

                  (i) Revolving Loan Overadvance. If, at any time (A) the
      Revolving Loans outstanding plus the LOC Obligations outstanding plus IRPA
      Obligations exceed the lesser of the Borrowing Base and the Revolving Loan
      Commitment; or (B) all Indebtedness for borrowed money of the Company or
      any Subsidiary of the Company hereunder in an aggregate principal amount
      which, together with the aggregate amount of Attributable Indebtedness
      deemed to be outstanding in respect of all Sale/Leaseback Transactions
      entered into pursuant to clause (a) Section 4.4 of the 2008 Senior Note
      Indenture (exclusive of any such Sale/Leaseback Transaction otherwise
      permitted under clauses (a) through (h) of such Indenture), shall exceed
      10% of Consolidated Net Tangible Assets (with each of the defined terms
      used in this subsection (B) having the meaning assigned to such terms in
      the 2008 Senior Note Indenture), then the Borrowers (or the applicable
      Borrower) shall immediately make a payment hereunder in an amount equal to
      such excess. Payments made under (A) and (B) shall be applied first pro
      rata to Base Rate Loans, second to LMIR Loans and then to Eurodollar Loans
      in direct order of Interest Period maturities.

                  (ii) Asset Sales. Immediately upon the receipt by any Credit
      Party of proceeds from any (A) Asset Disposition, the Borrowers shall
      prepay the Loans in an amount equal to 100% of the Net Proceeds of such
      Asset Disposition (such prepayment to be applied as set forth in Section
      4.4(c) below) or (B) any sale, transfer or other disposition of assets or
      properties permitted by Section 9.5(f), the Borrowers shall use all net
      proceeds (but not amounts other than net proceeds) to prepay the Loans in
      an amount necessary to cause Excess Availability immediately following
      such prepayment to be at a

                                       40
<PAGE>

      minimum $10,000,000 (such prepayment to be applied as set forth in Section
      4.4(c)) and any remaining net proceeds may be used as permitted herein.

                  (iii) Casualty Loss. To the extent of cash proceeds received
      in connection with a Casualty Loss by any Credit Party with respect to the
      Collateral, the Borrowers shall prepay the Loans in an amount equal to one
      hundred percent (100%) of such cash proceeds if the Administrative Agent
      shall have elected to apply the proceeds realized from such Casualty Loss
      to the prepayment of the Loans (such prepayment to be applied as set forth
      in Section 4.4(c) below).

            (c) Application of Certain Prepayments. All amounts required to
prepay Loans pursuant to Section 4.4(b)(ii) or (iii) above shall be applied to
the Revolving Loans (first to Base Rate Loans, second to LMIR Loans and then to
Eurodollar Loans in direct order of maturities). All prepayments shall be
subject to Section 4.14.

      4.5 FEES

            (a) Unused Fees. In consideration of the Revolving Loan Commitment
being made available by the Lenders hereunder, the Borrowers agree to pay to the
Administrative Agent, for the account of the Lenders, a per annum fee equal to
the Applicable Percentage for the Unused Fees (calculated on the basis of the
actual number of days elapsed in a 360 day year) on the Unutilized Revolving
Commitment (the "Unused Fees"). The accrued Unused Fees shall be due and payable
quarterly in arrears on the last day of each calendar quarter (as well as on the
Maturity Date and on any date that a Revolving Loan Commitment is reduced) for
the calendar quarter then ending (or portion thereof), beginning with the first
of such dates to occur after the Closing Date.

            (b) Letter of Credit Fees.

                  (i) Letter of Credit Fee. In consideration of the issuance of
      Letters of Credit hereunder, the Borrowers agree to pay to the applicable
      Issuing Lender in respect of outstanding Letters of Credit for the pro
      rata benefit of the Lenders (based on each Lender's Revolving Loan
      Commitment Percentage of the Revolving Loan Commitment (calculated on the
      basis of the actual number of days elapsed in a 360 day year)), an annual
      fee (the "Letter of Credit Fee") equal to the Applicable Percentage for
      the Letter of Credit Fee on the average daily maximum amount available to
      be drawn under each such Letter of Credit from the date of issuance to the
      date of expiration. The Letter of Credit Fee will be payable quarterly in
      arrears on the last day of each calendar quarter and on the Maturity Date.

                  (ii) Issuing Lender Fee. In addition to the Letter of Credit
      Fees payable pursuant to subsection (i) above, each of the Borrowers shall
      pay to the applicable Issuing Lender for its own account, without sharing
      by the other Lenders, a fee equal to one-eighth of one percent (0.125%)
      per annum on the total sum of all Letters of Credit issued by the Issuing
      Lender, such fee to be paid quarterly in arrears on the last day of each
      calendar quarter (as well as on the Maturity Date) (the "Issuing Lender
      Fee").

                                       41
<PAGE>

                  (c) Administrative Fees. The Borrowers agree to pay to the
      Administrative Agent, for its own account, an annual fee as agreed to
      between the Borrowers and the Administrative Agent in the Administrative
      Agent Fee Letter.

                  (d) Authorization to Charge Account. The Borrowers hereby
      authorize the Administrative Agent to charge the Borrowers' Revolving Loan
      accounts with the amount of all payments and fees and expenses due
      hereunder to the Lenders, the Administrative Agent, and the Issuing Lender
      as and when such payments become due. The Borrowers confirm that any
      charges which the Agent may so make to the Borrowers' Revolving Loan
      accounts as herein provided will be made as an accommodation to the
      Borrowers and solely at the Agent's discretion.

      4.6 PRO RATA TREATMENT

      Except to the extent otherwise provided herein:

            (a) Loans. Each Revolving Loan borrowing (including, without
limitation, each Mandatory Borrowing), each payment or prepayment of principal
of any Loan, each payment of fees (other than the Issuing Lender Fee retained by
each of the Issuing Lenders for its own account and the administrative fees
retained by the Administrative Agent for its own account), each reduction of the
Revolving Loan Commitment, and each conversion or continuation of any Loan,
shall be allocated pro rata among the relevant Lenders in accordance with the
respective Revolving Loan Commitment Percentages of such Lenders; it being
understood that payments under the Revolving Loans shall be allocated pro rata
among the Lenders (or, if the Commitments of such Lenders have expired or been
terminated, in accordance with the respective principal amounts of the
outstanding Loans and Participation Interests of such Lenders); provided that,
if any Lender shall have failed to pay its applicable pro rata share of any
Revolving Loan, then any amount to which such Lender would otherwise be entitled
pursuant to this subsection (a) shall instead be payable to the Administrative
Agent; provided further, that in the event any amount paid to any Lender
pursuant to this subsection (a) is rescinded or must otherwise be returned by
the Administrative Agent, each Lender shall, upon the request of the
Administrative Agent, repay to the Administrative Agent the amount so paid to
such Lender, with interest for the period commencing on the date such payment is
returned by the Administrative Agent until the date the Administrative Agent
receives such repayment at a rate per annum equal to, during the period to but
excluding the date two (2) Business Days after such request, the Federal Funds
Rate, and thereafter, the Base Rate plus two percent (2%) per annum; and

            (b) Letters of Credit. Each payment of unreimbursed drawings in
respect of LOC Obligations shall be allocated to each Lender pro rata in
accordance with its Lender Revolving Loan Commitment Percentage; provided that,
if any Lender shall have failed to pay its applicable pro rata share of any
drawing under any Letter of Credit, then any amount to which such Lender would
otherwise be entitled pursuant to this subsection (b) shall instead be payable
to the Issuing Lender; provided further, that in the event any amount paid to
any Lender pursuant to this subsection (b) is rescinded or must otherwise be
returned by the Issuing Lender, each Lender shall, upon the request of the
Issuing Lender, repay to the Administrative Agent for the account of the Issuing
Lender the amount so paid to such Lender, with interest for the period

                                       42
<PAGE>

commencing on the date such payment is returned by the Issuing Lender until the
date the Issuing Lender receives such repayment at a rate per annum equal to,
during the period to but excluding the date two (2) Business Days after such
request, the Federal Funds Rate, and thereafter, the Base Rate, plus two percent
(2%) per annum.

      4.7 ALLOCATION OF PAYMENTS AFTER EVENT OF DEFAULT

      Notwithstanding any other provisions of this Agreement, after the
occurrence and during the continuance of an Event of Default, all amounts
collected or received by the Agent or any Lender on account of amounts
outstanding under any of the Credit Documents or in respect of the Collateral
shall be paid over or delivered as follows:

            FIRST, to the payment of all reasonable out-of-pocket costs and
expenses (including without limitation reasonable attorneys' fees) of the Agent
in connection with enforcing the rights of the Lenders under the Credit
Documents and any protective advances made by the Agent with respect to the
Collateral under or pursuant to the terms of the Security Documents;

            SECOND, to payment of any fees owed to the Agent or an Issuing
Lender hereunder or under any other Credit Document;

            THIRD, to the payment of all reasonable out-of-pocket costs and
expenses, (including, without limitation, reasonable attorneys' fees) of each of
the Lenders in connection with enforcing its rights under the Credit Documents;

            FOURTH, to the payment of all accrued fees and interest payable to
the Lenders hereunder;

            FIFTH, to the payment of the outstanding principal amount of the
Loans, to the payment or cash collateralization of the outstanding LOC
Obligations (in an amount equal to 105% of the aggregate amount thereof), and
all obligations of the Credit Parties in respect of Interest Rate Protection
Agreements, pro rata, as set forth below;

            SIXTH, to all other Obligations which shall have become due and
payable under the Credit Documents and not repaid pursuant to clauses "FIRST"
through "FIFTH" above;

            SEVENTH, to all other Obligations which shall have become due and
payable and not repaid pursuant to clauses "FIRST" through "SIXTH" above; and

            EIGHTH, to the payment of the surplus, if any, to whoever may be
lawfully entitled to receive such surplus.

In carrying out the foregoing, (a) amounts received shall be applied in the
numerical order provided until exhausted prior to application to the next
succeeding category; (b) each of the Lenders shall receive an amount equal to
its pro rata share (based on the proportion that its then outstanding Revolving
Loans, LOC Obligations and, in the case of clause "FIFTH," obligations

                                       43
<PAGE>

outstanding under the Interest Rate Protection Agreements, bears to the
aggregate then outstanding Revolving Loans, LOC Obligations, and, in the case of
clause "FIFTH," obligations outstanding under Interest Rate Protection
Agreements) of amounts available to be applied pursuant to clauses "THIRD",
"FOURTH," "FIFTH," and "SIXTH" above; and (c) to the extent that any amounts
available for distribution pursuant to clause "FIFTH" above are attributable to
the issued but undrawn amount of outstanding Letters of Credit, such amounts
shall be held by the Administrative Agent in a cash collateral account and
applied (x) first, to reimburse the Issuing Lender from time to time for any
drawings under such Letters of Credit and (y) then, following the expiration of
all Letters of Credit, to all other obligations of the types described in
clauses "FIFTH", "SIXTH" and "SEVENTH" above in the manner provided in this
Section 4.7 and in the Security Documents.

      4.8 SHARING OF PAYMENTS

      The Lenders agree among themselves that, except to the extent otherwise
provided herein, in the event that any Lender shall obtain payment in respect of
any Loan, unreimbursed drawing with respect to any LOC Obligations or any other
obligation owing to such Lender under this Agreement through the exercise of a
right of setoff, banker's lien or counterclaim, or pursuant to a secured claim
under Section 506 of the U.S. Bankruptcy Code or other security or interest
arising from, or in lieu of, such secured claim, received by such Lender under
any applicable bankruptcy, insolvency or other similar law or otherwise, or by
any other means, in excess of its pro rata share of such payment as provided for
in this Agreement, such Lender shall promptly pay in cash or purchase from the
other applicable Lenders a participation in such Loans, LOC Obligations, and
other obligations in such amounts, and make such other adjustments from time to
time, as shall be equitable to the end that all Lenders share such payment in
accordance with their respective ratable shares as provided for in this
Agreement. The Lenders further agree among themselves that if payment to a
Lender obtained by such Lender through the exercise of a right of setoff,
banker's lien, counterclaim or other event as aforesaid shall be rescinded or
must otherwise be restored, each applicable Lender which shall have shared the
benefit of such payment shall, by payment in cash or a repurchase of a
participation theretofore sold, return its share of that benefit (together with
its share of any accrued interest payable with respect thereto) to each Lender
whose payment shall have been rescinded or otherwise restored. The Borrowers
agree that any Lender so purchasing such a participation may, to the fullest
extent permitted by law, exercise all rights of payment, including setoff,
banker's lien or counterclaim, with respect to such participation as fully as if
such Lender were a holder of such Loan, LOC Obligation, or other obligation in
the amount of such participation. Except as otherwise expressly provided in this
Agreement, if any Lender shall fail to remit to the Agent or any other Lender an
amount payable by such Lender to the Agent or such other Lender pursuant to this
Agreement on the date when such amount is due, such payments shall be made
together with interest thereon for each date from the date such amount is due
until the date such amount is paid to the Agent or such other Lender at a rate
per annum equal to the Federal Funds Rate. If under any applicable bankruptcy,
insolvency or other similar law, any Lender receives a secured claim in lieu of
a setoff to which this Section 4.8 applies, such Lender shall, to the extent
practicable, exercise its rights in respect of such secured claim in a manner
consistent with the rights of the Lenders under this Section 4.8 to share in the
benefits of any recovery on such secured claim.

                                       44
<PAGE>

      4.9 CAPITAL ADEQUACY

      If, after the date hereof, any Lender has determined that the adoption or
the becoming effective of, or any change in, or any change by any Governmental
Authority, central bank or comparable agency charged with the interpretation or
administration thereof in the interpretation or administration of, any
applicable law, rule or regulation regarding capital adequacy, or compliance by
such Lender, or its parent corporation, with any request or directive regarding
capital adequacy (whether or not having the force of law) of any such authority,
central bank or comparable agency, has or would have the effect of reducing the
rate of return on such Lender's (or parent corporation's) capital or assets as a
consequence of its commitments or obligations hereunder to a level below that
which such Lender, or its parent corporation, could have achieved but for such
adoption, effectiveness, change or compliance (taking into consideration such
Lender's (or parent corporation's) policies with respect to capital adequacy),
then, upon notice from such Lender to the Borrowers, the Borrowers shall be
obligated to pay to such Lender such additional amount or amounts as will
compensate such Lender on an after-tax basis (after taking into account
applicable deductions and credits in respect of the amount indemnified) for such
reduction. Each determination by any such Lender of amounts owing under this
Section shall, absent manifest error, be conclusive and binding on the parties
hereto. This covenant shall survive the termination of this Agreement and the
payment of the Loans and all other amounts payable hereunder.

      4.10 INABILITY TO DETERMINE INTEREST RATE

            (a) If prior to the first day of any Interest Period, (i) the
Administrative Agent shall have determined in good faith (which determination
shall be conclusive and binding upon the Borrowers) that, by reason of
circumstances affecting the relevant market, adequate and reasonable means do
not exist for ascertaining the Eurodollar Rate for such Interest Period, (ii)
the Administrative Agent has received notice from the Required Lenders that the
Eurodollar Rate determined or to be determined for such Interest Period will not
adequately and fairly reflect the cost to such Lenders of making or maintaining
their Eurodollar Loans during such Interest Period, or (iii) U.S. Dollar
deposits in the principal amounts of the Eurodollar Loans to which such Interest
Period is to be applicable are not generally available in the London interbank
market, the Administrative Agent shall give telecopy or telephonic notice
thereof to the Borrowers and the Lenders as soon as practicable thereafter, and
will also give prompt written notice to the Borrowers when such conditions no
longer exist. If such notice is given, (A) any Eurodollar Loans requested to be
made on the first day of such Interest Period shall be made as Base Rate Loans,
(B) any Revolving Loans that were to have been converted on the first day of
such Interest Period to or continued as Eurodollar Loans shall be converted to
or continued as Base Rate Loans and (C) each outstanding Eurodollar Loan shall
be converted, on the last day of the then-current Interest Period thereof, to
Base Rate Loans. Until such notice has been withdrawn by the Administrative
Agent, no further Eurodollar Loans shall be made or continued as such, nor shall
the Borrowers have the right to convert Base Rate Loans or LMIR Loans to
Eurodollar Loans.

            (b) [Intentionally Omitted]

                                       45
<PAGE>

      4.11 ILLEGALITY

      Notwithstanding any other provision herein, if the adoption of or any
change in any Requirement of Law or in the interpretation or application thereof
occurring after the Closing Date shall make it unlawful for any Lender to make
or maintain Eurodollar Loans as contemplated by this Agreement, (a) such Lender
shall promptly give written notice of such circumstances to the Borrowers and
the Administrative Agent (which notice shall be withdrawn whenever such
circumstances no longer exist), (b) the commitment of such Lender hereunder to
make Eurodollar Loans, continue Eurodollar Loans as such and convert a Base Rate
Loan or LMIR Loan to Eurodollar Loans shall forthwith be suspended and, until
such time as it shall no longer be unlawful for such Lender to make or maintain
Eurodollar Loans, such Lender shall then have a commitment only to make a Base
Rate Loan when a Eurodollar Loan is requested and (c) such Lender's Loans then
outstanding as Eurodollar Loans, if any, shall be converted automatically to
Base Rate Loans on the respective last days of the then current Interest Periods
with respect to such Loans or within such earlier period as required by law. If
any such conversion of a Eurodollar Loan occurs on a day which is not the last
day of the then current Interest Period with respect thereto, the Borrowers
shall pay to such Lender such amounts, if any, as may be required pursuant to
Section 4.14.

      4.12 REQUIREMENTS OF LAW

      If the adoption of or any change in any Requirement of Law or in the
interpretation or application thereof applicable to any Lender, or compliance by
any Lender with any request or directive (whether or not having the force of
law) from any central bank or other Governmental Authority, in each case made
subsequent to the Closing Date (or, if later, the date on which such Lender
becomes a Lender):

            (a) shall subject such Lender to any tax of any kind whatsoever with
respect to any Letter of Credit or any Loans made or issued by it or its
obligation to make or issue any of the foregoing, or change the basis of
taxation of payments to such Lender in respect thereof (except for Non-Excluded
Taxes covered by Section 4.13 and changes in taxes measured by or imposed upon
the overall net income, or franchise tax imposed in lieu of such net income tax,
of such Lender or its applicable lending office, branch, or any affiliate
thereof);

            (b) shall impose, modify or hold applicable any reserve, special
deposit, compulsory loan or similar requirement against assets held by, deposits
or other liabilities in or for the account of, advances, loans or other
extensions of credit by, or any other acquisition of funds by, any office of
such Lender which is not otherwise included in the determination of the
Eurodollar Rate hereunder; or

            (c) shall impose on such Lender any other condition (excluding any
tax of any kind whatsoever);

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender, acting reasonably, deems to be material, of
making, converting into, continuing or maintaining Loans or issuing or
participating in Letters of Credit or to reduce any amount receivable hereunder
in respect thereof, then, in any such case, upon notice to the Borrowers from
such Lender, through the Agent, in accordance herewith, the Borrowers shall be
obligated

                                       46
<PAGE>

to promptly pay such Lender, upon its demand, any additional amounts necessary
to compensate such Lender on an after-tax basis (after taking into account
applicable deductions and credits in respect of the amount indemnified) for such
increased cost or reduced amount receivable, provided that, in any such case,
the Borrowers may elect to convert the Eurodollar Loans made by such Lender
hereunder to Base Rate Loans by giving the Administrative Agent at least one (1)
Business Day's notice of such election, in which case the Borrowers shall
promptly pay to such Lender, upon demand, without duplication, such amounts, if
any, as may be required pursuant to Section 4.14. If any Lender becomes entitled
to claim any additional amounts pursuant to this Section 4.12, it shall provide
prompt notice thereof to the Borrowers, through the Administrative Agent,
certifying (x) that one of the events described in this Section 4.12 has
occurred and describing in reasonable detail the nature of such event, (y) as to
the increased cost or reduced amount resulting from such event and (z) as to the
additional amount demanded by such Lender and a reasonably detailed explanation
of the calculation thereof. Such a certificate as to any additional amounts
payable pursuant to this Section 4.12 submitted by such Lender, through the
Administrative Agent, to the Borrowers shall be conclusive and binding on the
parties hereto in the absence of manifest error. This covenant shall survive the
termination of this Agreement and the payment of the Loans and all other amounts
payable hereunder.

      4.13 TAXES

            (a) Except as provided below in this Section 4.13, all payments made
by the Borrowers under this Agreement, any Notes and any documents relating
hereto shall be made free and clear of, and without deduction or withholding for
or on account of, any present or future income, stamp or other taxes, levies,
imposts, duties, charges, fees, deductions or withholdings, now or hereafter
imposed, levied, collected, withheld or assessed by any court, or governmental
body, agency or other official, including interest, penalties and liabilities
with respect thereto ("Taxes"), excluding taxes measured by or imposed upon the
overall net income of any Lender or its applicable lending office, or any branch
or affiliate thereof, and all franchise taxes, branch taxes, taxes on doing
business or taxes on the overall capital or net worth of any Lender or its
applicable lending office, or any branch or affiliate thereof, in each case
imposed in lieu of net income taxes (other than franchise taxes), imposed: (i)
by the jurisdiction under the laws of which such Lender, applicable lending
office, branch or affiliate is organized or is located, or in which its
principal executive office is located, or any nation within which such
jurisdiction is located or any political subdivision thereof; or (ii) by reason
of any connection between the jurisdiction imposing such tax and such Lender,
applicable lending office, branch or affiliate other than a connection arising
solely from such Lender having executed, delivered or performed its obligations,
or received payment under or enforced, this Agreement or any Notes. If any such
non-excluded Taxes, ("Non-Excluded Taxes") are required to be withheld from any
amounts payable to the Agent or any Lender hereunder or under any Notes or other
documents relating thereto, (A) the Borrowers shall withhold and remit such
Taxes to the relevant authority when and as due, (B) the amounts so payable to
the Agent or such Lender shall be increased to the extent necessary to yield to
the Agent or such Lender (after payment of all Non-Excluded Taxes, including
Non-Excluded Taxes in respect of additional amounts payable hereunder) interest
or any such other amounts payable hereunder or under the Notes or any other
document relating hereto at the rates or in the amounts specified in this
Agreement and any Notes, provided, however, that the Borrowers shall be entitled
to deduct and withhold any Non-Excluded Taxes and shall not be required to
increase any such amounts payable to any Lender

                                       47
<PAGE>

that is not organized under the laws of the United States of America or a state
thereof if such Lender fails to comply with the requirements of paragraph (b) of
this Section 4.13 whenever any Non-Excluded Taxes are payable by the Borrowers,
and (C) as promptly as possible thereafter the Borrowers shall send to such
Agent for its own account or for the account of such Lender, as the case may be,
a certified copy of an original official receipt received by the Borrowers
showing prompt payment thereof. If the Borrowers fail to pay any Non-Excluded
Taxes when due to the appropriate taxing authority or fails to remit to the
Administrative Agent the required receipts or other required documentary
evidence, the Borrowers shall indemnify the Agent and any Lender for any
incremental Taxes, interest or penalties that may become payable by the Agent or
any Lender as a result of any such failure. If a Lender shall change its office
that makes or maintains a Loan hereunder, the Borrowers shall not be required to
pay any increased amounts to the Lender in respect of any Non-Excluded Taxes
pursuant to this Section 4.13 over and above any obligation to withhold or
deduct any amount with respect to such Non-Excluded Taxes that existed on the
date the Lender changed such office, unless the Lender changed the office at the
request of the Borrowers in which case the Borrower shall indemnify the Lender
in respect of such increased amounts. The agreements in this subsection shall
survive the termination of this Agreement and the payment of the Loans and all
other amounts payable hereunder.

            (b) Each Lender that is not incorporated under the laws of the
United States of America or a state thereof shall:

                  (i)   (A) on or before the date of any payment by the
      Borrowers under this Agreement or Notes to such Lender, deliver to the
      Borrowers and the Administrative Agent two duly completed copies of United
      States Internal Revenue Service Form W-8BEN, W-8ECI, W-8 EXP, W-8IMY or
      W-9 (or successor thereto or other appropriate form), or successor
      applicable form, as the case may be, certifying that it is entitled to
      receive payments under this Agreement and any Notes without deduction,
      withholding or backup withholding of any United States federal income
      taxes;

                        (B) deliver to the Borrowers and the Administrative
            Agent two further copies of any such form or certification on or
            before the date that any such form or certification expires or
            becomes obsolete and after the occurrence of any event requiring a
            change in the most recent form previously delivered by it to the
            Borrowers; and

                        (C) obtain such extensions of time for filing and
            complete such forms or certifications as may reasonably be requested
            by the Borrowers or the Administrative Agent; or

                  (ii) in the case of any such Lender that is not a "bank"
      within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code,
      (A) represent to the Borrowers (for the benefit of the Borrowers and the
      Administrative Agent) that (x) it is not a bank within the meaning of
      Section 881(c)(3)(A) of the Internal Revenue Code, is not subject to
      regulatory or other legal requirements as a bank in any jurisdiction, and
      has not been treated as a bank for purposes of any tax, securities law or
      other filing or submission made to any governmental authority, any
      application made to a rating agency

                                       48
<PAGE>

      or qualification for any exemption from any tax, securities law or other
      legal requirements, (y) is not a 10-percent shareholder for purposes of
      section 881(c)(3)(B) of the Internal Revenue Code and (z) is not a
      controlled foreign corporation receiving interest from a related person
      for purposes of Section 881(c)(3)(C) of the Internal Revenue Code, (B)
      agree to furnish to the Borrowers, on or before the date of any payment by
      the Borrowers, with a copy to the Administrative Agent, two accurate and
      complete original signed copies of Internal Revenue Service Form W-8BEN,
      W-8ECI, W-8EXP or W-8IMY, (or successor applicable form) certifying to
      such Lender's legal entitlement at the date of such certificate to an
      exemption from U.S. withholding tax under the provisions of Section 881(c)
      of the Internal Revenue Code with respect to payments to be made under
      this Agreement and any Notes (and to deliver to the Borrowers and the
      Administrative Agent two further copies of such form on or before the date
      it expires or becomes obsolete and after the occurrence of any event
      (including a change in its applicable lending office) requiring a change
      in the most recently provided form and, if necessary, obtain any
      extensions of time reasonably requested by the Borrowers or the
      Administrative Agent for filing and completing such forms), and (C) agree,
      to the extent legally entitled to do so, upon reasonable request by the
      Borrowers, to provide to the Borrowers (for the benefit of the Borrowers
      and the Administrative Agent) such other forms as may be reasonably
      required in order to establish the legal entitlement of such Lender to an
      exemption from withholding with respect to payments under this Agreement
      and any Notes.

      Notwithstanding the above, if any change in treaty, law or regulation has
      occurred after the date such Person becomes a Lender hereunder which
      renders all such forms inapplicable or which would prevent such Lender
      from duly completing and delivering any such form with respect to it and
      such Lender so advises the Borrowers and the Administrative Agent then
      such Lender shall be exempt from such requirements. Each such Lender will
      promptly notify the Administrative Agent and the Borrowers of any changes
      in circumstances that could reasonably modify or render invalid any
      claimed exemption. Each Person that shall become a Lender or a participant
      of a Lender pursuant to Section 14.3 shall, upon the effectiveness of the
      related transfer, be required to provide all of the forms, certifications
      and statements required pursuant to this subsection (b); provided that in
      the case of a participant of a Lender, the obligations of such participant
      of a Lender pursuant to this subsection (b) shall be determined as if the
      participant of a Lender were a Lender except that such participant of a
      Lender shall furnish all such required forms, certifications and
      statements to the Lender from which the related participation shall have
      been purchased.

            (c) If any such Taxes shall be or become applicable after the date
of this Agreement to such payments by the Borrowers to a Lender, such Lender
shall use reasonable efforts to make, fund or maintain the Loan or Loans, as the
case may be, through another lending office located in another jurisdiction so
as to reduce, to the fullest extent possible, the Borrowers' liability
hereunder, if the making, funding or maintenance of such Loan or Loans through
such other office does not, in the reasonable judgment of the Lender, materially
affect the Lender of such Loan. If the Borrowers are required to make any
additional payment to a Lender pursuant to this Section 4.13, and any such
Lender receives, or is entitled to receive, a credit against, remission for, or
repayment of, any tax paid or payable by it in respect of, or calculated with

                                       49
<PAGE>

reference to, the taxes giving rise to such payment, such Lender shall, within a
reasonable time after it receives such credit, relief, remission or repayment,
reimburse the Borrowers the amount of any such credit, relief, remission or
repayment.

      4.14 COMPENSATION

      The Borrowers promise to indemnify each Lender and to hold each Lender
harmless from any loss or expense which such Lender may sustain or incur (other
than through such Lender's gross negligence or willful misconduct) as a
consequence of (a) default by a Borrower in making a borrowing of, conversion
into or continuation of Eurodollar Loans after such Borrower has given a notice
requesting the same in accordance with the provisions of this Agreement, (b)
default by a Borrower in making any prepayment of a Eurodollar Loan after such
Borrower has given a notice thereof in accordance with the provisions of this
Agreement and (c) the making of a prepayment of Eurodollar Loans on a day which
is not the last day of an Interest Period with respect thereto. Such
indemnification may include an amount equal to (i) the amount of interest which
would have accrued on the amount so prepaid, or not so borrowed, converted or
continued, for the period from the date of such prepayment or of such failure to
borrow, convert or continue to the last day of the applicable Interest Period
(or, in the case of a failure to borrow, convert or continue, the Interest
Period that would have commenced on the date of such failure) in each case at
the applicable rate of interest for such Eurodollar Loans provided for herein
(excluding, however, the Applicable Percentage included therein, if any) minus
(ii) the amount of interest (as reasonably determined by such Lender) which
would have accrued to such Lender on such amount by placing such amount on
deposit for a comparable period with leading banks in the interbank Eurodollar
market. Such a certificate as to any amounts payable pursuant to this Section
4.14 submitted by a Lender, through the Administrative Agent to the Lenders,
shall be conclusive and binding in the absence of manifest error. The agreements
in this Section shall survive the termination of this Agreement and the payment
of the Loans and all other amounts payable hereunder.

                                    ARTICLE V

                              CONDITIONS PRECEDENT

      5.1 CLOSING CONDITIONS

      The obligation of the Lenders to enter into this Agreement is subject to
satisfaction of the following conditions (in form and substance acceptable to
the Administrative Agent):

            (a) Executed Credit Documents. Receipt by the Administrative Agent
of duly executed copies of (i) this Agreement; (ii) the Revolving Credit Notes;
(iii) the Security Agreement; (iv) the Pledge Agreement; and (v) all other
Credit Documents. The Security Agreement shall have been amended to provide for,
among other things, the springing lien on the equipment (as such term is defined
in the UCC) of the Credit Parties.

            (b) No Default; Representations and Warranties. As of the Closing
Date (i) there shall exist no Default or Event of Default and (ii) all
representations and warranties contained herein and in the other Credit
Documents shall be true and correct in all material respects.

                                       50
<PAGE>

            (c) Opinion of Counsel. Receipt by the Administrative Agent of an
opinion, or opinions, in form and substance satisfactory to the Administrative
Agent, addressed to the Agent on behalf of the Lenders and dated as of the
Closing Date, from legal counsel to the Credit Parties which covers, among other
matters, valid corporate existence and authority, legality, validity and binding
effect of all loan and security documents, perfection of security interests,
and, in connection with the execution and delivery of the Credit Documents, the
absence of any violation of law or regulation or conflict with any existing
contracts (including, without limitation, that the granting of the security
interests by the Credit Parties pursuant to the Security Documents and the
entering into the Permitted Securitization will not constitute a violation of
the 2008 Senior Note Indenture or the 2009 Senior Note Indenture or require pro
rata sharing of the Collateral with the 2008 Senior Noteholders or the 2009
Senior Noteholders).

            (d) Corporate Documents. Receipt by the Administrative Agent of the
following:

                  (i) Charter Documents. Copies of the articles or certificates
      of incorporation or other charter documents of each Borrower that is a
      party to a Credit Document, certified to be true and complete as of a
      recent date by the appropriate Governmental Authority of the state or
      other jurisdiction of its incorporation and certified by a secretary or
      assistant secretary as of the Closing Date to be true and correct.

                  (ii) Resolutions. Copies of resolutions of the Board of
      Directors or other comparable managing body of each Credit Party that is
      party to a Credit Document, approving and adopting the Credit Documents to
      which it is a party, the transactions contemplated therein and authorizing
      execution and delivery thereof, certified by a secretary or assistant
      secretary as of the Closing Date to be true and correct and in force and
      effect as of such date.

                  (iii) Bylaws. A copy of the bylaws of each Credit Party that
      is a party to a Credit Document, certified by a secretary or assistant
      secretary as of the Closing Date to be true and correct and in force and
      effect as of such date.

                  (iv) Good Standing. Copies of (i) certificates of good
      standing, existence or its equivalent with respect to each Credit Party
      that is a party to a Credit Document, certified as of a recent date by the
      appropriate Governmental Authorities of the state or other jurisdiction of
      organization and (ii) where applicable, a certificate indicating payment
      of all corporate franchise taxes certified as of a recent date by the
      appropriate governmental taxing authorities.

            (e) Compliance with Financial Obligations. The Credit Parties shall
be in compliance with all existing material financial obligations owed to third
parties.

            (f) Personal Property Collateral. The Administrative Agent shall
have received:

                  (i) searches of filings under the UCC (or corresponding local
      laws) in the jurisdiction of the chief executive office of each Credit
      Party, the jurisdiction of organization of each Credit Party and each
      jurisdiction where any Collateral is located or

                                       51
<PAGE>

      where a filing would need to be made in order to perfect the
      Administrative Agent's security interest in the Collateral, copies of the
      financing statements on file in such jurisdictions and evidence that no
      Liens exist other than Permitted Liens;

                  (ii) duly completed financing statements under the UCC for
      each appropriate jurisdiction as is necessary, in the Administrative
      Agent's reasonable discretion, to perfect the Administrative Agent's
      security interest in the Collateral;

                  (iii) duly executed consents as are necessary, in the
      Administrative Agent's reasonable discretion, to perfect the Lenders'
      security interest in the Collateral including, without limitation, such
      Acknowledgment Agreements from lessors of real property as the
      Administrative Agent may require; and

                  (iv) Blocked Account Agreements with respect to each of the
      deposit accounts of the Credit Parties not maintained with the
      Administrative Agent substantially in the form of Exhibit F-2 or other
      tri-party agreements in form and substance satisfactory to the
      Administrative Agent.

            (g) No Material Adverse Effect. No event shall have occurred since
December 31, 2004 that has had or could be reasonably expected to have a
Material Adverse Effect.

            (h) Litigation. Except as disclosed in Schedule 6.10, no litigation
shall be pending or threatened which, in the reasonable determination of the
Administrative Agent, would have or reasonably be expected to have a Material
Adverse Effect.

            (i) Consents and Approvals. Receipt by the Administrative Agent of
evidence that all material governmental, shareholder and third party consents
and approvals necessary or desirable in connection with the execution and
delivery of the Credit Documents and the consummation of the transactions set
forth therein.

            (j) Officer's Certificate. The Administrative Agent shall have
received a certificate or certificates executed by a Senior Financial Officer of
the Company on behalf of the Credit Parties as of the Closing Date stating that
(A) each Credit Party is in compliance with all existing material financial
obligations, (B) all material governmental, shareholder and third party consents
and approvals, if any, with respect to the Credit Documents and the other
transactions contemplated thereby have been obtained, (C) except as disclosed
pursuant to the Credit Agreement, no action, suit, investigation or proceeding
is pending or threatened in any court or before any arbitrator or governmental
instrumentality that purports to effect a member of the Consolidated Parties or
any other transaction contemplated by the Credit Documents, if such action,
suit, investigation or proceeding could have or could be reasonably expected to
have a Material Adverse Effect, and (D) immediately after giving effect to this
Agreement, the other Credit Documents and the other transactions contemplated
therein to occur on such date, (1) each Credit Party is Solvent, (2) no Default
or Event of Default exists, (3) all representations and warranties contained
herein and in the other Credit Documents are true and correct in all material
respects, and (4) the Consolidated Parties are in compliance with each of the
financial covenants set forth in Article VIII.

                                       52
<PAGE>

            (k) Opening Borrowing Base Certificate. Receipt by the Agent of a
Borrowing Base Certificate as of the close of business on a date acceptable to
the Administrative Agent, substantially in the form of Exhibit G and certified
by a Senior Financial Officer of the Company to be true and correct as of the
Closing Date.

            (l) Evidence of Insurance. Receipt by the Administrative Agent of
copies of insurance policies or certificates of insurance of the Credit Parties
evidencing general comprehensive liability and property insurance meeting the
requirements set forth in the Credit Documents, including, without limitation,
naming the Administrative Agent as loss payee on behalf of the Lenders and each
Lender as additional insured and copies of credit insurance policies insuring
foreign Accounts to be included as Eligible Accounts Receivable.

            (m) Corporate Structure. The corporate capital and ownership
structure of the Consolidated Parties shall be as described in Schedule 5.1(m).

            (n) Other Indebtedness. Receipt by the Administrative Agent of
evidence that, after giving effect to the making of the Loans made on the
Closing Date, the Credit Parties shall have no Indebtedness other than the
Indebtedness under the Credit Documents, as disclosed on Schedule 6.9 and as
otherwise permitted by the terms of this Agreement.

            (o) Solvency Certificate. Receipt by the Administrative Agent of an
officer's certificate for each of the Credit Parties prepared by a Senior
Financial Officer of such Credit Party as to the financial condition, solvency
and related matters of such Credit Party, in each case after giving effect to
the initial borrowings under the Credit Documents, in substantially the form of
Exhibit H hereto.

            (p) Sources and Uses; Payment Instructions. Receipt by the
Administrative Agent from the Company of (i) a statement of sources and uses of
funds covering all payments reasonably expected to be made by the Company in
connection with the transactions contemplated by the Credit Documents to be
consummated on the Closing Date, including an itemized estimate of all fees,
expenses and other closing costs and (ii) payment instructions with respect to
each wire transfer to be made by the Agent on behalf of the Lenders or the
Company or the Borrowers on the Closing Date setting forth the amount of such
transfer, the purpose of such transfer, the name and number of the account to
which such transfer is to be made, the name and ABA number of the bank or other
financial institution where such account is located and the name and telephone
number of an individual that can be contacted to confirm receipt of such
transfer.

            (q) Financial Statements. The Administrative Agent shall have
received the Financial Statements described in Section 6.6 and financial and
operational projections for the Consolidated Parties quarterly for the fiscal
year ending December 31, 2005.

            (r) Fees and Expenses. All fees and expenses required to be paid
under this Agreement on or prior to the Closing Date shall have been paid in
full.

            (s) Due Diligence. The Administrative Agent shall have completed its
due diligence with respect to the Company and its Subsidiaries, including,
without limitation its field

                                       53
<PAGE>

examination, and the results of such due diligence shall be satisfactory to the
Administrative Agent is all respects in its sole discretion.

            (t) Agent for Service of Process. The Administrative Agent shall
have received satisfactory evidence that CT Corporation System shall have been
appointed as agent for service of process in the State of North Carolina on
behalf of the Company.

            (u) Minimum Excess Availability. The Credit Parties shall have
Excess Availability of at least $5,000,000 as of the Closing Date, after giving
effect to the payment of fees and expenses associated with the closing of this
Agreement, after giving effect to the making of Loans and the application of the
proceeds thereof to be made on the Closing Date. Accounts payable of the
Borrowers must be at a level and in a condition reasonably acceptable to the
Administrative Agent.

            (v) Permitted Securitization. The Permitted Securitization shall
have been consummated on terms and conditions satisfactory to the Agent. The
Intercreditor Agreement shall have been executed and delivered by the parties
thereto and shall be in form and substance satisfactory to the Agent.

            (w) Perfection Certificate. The Credit Parties shall have delivered
updated perfection certificates to the Agent, in form and substance satisfactory
to the Agent.

            (x) Blocked Account Agreements. Wachovia Bank, National Association,
in its capacity as collateral agent for (i) the secured parties under the
Permitted Securitization and (ii) the Administrative Agent, on behalf of the
Lenders, shall have entered into a new blocked account agreement relating to the
Concentration Account; the existing Blocked Account Agreement among the
Administrative Agent, Mellon Bank, N.A. and the Company and certain of its
Subsidiaries shall be amended as of the Closing Date to cover the WLV Joining
Technologies Account; and a new Blocked Account Agreement among the
Administrative Agent, Mellon Bank, N.A. and the Company and certain of its
Subsidiaries shall have been entered into to cover various operating accounts of
the Credit Parties, each in form and substance satisfactory to the Agent.

            (y) Consignment Agreement. BAPM and the Company and certain of its
Subsidiaries shall have entered into and delivered the Consignment Agreement
having terms and provisions reasonably satisfactory to the Agent. The
Consignment Intercreditor Agreement shall have been executed and delivered by
the parties thereto and shall be in form and substance satisfactory to the
Agent.

            (z) Other. The receipt by the Administrative Agent of such other
documents, agreements or information as reasonably requested by any Lender.

      5.2 CONDITIONS TO ALL EXTENSIONS OF CREDIT

      In addition to the conditions precedent stated elsewhere herein, the
Lenders shall not be obligated to make Loans, nor shall the Issuing Lender be
required to issue or extend a Letter of Credit, unless:

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<PAGE>

            (a) Notice. The applicable Borrower shall have delivered (i) in the
case of any Loan, a Notice of Borrowing, duly executed and completed, by the
time specified in Sections 2.1 or 2.3, as appropriate and (ii) in the case of
any Letter of Credit, the Issuing Lender shall have received an appropriate
request for issuance in accordance with the provisions of Section 2.2 or 2.4, as
applicable;

            (b) Representations and Warranties. The representations and
warranties made by a Credit Party in any Credit Document are true and correct in
all material respects at and as if made as of such date;

            (c) No Default. No Default or Event of Default shall exist or be
continuing either prior to or after giving effect thereto;

            (d) No Material Adverse Effect. There shall not have occurred any
Material Adverse Effect;

            (e) Availability. Immediately after giving effect to the making of a
Loan or the issuance of a Letter of Credit, the Borrowers shall be in compliance
with Section 4.4(b)(i) and shall have Excess Availability of at least
$5,000,000;

            (f) 2008 Senior Note Indenture. 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 2008 Senior Note Indenture;

            (g) 2009 Senior Note Indenture. 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 Note Indenture;

            (h) 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 or 2009 Senior Notes will be secured by a Lien equally
and ratably with the Obligations; and

            (i) Interest Rate Protection Agreements. 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 any Interest Rate Protection
Agreement.

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) and (i) above.

                                   ARTICLE VI

                         REPRESENTATIONS AND WARRANTIES

      The Borrowers hereby represent and warrant to each Lender that:

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<PAGE>

      6.1 ORGANIZATION AND GOOD STANDING

      Except as set forth on Schedule 6.1, each Credit Party (i) is a
corporation, limited partnership or a limited liability company duly
incorporated or formed, as the case may be, validly existing and in good
standing under the laws of the State of its incorporation or formation, as the
case may be, (ii) is duly qualified and in good standing as a foreign
corporation, limited partnership or limited liability company authorized to do
business in every jurisdiction where the failure to so qualify could have or
reasonably be expected to have a Material Adverse Effect, and (iii) has the
requisite corporate, limited partnership or limited liability company power and
authority to own its properties and to carry on its business as now conducted
and as proposed to be conducted.

      6.2 DUE AUTHORIZATION

      Except as set forth on Schedule 6.2, each Credit Party (a) has the
requisite corporate, limited partnership or limited liability company power and
authority to execute, deliver and perform such of the Credit Documents to which
it is a party and to incur the obligations herein and therein provided for, and
(b) is duly authorized to, and has been authorized by all necessary corporate,
limited partnership or limited liability company action, to execute, deliver and
perform such of the Credit Documents to which it is a party.

      6.3 NO CONFLICTS

      With respect to each Credit Party, neither the execution and delivery of
the Credit Documents, nor the consummation of the transactions contemplated
therein, nor performance of and compliance with the terms and provisions thereof
will (a) 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 (b) violate, contravene or
conflict in any material respect with any material law, regulation (including
without limitation Regulation U or Regulation X), order, writ, judgment,
injunction, decree or permit applicable to it, (c) violate, contravene or
conflict in any material respect with contractual provisions of, or cause an
event of default under, any 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, or (d) result in or require the creation of any material Lien upon
or with respect to its properties except in favor of the Lenders.

      6.4 CONSENTS

      No consent, approval, authorization or order of, or filing, registration
or qualification with, any court or Governmental Authority or third party in
respect of any Credit Party is required in connection with the execution,
delivery or performance of this Agreement or any of the other Credit Documents
other than those consents which have been obtained and copies of which have been
delivered to the Administrative Agent.

      6.5 ENFORCEABLE OBLIGATIONS

      This Agreement and the other Credit Documents have been duly executed and
delivered and constitute legal, valid and binding obligations of each Credit
Party (with regard to each agreement or instrument to which it is a party)
enforceable in accordance with their respective terms, except as

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<PAGE>

may be limited by bankruptcy or insolvency laws or similar laws affecting
creditors' rights generally.

      6.6 FINANCIAL CONDITION

            (a) The financial statements provided to the Lenders, consisting of
(i) an audited balance sheet of the Consolidated Parties, together with related
consolidated statements of income, stockholders' equity and cash flow for the
fiscal year 2004 and (ii) unaudited consolidated balance sheets of the
Consolidated Parties, together with related consolidated statements of income,
and consolidated statements of cash flow for the month ended February 28, 2005,
fairly present the financial condition and business operations of the
Consolidated Parties as of such respective dates (together, the "Financial
Statements"); such financial statements were prepared in accordance with GAAP;
and since December 31, 2004, there have occurred no changes or circumstances
which have had or are reasonably expected to have a Material Adverse Effect.

            (b) The financial statements delivered to the Lenders pursuant to
Sections 7.1(a), (b) and (c) have been prepared in accordance with GAAP and will
present fairly the consolidated and/or consolidating (as applicable) financial
condition, results of operations and cash flows of the Consolidated Parties as
of such date and for such periods.

      6.7 NO DEFAULT

      None of the Credit Parties is in default under any term of any indenture,
contract, lease, agreement, instrument or other commitment to which any of them
is a party or by which any of them is bound which default has had or could be
reasonably expected to have a Material Adverse Effect. None of the Credit
Parties knows of any dispute regarding any indenture, contract, lease,
agreement, instrument or other commitment which could reasonably be expected to
have a Material Adverse Effect. No Default or Event of Default has occurred and
is continuing.

      6.8 LIENS

      There are no Liens in favor of third parties with respect to any of the
Collateral, including, without limitation, with respect to the Inventory,
wherever located, other than Permitted Liens. To the best knowledge of the
applicable Credit Party, no lessor, warehouseman, filler, processor or packer of
any such Credit Party has granted any Lien with respect to the Inventory
maintained by such Credit Party at the property of any such lessor,
warehousemen, filler, processor or packer. Upon the proper filing of financing
statements and the proper recordation of other applicable documents with the
appropriate filing or recordation offices in each of the necessary
jurisdictions, the security interests granted pursuant to the Credit Documents
constitute and shall at all times constitute valid and enforceable first, prior
and perfected Liens on the Collateral (other than Permitted Liens). The Credit
Parties are or will be at the time additional Collateral is acquired by them,
the absolute owners of the Collateral with full right to pledge, sell, consign,
transfer and create a Lien therein, free and clear of any and all Liens in favor
of third parties, except Permitted Liens. The Credit Parties will at their
expense warrant, until payment in full of the Obligations and termination of the
Commitments, and, at the Administrative Agent's request, defend the Collateral
from any and all Liens (other than

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<PAGE>

Permitted Liens) of any third party. The Credit Parties will not grant, create
or permit to exist, any Lien upon the Collateral, or any proceeds thereof, in
favor of any third party (other than Permitted Liens).

      6.9 INDEBTEDNESS

      The Consolidated Parties have no Indebtedness (including without
limitation guaranty, reimbursement or other contingent obligations) except (a)
as disclosed in the Financial Statements referenced in Section 6.6, (b) as set
forth in Schedule 6.9, and (c) as otherwise permitted under the terms of this
Agreement.

      6.10 LITIGATION

      Except as disclosed in Schedule 6.10, there are no actions, suits or
legal, equitable, arbitration or administrative proceedings, pending or, to the
knowledge of the Borrowers threatened, against any Credit Party which, if
adversely determined, would have or reasonably be expected to have a Material
Adverse Effect.

      6.11 MATERIAL CONTRACTS

      No Credit Party is in default under any Material Contract which default
could reasonably be expected to have a Material Adverse Effect.

      6.12 TAXES

      Each Credit Party has filed, or caused to be filed, all material tax
returns (federal, state, local and foreign) required to be filed and paid all
amounts of taxes shown thereon to be due (including interest and penalties) and
has paid all other material taxes, fees, assessments and other governmental
charges (including mortgage recording taxes, documentary stamp taxes and
intangibles taxes) owing by it, except for such taxes (a) that are not yet
delinquent or (b) that are being contested in good faith and by proper
proceedings, and against which adequate reserves are being maintained in
accordance with GAAP. None of the Credit Parties is aware of any proposed
material tax assessments against it or any other Credit Party.

      6.13 COMPLIANCE WITH LAW

      None of the Credit Parties has violated or failed to comply with any
statute, law, ordinance, regulation, rule or order of any foreign, federal,
state or local government, or any other Governmental Authority or any self
regulatory organization, or any judgment, decree or order of any court,
applicable to its business or operations except where the aggregate of all such
violations or failures to comply would not have or reasonably be expected to
have a Material Adverse Effect. The conduct of the business of each of the
Credit Parties is in conformity with all securities, commodities, energy, public
utility, zoning, building code, health, OSHA and environmental requirements and
all other foreign, federal, state, provincial and local governmental and
regulatory requirements and requirements of any self regulatory organizations,
except where such non-conformities could not reasonably be expected to have a
Material Adverse Effect. None of the Credit Parties has received any notice to
the effect that, or otherwise been advised that, it is not in compliance with,
and none of such Credit Parties has any

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<PAGE>

reason to anticipate that any currently existing circumstances are likely to
result in the violation of any such statute, law, ordinance, regulation, rule,
judgment, decree or order which failure or violation could reasonably be
expected to have a Material Adverse Effect.

      6.14 ERISA

            (a) Except as would not reasonably be expected to have a Material
Adverse Effect, during the five-year period prior to the date on which this
representation is made or deemed made: (i) no ERISA Event has occurred, and, to
the best of the Borrowers' or any ERISA Affiliate's knowledge, no event or
condition has occurred or exists as a result of which any ERISA Event could
reasonably be expected to occur, with respect to any Plan; (ii) no "accumulated
funding deficiency," as such term is defined in Section 302 of ERISA and Section
412 of the Code, whether or not waived, has occurred with respect to any Single
Employer Plan; (iii) each Plan, Single Employer Plan and, to the best of the
Borrowers' or any ERISA Affiliate's knowledge, each Multiemployer Plan has been
maintained, operated, and funded in compliance in all material respects with its
own terms and in material compliance with the provisions of ERISA, the Code, and
any other applicable federal or state laws; and (iv) no Lien in favor of the
PBGC or a Single Employer Plan has arisen or is reasonably likely to arise on
account of any Single Employer Plan.

            (b) Except as set forth in the Financial Statements, the actuarial
present value of all "benefit liabilities" on a going concern basis, whether or
not vested, under each Single Employer Plan, as of the last annual valuation
date prior to the date on which this representation is made or deemed made
(determined, in each case, utilizing the actuarial assumptions used in such
Plan's most recent actuarial valuation report), did not exceed as of such
valuation date the fair market value of the assets of such Plan .

            (c) Except as would not reasonably be expected to have a Material
Adverse Effect, neither the Borrowers nor any ERISA Affiliate has incurred, or,
to the best of the Borrowers' or any ERISA Affiliate's knowledge, is reasonably
expected to incur, any withdrawal liability under ERISA with respect to any
Multiemployer Plan or Multiple Employer Plan. Except as would not reasonably be
expected to have a Material Adverse Effect, neither Borrower nor any ERISA
Affiliate would become subject to any withdrawal liability under ERISA if such
Borrower or any such ERISA Affiliate were to withdraw completely from all
Multiemployer Plans and Multiple Employer Plans as of the valuation date most
closely preceding the date on which this representation is made or deemed made.
Neither Borrower nor any ERISA Affiliate has received any notification that any
Multiemployer Plan is in reorganization (within the meaning of Section 4241 of
ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been
terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan
is, to the best of the Borrowers' or any ERISA Affiliate's knowledge, reasonably
expected to be in reorganization, insolvent, or terminated.

            (d) No prohibited transaction (within the meaning of Section 406 of
ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has
occurred with respect to a Plan which has subjected or may subject the Borrowers
or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or
502(l) of ERISA or Section 4975 of the Code, or under any agreement or other
instrument pursuant to which the Borrowers or any ERISA Affiliate has

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<PAGE>

agreed or is required to indemnify any person against any such liability, except
for any such prohibited transaction or breach which would not reasonably be
expected to have a Material Adverse Effect.

            (e) Except as set forth in the Financial Statements, the Borrowers
and their ERISA Affiliates have no material liability with respect to "expected
post-retirement benefit obligations" within the meaning of the Financial
Accounting Standards Board Statement 106. Each Plan which is a welfare plan (as
defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section
4980B of the Code apply has been administered in compliance in all material
respects with such sections.

      6.15 SUBSIDIARIES

      Set forth in Schedule 6.15 is a complete and accurate list of all
Subsidiaries of each of the Consolidated Parties. Information on the attached
Schedule 6.15 includes a complete and accurate list of the jurisdiction of
incorporation of each of the Consolidated Parties and the percentage ownership
interest of voting stock owned by the direct parent company in each such member
and the number and effect, if exercised, of all outstanding options, warrants,
rights of conversion or purchase and all other similar rights with respect
thereto. The outstanding capital stock and other equity interests of all Credit
Parties is validly issued, fully paid and non-assessable and is owned by the
Borrowers, directly or indirectly, free and clear of all Liens (other than those
arising under or contemplated in connection with the Credit Documents). Other
than as set forth in Schedule 6.15, no Subsidiary has outstanding any securities
convertible into or exchangeable for its Capital Stock nor does any such Person
have outstanding any rights to subscribe for or to purchase or any options for
the purchase of, or any agreements providing for the issuance (contingent or
otherwise) of, or any calls, commitments or claims of any character relating to
its Capital Stock.

      6.16 USE OF PROCEEDS; MARGIN STOCK

      The proceeds of the Loans hereunder will be used solely for the purposes
specified in Section 7.10. None of such proceeds will be used for the purpose of
purchasing or carrying any "margin stock" as defined in Regulation U or
Regulation X, or for the purpose of reducing or retiring any Indebtedness which
was originally incurred to purchase or carry "margin stock" or for any other
purpose which might constitute this transaction a "purpose credit" within the
meaning of Regulation U or Regulation X.

      6.17 GOVERNMENT REGULATION

      No Credit Party is subject to regulation under the Public Utility Holding
Company Act of 1935, the Federal Power Act, the Investment Company Act of 1940
or the Interstate Commerce Act, each as amended. In addition, none of the Credit
Parties is (a) an "investment company" registered or required to be registered
under the Investment Company Act of 1940, as amended, and is not controlled by
such a company, or (b) a "holding company," or a "subsidiary company" of a
"holding company," or an "affiliate" of a "holding company" or of a "subsidiary"
or a "holding company," within the meaning of the Public Utility Holding Company
Act of 1935, as amended. No director, executive officer or principal shareholder
of any Credit Party is a director, executive officer or principal shareholder of
any Lender. For purposes hereof, the terms "director",

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<PAGE>

"executive officer" and "principal shareholder" (when used with reference to any
Lender) shall have the meanings ascribed to them in Regulation O issued by the
Board of Governors of the Federal Reserve System.

      6.18 HAZARDOUS SUBSTANCES

      Except as disclosed on Schedule 6.18 or except as would not reasonably be
expected to have a Material Adverse Effect, all real property owned or leased by
any Credit Party or on which any Credit Party operates (the "Subject Property")
is free from "hazardous substances" "contaminants" or "pollutants" or similar
substances as defined in the applicable Environmental Laws in concentrations or
amounts that require cleanup under any Environmental Laws; no portion of the
Subject Property is subject to federal, provincial, state or local, complaint,
investigation or, to the Borrowers' knowledge, liability under applicable
Environmental Laws because of the presence of leaked or spilled petroleum
products, waste materials or debris, "PCB's" or PCB items (as defined in 40
C.F.R. Section 763.3), underground storage tanks, "asbestos" (as defined in 40
C.F.R. Section 763.63) or the past or present accumulation, spillage or leakage
of any such substance subject to regulation under the Environmental Laws; and
each Credit Party is in compliance with all Environmental Laws applicable in
connection with the operation of its businesses, except to the extent that the
failure to be in compliance would not have or reasonably be expected to have a
Material Adverse Effect; and no Borrower knows of any complaint or investigation
under Environmental Laws regarding real property which it or any other Credit
Party owns or leases or on which it or any other Credit Party operates.

      6.19 PATENTS, FRANCHISES, ETC

      Each Credit Party possesses or has the right to use all material patents,
trademarks, service marks, trade names, copyrights, licenses and other rights,
free of adverse claims, that are necessary for the operation of its respective
business as presently conducted and as proposed to be conducted. Each Credit
Party has obtained all material licenses, permits, franchises or other
governmental authorizations necessary to the ownership of its respective
property and to the conduct of its business, except to the extent that the
failure to have obtained any such licenses, permits, franchises or other
governmental authorizations would not have or reasonably be expected to have a
Material Adverse Effect.

      6.20 SOLVENCY

      Each Credit Party individually, and the Credit Parties as a whole, are
and, after consummation of this Agreement and after giving effect to all
Indebtedness incurred hereunder will be Solvent.

      6.21 LOCATION OF ASSETS

      The Credit Parties' chief executive offices are set forth on Schedule 6.21
hereto, and the books and records of the Credit Parties and all chattel paper
and all records of accounts are located at the chief executive offices of the
Credit Parties or as otherwise noted on Schedule 6.21. All other locations where
the Credit Parties keep, store or maintain any Collateral are set forth on
Schedule 6.21 hereto. There is no jurisdiction in which any Credit Party has any
Collateral (except for Inventory held for shipment by third Persons, Inventory
in transit,

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Inventory held for processing by third Persons, or immaterial quantities of
Inventory) other than those jurisdictions listed on Schedule 6.21. Schedule 6.21
is a true, correct and complete list of (i) the names and addresses of each
warehouseman, filler, processor and packer at which Inventory is stored, (ii)
the address of the chief executive offices of the Credit Parties, (iii) the
address of all offices where records and books of account of the Credit Parties
are kept or where Collateral is kept, stored or maintained and (iv) the state of
incorporation or formation of each of the Credit Parties. None of the receipts
received by any of the Credit Parties from any warehouseman, filler, processor
or packer states that the goods covered thereby are to be delivered to bearer or
to the order of a named person or to a named person and such named person's
assigns. Each of the Credit Parties agrees to provide the Administrative Agent
with a revised Schedule 6.21 setting forth current principal places of business,
chief executive offices, information concerning Inventory locations and
jurisdictions of incorporation or formation on a quarterly basis at the time the
financial statements described in Section 7.1(b) are required to be delivered to
the Administrative Agent and the Lenders.

      6.22 D/B/A OR TRADE NAMES

      None of the Credit Parties has used any corporate, d/b/a or trade name
during the five (5) years preceding the date hereof, other than the corporate
name shown on its or such Subsidiary's Articles or Certificate of Incorporation
and as set forth on Schedule 6.22.

      6.23 NO EMPLOYEE DISPUTES

      There are no controversies pending or, to the best knowledge of the
Borrowers after diligent inquiry, threatened between any Credit Parties and any
of their respective employees, other than employee grievances arising in the
ordinary course of business which could not, in the aggregate, reasonably be
expected to have a Material Adverse Effect.

      6.24 BROKERS' FEES

      Except for fees payable to the Arranger in connection with the closing and
syndication of this Credit Agreement, no Credit Party has any obligation to any
Person in respect of any finder's, broker's, investment banking or other similar
fee in connection with any of the transactions contemplated under the Credit
Documents to occur on the Closing Date.

      6.25 LABOR MATTERS

      None of the Credit Parties is engaged in any unfair labor practice. There
is (a) no material unfair labor practice complaint pending against any Credit
Party or, to the best knowledge of the Borrowers, threatened against any of
them, before the National Labor Relations Board, the Canadian Labour Relations
Board or any applicable provincial labour relations board, and no grievance or
arbitration proceeding arising out of or under collective bargaining agreements
that has or would reasonably be expected to have a Material Adverse Effect is so
pending against any Credit Party or, to the best knowledge of the Borrowers,
threatened against any of them, (b) no strike, labor dispute, slowdown or
stoppage pending against any Credit Party or, to the best knowledge of the
Borrowers, threatened against any of them, which would have or reasonably be
expected to have a Material Adverse Effect and (c) to the best of the knowledge
of the Borrowers, no union representation questions with respect to the

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<PAGE>

employees of any of the Credit Parties and no union organizing activities which
would have or reasonably be expected to have a Material Adverse Effect.

      6.26 STATUS OF ACCOUNTS

      Each of the Accounts (other than Accounts owing from one Credit Party to
another Credit Party) is based on an actual and bona fide sale and delivery of
goods or rendering of services to customers, made by the Credit Parties in the
ordinary course of business; the goods and inventory being sold and the Accounts
created are exclusive property of the Credit Parties and are not and shall not
be subject to any Lien, consignment arrangement, encumbrance, security interest
or financing statement whatsoever, other than the Permitted Liens; and each of
the Credit Parties' customers have accepted the goods or services, owe and are
obligated to pay in cash the full amounts stated in the invoices according to
their terms, without any dispute, offset, defense or counterclaim that could
reasonably be expected to have, when aggregated with any such other disputes,
offsets, defenses or counterclaims, a Material Adverse Effect. Each of the
Credit Parties confirms to the Lenders that any and all taxes or fees relating
to its business, its sales, the Accounts or the goods relating thereto, are its
sole responsibility and that same will be paid by such Credit Party when due
(unless duly contested and adequately reserved for) and that none of said taxes
or fees is or will become a lien on or claim against the Accounts. Each of the
Credit Parties confirms to the Lenders that since January 1, 2005, (i) it has
not lost any account or customer which could reasonably be expected to have a
Material Adverse Effect and (ii) each written contract or other arrangement to
which any Credit Party is a party as to which the breach, nonperformance,
cancellation or failure to renew by any party thereto could materially adversely
effect the business, assets, operations, prospects or condition of such Credit
Party, are in full force and effect.

      6.27 [INTENTIONALLY OMITTED]

      6.28 KEY MEMBERS OF MANAGEMENT

      Attached hereto as Schedule 6.28 (as updated from time to time) is a true,
correct and complete list of the executive officers of the Credit Parties who
report to the Chief Executive Officer of the Company as of the date hereof
(collectively, the "Senior Management Members").

      6.29 ACCURACY AND COMPLETENESS OF INFORMATION

      All factual information heretofore, contemporaneously or hereafter
furnished by or on behalf of the Credit Parties in writing to the Administrative
Agent or any Lender for purposes of or in connection with this Credit Agreement
or any Credit Documents, or any transaction contemplated hereby or thereby is or
will be true and accurate in all material respects on the date as of which such
information is dated or certified and not incomplete by omitting to state any
material fact necessary to make such information not misleading at such time.
There is no fact now known to any Senior Officer of any Credit Party which has,
or would reasonably be expected to have, a Material Adverse Effect which fact
has not been set forth herein, in the Financial Statements, or any certificate,
opinion or other written statement made or furnished by any Credit Party to the
Administrative Agent.

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<PAGE>

      6.30 COMPLIANCE WITH OFAC RULES AND REGULATIONS.

      None of the Company, any Subsidiary of the Company or any Affiliate of the
Company (a) is a Sanctioned Person, (b) has more than 15% of its assets in
Sanctioned Countries, or (c) derives more than 15% of its operating income from
investments in, or transactions with Sanctioned Persons or Sanctioned Countries.
No part of the proceeds of any Loans or Letters of Credit hereunder will be used
directly or indirectly to fund any operations in, finance any investments or
activities in or make any payments to, a Sanctioned Person or a Sanctioned
Country.

      6.31 ANTI-TERRORISM LAWS.

      Neither the making of the Loans hereunder nor the Borrowers' use of the
proceeds thereof will violate the Patriot Act, the Trading with the Enemy Act,
as amended, or any of the foreign assets control regulations of the United
States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any
enabling legislation or executive order relating thereto, or is in violation of
any Federal statute or Presidential Executive Order, including without
limitation Executive Order 13224 66 Fed. Reg. 49079 (September 25, 2001)
(Blocking Property and Prohibiting Transactions with Persons who Commit,
Threaten to Commit or Support Terrorism)(collectively, "Anti-Terrorism Laws").

                                   ARTICLE VII

                              AFFIRMATIVE COVENANTS

      Each Borrower hereby covenants and agrees that so long as this Agreement
is in effect and until the Loans and LOC Obligations, together with interest,
fees and other Obligations hereunder, have been paid in full and the Commitments
and Letters of Credit hereunder shall have terminated that they will do or cause
to be done the following:

      7.1 INFORMATION COVENANTS

      The Borrowers will furnish, or cause to be furnished, to the
Administrative Agent and each Lender:

            (a) Annual Financial Statements. As soon as available and in any
event within ninety (90) days after the close of each fiscal year of the
Consolidated Parties, a consolidated balance sheet of the Consolidated Parties
as at the end of such fiscal year together with related consolidated statements
of income, shareholder's equity and of cash flows for such fiscal year, setting
forth in comparative form consolidated figures for the preceding fiscal year,
all in reasonable detail and audited by independent certified public accountants
of recognized national standing and whose opinion shall be to the effect that
such consolidated financial statements have been prepared in accordance with
GAAP and shall not be limited as to the scope of the audit or qualified as to
the status of the Consolidated Parties as a going concern. It is specifically
understood and agreed that failure of the annual financial statements to be
accompanied by an opinion of such accountants in form and substance as provided
herein shall constitute an Event of Default hereunder. The financial statements
delivered pursuant to this Section 7.1(a) will have been prepared in accordance
with GAAP and will present fairly the

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<PAGE>

consolidated financial condition, results of operations and cash flows of the
Consolidated Parties as of the date thereof.

            (b) Quarterly Financial Statements. As soon as available and in any
event within forty-five (45) days after the end of each Production Quarter
(other than the fourth Production Quarter, in which case ninety (90) days after
the end thereof) of each fiscal year of the Consolidated Parties, a consolidated
balance sheet and statements of income and of cash flows of the Consolidated
Parties as at the end of such quarterly period together with related
consolidated statements of retained earnings, shareholder's equity and of cash
flows for such quarterly period and for the portion of the fiscal year ending
with such period, in each case setting forth in comparative form figures for the
corresponding period of the preceding fiscal year, all in reasonable form and
detail acceptable to the Administrative Agent, and accompanied by a certificate
of a Senior Financial Officer of the Company as being true and correct and as
having been prepared in accordance with GAAP, subject to changes resulting from
audit and normal year-end audit adjustments. The financial statements delivered
pursuant to this Section 7.1(b) will have been prepared in accordance with GAAP
and will present fairly the consolidated financial condition, results of
operations and cash flows of the Consolidated Parties as of the date thereof.

            (c) Monthly Financial Statements. As soon as available and in any
event within thirty (30) days after the end of each Production Month of the
Consolidated Parties, (i) unaudited consolidated financial statements similar to
those required by clause (a) above as of the end of such period and for such
period then ended and for the period from the beginning of the current fiscal
year to the end of such period and (ii) unaudited balance sheets, income
statements and statements of cash flow by unit, in each case prepared in
accordance with GAAP (except that such monthly statements need not include
footnotes) and certified by a Senior Financial Officer of the Company.

            (d) Officer's Certificate. At the time of delivery of the financial
statements provided for in Sections 7.1(a) and (b), a certificate of a Senior
Financial Officer of the Company substantially in the form of Exhibit I to the
effect that no Default or Event of Default exists, or if any Default or Event of
Default does exist specifying the nature and extent thereof and what action the
Borrowers propose to take with respect thereto. In addition, for each fiscal
quarter and, if the Fixed Charge Coverage Ratio is required to be complied with
in accordance with Section 8.1, monthly, such certificate shall (i) demonstrate
compliance with the financial covenants contained in Article VIII by calculation
thereof as of the end of each such fiscal period and (ii) contain information
regarding expenditures made by the Credit Parties as to Permitted Investments
and Capital Expenditures during the prior fiscal quarter. In addition to the
foregoing, at the time of delivery of the financial statements provided for in
Sections 7.1(a) and (b), a certificate of the Company substantially in the form
of Exhibit L demonstrating the adjustments made to Consolidated Net Income
pursuant to subsection (iii) of Consolidated Net Income.

            (e) Auditor's Reports. Promptly upon receipt thereof, a copy of any
other report or "management letter" submitted by independent accountants to a
member of the Consolidated Parties in connection with any annual, interim or
special audit of the books of the Consolidated Parties.

                                       65
<PAGE>

            (f) SEC and Other Reports. Promptly upon transmission or receipt
thereof, (i) copies of any filings and registrations with, and material reports
to or from, the Securities and Exchange Commission, or any successor agency, and
copies of all financial statements, proxy statements, notices and reports as the
Consolidated Parties shall send to its shareholders or to the holders of any
other Indebtedness in their capacity as such holders and (ii) upon the request
of the Administrative Agent, all material reports and written information to and
from the United States Environmental Protection Agency, or any Canadian, state,
provincial or local agency responsible for environmental matters, the United
States Occupational Safety and Health Administration, or any Canadian, state,
provincial or local agency responsible for health and safety matters, or any
successor agencies or authorities concerning environmental, health or safety
matters relating to a member of the Consolidated Parties.

            (g) Notices. Each Borrower will give written notice to the
Administrative Agent (i) immediately of the occurrence of an event or condition
consisting of a Default or Event of Default, specifying the nature and existence
thereof and what action the Borrowers propose to take with respect thereto, and
(ii) promptly, but in any event within five (5) Business Days, following the
occurrence of any of the following with respect to a Credit Party (A) the
pendency or commencement of any litigation, arbitral or governmental proceeding
against such Credit Party which, if adversely determined, would have or
reasonably be expected to have, a Material Adverse Effect, (B) any levy of an
attachment, execution or other process against the assets of a Credit Party
having a value of $1,000,000 or more, (C) the occurrence of an event or
condition which shall constitute a default or event of default under any
Indebtedness of a member of the Consolidated Parties in excess of $1,000,000,
(D) any development in the business or affairs of any of the Consolidated
Parties which has resulted in, or which the Company reasonably believes may
result in, a Material Adverse Effect, (E) the institution of any proceedings
against a Credit Party with respect to, or the receipt of notice by such Person
of potential liability or responsibility for violation, or alleged violation of
any federal, foreign, state, provincial or local law, rule or regulation,
including but not limited to, Environmental Laws, the violation of which would
have or be reasonably expected to have a Material Adverse Effect or (F)
promptly, of any change in the name of any Credit Party.

            (h) Annual Budget and Projections. Not later than March 31st of each
fiscal year, an annual budget of the Consolidated Parties containing, among
other things, pro forma financial statements and projected loan usage and excess
availability on a quarterly basis under the Credit Agreement for such fiscal
year and financial and operational projections for such fiscal year.

            (i) Borrowing Base Certificate, etc.. Not later than 12:00 Noon on
the 25th day of each Production Month (or if such day is not a Business Day,
then on the next succeeding Business Day) and within three (3) Business Days
following the date of any Asset Disposition or Casualty Loss in excess of
$1,000,000, the Borrowers shall deliver a borrowing base certificate (the
"Borrowing Base Certificate") in substantially the form of Exhibit G hereto,
duly completed and certified by a Senior Financial Officer of the Company
detailing the Eligible Accounts Receivable and Eligible Inventory of the Credit
Parties as of the last day of the immediately preceding Production Month. In
addition, on the 25th day of each Production Month (or if such day is not a
Business Day, then on the next succeeding Business Day), the Company shall
furnish a written report to the Lenders setting forth (i) the accounts
receivable aged trial balance

                                       66
<PAGE>

at the immediately preceding Production Month end for each account debtor, (ii)
the accounts payable aging summary for the immediately preceding Production
Month, (iii) an inventory summary as of the immediately preceding Production
Month by inventory location and reflecting inventory composition (i.e, consigned
versus owned, raw versus work-in-process, finished goods versus MRO, etc. or any
such category as the Agent may request) and (iv) a sales and cash receipt
summary for such immediately preceding Production Month. Such aging reports
shall indicate which Accounts are current, up to 30, 30 to 60 and over sixty
(60) days past due and shall list the names of all applicable account debtors.
The Administrative Agent may, but shall not be required to, rely on each
Borrowing Base Certificate delivered hereunder as accurately setting forth the
available Borrowing Base for all purposes of this Credit Agreement until such
time as a new Borrowing Base Certificate is delivered to the Administrative
Agent in accordance herewith; Borrowing Base Certificates may be prepared and
submitted to the Lenders, and the Administrative Agent may request delivery of
Borrowing Base Certificates, on a more frequent basis than each Production
Month, provided that such certificate shall comply with the requirements set
forth elsewhere herein.

            (j) Other Information. With reasonable promptness upon any such
request, such other information regarding the business, properties or financial
condition of the Consolidated Parties as the Administrative Agent or the Lenders
may reasonably request.

      7.2 PRESERVATION OF EXISTENCE AND FRANCHISES

      Each Consolidated Party will do all things necessary to preserve and keep
(and will cause each of its Subsidiaries to keep) in full force and effect its
existence, franchises and authority, except for corporate reorganizations,
corporate dissolution and other similar transactions which would not have or
reasonably be expected to have a Material Adverse Effect.

      7.3 BOOKS AND RECORDS

      The Consolidated Parties will keep complete and accurate books and records
of its transactions in accordance with good accounting practices on the basis of
GAAP. In addition, each Credit Party will maintain books and records pertaining
to the Collateral in such detail, form and scope as is consistent with good
business practice.

      7.4 COMPLIANCE WITH LAW

      Each of the Consolidated Parties will comply with all material laws,
rules, regulations and orders of, and all applicable restrictions imposed by all
applicable Governmental Authorities applicable to it, including applicable
Environmental Laws if noncompliance would have or be reasonably likely to have a
Material Adverse Effect.

      7.5 PAYMENT OF TAXES AND OTHER INDEBTEDNESS

      Each of the Consolidated Parties will pay and discharge (a) all material
taxes, assessments and governmental charges or levies imposed upon it or them,
or upon its or their capital, income or profits, or upon any of its or their
properties, before they shall become delinquent, (b) all lawful claims
(including claims for labor, materials and supplies) which, if unpaid, would
give rise to a Lien or charge upon any of its or their properties, and (c)
except as prohibited hereunder, all of its

                                       67
<PAGE>

other Indebtedness as it shall become due; provided, however, that there is no
requirement to pay any such tax, assessment, charge, levy, claim or Indebtedness
which is being contested in good faith by appropriate proceedings and as to
which adequate reserves therefor have been established in accordance with GAAP,
unless the failure to make any such payment (i) shall give rise to an immediate
right to foreclosure on a Lien securing such amounts or (ii) otherwise would
have or reasonably be expected to have a Material Adverse Effect.

      7.6 INSURANCE; CASUALTY LOSS

            (a) Each of the Credit Parties will maintain comprehensive general
liability insurance covering third party property damage and insurance covering
the Collateral up to the replacement value thereof, with such insurance
companies, in such amounts and covering such risks as are at all times
satisfactory to the Administrative Agent in its commercially reasonable
judgment. The present coverage of the Credit Parties is outlined as to carrier,
policy number, expiration date, type and amount on Schedule 7.6 hereto. All
policies covering the Collateral are to name the applicable Credit Parties and
the Administrative Agent as loss payees in case of loss, as their interests may
appear, and are to contain such other provisions as the Administrative Agent may
reasonably require to fully protect such Agent's interest in the Collateral and
to any payments to be made under such policies. All comprehensive general
liability policies of the Credit Parties are to name the Administrative Agent
and each Lender as an additional insured. True copies of all original insurance
policies or certificates of insurance evidencing such insurance covering the
Collateral are to be delivered to the Administrative Agent on or prior to the
Closing Date, premium prepaid, with the loss payable endorsement in the
Administrative Agent's favor, and shall provide for not less than thirty (30)
days prior written notice to the Administrative Agent, of the exercise of any
right of cancellation. In the event any Credit Party fails to respond in a
timely and appropriate manner (as determined by the Administrative Agent in its
reasonable discretion) with respect to collecting under any insurance policies
required to be maintained under this Section 7.6, the Administrative Agent shall
have the right, in the name of itself or any Credit Party, to file claims under
such insurance policies, to receive and give acquittance for any payments that
may be payable thereunder, and to execute any and all endorsements, receipts,
releases, assignments, reassignments or other documents that may be necessary to
effect the collection, compromise or settlement of any claims under any such
insurance policies.

            (b) Each of the Credit Parties will provide written notice to the
Lenders of the occurrence of any of the following events within five (5)
Business Days after the occurrence of such event: any of the Collateral is (i)
damaged or destroyed, or suffers any other loss or (ii) is condemned,
confiscated or otherwise taken, in whole or in part, or the use thereof is
otherwise diminished so as to render impracticable or unreasonable the use of
such Collateral for the purpose to which such Collateral was used immediately
prior to such condemnation, confiscation or taking, by exercise of the powers of
condemnation or eminent domain or otherwise, and in either case the amount of
the damage, destruction, loss or diminution in value of such Collateral is in
excess of $500,000 (collectively, a "Casualty Loss"). Each Credit Party will
diligently file and prosecute its claim or claims for any award or payment in
connection with a Casualty Loss. In connection with any Casualty Loss, the
Credit Parties will pay to the Administrative Agent, promptly upon receipt
thereof, any and all insurance proceeds and payments received by any of the
Credit Parties on account of damage, destruction or loss of all or any portion
of the Collateral

                                       68
<PAGE>

and the Administrative Agent shall, at its election and in its sole discretion,
either (A) apply the proceeds realized from such loss to payment of accrued and
unpaid interest or outstanding principal of the Revolving Loans in accordance
with Section 4.4 hereof or (B) pay such proceeds to the Credit Parties to be
used to repair, replace or rebuild the Collateral or portion thereof that was
the subject of the loss. No settlement on account of any Casualty Loss shall be
made without the consent of the Lenders and (2) the Administrative Agent may
participate in any such proceedings and the Credit Parties will deliver to the
Administrative Agent such documents as may be requested by the Administrative
Agent in connection therewith and will consult with the Administrative Agent,
its attorneys and agents in the making and prosecution of such claim or claims.
Each of the Credit Parties hereby irrevocably authorizes and appoints the
Administrative Agent its attorney-in-fact, after the occurrence and continuance
of an Event of Default, to collect and receive for any such award or payment and
to file and prosecute such claim or claims, which power of attorney shall be
irrevocable and shall be deemed to be coupled with an interest, and each of the
Credit Parties shall, upon demand of the Administrative Agent, make, execute and
deliver any and all assignments and other instruments sufficient for the purpose
of assigning any such award or payment to the Administrative Agent for the
benefit of the Lenders, free and clear of any encumbrances of any kind or nature
whatsoever.

      7.7 MAINTENANCE OF PROPERTY

      Each of the Consolidated Parties will maintain and preserve its properties
and equipment used or necessary in its business (in whomever's possession as
they may be) in good repair, working order and condition, normal wear and tear
excepted (and having regard to their respective ages), and will make, or cause
to be made, in such properties and equipment from time to time all repairs,
renewals, replacements, extensions, additions, betterments and improvements
thereto as may be needed or proper, to the extent and in the manner customary
for companies in similar businesses.

      7.8 PERFORMANCE OF OBLIGATIONS

      Each of the Consolidated Parties will perform in all material respects all
of its obligations under the terms of all material agreements, indentures,
mortgages, security agreements or other debt instruments to which it is a party
or by which it is bound.

      7.9 ERISA

      Upon the Company or any ERISA Affiliate obtaining knowledge thereof, the
Company will give written notice to the Administrative Agent promptly (and in
any event within five (5) Business Days) of: (a) any event or condition,
including, but not limited to, any Reportable Event, that constitutes, or might
reasonably lead to, a ERISA Event; (b) with respect to any Multiemployer Plan,
the receipt of notice as prescribed in ERISA or otherwise of any withdrawal
liability assessed against the Company or any ERISA Affiliate, or of a
determination that any Multiemployer Plan is in reorganization or insolvent
(both within the meaning of Title IV of ERISA); (c) the failure to make full
payment on or before the due date (including extensions) thereof of all amounts
which the Company or any ERISA Affiliate is required to contribute to each
Single Employer Plan or Multiemployer Plan pursuant to its terms and as required
to meet the minimum funding standard set forth in ERISA and the Code with
respect thereto; or (d) any change in the funding status of any

                                       69
<PAGE>

Single Employer Plan that could have or be reasonably expected to have a
Material Adverse Effect; together, with a description of any such event or
condition or a copy of any such notice and a statement by a Senior Financial
Officer of the Company briefly setting forth the details regarding such event,
condition, or notice, and the action, if any, which has been or is being taken
or is proposed to be taken by the Company or any ERISA Affiliate with respect
thereto. Promptly upon request, the Company shall furnish the Administrative
Agent and the Lenders with such additional information concerning any Plan as
may be reasonably requested, including, but not limited to, copies of each
annual report/return (Form 5500 series), as well as all schedules and
attachments thereto required to filed with the DOL and/or the Internal Revenue
Service pursuant to ERISA and the Code, respectively, for each "plan year"
(within the meaning of Section 3(39) of ERISA).

      7.10 USE OF PROCEEDS

      The proceeds of the Loans hereunder will be used solely (a) for repayment
of certain amounts of existing Funded Debt of the Consolidated Parties, (b) for
general corporate, working capital purposes and capital expenditures of the
Credit Parties in the ordinary course of business and (c) as otherwise permitted
under this Agreement.

      7.11 ADDITIONAL SUBSIDIARIES

      Promptly, or in any event within thirty (30) days, upon any Person
becoming a direct or indirect U.S. Subsidiary of a Borrower, the Borrowers shall
so notify the Administrative Agent and shall cause (a) such Person to become a
Borrower hereunder pursuant to a Joinder Agreement, (b) the Collateral of such
Person to be pledged to the Lenders pursuant to a Security Document similar to
those executed by the Borrowers, (c) such Person to execute Revolving Notes in
favor of the Lenders and (d) such Person to deliver such other documentation as
the Administrative Agent may reasonably request in connection with the
foregoing, including, without limitation, appropriate UCC-1 Financing
Statements, Acknowledgment Agreements, certified resolutions and other
organizational and authorizing documents of such Person and favorable opinions
of counsel to such Person (which shall cover, among other things, the legality,
validity, binding effect and enforceability of the documentation referred to
above), all in form, content and scope reasonably satisfactory to the
Administrative Agent.

      7.12 AUDITS/INSPECTIONS

      Each of the Credit Parties agrees that the Administrative Agent or its
agents may enter upon the premises of any of the Credit Parties at any time and
from time to time, during normal business hours, upon reasonable notice and, on
and after the occurrence and during the continuation of an Event of Default
which continues and is continuing beyond the expiration of any grace or cure
period applicable thereto and which has not otherwise been waived by the
Administrative Agent, at any time at all, for the purpose of (a) enabling the
Administrative Agent's internal auditors or other designees to conduct field
examinations at such of the Credit Party's expense, (b) inspecting the
Collateral, (c) inspecting and/or copying (at the Credit Parties' expense) any
and all records pertaining thereto, (d) discussing the affairs, finances and
business of any Credit Party or with any officers, employees and directors of
any Credit Party with its certified independent accountant and (e) verifying
Eligible Accounts Receivable and/or Eligible Inventory. The Lenders, in the
reasonable discretion of the Administrative Agent, may

                                       70
<PAGE>

accompany the Administrative Agent at their sole expense in connection with the
foregoing inspections.

      7.13 INVENTORY

      Within thirty (30) days after the end of each month, upon the request of
the Administrative Agent from time to time, the Credit Parties will provide to
the Administrative Agent written statements listing categories of Inventory in
reasonable detail as requested by the Administrative Agent. The Credit Parties
will conduct annually a physical count of their Inventory and will provide the
Administrative Agent with prior written notice indicating when the physical
count is to be performed, and a copy of such count will be promptly supplied to
the Administrative Agent accompanied by a report of the value (valued at FIFO)
of such Inventory; provided that the Credit Parties will conduct such a physical
count at such other times and as of such dates as the Administrative Agent shall
reasonably request.

      7.14 COLLATERAL RECORDS

      Each Credit Party agrees to maintain such books and records regarding
Accounts and the other Collateral as the Administrative Agent may reasonably
require, and agrees that such books and records will reflect the Lenders'
interest in the Accounts and such other Collateral. Each of the Credit Parties
agrees to afford the Administrative Agent thirty (30) days prior written notice
of any change in the location at which any Collateral is stored or maintained
(other than Inventory held for shipment by third Persons, Inventory in transit,
Inventory held for processing by third Persons or immaterial quantities of
assets, equipment or Inventory) or in the location of its chief executive office
or place of business from the locations specified in Schedule 6.21, and to
execute in advance of such change, cause to be filed and/or delivered to the
Administrative Agent any financing statements or other documents required by the
Administrative Agent, all in form and substance satisfactory to the
Administrative Agent. Each of the Credit Parties agrees to advise the
Administrative Agent promptly, in sufficient detail, of any material change
relating to the type, quantity or quality of the Collateral or any event which
could reasonably be expected to have a Material Adverse Effect. Each of the
Credit Parties agrees to furnish any Lender with such other information
regarding its business affairs and financial condition as such Lender may
reasonably request from time to time.

      7.15 SECURITY INTERESTS

      Each Credit Party will defend all or any portion of the Collateral against
all claims and demands of all Persons at any time claiming the same or any
interest therein, except where the amount of such Collateral is immaterial and
the failure to so defend such Collateral would not reasonably be expected to
have a Material Adverse Effect. Each Credit Party agrees to comply with the
requirements of all state, provincial and federal laws in order to grant to the
Lenders a valid and perfected first security interest in the Collateral. The
Administrative Agent is hereby authorized by each Credit Party to file any
financing statements covering the Collateral. Each Credit Party agrees to do
whatever the Administrative Agent may reasonably request, from time to time, by
way of: filing notices of liens, financing statements, fixture filings and
amendments, renewals and continuations thereof; cooperating with the
Administrative Agent's custodians; keeping stock records; obtaining waivers from
landlords and mortgagees and from

                                       71
<PAGE>

warehousemen, fillers, processors and packers and their respective landlords and
mortgagees; paying claims, which might if unpaid, become a Lien (other than a
Permitted Lien) on the Collateral; and performing such further acts as the
Administrative Agent may require in order to effect the purposes of this Credit
Agreement and the other Credit Documents. Any and all fees, costs and expenses
of whatever kind and nature (including any Taxes, reasonable attorneys' fees or
costs for insurance of any kind), which the Administrative Agent may reasonably
incur with respect to the Collateral or the Obligations: in filing public
notices; in preparing or filing documents; making title examinations or
rendering opinions; in protecting, maintaining, or preserving the Collateral or
its interest therein; in enforcing or foreclosing the Liens hereunder, whether
through judicial procedures or otherwise; or in defending or prosecuting any
actions or proceedings arising out of or relating to its transactions with any
of the Credit Parties under this Credit Agreement or any other Credit Document,
will be borne and paid by the Credit Parties. If same are not promptly paid by
the Credit Parties, the Administrative Agent may pay same on the Credit Parties'
behalf, and the amount thereof shall be an Obligation secured hereby and due to
the Administrative Agent on demand.

      7.16 SCHEDULES OF ACCOUNTS AND PURCHASE ORDERS

      In furtherance of the continuing assignment and security interest in the
Accounts of each of the Credit Parties granted pursuant to the Security
Agreement, at the request of the Administrative Agent, upon the creation of
Accounts, each of the Credit Parties will execute and deliver to the
Administrative Agent in such form and manner as the Administrative Agent may
reasonably require, solely for its convenience in maintaining records of
collateral, such confirmatory schedules of Accounts, and other appropriate
reports designating, identifying and describing the Accounts as the
Administrative Agent may require. In addition, upon the Administrative Agent's
request, upon the occurrence and during the continuation of an Event of Default,
each Credit Party will provide the Administrative Agent with copies of
agreements with, or purchase orders from, the customers of each of the Credit
Parties, and copies of invoices to customers, proof of shipment or delivery and
such other documentation and information relating to said Accounts and other
collateral as the Administrative Agent may reasonably require. Failure to
provide the Administrative Agent with any of the foregoing shall in no way
affect, diminish, modify or otherwise limit the security interests granted
herein. Each Credit Party hereby authorizes the Administrative Agent to regard
such Credit Party's printed name or rubber stamp signature on assignment
schedules or invoices as the equivalent of a manual signature by such Credit
Party's authorized officers or agents.

      7.17 COLLECTION OF ACCOUNTS

      Unless an Event of Default has occurred and is continuing beyond the
expiration of the applicable grace or cure period, or has not otherwise been
waived by the Administrative Agent, each Credit Party may and will in accordance
with prudent business practices enforce, collect and receive all amounts owing
on the Accounts (subject to any amounts that such Credit Party is required to
rebate to the applicable account debtor pursuant to any agreement between such
Credit Party and such account debtor), for the Lenders' benefit and on the
Lenders' behalf but at the Credit Parties' expense in accordance with the
provisions of Section 3.1 or 3.2, as applicable; the Administrative Agent may,
and upon the request of the Required Lenders shall, shall terminate such
privilege, without notice to the Credit Parties which is hereby expressly waived
by

                                       72
<PAGE>

the Credit Parties, upon the occurrence of any Event of Default which occurs and
continues beyond the expiration of any applicable grace or cure period, or which
has not otherwise been waived by the Required Lenders. Any checks, cash, notes
or other instruments or property received by any Credit Party with respect to
any Accounts shall be held by such Credit Party in trust for the benefit of the
Lenders, separate from such Credit Party's own property and funds, and
immediately turned over to the Administrative Agent, with proper assignments or
endorsements. No checks, drafts or other instruments received by the Agent shall
constitute final payment unless and until such instruments have actually been
collected.

      7.18 NOTICE; CREDIT MEMORANDA; AND RETURNED GOODS

      Each Credit Party will notify the Administrative Agent promptly of any
matters materially affecting the value, enforceability or collectibility of any
Account, and of all material customer disputes, offsets, defenses,
counterclaims, returns and rejections, and all reclaimed or repossessed
merchandise or goods, provided, however, that such notice shall only be required
as to any such matter that affects Accounts outstanding at any one time from any
account debtor, which affected Accounts have a value greater than $500,000, or
to the extent that the outcome of such matter could reasonably be expected to
have a Material Adverse Effect. Each Credit Party will issue credit memoranda
promptly (with duplicates to the Administrative Agent upon its request for same)
upon accepting returns or granting allowances, and may continue to do so until
the occurrence of an Event of Default which continues beyond the expiration of
the applicable grace or cure period, or which has not otherwise been waived by
the Required Lenders or upon the request of the Administrative Agent or upon the
request of the Required Lenders. After the occurrence and during the continuance
of an Event of Default, each Credit Party agrees that all returned, reclaimed or
repossessed merchandise or goods shall be set aside by such Credit Party, marked
with the Lenders' name and held by such Credit Party for the Lenders' account as
owner and assignee.

      7.19 ACKNOWLEDGMENT AGREEMENTS

      Each Credit Party will use commercially reasonable efforts (which shall
not require any Credit Party to expend any material sums) to assist the
Administrative Agent in obtaining executed Acknowledgment Agreements from each
of the warehousemen, processors, packers, fillers, landlords and mortgagees with
whom such Credit Party conducts business from time to time or who have an
interest in any real property on which any of the Collateral is located.

      7.20 TRADEMARKS

      Each Consolidated Parties will do and cause to be done all things
necessary to preserve and keep in full force and effect all registrations of
trademarks, service marks and other marks, trade names or other trade rights
owned or licensed by such Consolidated Parties, except where the failure to do
so would not reasonably be expected to have a Material Adverse Effect.

      7.21 SPC MATTERS

      After the termination of the Permitted Securitization, promptly upon the
request of the Agent, the Company shall cause the SPC to merge with one or more
of the Borrowers or cause the assets of the SPC to be distributed to one or more
of the Borrowers.

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<PAGE>

                                  ARTICLE VIII

                               FINANCIAL COVENANTS

      Each Borrower hereby covenants and agrees that so long as this Agreement
is in effect and until the Loans and LOC Obligations, together with interest,
fees and other Obligations hereunder, have been paid in full and the Commitments
and Letters of Credit hereunder shall have terminated that they will do or cause
to be done the following:

      8.1 FIXED CHARGE COVERAGE RATIO

      During any period beginning on the date on which the Obligations
outstanding shall equal or exceed $18,000,000 and continuing until the
termination of this Credit Agreement and the repayment in full of all
Obligations hereunder, the Consolidated Parties shall maintain a Fixed Charge
Coverage Ratio of not less than the following amounts as of the last day of each
month ended in the periods indicated below:

<TABLE>
<CAPTION>
                         Period                              Ratio
-------------------------------------------------------   -----------
<S>                                                       <C>
1st Fiscal Quarter 2005 through 1st Fiscal Quarter 2006   1.00 to 1.0
2nd Fiscal Quarter 2006 through 3rd Fiscal Quarter 2006   1.05 to 1.0
4th Fiscal Quarter 2006 through 2nd Fiscal Quarter 2007   1.10 to 1.0
3rd Fiscal Quarter 2007                                   1.15 to 1.0
4th Fiscal Quarter 2007 and thereafter                    1.20 to 1.0
</TABLE>

      8.2 CAPITAL EXPENDITURES

      The Consolidated Parties shall not make Consolidated Capital Expenditures
in excess of $15,000,000 during any fiscal year.

      8.3 MINIMUM CONSOLIDATED EBITDA

      Commencing with the fiscal quarter of the Consolidated Parties ending
April 3, 2005, Consolidated EBITDA for the Consolidated Parties shall be greater
than or equal to the following amounts for the indicated fiscal quarter,
calculated on a rolling four quarter basis:

                                       74
<PAGE>

<TABLE>
<CAPTION>
                           Minimum Consolidated
     Fiscal Quarter               EBITDA
-----------------------    --------------------
<S>                        <C>
1st Fiscal Quarter 2005        $33,500,000
2nd Fiscal Quarter 2005        $27,500,000
3rd Fiscal Quarter 2005        $30,000,000
4th Fiscal Quarter 2005        $32,000,000
1st Fiscal Quarter 2006        $33,500,000
2nd Fiscal Quarter 2006        $34,500,000
3rd Fiscal Quarter 2006        $36,000,000
4th Fiscal Quarter 2006        $37,000,000
1st Fiscal Quarter 2007        $37,000,000
2nd Fiscal Quarter 2007        $38,500,000
3rd Fiscal Quarter 2007        $39,500,000
4th Fiscal Quarter 2007        $41,000,000
    and thereafter
</TABLE>

      8.4 MINIMUM EXCESS AVAILABILITY

      Excess Availability shall be at least $5,000,000 at all times.

                                   ARTICLE IX

                               NEGATIVE COVENANTS

      Each Borrower hereby covenants and agrees that so long as this Agreement
is in effect and until the Loans and LOC Obligations, together with interest,
fees and other Obligations hereunder, have been paid in full and the Commitments
and Letters of Credit hereunder shall have terminated that it will do or cause
to be done the following:

      9.1 INDEBTEDNESS

      The Consolidated Parties will not contract, create, incur, assume or
permit to exist any Indebtedness, except:

            (a) Indebtedness arising under this Agreement and the other Credit
Documents or any Interest Rate Protection Agreement;

            (b) Indebtedness existing as of the Closing Date as referenced in
Section 6.9 (and renewals, refinancings or extensions thereof, in whole or in
part, on terms and conditions substantially the same as such existing
Indebtedness and in a principal amount not in excess of that outstanding as of
the date of such renewal, refinancing or extension);

            (c) Indebtedness in respect of current accounts payable and accrued
expenses incurred in the ordinary course of business including, to the extent
not current, accounts payable and accrued expenses that are subject to bona fide
dispute;

            (d) purchase money Indebtedness (including capital leases and
synthetic leases) incurred by the Consolidated Parties to finance the purchase
of fixed assets; provided that

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(i) the total of all such Indebtedness for all of the Consolidated Parties taken
together shall not exceed an aggregate principal amount of $2,500,000 at any one
time outstanding (including any such Indebtedness referred to in subsection (b)
above); (ii) such Indebtedness when incurred shall not exceed the purchase price
of the asset(s) financed; and (iii) no such Indebtedness shall be refinanced for
a principal amount in excess of the principal balance outstanding thereon at the
time of such refinancing;

            (e) unsecured Indebtedness owing from one Credit Party to another
Credit Party;

            (f) the guaranty by one Credit Party of another Credit Party's
Indebtedness, to the extent such Indebtedness is permitted hereunder;

            (g) Indebtedness of the Company arising under the 2008 Senior Note
Indenture and the 2008 Senior Notes in an aggregate principal amount of up to
$150,000,000;

            (h) Indebtedness of the Company arising under the 2009 Senior Note
Indenture and the 2009 Senior Notes in an aggregate principal amount of up to
$120,000,000 (and renewals, exchanges, refinancings or extensions thereof, in
whole or in part, on terms and conditions substantially the same as such
existing Indebtedness and in a principal amount not in excess of that
outstanding as of the date of such renewal, exchange, refinancing or extension);

            (i) Indebtedness in respect of Existing Letters of Credit;

            (j) Indebtedness of non-Credit Party, Consolidated Parties to Credit
Parties, permitted pursuant to clause (k) of the definition of Permitted
Investments;

            (k) the Guaranty dated September 22, 2004 by the Company in favor of
Cambridge 16, S. de R.L. de C.V. ("Landlord"), guarantying obligations under
that certain Lease dated September 22, 2004 between Landlord and WLVN de
Latinoamerica, S. de. R.L. de C.V. not exceeding $10.0 million in the aggregate;

            (l) Indebtedness incurred in connection with the Permitted
Securitization; and

            (m) other Indebtedness, so long as (i) such Indebtedness is
unsecured; (ii) no Default or Event of Default shall exist immediately prior to
or after the incurrence of such Indebtedness; (iii) the Borrowers shall be in
pro forma compliance with all financial covenants contained in Article VIII
hereof; (iv) the documentation evidencing such Indebtedness shall not contain
covenants which are more restrictive than the covenants contained herein and (v)
such Indebtedness shall not exceed an aggregate principal amount of $5,000,000
at any one time outstanding.

      9.2 LIENS

      No Consolidated Party shall contract, create, incur, assume or permit to
exist any Lien except for Permitted Liens; provided that in no event shall any
Consolidated Party contract, create, incur, assume or permit to exist any Lien
on any of its Capital Stock except for Liens arising under

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this Agreement and the other Credit Documents or any Interest Rate Protection
Agreement to secure the Obligations.

      9.3 NATURE OF BUSINESS

      No Consolidated Party shall substantively alter the character of its
business from that conducted as of the Closing Date.

      9.4 CONSOLIDATION OR MERGER

      No Consolidated Party shall dissolve, liquidate or wind up its affairs or
enter into any transaction of merger, amalgamation or consolidation; provided,
however, that (i) the Company may merge or consolidate with any Subsidiary so
long as the Company shall be the continuing or surviving corporation, (ii) any
Credit Party (other than the Company) may merge or consolidate with any other
Credit Party, (iii) any Subsidiary of the Company that is not a Credit Party may
be merged with or into any other Subsidiary of the Company that is not a Credit
Party and (iv) any Subsidiary of the Company that is not a Credit Party may
merge or consolidate with any Credit Party so long as the Credit Party shall be
the continuing or surviving corporation.

      9.5 SALE OR LEASE OF ASSETS

      No Consolidated Party will convey, sell, lease, assign, transfer or
otherwise dispose of any assets (including the Capital Stock of any Subsidiary
of the Company) other than (a) sales of Inventory in the ordinary course of
business, (b) sales or other dispositions in the ordinary course of business of
assets or properties that are obsolete or that are no longer used or useful in
the conduct of such Borrower's or Subsidiary's business (not to exceed in the
aggregate in any fiscal year assets with a net book value of $3,000,000), (c)
[intentionally omitted], (d) sales in the ordinary course of business of assets
or properties (other than Inventory) used in such Borrower's or Subsidiary's
business that are worn out or in need of replacement and that are replaced with
assets of reasonably equivalent value or utility, (e) sales, leases,
assignments, transfers and other dispositions among the Credit Parties, (f)
sales of assets or properties set forth on Schedule 9.5; provided, that the net
cash proceeds of such sales are applied in accordance with Section 4.4(b)(ii),
(g) dispositions of equipment to WLVN de Latinoamerica, S. de. R.L. de C.V. and
WLV Mexico, S. de. R.L. de C.V. not to exceed equipment with a net book value of
$12.5 million in the aggregate (when added to any Investments made as permitted
under clause (q) of the definition of Permitted Investments); (h) sales or other
dispositions of accounts receivables in connection with the Permitted
Securitization; and (i) sales, leases, assignments, transfers and other
dispositions approved by the Required Lenders.

      9.6 ACQUISITIONS

      The Consolidated Parties will not make any Acquisitions.

      9.7 TRANSACTIONS WITH AFFILIATES

      The Consolidated Parties will not enter into any transaction or series of
transactions (other than transactions between the Credit Parties), whether or
not in the ordinary course of business, with any officer, director, shareholder,
Subsidiary or Affiliate except (i) upon terms and conditions that

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would be obtainable in a comparable arm's-length transaction with a Person other
than an Affiliate, (ii) employment arrangements, payment of directors' fees, and
transactions pursuant to employees' and directors' stock option plans, each in
the ordinary course of business and (iii) transactions permitted pursuant to
Sections 9.4, 9.5, or 9.11.

      9.8 OWNERSHIP OF SUBSIDIARIES

      The Credit Parties will not sell, transfer or otherwise dispose of, any
shares of capital stock of any of their Subsidiaries who are Credit Parties, or
permit any of their Subsidiaries who are Credit Parties to issue, sell or
otherwise dispose of, any shares of capital stock of any of their Subsidiaries,
except to other Credit Parties.

      9.9 FISCAL YEAR

      The Consolidated Parties will not change any of their respective fiscal
years without the prior written consent of the Required Lenders.

      9.10 INVESTMENTS

      The Consolidated Parties will not make any Investments except for
Permitted Investments.

      9.11 RESTRICTED PAYMENTS

      The Consolidated Parties will not make a Restricted Payment, other than
(a) dividends, distributions or other payments from any Subsidiary to any
Borrower or from any Consolidated Party to a Credit Party, (b) dividends payable
solely in the same class of Capital Stock of the Company, (c) [intentionally
omitted], and (d) dividends, distributions or other payments applied to the
payment of the 2008 Senior Notes and to the payment of the 2009 Senior 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 and
the terms and provisions of the 2009 Senior Note Indenture.

      9.12 NO ADDITIONAL BANK ACCOUNTS

      The Credit Parties will not open, maintain or otherwise have any checking,
savings or other accounts at any bank or other financial institution, or any
other account where money is or may be deposited or maintained with any Person,
other than the accounts set forth on Schedule 9.12 hereto and, after the Closing
Date, such other accounts so long as each such account is subject to a tri-party
lockbox or other blocked account agreement satisfactory to the Administrative
Agent. To the extent required by Section 3.1 or 3.2, as the case may be, all
such checking, savings or other accounts of the Credit Parties shall be under
the sole dominion and control of the Administrative Agent in accordance with
Section 3.1 or 3.2.

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      9.13 AMENDMENTS OF ORGANIZATIONAL DOCUMENTS, ETC

      The Consolidated Parties will not, without the prior written consent of
the Administrative Agent, amend, modify, cancel or terminate or permit the
amendment, modification, cancellation of the Articles or Certificate of
Incorporation or other equivalent organizational document of any of the
Consolidated Parties, except to the extent (i) permitted under Section 7.2 and
Section 9.4 and (ii) such amendment or modification would not materially
adversely effect the Lenders. The Consolidated Parties will not, without the
prior written consent of the Administrative Agent, amend, modify, cancel or
terminate or permit the amendment or modification of the Consignment Agreement
or the agreements evidencing the Permitted Securitization except to the extent
such amendment or modification would not (a) make the covenants or events of
default contained therein more restrictive or (b) materially adversely effect
the Lenders.

      9.14 ADDITIONAL NEGATIVE PLEDGES

      The Consolidated Parties will not create or otherwise cause or suffer to
exist or become effective, directly or indirectly, (i) any prohibition or
restriction (including any agreement to provide equal and ratable security to
any other Person in the event a Lien is granted to or for the benefit of the
Administrative Agent and the Lenders) on the creation or existence of any Lien
upon the assets of any Consolidated Party, other than (x) Permitted Liens and
(y) the 2008 Senior Note Indenture and the 2009 Senior Note Indenture or (ii)
any contractual obligation which may restrict or inhibit the Administrative
Agent's rights or ability to sell or otherwise dispose of the Collateral or any
part thereof after the occurrence of an Event of Default.

      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 or the 2009 Senior 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 or the 2009 Senior
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
or the 2009 Senior Notes, except for (a) scheduled payments required by the
terms of the documents and instruments evidencing 2008 Senior Notes and the 2009
Senior 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.

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      9.16 LICENSES, ETC

      The Consolidated Parties will not enter into licenses of, or otherwise
restrict the use of, any patents, trademarks or copyrights which would prevent
any Consolidated Party from selling, transferring, encumbering or otherwise
disposing of any such patent, trademark or copyright.

      9.17 LIMITATIONS

      The Consolidated Parties will not, directly or indirectly, create or
otherwise cause, incur, assume, suffer or permit to exist or become effective
any consensual encumbrance or restriction of any kind on the ability of any
Consolidated Party to (a) pay dividends or make any other distribution on any of
its Capital Stock, (b) pay any Indebtedness owed to a Credit Party, (c) make
loans or advances to a Credit Party or (d) transfer any of its property to a
Credit Party, except for encumbrances or restrictions existing under or by
reason of (i) customary non-assignment provisions in any lease governing a
leasehold interest, (ii) any agreement or other instrument of a Person existing
at the time it becomes a Subsidiary of a Borrower; provided that such
encumbrance or restriction is not applicable to any other Person, or any
property of any other Person, other than such Person becoming a Subsidiary of a
Borrower and was not entered into in contemplation of such Person becoming a
Subsidiary of a Borrower, (iii) this Credit Agreement and the other Credit
Documents and (iv) the 2008 Senior Note Indenture and the 2009 Senior Note
Indenture.

                                   ARTICLE X

                                     POWERS

      10.1 APPOINTMENT OF ADMINISTRATIVE AGENT AS ATTORNEY-IN-FACT

            (a) Power of Administrative Agent. Each Borrower hereby irrevocably
authorizes and appoints the Administrative Agent, or any Person or agent the
Administrative Agent may designate, as such Borrower's attorney-in-fact, at the
Borrowers' cost and expense, to exercise, subject to the limitations set forth
in Section 10.2, all of the following powers, which being coupled with an
interest, shall be irrevocable until all of the Obligations to the Lenders have
been paid and satisfied in full (other than contingent indemnification
obligations) and all of the Commitments have been terminated:

                  (i) To receive, take, endorse, sign, assign and deliver, all
      in the name of the Administrative Agent, the Lenders or such Borrower, as
      the case may be, any and all checks, notes, drafts, and other documents or
      instruments relating to the Collateral;

                  (ii) To receive, open and dispose of all mail addressed to
      such Borrower and to notify postal authorities to change the address for
      delivery thereof to such address as the Administrative Agent may
      designate;

                  (iii) To request at any time from customers indebted on
      Accounts, in the name of such Borrower or a third party designee of the
      Administrative Agent, information concerning the Accounts and the amounts
      owing thereon;

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                  (iv) To give customers indebted on Accounts notice of the
      Lenders' interest therein, and/or to instruct such customers to make
      payment directly to the Administrative Agent for such Borrower's account;
      and

                  (v) To take or bring, in the name of the Administrative Agent,
      the Lenders or such Borrower, all steps, actions, suits or proceedings
      deemed by the Administrative Agent necessary or desirable to enforce or
      effect collection of the Accounts.

      10.2 LIMITATION ON EXERCISE OF POWER

      Notwithstanding anything hereinabove to the contrary, the powers set forth
in Section 10.1(a) and (b) above may only be exercised by the Administrative
Agent on and after the occurrence and during the continuation of an Event of
Default which has not otherwise been waived by the Administrative Agent.

                                   ARTICLE XI

                         EVENTS OF DEFAULT AND REMEDIES

      11.1 EVENTS OF DEFAULT

      An Event of Default shall exist upon the occurrence of any of the
following specified events (each an "Event of Default"):

            (a) Payment. Any Borrower shall default in the payment of (i) any
principal owing hereunder, under any of the Credit Documents or in connection
herewith when due or (ii) any interest, fees or other amounts owing hereunder,
under any of the other Credit Documents or in connection herewith within five
days after the date due;

            (b) Representations. Any representation, warranty or statement made
or deemed to be made by any Credit Party herein, in any of the Credit Documents,
or in any written statement or certificate delivered pursuant hereto or thereto
shall prove untrue in any material respect on the date as of which it was made
or deemed to have been made;

            (c) Covenants. Any Credit Party shall

                  (i) default in the due performance or observance of any term
      condition or agreement contained in Sections 7.1(i), 7.12, Article VIII or
      Article IX, or

                  (ii) default in the due performance or observance of any term
      or condition in Section 7.1(a), (b), (c) or (d) and such default shall
      remain unremedied for a period of fifteen (15) Business Days after the
      occurrence thereof.

                  (iii) default in the due performance or observance of any
      term, covenant or agreement (other than those referred to in subsections
      (a), (b), (c)(i) or (c)(ii)

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      of this Section 11.1) contained in this Agreement and such default shall
      continue unremedied for a period of thirty (30) days after the occurrence
      thereof;

            (d) Other Credit Documents. (i) Any Credit Party shall default in
the due performance or observance of any term, covenant or agreement in any of
the other Credit Documents (subject to applicable grace or cure periods, if
any), or (ii) any covenant, agreement or obligation of any party (other than the
Administrative Agent or any of the Lenders) contained in or evidenced by any of
the Credit Documents shall cease to be enforceable in accordance with its terms,
or any party (other than the Administrative Agent or the Lenders) to any Credit
Document shall deny or disaffirm its obligations under any of the Credit
Documents, or any Credit Document shall be canceled, terminated, revoked or
rescinded without the express prior written consent of the Administrative Agent,
or any action or proceeding shall have been commenced by any Person (other than
the Administrative Agent or any Lender) seeking to cancel, revoke, rescind or
disaffirm the obligations of any party to any Credit Document, or any court or
other Governmental Authority shall issue a judgment, order, decree or ruling to
the effect that any of the obligations of any party to any Credit Document are
illegal, invalid or unenforceable;

            (e) Termination Event, Etc. The occurrence of an amortization event,
termination event, event of default or other similar event under the Permitted
Securitization or the occurrence of an event of default under the Consignment
Agreement;

            (f) Bankruptcy, etc. The occurrence of any Bankruptcy Event with
respect to a Credit Party;

            (g) Defaults under Other Agreements. With respect to any
Indebtedness in excess of $2,500,000 (other than Indebtedness outstanding under
this Agreement), the 2008 Senior Notes, the 2009 Senior Notes or any Interest
Rate Protection Agreement, (i) a Credit Party shall (A) default in any payment
(beyond the applicable grace period with respect thereto, if any, but not more
than ten(10) days) with respect to any such Indebtedness, or (B) default in the
observance or performance relating to such Indebtedness or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other
event or condition shall occur or condition exist, the effect of which default
or other event or condition is to cause, or permit, the holder or holders of
such Indebtedness (or trustee or agent on behalf of such holders) to cause
(determined without regard to whether any notice or lapse of time is required),
any such Indebtedness to become due prior to its stated maturity; or (ii) any
such Indebtedness shall be declared due and payable, or required to be prepaid
other than by a regularly scheduled required prepayment, prior to the stated
maturity thereof;

            (h) Judgments. One or more judgments or decrees shall be entered
against a Credit Party involving a liability of $2,500,000 or more in the
aggregate (to the extent not paid or fully covered by insurance (subject to
payment of the applicable deductible) provided by a carrier who, upon request,
has not denied coverage) and any such judgments or decrees shall not have been
vacated, discharged, stayed or bonded pending appeal within thirty (30) days
from the entry thereof;

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            (i) ERISA. Any Termination Event with respect to a Benefit Plan
shall have occurred and be continuing thirty (30) days after notice thereof
shall have been given to the Company by the Agent or any Lender, and the then
current value of such Benefit Plan's benefits guaranteed under Title IV of ERISA
exceeds the then current value of such Benefit Plan's assets allocable to such
benefits by more than $100,000 (or in the case of a Termination Event involving
the withdrawal of a substantial employer, the withdrawing employer's
proportionate share of such excess exceeds such amount);

            (j) Ownership. There shall occur a Change of Control; or

            (k) Defective Liens. Any other Credit Document shall fail to be in
full force and effect or to give the Administrative Agent and/or the Lenders the
security interests, liens, rights, powers and privileges purported to be created
thereby (except as such documents may be terminated or no longer in force and
effect in accordance with the terms thereof, other than those indemnities and
provisions which by their terms shall survive).

      11.2 ACCELERATION; REMEDIES

      Upon the occurrence of an Event of Default, and at any time thereafter,
the Administrative Agent shall, upon the request and direction of the Required
Lenders, by written notice to the Borrowers, take any of the following actions
without prejudice to the rights of the Administrative Agent or any Lender to
enforce its claims against any Credit Party, except as otherwise specifically
provided for herein:

            (a) Termination of Commitments. Declare the Commitments terminated
whereupon the Commitments shall be immediately terminated.

            (b) Acceleration of Loans. Declare the unpaid principal of and any
accrued interest in respect of all Loans and any and all other indebtedness or
obligations of any and every kind owing by the Borrowers to any of the Lenders
hereunder to be due whereupon the same shall be immediately due and payable
without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by the Borrowers.

            (c) Cash Collateral. Direct the Borrowers to pay (and the Borrowers
agree that upon receipt of such written notice, or upon the occurrence of an
Event of Default under Section 11.1(f), they will immediately pay) to the
Administrative Agent additional cash, to be held by the Administrative Agent,
for the benefit of the Lenders, in a cash collateral account as security for the
LOC Obligations in respect of subsequent drawings under all then outstanding
Letters of Credit in an aggregate amount equal to 105% of the maximum aggregate
amount which may be drawn under all Letters of Credits then outstanding. Accrued
interest on the cash collateral account shall be for the account of the
Borrowers, subject to the prior payment in full in cash of all of the
Obligations.

            (d) Enforcement of Rights. Enforce any and all rights and interests
created and existing under the Credit Documents or at law, including, without
limitation, the Security Agreement, the Pledge Agreement, and all rights of
set-off.

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Notwithstanding the foregoing, if an Event of Default specified in Section
11.1(f) shall occur, then the Commitments shall automatically terminate and all
Loans, all reimbursement obligations under Letters of Credit, all accrued
interest in respect thereof, all accrued and unpaid fees and other indebtedness
or obligations owing to the Lenders hereunder shall immediately become due and
payable without the giving of any notice or other action by the Agent or the
Lenders which notice or other action is expressly waived by the Borrowers.

                                   ARTICLE XII

                                   TERMINATION

      Except as otherwise provided in Article XI of this Credit Agreement, the
Commitments made hereunder shall terminate on the Maturity Date, and all then
outstanding Loans and LOC Obligations shall be immediately due and payable in
full. The Credit Parties may terminate in full the Commitments hereunder at any
time and all then outstanding Loans and LOC Obligations shall be immediately due
and payable in full. Unless sooner demanded in accordance with this Agreement,
all Obligations shall become due and payable as of any termination hereunder or
under Article XI and, pending a final accounting, the Administrative Agent may
withhold, or cause to be withheld, any balances in the Borrowers' Loan accounts,
in an amount sufficient, in the Administrative Agent's reasonable discretion, to
cover all of the Obligations, whether absolute or contingent, unless supplied
with a satisfactory indemnity to cover all of such Obligations. All of the
Agent's and the Lenders' rights, liens and security interests shall continue
after any termination until all Obligations have been paid and satisfied in
full.

                                  ARTICLE XIII

                                    THE AGENT

      13.1 APPOINTMENT

      Each Lender hereby designates and appoints Wachovia as Administrative
Agent to act as specified herein and the other Credit Documents, and each such
Lender hereby authorizes the Administrative Agent as the agent for such Lender,
to take such action on its behalf under the provisions of this Agreement and the
other Credit Documents and to exercise such powers and perform such duties as
are expressly delegated by the terms hereof and of the other Credit Documents,
together with such other powers as are reasonably incidental thereto, including,
without limitation, holding all Collateral and all payments of principal,
interest, fees, charges and expenses received pursuant to this Credit Agreement
or any other Credit Document for the benefit of the Lenders. Notwithstanding any
provision to the contrary elsewhere herein and in the other Credit Documents,
the Agent shall not have any duties or responsibilities, except those expressly
set forth herein and therein, or any fiduciary relationship with any Lender, and
no implied covenants, functions, responsibilities, duties, obligations or
liabilities shall be read into this Agreement or any of the other Credit
Documents, or shall otherwise exist against the Agent. The provisions of this
Article are solely for the benefit of the Agent and the Lenders and none of the
Consolidated Parties

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shall have any rights as a third party beneficiary of the provisions hereof. In
performing its functions and duties under this Agreement and the other Credit
Documents, the Agent shall act solely as agent of the Lenders and do not assume
and shall not be deemed to have assumed any obligation or relationship of agency
or trust with or for the Borrowers or any of the Consolidated Parties.

      Without limiting the generality of this Section 13.1, each Lender
expressly authorizes the Administrative Agent to determine, subject to the terms
of this Credit Agreement, on behalf of such Lender whether or not Accounts shall
be deemed to constitute Eligible Accounts Receivable or Inventory shall be
deemed to constitute Eligible Inventory, to deduct reserves from the Borrowing
Base, and to increase and decrease such reserves from time to time. Such
authorization may be withdrawn by the Required Lenders; provided, however, that
unless otherwise agreed by the Administrative Agent such withdrawal of
authorization shall not become effective until the thirtieth Business Day after
receipt of such notice by the Administrative Agent. Thereafter, the Required
Lenders shall jointly instruct the Administrative Agent in writing regarding
such matters with such frequency as the Required Lenders shall jointly
determine.

      13.2 DELEGATION OF DUTIES

      The Agent may execute any of their respective duties hereunder or under
the other Credit Documents by or through agents or attorneys-in-fact and shall
be entitled to advice of counsel concerning all matters pertaining to such
duties. The Agent shall not be responsible for the negligence or misconduct of
any agents or attorneys-in-fact selected with reasonable care.

      13.3 EXCULPATORY PROVISIONS

      The Agent or any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates shall not be (a) liable for any action lawfully
taken or omitted to be taken by it or such Person under or in connection
herewith or in connection with any of the other Credit Documents (except for its
or such Person's own gross negligence or willful misconduct), or (b) responsible
in any manner to any of the Lenders for any recitals, statements,
representations or warranties made by any of the Consolidated Parties contained
herein or in any of the other Credit Documents or in any certificate, report,
statement or other document referred to or provided for in, or received by the
Agent under or in connection herewith or in connection with the other Credit
Documents, or enforceability or sufficiency therefor of any of the other Credit
Documents, or for any failure of any of the Borrowers to perform its obligations
hereunder or thereunder. The Agent shall not be responsible to any Lender for
the effectiveness, genuineness, validity, enforceability, collectibility or
sufficiency of this Agreement, or any of the other Credit Documents or for any
representations, warranties, recitals or statements made herein or therein or
made by the Borrowers or any of the Consolidated Parties in any written or oral
statement or in any financial or other statements, instruments, reports,
certificates or any other documents in connection herewith or therewith
furnished or made by the Agent to the Lenders or by or on behalf of the
Consolidated Parties to the Agent or any Lender or be required to ascertain or
inquire as to the performance or observance of any of the terms, conditions,
provisions, covenants or agreements contained herein or therein or as to the use
of the proceeds of the Loans or of the existence or possible existence of any
Default or Event of Default or to inspect the properties,

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books or records of the Consolidated Parties. The Agent is not a trustee for the
Lenders and owes no fiduciary duty to any of the Lenders.

      13.4 RELIANCE ON COMMUNICATIONS

      The Agent shall be entitled to rely, and shall be fully protected in
relying, upon any note, writing, resolution, notice, consent, certificate,
affidavit, letter, cablegram, e-mail, telegram, telecopy, telex or teletype
message, statement, order or other document or conversation believed by it to be
genuine and correct and to have been signed, sent or made by the proper Person
or Persons and upon advice and statements of legal counsel (including, without
limitation, counsel to the Borrowers or any of the Consolidated Parties,
independent accountants and other experts selected by the Administrative Agent
with reasonable care). The Agent may deem and treat the Lenders as the owner of
its respective interests hereunder for all purposes unless a written notice of
assignment, negotiation or transfer thereof shall have been filed with the Agent
in accordance with Section 14.3(b). The Agent shall be fully justified in
failing or refusing to take any action under this Agreement or under any of the
other Credit Documents unless it shall first receive such advice or concurrence
of the Required Lenders as it deems appropriate or it shall first be indemnified
to its satisfaction by the Lenders against any and all liability and expense
which may be incurred by it by reason of taking or continuing to take any such
action. The Agent shall in all cases be fully protected in acting, or in
refraining from acting, hereunder or under any of the other Credit Documents in
accordance with a request of the Required Lenders (or to the extent specifically
provided in Section 14.6, all the Lenders) and such request and any action taken
or failure to act pursuant thereto shall be binding upon all the Lenders
(including their successors and assigns).

      13.5 NOTICE OF DEFAULT

      The Agent shall not be deemed to have knowledge or notice of the
occurrence of any Default or Event of Default hereunder unless the Agent has
received notice from a Lender or a Consolidated Parties referring to the Credit
Document, describing such Default or Event of Default and stating that such
notice is a "notice of default." In the event that the Agent receives such a
notice, the Agent shall give prompt notice thereof to the Lenders. The
Administrative Agent shall take such action with respect to such Default or
Event of Default as shall be directed by the Required Lenders.

      13.6 NON-RELIANCE ON AGENT AND OTHER LENDERS

      Each Lender expressly acknowledges that neither of the Agent nor any of
its officers, directors, employees, agents, attorneys-in-fact or affiliates
(including, without limitation, Wachovia Capital Markets, LLC (the "Arranger");
it being understood that each reference to affiliate in this Section 13.6 shall
include the Arranger) has made any representations or warranties to it and that
no act by the Agent or any affiliate thereof hereinafter taken, including any
review of the affairs of the Consolidated Parties, shall be deemed to constitute
any representation or warranty by the Agent to any Lender. Each Lender
represents to the Agent that it has, independently and without reliance upon the
Agent or any other Lender, and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, assets, operations, property, financial and other conditions,
prospects and creditworthiness of the Consolidated Parties and made its own
decision to make its Loans hereunder and enter into this

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Agreement. Each Lender also represents that it will, independently and without
reliance upon the Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement, and to make such investigation as it deems necessary to inform
itself as to the business, assets, operations, property, financial and other
conditions, prospects and creditworthiness of the Consolidated Parties. Except
for notices, reports and other documents expressly required to be furnished to
the Lenders by the Agent hereunder, the Agent shall not have any duty or
responsibility to provide any Lender with any credit or other information
concerning the business, operations, assets, property, financial or other
conditions, prospects or creditworthiness of the Consolidated Parties which may
come into the possession of the Agent or any of its respective officers,
directors, employees, agents, attorneys-in-fact or affiliates.

      13.7 INDEMNIFICATION

      The Lenders agree to indemnify the Agent in its capacity as such (to the
extent not reimbursed by the Borrowers and without limiting the obligation of
the Borrowers to do so), ratably according to their respective Commitments, from
and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever which may at any time (including without limitation at any time
following the payment of the Obligations) be imposed on, incurred by or asserted
against the Agent in its respective capacity as such in any way relating to or
arising out of this Agreement or the other Credit Documents or any documents
contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by the Agent under
or in connection with any of the foregoing; provided that no Lender shall be
liable for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from the gross negligence or willful misconduct of the Agent. If any
indemnity furnished to the Agent for any purpose shall, in the opinion of the
Agent, acting reasonably, be insufficient or become impaired, the Agent may call
for additional indemnity and cease, or not commence, to do the acts indemnified
against until such additional indemnity is furnished. The agreements in this
Section shall survive the payment of the Obligations and all other amounts
payable hereunder and under the other Credit Documents.

      13.8 AGENT IN ITS INDIVIDUAL CAPACITY

      The Agent and its affiliates may make loans to, accept deposits from and
generally engage in any kind of business with the Borrowers or any other member
of the Consolidated Parties as though the Agent were not agent hereunder. With
respect to the Loans made, the Agent shall have the same rights and powers under
this Agreement as any Lender and may exercise the same as though it were not
agent hereunder, and the terms "Lender" and "Lenders" shall include the
Administrative Agent in its individual capacity.

      13.9 SUCCESSOR AGENT

      The Agent may, at any time, resign upon twenty (20) days' written notice
to the Lenders and the Company. Upon any such resignation, the Required Lenders
shall have the right to appoint a successor Administrative Agent, which
successor, so long as no Event of Default then exists, shall be reasonably
acceptable to the Company. If no successor Agent shall have been so appointed by

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the Required Lenders, and shall have accepted such appointment, within thirty
(30) days after the notice of resignation, then the retiring Agent shall select
a successor Agent provided that such successor is a Lender hereunder or a
commercial bank or financial institution organized or licensed under the laws of
the United States of America or any State thereof, and has a combined capital
and surplus of at least $500,000,000. Upon the acceptance of any appointment as
Administrative Agent, hereunder by a successor, such successor Administrative
Agent, shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations as
Administrative Agent under this Agreement and the other Credit Documents and the
provisions of this Section 13.9 shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was the Agent under this Agreement.

      13.10 COLLATERAL MATTERS

            (a) Each Lender authorizes and directs the Agent to enter into the
Security Documents for the benefit of the Lenders. Each Lender authorizes and
directs the Administrative Agent to make such changes to the form of
Acknowledgment Agreement attached hereto as Exhibit A as it deems necessary from
time to time in order to obtain any Acknowledgment Agreement from any landlord,
warehouseman, filler, packer, processor, mortgagee or any other party who has an
interest in any real property where Collateral is located with respect to any
Credit Party. Each Lender also authorizes and directs the Agent to review and
approve all agreements regarding the lockboxes and the lockbox accounts
(including the Lockbox Agreements) on such terms as the Agent deems necessary.
Each Lender hereby agrees, and each holder of any Note by the acceptance thereof
will be deemed to agree, that, except as otherwise set forth herein, any action
taken by the Required Lenders or each of the Lenders, as applicable, in
accordance with the provisions of this Credit Agreement or the Security
Documents, and the exercise by the Required Lenders or each of the Lenders, as
applicable, of the powers set forth herein or therein, together with such other
powers as are reasonably incidental thereto, shall be authorized and binding
upon all of the Lenders. The Administrative Agent is hereby authorized on behalf
of all of the Lenders, without the necessity of any notice to or further consent
from any Lender, from time to time prior to an Event of Default, to take any
action with respect to any Collateral or Security Document which may be
necessary or appropriate to perfect and maintain perfected the security interest
in and liens upon the Collateral granted pursuant to the Security Documents.

            (b) The Lenders hereby authorize the Administrative Agent, at its
option and in its discretion, to release any Lien granted to or held by it upon
any Collateral (i) upon termination of the Commitments and payment in cash and
satisfaction of all of the Obligations (including the LOC Obligations) at any
time arising under or in respect of this Credit Agreement or the Credit
Documents or the transactions contemplated hereby or thereby, (ii) constituting
property being sold or disposed of upon receipt of the proceeds of such sale by
the Agent if the applicable Credit Party certifies to the Agent that the sale or
disposition is made in compliance with Section 9.5 (and the Agent may rely
conclusively on any such certificate, without further inquiry) or (iii) if
approved, authorized or ratified in writing by the Required Lenders, unless such
release is required to be approved by all of the Lenders hereunder. Upon request
by the Agent at any time, the Lenders will confirm in writing the Agent's
authority to release particular types or items of Collateral pursuant to this
Section 13.10(b).

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            (c) Upon any sale and transfer of Collateral which is expressly
permitted pursuant to the terms of this Credit Agreement, or consented to in
writing by the Required Lenders or all of the Lenders, as applicable, and upon
at least five (5) Business Days' prior written request by the applicable Credit
Party, the Administrative Agent shall (and is hereby irrevocably authorized by
the Lenders to) execute such documents as may be necessary to evidence the
release of the Liens granted to the Administrative Agent for the benefit of the
Lenders herein or pursuant hereto upon the Collateral that was sold or
transferred; provided that (i) the Agent shall not be required to execute any
such document on terms which, in the Agent's opinion, acting reasonably, would
expose the Agent to liability or create any obligation or entail any consequence
other than the release of such Liens without recourse or warranty and (ii) such
release shall not in any manner discharge, affect or impair the Obligations or
any Liens upon (or obligations of such Credit Party in respect of) all interests
retained by such Credit Party, including, without limitation, the proceeds of
the sale, all of which shall continue to constitute part of the Collateral. In
the event of any sale or transfer of Collateral, or any foreclosure with respect
to any of the Collateral, the Administrative Agent shall be authorized to deduct
all of the expenses reasonably incurred by it from the proceeds of any such
sale, transfer or foreclosure.

            (d) The Agent shall have no obligation whatsoever to the Lenders or
to any other Person to assure that the Collateral exists or is owned by the
Credit Parties or is cared for, protected or insured or that the liens granted
to the Agent herein or pursuant hereto have been properly or sufficiently or
lawfully created, perfected, protected or enforced or are entitled to any
particular priority, or to exercise or to continue exercising at all or in any
manner or under any duty of care, disclosure or fidelity any of the rights,
authorities and powers granted or available to the Agent in this Section 13.10
or in any of the Security Documents, it being understood and agreed that in
respect of the Collateral, or any act, omission or event related thereto, the
Administrative Agent may act in any manner it may deem appropriate, in its
reasonable discretion, given the Agent's own interest in the Collateral as one
of the Lenders and that the Agent shall have no duty or liability whatsoever to
the Lenders, except for its gross negligence or willful misconduct.

      13.11 RIGHTS AND REMEDIES TO BE EXERCISED BY AGENT ONLY

      Each Lender agrees that, except as set forth in Subsection 14.2, no Lender
shall have any right individually (i) to realize upon the security created by
the Security Documents or any other Credit Document, (ii) to enforce any
provision of this Credit Agreement or any other Credit Document against one or
more of the Credit Parties, or (iii) to make demand under this Credit Agreement
or any other Credit Document against one or more of the Credit Parties.

                                   ARTICLE XIV

                                  MISCELLANEOUS

      14.1 NOTICES

      Except as otherwise expressly provided herein, all notices, requests and
other communications shall have been duly given and shall be effective (a) when
delivered by hand, (b) when transmitted via telecopy (or other facsimile
device), (c) the Business Day following the day on

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which the same has been delivered prepaid to a reputable national overnight air
courier service, or (d) the third Business Day following the day on which the
same is sent by certified or registered mail, postage prepaid, in each case to
the respective parties at the address or telecopy numbers set forth on Schedule
14.1 attached hereto, or at such other address as such party may specify by
written notice to the other parties hereto; provided, however, that if any
notice is delivered on a day other than a Business Day, or after 5:00 P.M.
(Eastern time) on any Business Day, then such notice shall not be effective
until the next Business Day; and provided further, that notices of default shall
be effective only upon delivery by hand or by a reputable national overnight air
courier service (unless a telecopy notice of default is sent and receipt is
confirmed by telephone or telecopy by a Senior Management Member or Senior
Financial Officer of the Company, in which case such notice of default shall be
effective upon receipt).

      14.2 RIGHT OF SET-OFF

      In addition to any rights now or hereafter granted under applicable law or
otherwise, and not by way of limitation of any such rights, upon the occurrence
and during the continuation of an Event of Default, each Lender is authorized at
any time and from time to time, without presentment, demand, protest or other
notice of any kind (all of which rights being hereby expressly waived), to
set-off and to appropriate and apply any and all deposits (general or special)
and any other indebtedness at any time held or owing by such Lender (including,
without limitation branches, agencies or Affiliates of such Lender wherever
located) to or for the credit or the account of a Credit Party against
obligations and liabilities of a Credit Party to such Lender hereunder, under
the Notes, the other Credit Documents or otherwise, irrespective of whether such
Lender shall have made any demand hereunder and although such obligations,
liabilities or claims, or any of them, may be contingent or unmatured, and any
such set-off shall be deemed to have been made immediately upon the occurrence
of an Event of Default even though such charge is made or entered on the books
of such Lender subsequent thereto. Each Credit Party hereby agrees that any
Person purchasing a participation in the Loans and Commitments hereunder
pursuant to Section 14.3(c) may exercise all rights of set-off with respect to
its participation interest as fully as if such Person were a Lender hereunder.

      14.3 BENEFIT OF AGREEMENT

            (a) Generally. This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the respective successors and assigns of the
parties hereto; provided that a Borrower may not assign and transfer any of its
interests without prior written consent of the Lenders; and provided further
that the rights of each Lender to transfer, assign or grant participations in
its rights and/or obligations hereunder shall be limited as set forth in this
Section 14.3.

            (b) Assignments. Subject to the consent of the Borrowers (provided,
however, that no consent shall be required during the existence and continuation
of an Event of Default) and of the Administrative Agent, which consents shall
not be unreasonably withheld, each Lender may assign all or a portion of its
rights and obligations hereunder pursuant to an assignment agreement
substantially in the form of Exhibit J to one or more Eligible Assignees;
provided that any such assignment shall be in a minimum aggregate amount of
$5,000,000 of the Commitments and in integral multiples of $1,000,000 above such
amount and that each such

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assignment shall be of a constant, not varying, percentage of all of the
assigning Lender's rights and obligations under this Agreement. Any assignment
hereunder shall be effective upon satisfaction of the conditions set forth in
the preceding sentence and delivery to the Administrative Agent of written
notice of the assignment, together with a transfer fee of $3,500 payable to the
Administrative Agent for its own account. Upon the effectiveness of any such
assignment, the assignee shall become a "Lender" for all purposes of this
Agreement and the other Credit Documents and, to the extent of such assignment,
the assigning Lender shall be relieved of its obligations hereunder to the
extent of the Loans and Commitment components being assigned. Along such lines,
the Borrowers agree that upon effectiveness of any such assignment and surrender
of the appropriate Note or Notes, it will promptly provide to the assigning
Lender and to the assignee separate promissory notes in the amount of their
respective interests substantially in the form of the original Note (but with
notation thereon that it is given in substitution for and replacement of the
original Note or any replacement notes thereof). In addition to the assignments
permitted under this Section 14.3(b), any Lender may (without notice to the
Borrowers, the Administrative Agent or any other Lender and without payment of
any fee) (i) assign and pledge all or any portion of its Loans and its Notes to
any Federal Reserve Bank as collateral security pursuant to Regulation A and any
Operating Circular issued by such Federal Reserve Bank and (ii) assign all or
any portion of its rights under this Agreement and its Loans and its Notes to an
Affiliate. No such assignment, as set forth in the preceding sentence, shall
release the assigning Lender from its obligations hereunder.

            By executing and delivering an assignment agreement in accordance
with this Section 14.3(b), the assigning Lender thereunder and the assignee
thereunder shall be deemed to confirm to and agree with each other and the other
parties hereto as follows: (i) such assigning Lender warrants that it is the
legal and beneficial owner of the interest being assigned thereby free and clear
of any adverse claim and the assignee warrants that it is an Eligible Assignee;
(ii) except as set forth in clause (i) above, such assigning Lender makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this
Agreement, any of the other Credit Documents or any other instrument or document
furnished pursuant hereto or thereto, or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement, any of the
other Credit Documents or any other instrument or document furnished pursuant
hereto or thereto or the financial condition of the Consolidated Parties or the
performance or observance by any of the Consolidated Parties of any of their
obligations under this Agreement, any of the other Credit Documents or any other
instrument or document furnished pursuant hereto or thereto; (iii) such assignee
represents and warrants that it is legally authorized to enter into such
assignment agreement; (iv) such assignee confirms that it has received a copy of
this Agreement, the other Credit Documents and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into such assignment agreement; (v) such assignee will
independently and without reliance upon the Agent, such assigning Lender or any
other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under this Agreement and the other Credit Documents; (vi) such
assignee appoints and authorizes the Agent to take such action on its behalf and
to exercise such powers under this Agreement or any other Credit Document as are
delegated to the Agent by the terms hereof or thereof, together with such powers
as are reasonably incidental thereto; and (vii) such assignee agrees that it
will perform in accordance with their terms all the obligations which by the
terms

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of this Agreement and the other Credit Documents are required to be performed by
it as a Lender.

            (c) Participations. Each Lender may sell, transfer, grant or assign
participations in all or any part of such Lender's rights, obligations or rights
and obligations hereunder; provided that (i) such selling Lender shall remain a
"Lender" for all purposes under this Agreement (such selling Lender's
obligations under the Credit Documents remaining unchanged) and the participant
shall not constitute a Lender hereunder, (ii) no such participant shall have, or
be granted, rights to approve any amendment or waiver relating to this Agreement
or the other Credit Documents except to the extent any such amendment or waiver
would (A) reduce the principal of or rate of interest on or fees in respect of
any Loans in which the participant is participating, (B) postpone the date fixed
for any payment of principal (including extension of the Maturity Date, but
excluding any mandatory prepayment), interest or fees in which the participant
is participating, or (C) release all or substantially all of the collateral
(except as expressly provided in the Credit Documents) supporting any of the
Loans or Commitments in which the participant is participating, and (iii)
sub-participations by the participant (except to an affiliate, parent company or
affiliate of a parent company of the participant) shall be prohibited. In the
case of any such participation, the participant shall not have any rights under
this Agreement or the other Credit Documents (the participant's rights against
the selling Lender in respect of such participation to be those set forth in the
participation agreement with such Lender creating such participation) and all
amounts payable by the Borrowers hereunder shall be determined as if such Lender
had not sold such participation, provided, however, that such participant shall
be entitled to receive additional amounts under Sections 4.9 through 4.14;
provided that such participant shall not be entitled to receive any amount
greater than such selling Lender would have received had such Lender not sold
such participation.

      14.4 NO WAIVER; REMEDIES CUMULATIVE

      The Borrowers hereby waive due diligence, demand, presentment and protest
and any notices thereof as well as notice of nonpayment. No failure or delay on
the part of the Agent or any Lender in exercising any right, power or privilege
hereunder or under any other Credit Document and no course of dealing between
the Borrowers or any other Credit Party and the Agent or any Lender shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, power or privilege hereunder or under any other Credit Document preclude
any other or further exercise thereof or the exercise of any other right, power
or privilege hereunder or thereunder. The rights and remedies provided herein
are cumulative and not exclusive of any rights or remedies which the Agent or
any Lender would otherwise have. No notice to or demand on the Borrowers in any
case shall entitle the Borrowers or any other Credit Party to any other or
further notice or demand in similar or other circumstances or constitute a
waiver of the rights of the Administrative Agent or the Lenders to any other or
further action in any circumstances without notice or demand.

      14.5 PAYMENT OF EXPENSES; INDEMNIFICATION

      The Borrowers agree to: (a) pay all reasonable out-of-pocket costs and
expenses of (i) the Administrative Agent and the Arranger in connection with the
negotiation, preparation, execution and delivery, and the administration, of
this Agreement and the other Credit Documents and the

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documents and instruments referred to therein (including, without limitation,
the reasonable fees and expenses of legal counsel to the Agent and all due
diligence, appraisal, field exam, environmental audit and other similar costs
(including ongoing per diem and out of pocket expenses related to field exams
and appraisals)) and any amendment, waiver or consent relating hereto and
thereto including, but not limited to, any such amendments, waivers or consents
resulting from or related to any work-out, renegotiation or restructure relating
to the performance by the Borrowers under this Agreement or any other Credit
Party under the other Credit Documents and (ii) the Agent and the Lenders in
connection with (A) enforcement of the Credit Documents and the documents and
instruments referred to therein (including, without limitation, in connection
with any such enforcement, the reasonable fees and disbursements of counsel for
the Agent and each of the Lenders), and (B) any investigation (including,
without limitation, background checks) performed to determine whether any Credit
Party, or any officer, director or Affiliate of a Credit Party has violated any
Anti-Terrorism Law or other similar law; (b) pay and hold each of the Lenders
harmless from and against any and all claims for Non-Excluded Taxes as set forth
in Section 4.13 and hold each of the Lenders harmless from and against any and
all liabilities with respect to or resulting from any delay or omission (other
than to the extent attributable to such Lender) to pay such Non-Excluded Taxes;
and (c) indemnify each Agent, the Arranger and each Lender, its officers,
directors, employees, representatives and agents from and hold each of them
harmless against any and all losses, liabilities, claims, damages or expenses
incurred by any of them as a result of, or arising out of, or in any way related
to, or by reason of, any investigation, litigation or other proceeding (whether
or not any Agent, the Arranger or Lender is a party thereto) related to the
entering into and/or performance of any Credit Document or the use of proceeds
of any Loans (including other extensions of credit) hereunder or the
consummation of any other transactions contemplated in any Credit Document,
including, without limitation, the reasonable fees and disbursements of counsel
incurred in connection with any such investigation, litigation or other
proceeding (but excluding any such losses, liabilities, claims, damages or
expenses to the extent they relate to disputes solely between or among the
Lenders (excluding Wachovia acting in its capacity as Administrative Agent) or
they are incurred by reason of gross negligence or willful misconduct on the
part of the Person to be indemnified).

      14.6 AMENDMENTS, WAIVERS AND CONSENTS

      Neither the amendment or waiver of any provision of this Credit Agreement
or any other Credit Document, nor the consent to any departure by any Borrower
or other Credit Party therefrom, shall in any event be effective unless the same
shall be in writing and signed by the Required Lenders, or if the Lenders shall
not be parties thereto, by the parties thereto and consented to by the Required
Lenders, and each such amendment, waiver or consent shall be effective only in
the specific instance and for the specific purpose for which given; provided
that no amendment, waiver or consent shall unless in writing and signed by all
the Lenders, do any of the following: (a) increase the Commitments of the
Lenders or subject the Lenders to any additional obligations, (b) except as
otherwise expressly provided in this Credit Agreement, reduce the principal of,
or interest on, any Note or any Letter of Credit reimbursement obligations or
any fees hereunder, (c) postpone any date fixed for any payment in respect of
principal of, or interest on, any Note or any Letter of Credit reimbursement
obligations or any fees hereunder, (d) change the percentage of the Commitments,
or any minimum requirement necessary for the Lenders or the Required Lenders to
take any action hereunder, (e) amend or waive this Section 14.6, or change the
definition of Required Lenders, (f) release any Borrower,

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(g) except as otherwise expressly provided in this Credit Agreement, and other
than in connection with the financing, refinancing, sale or other disposition of
any asset of the Credit Parties permitted under this Credit Agreement, release
any Liens in favor of the Lenders on any material portion of the Collateral or
(h) amend or modify the definition of "Borrowing Base" or any defined term or
component set forth in the definition thereof such that more credit would be
available to the Borrowers; provided, however, that (i) the foregoing shall not
limit the adjustment by the Administrative Agent of any reserve implemented by
Administrative Agent, and (ii) the foregoing shall not prevent the
Administrative Agent from restoring any component of the Borrowing Base which
had been lowered by the Administrative Agent back to the value of such component
as in effect on the Closing Date or to an intermediate value; and provided,
further, that no amendment, waiver or consent affecting the rights or duties of
the Agent or the Issuing Lender under any Credit Document shall in any event be
effective, unless in writing and signed by the Agent and/or the Issuing Lender,
as applicable, in addition to the Lenders required hereinabove to take such
action. Notwithstanding any of the foregoing to the contrary, the consent of the
Borrowers shall not be required for any amendment, modification or waiver of the
provisions of Article XIII (other than the provisions of Section 13.9). In
addition, the Borrowers and the Lenders hereby authorize the Administrative
Agent to modify this Credit Agreement by unilaterally amending or supplementing
Schedule 1.1A from time to time in the manner requested by the Borrowers, the
Agent or any Lender in order to reflect any assignments or transfers of the
Loans as provided for hereunder; provided, however, that the Administrative
Agent shall promptly deliver a copy of any such modification to the Borrowers
and each Lender.

      14.7 DEFAULTING LENDER

      Each Lender understands and agrees that if such Lender is a Defaulting
Lender then it shall not be entitled to vote on any matter requiring the consent
of the Required Lenders or to object to any matter requiring the consent of all
the Lenders; provided, however, that all other benefits and obligations under
the Credit Documents shall apply to such Defaulting Lender.

      14.8 COUNTERPARTS

      This Agreement may be executed in any number of counterparts, each of
which where so executed and delivered shall be an original, but all of which
shall constitute one and the same instrument. It shall not be necessary in
making proof of this Agreement to produce or account for more than one such
counterpart. Delivery of an executed counterpart by telecopy shall be as
effective as delivery of a manually executed counterpart hereto and shall
constitute a representation that an original executed counterpart will be
provided.

      14.9 HEADINGS

      The headings of the sections and subsections hereof are provided for
convenience only and shall not in any way affect the meaning or construction of
any provision of this Agreement.

      14.10 SURVIVAL OF INDEMNIFICATION AND REPRESENTATIONS AND WARRANTIES

      All indemnities set forth herein and all representations and warranties
made herein shall survive the execution and delivery of this Agreement, the
making of the Loans, the issuance of the

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Letters of Credit, and the repayment of the Loans, LOC Obligations and other
obligations and the termination of the Commitments hereunder.

      14.11 CURRENCY

      The use of term "dollars" or "Dollars" or the symbol "$" or "U.S. $" in
the Credit Documents shall mean a reference to lawful money of the United States
of America unless specifically indicated otherwise.

      14.12 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE

            (a) THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED
BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NORTH CAROLINA. Any legal action or proceeding with respect to this Credit
Agreement or any other Credit Document shall be brought in the courts of the
State of North Carolina in Mecklenburg County or of the United States for the
Western District of North Carolina, and, by execution and delivery of this
Credit Agreement, each of the Borrowers hereby irrevocably accepts for itself
and in respect of its property, generally and unconditionally, the nonexclusive
jurisdiction of such courts. Each of the Borrowers further irrevocably consents
to the service of process out of any of the aforementioned courts in any such
action or proceeding by the mailing of copies thereof by registered or certified
mail, postage prepaid, to it at the address set out for notices pursuant to
Section 14.1, such service to become effective three (3) days after such
mailing. Nothing herein shall affect the right of the Administrative Agent or
any Lender to serve process in any other manner permitted by law or to commence
legal proceedings or to otherwise proceed against any Borrower in any other
jurisdiction.

            (b) Each of the Borrowers hereby irrevocably waives any objection
which it may now or hereafter have to the laying of venue of any of the
aforesaid actions or proceedings arising out of or in connection with this
Credit Agreement or any other Credit Document brought in the courts referred to
in subsection (a) above and hereby further irrevocably waives and agrees not to
plead or claim in any such court that any such action or proceeding brought in
any such court has been brought in an inconvenient forum.

            (c) The Company hereby irrevocably appoints CT Corporation System,
which currently maintains a North Carolina office situated at 225 Hillsborough
Street, Raleigh, North Carolina 27603, as its agent to receive service of
process or other legal summons for purposes of any legal action or proceeding.
So long as the Company has any obligation under this Credit Agreement or any of
the Credit Documents, it will maintain a duly appointed agent in North Carolina
for the service of such process or summons, and if it fails to maintain such an
agent, any such process or summons may be served by mailing a copy thereof by
registered mail, or a form of mail substantially equivalent thereto, addressed
to it at its address as provided for notices hereunder.

                                       95
<PAGE>

      14.13 ARBITRATION

            (a) Notwithstanding the provisions of Section 14.12 to the contrary,
upon demand of any party hereto, whether made before or after institution of any
judicial proceeding, any dispute, claim or controversy arising out of, connected
with or relating to this Credit Agreement and other Credit Documents
("Disputes") between or among parties to this Credit Agreement shall be resolved
by binding arbitration as provided herein. Institution of a judicial proceeding
by a party does not waive the right of that party to demand arbitration
hereunder. Disputes may include, without limitation, tort claims, counterclaims,
disputes as to whether a matter is subject to arbitration, claims brought as
class actions, claims arising from Credit Documents executed in the future, or
claims arising out of or connected with the transaction reflected by this Credit
Agreement.

            Arbitration shall be conducted under and governed by the Commercial
Financial Disputes Arbitration Rules (the "Arbitration Rules") of the American
Arbitration Association (the "AAA") and Title 9 of the U.S. Code. All
arbitration hearings shall be conducted in Charlotte, North Carolina. A hearing
shall begin within ninety (90) days of demand for arbitration and all hearings
shall be concluded within one hundred twenty (120) days of demand for
arbitration. These time limitations may not be extended unless a party shows
cause for extension and then no more than a total extension of sixty (60) days.
The expedited procedures set forth in Rule 51 et seq. of the Arbitration Rules
shall be applicable to claims of less than $1,000,000. All applicable statutes
of limitation shall apply to any Dispute. The panel from which all arbitrators
are selected shall be comprised of licensed attorneys selected from the
Commercial Financial Dispute Arbitration Panel of the AAA. The single arbitrator
selected for expedited procedure shall be a retired judge from the highest court
of general jurisdiction, state or federal, of the state where the hearing will
be conducted or if such person is not available to serve, the single arbitrator
may be a licensed attorney. The parties hereto do not waive applicable Federal
or state substantive law except as provided herein. A judgment upon the award
may be entered in any court having jurisdiction. Notwithstanding the foregoing,
this arbitration provision does not apply to disputes under or related to
Hedging Agreements.

            (b) Notwithstanding the preceding binding arbitration provisions,
the Administrative Agent, the Lenders and the Borrowers agree to preserve,
without diminution, certain remedies that the Administrative Agent on behalf of
the Lenders may employ or exercise freely, independently or in connection with
an arbitration proceeding or after an arbitration action is brought. The
Administrative Agent on behalf of the Lenders shall have the right to proceed in
any court of proper jurisdiction or by self-help to exercise or prosecute the
following remedies, as applicable (i) all rights to foreclose against any real
or personal property or other security by exercising a power of sale granted
under Credit Documents or under applicable law or by judicial foreclosure and
sale, including a proceeding to confirm the sale; (ii) all rights of self-help
including peaceful occupation of real property and collection of rents, setoff,
and peaceful possession of personal property; (iii) obtaining provisional or
ancillary remedies including injunctive relief, sequestration, garnishment,
attachment, appointment of receiver and filing an involuntary bankruptcy
proceeding; and (iv) when applicable, a judgment by confession of judgment. Any
claim or controversy with regard to the Administrative Agent's entitlement on
behalf of the Lenders to exercise such remedies is a Dispute. Preservation of
these remedies

                                       96
<PAGE>

does not limit the power of an arbitrator to grant similar remedies that may be
requested by a party in a Dispute.

            (c) The parties hereto agree that they shall not have a remedy of
punitive or exemplary damages against the other in any Dispute and hereby waive
any right or claim to punitive or exemplary damages they have now or which may
arise in the future in connection with any Dispute whether the Dispute is
resolved by arbitration or judicially.

            (d) By execution and delivery of this Credit Agreement, each of the
parties hereto accepts, for itself and in connection with its properties,
generally and unconditionally, the non-exclusive jurisdiction relating to any
arbitration proceedings conducted under the Arbitration Rules in Charlotte,
North Carolina and irrevocably agrees to be bound by any final judgment rendered
thereby in connection with this Credit Agreement from which no appeal has been
taken or is available.

      14.14 WAIVER OF JURY TRIAL

      TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES TO THIS
AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OF
THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

      14.15 SEVERABILITY

      If any provision of any of the Credit Documents is determined to be
illegal, invalid or unenforceable, such provision shall be fully severable and
the remaining provisions shall remain in full force and effect and shall be
construed without giving effect to the illegal, invalid or unenforceable
provisions.

      14.16 LOAN ENTIRETY

      This Agreement together with the other Credit Documents represent the
entire agreement of the parties hereto and thereto, and supersede all prior
agreements and understandings, oral or written, if any, including any commitment
letters or correspondence relating to the Credit Documents or the transactions
contemplated herein and therein; provided, however, that the Administrative
Agent Fee Letter shall remain in effect subsequent to the execution and delivery
of this Agreement.

      14.17 BINDING EFFECT; AMENDMENT AND RESTATEMENT OF EXISTING CREDIT
AGREEMENT; FURTHER ASSURANCES

      This Agreement shall become effective at such time, on or after the
Closing Date, that the conditions precedent set forth in Section 5.1 have been
satisfied and when it shall have been executed by each Borrower and the Agent,
and the Agent shall receive copies hereof (telecopied or otherwise) which, when
taken together, bear the signatures of each Lender (including the Issuing
Lenders), and thereafter this Agreement shall be binding upon and inure to the
benefit of each Borrower, each Lender (including the Issuing Lenders) and the
Agent, together with their respective

                                       97
<PAGE>

successors and assigns. The Borrowers agree, upon the request of the
Administrative Agent and/or the Required Lenders, to promptly take such actions,
as reasonably requested, as are appropriate to carry out the intent of this
Agreement and the other Credit Documents, including, but not limited to, such
actions as are reasonably necessary to ensure that the Lenders have a perfected
security interest in all collateral securing the Obligations, subject to no
Liens other than Permitted Liens. This Agreement amends and restates the
Existing Credit Agreement and is not intended to be or operate as a novation or
an accord and satisfaction of the Existing Credit Agreement or the Obligations
evidenced or secured thereby or provided for thereunder.

      14.18 CONFIDENTIALITY

      The Agent and the Lenders agree to keep confidential (and to cause their
respective affiliates, officers, directors, employees, agents and
representatives to keep confidential) all information, materials and documents
furnished to the Agent or any such Lender by or on behalf of the Credit Parties
(whether before or after the Closing Date) which relates to the Credit Parties
(the "Information"). Notwithstanding the foregoing, the Agent and Lenders shall
be permitted to disclose Information (i) to its affiliates, officers, directors,
employees, agents and representatives in connection with their participation in
any of the transactions evidenced by this Agreement or any other Credit
Documents or the administration of this Agreement or any other Credit Documents
(so long as such Persons are notified of the confidential nature of the
information); (ii) to the extent required by applicable laws and regulations or
by any subpoena or similar legal process, or requested by any Governmental
Authority; (iii) to the extent such Information (A) becomes publicly available
other than as a result of a breach of this Credit Agreement or any agreement
entered into pursuant to clause (iv) below, (B) becomes available to the Agent
or any Lender on a non-confidential basis or (C) was available to the Agent or
Lenders on a non-confidential basis prior to its disclosure to the Agent or any
Lender by the Credit Parties; (iv) to any assignee or participant (or
prospective assignee or participant) so long as such assignee or participant (or
prospective assignee or participant) first specifically agrees in a writing
furnished to and for the benefit of the parties hereto to be bound by the terms
of this Section; (v) to Gold Sheets and other similar bank trade publications;
such information to consist of deal terms and other information customarily
found in such publications or (vi) to the extent that the Credit Parties shall
have consented in writing to such disclosure. Nothing set forth in this Section
shall obligate the Agent or any Lender to return any materials furnished by the
Credit Parties.

      14.19 JUDGMENT CURRENCY

            (a) If for the purposes of obtaining judgment in any court it is
necessary to convert all or any part of the Indebtedness or any other amount due
to the Lenders hereunder or under any security in respect of the Borrowers'
obligations hereunder in any currency (the "Original Currency") into another
currency (the "Other Currency") each Borrower to the fullest extent that it may
effectively do so, agrees that the rate of exchange used shall be that at which,
in accordance with normal banking procedures, the Administrative Agent could
purchase the Original Currency with the Other Currency at its principal offices
in Charlotte, North Carolina on the day (a "Business Day") on which the
Administrative Agent is open for the transaction of its banking business at such
offices immediately preceding the day on which any such judgment, or any
relevant part thereof, is paid or otherwise satisfied.

                                       98
<PAGE>

            (b) The obligation of each Borrower in respect of any sum due in the
Original Currency from it to the Lenders hereunder or under any security in
respect of the Borrowers' obligation hereunder shall, notwithstanding any
judgment in any Other Currency, be discharged only to the extent that on the
Business Day following receipt by the Agent of any sum adjudged to be so due in
such Other Currency or of any other sum in any Other Currency the Agent may, in
accordance with their normal banking procedures, purchase the Original Currency
with such Other Currency. If the amount of the Original Currency so purchased is
less than the sum originally due to the Lenders in the Original Currency, the
Borrowers shall, as a separate obligation and notwithstanding any such judgment,
indemnify the Agent against such loss, and if the amount of the Original
Currency so purchased exceeds the sum originally due to the Lenders, the Agent
shall remit such excess to the Borrowers.

      14.20 MAXIMUM RATE

      Notwithstanding anything to the contrary contained elsewhere in this
Credit Agreement or in any other Credit Document, the Borrowers, the
Administrative Agent and the Lenders hereby agree that all agreements among them
under this Credit Agreement and the other Credit Documents, whether now existing
or hereafter arising and whether written or oral, are expressly limited so that
in no contingency or event whatsoever shall the amount paid, or agreed to be
paid, to the Administrative Agent or any Lender for the use, forbearance, or
detention of the money loaned to any Borrower and evidenced hereby or thereby or
for the performance or payment of any covenant or obligation contained herein or
therein, exceed the Highest Lawful Rate. If due to any circumstance whatsoever,
fulfillment of any provisions of this Credit Agreement or any of the other
Credit Documents at the time performance of such provision shall be due shall
exceed the Highest Lawful Rate, then, automatically, the obligation to be
fulfilled shall be modified or reduced to the extent necessary to limit such
interest to the Highest Lawful Rate, and if from any such circumstance any
Lender should ever receive anything of value deemed interest by applicable law
which would exceed the Highest Lawful Rate, such excessive interest shall be
applied to the reduction of the principal amount then outstanding hereunder or
on account of any other then outstanding Obligations and not to the payment of
interest, or if such excessive interest exceeds the principal unpaid balance
then outstanding hereunder and such other then outstanding Obligations, such
excess shall be refunded to the applicable Borrower. All sums paid or agreed to
be paid to the Administrative Agent or any Lender for the use, forbearance, or
detention of the Obligations and other indebtedness of the Borrowers to the
Administrative Agent or any Lender shall, to the extent permitted by applicable
law, be amortized, prorated, allocated and spread throughout the full term of
such indebtedness until payment in full so that the actual rate of interest on
account of all such indebtedness does not exceed the Highest Lawful Rate
throughout the entire term of such indebtedness. The terms and provisions of
this Section shall control every other provision of this Credit Agreement and
all agreements among the Borrowers, the Administrative Agent and the Lenders.

      14.21 CONCERNING JOINT AND SEVERAL LIABILITY OF THE BORROWERS

            (a) Each of the Borrowers is accepting joint and several liability
hereunder in consideration of the financial accommodation to be provided by the
Lenders under this Credit Agreement, for the mutual benefit, directly and
indirectly, of each of the Borrowers and in

                                       99
<PAGE>

consideration of the undertakings of each of the Borrowers to accept joint and
several liability for the obligations of each of them.

            (b) Each of the Borrowers jointly and severally hereby irrevocably
and unconditionally accepts, not merely as a surety but also as a co-debtor,
joint and several liability with the other Borrowers with respect to the payment
and performance of all of the Obligations, it being the intention of the parties
hereto that all the Obligations shall be the joint and several obligations of
each of the Borrowers without preferences or distinction among them.

            (c) If and to the extent that any of the Borrowers shall fail to
make any payment with respect to any of the Obligations as and when due or to
perform any of the Obligations in accordance with the terms thereof, then in
each such event, the other Borrowers will make such payment with respect to, or
perform, such Obligation.

            (d) The obligations of each Borrower under the provisions of this
Section 14.21 constitute full recourse obligations of such Borrower, enforceable
against it to the full extent of its properties and assets, irrespective of the
validity, regularity or enforceability of this Credit Agreement or any other
circumstances whatsoever.

            (e) Except as otherwise expressly provided herein or in the other
Credit Documents, each Borrower hereby waives notice of acceptance of its joint
and several liability, notice of any Loan made under this Credit Agreement,
notice of occurrence of any Event of Default, or of any demand for any payment
under this Credit Agreement, notice of any action at any time taken or omitted
by any Lender under or in respect of any of the Obligations, any requirement of
diligence and, generally, all demands, notices and other formalities of every
kind in connection with this Credit Agreement. Each Borrower hereby assents to,
and waives notice of, any extension or postponement of the time for the payment
of any of the Obligations, the acceptance of any partial payment thereon, any
waiver, consent or other action or acquiescence by any Lender at any time or
times in respect of any default by any Borrower in the performance or
satisfaction of any term, covenant, condition or provision of this Credit
Agreement, any and all other indulgences whatsoever by any Lender in respect of
any of the Obligations, and the taking, addition, substitution or release, in
whole or in part, at any time or times, of any security for any of the
Obligations or in part, at any time or times, of any security for any of the
Obligations or the addition, substitution or release, in whole or in part, of
any Borrower. Without limiting the generality of the foregoing, each Borrower
assents to any other action or delay in acting or failure to act on the part of
any Lender, including, without limitation, any failure strictly or diligently to
assert any right or to pursue any remedy or to comply fully with the applicable
laws or regulations thereunder which might, but for the provisions of this
Section 14.21, afford grounds for terminating, discharging or relieving such
Borrower, in whole or in part, from any of its obligations under this Section
14.21, it being the intention of each Borrower that, so long as any of the
Obligations remain unsatisfied, the obligations of such Borrower under this
Section 14.21 shall not be discharged except by performance and then only to the
extent of such performance. The Obligations of each Borrower under this Section
14.21 shall not be diminished or rendered unenforceable by any winding up,
reorganization, arrangement, liquidation, reconstruction or similar proceeding
with respect to any Borrower or any Lender. The joint and several liability of
the Borrowers hereunder shall continue in full force and effect

                                      100
<PAGE>

notwithstanding any absorption, merger, amalgamation or any other change
whatsoever in the name, membership, constitution or place of formation of any
Borrower or any Lender.

            (f) The provisions of this Section 14.21 are made for the benefit of
the Lenders and their respective successors and assigns, and may be enforced by
any such Person from time to time against any of the Borrowers as often as
occasion therefor may arise and without requirement on the part of any Lender
first to marshal any of its claims or to exercise any of its rights against any
of the other Borrowers or to exhaust any remedies available to it against any of
the other Borrowers or to resort to any other source or means of obtaining
payment of any of the Obligations or to elect any other remedy. The provisions
of this Section 14.21 shall remain in effect until all the Obligations shall
have been paid in full or otherwise fully satisfied. If at any time, any
payment, or any part thereof, made in respect of any of the Obligations, is
rescinded or must otherwise be restored or returned by any Lender upon the
insolvency, bankruptcy or reorganization of any of the Borrowers, or otherwise,
the provisions of this Section 14.21 will forthwith be reinstated in effect, as
though such payment had not been made.

            (g) Notwithstanding any provision to the contrary contained herein
or in any other of the Credit Documents, to the extent the joint obligations of
a Borrower shall be adjudicated to be invalid or unenforceable for any reason
(including, without limitation, because of any applicable state or federal law
relating to fraudulent conveyances or transfers) then the obligations of each
Borrower hereunder shall be limited to the maximum amount that is permissible
under applicable law (whether federal or state and including, without
limitation, the U.S. federal Bankruptcy Code).

            (h) The Borrowers hereby agree, as among themselves, that if any
Borrower shall become an Excess Funding Borrower (as defined below), each other
Borrower shall, on demand of such Excess Funding Borrower (but subject to the
next sentence hereof and to subsection (B) below), pay to such Excess Funding
Borrower an amount equal to such Borrower's Pro Rata Share (as defined below and
determined, for this purpose, without reference to the properties, assets,
liabilities and debts of such Excess Funding Borrower) of such Excess Payment
(as defined below). The payment obligation of any Borrower to any Excess Funding
Borrower under this Section 14.21(h) shall be subordinate and subject in right
of payment to the prior payment in full of the Obligations of such Borrower
under the other provisions of this Credit Agreement, and such Excess Funding
Borrower shall not exercise any right or remedy with respect to such excess
until payment and satisfaction in full of all of such Obligations. For purposes
hereof, (i) "Excess Funding Borrower" shall mean, in respect of any Obligations
arising under the other provisions of this Credit Agreement (hereafter, the
"Joint Obligations"), a Borrower that has paid an amount in excess of its Pro
Rata Share of the Joint Obligations; (ii) "Excess Payment" shall mean, in
respect of any Joint Obligations, the amount paid by an Excess Funding Borrower
in excess of its Pro Rata Share of such Joint Obligations; and (iii) "Pro Rata
Share", for the purposes of this Section 14.21(h), shall mean, for any Borrower,
the ratio (expressed as a percentage) of (A) the amount by which the aggregate
present fair salable value of all of its assets and properties exceeds the
amount of all debts and liabilities of such Borrower (including contingent,
subordinated,

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<PAGE>

unmatured, and unliquidated liabilities, but excluding the obligations of such
Borrower hereunder) to (B) the amount by which the aggregate present fair
salable value of all assets and other properties of such Borrower and all of the
other Borrowers exceeds the amount of all of the debts and liabilities
(including contingent, subordinated, unmatured, and unliquidated liabilities,
but excluding the obligations of such Borrower and the other Borrowers
hereunder) of such Borrower and all of the other Borrowers, all as of the
Closing Date (if any Borrower becomes a party hereto subsequent to the Closing
Date, then for the purposes of this Section 14.21(h) such subsequent Borrower
shall be deemed to have been a Borrower as of the Closing Date and the
information pertaining to, and only pertaining to, such Borrower as of the date
such Borrower became a Borrower shall be deemed true as of the Closing Date).

      14.22 NONLIABILITY OF AGENTS AND LENDERS

      The relationship between any Borrower on the one hand and the Lenders and
the Agent on the other hand shall be solely that of borrower and lender. Neither
the Agent nor any Lender shall have any fiduciary responsibilities to any
Borrower. Neither the Agent nor any Lender undertakes any responsibility to any
Borrower to review or inform such Borrower of any matter in connection with any
phase of such Borrower's business or operations.

      14.23 INDEPENDENT NATURE OF LENDERS' RIGHTS

      The amounts payable at any time hereunder to each Lender under such
Lender's Note or Notes shall be a separate and independent debt.

      14.24 POWER OF ATTORNEY

      Each Subsidiary Borrower hereby agrees that by its execution of this
Agreement, such Subsidiary Borrower appoints each of Johann R. Manning, Jr.
President and Chief Operating Officer, Dennis Horowitz, Chief Executive Officer
and Chairman, Thomas B. Sabol, Senior Vice President, Chief Financial Officer
and Secretary, and Allan J. Williamson, Corporate Controller, to be its
attorneys ("its Attorneys") and in its name and on its behalf and as its act and
deed or otherwise to sign all documents and carry out all such acts as are
necessary or appropriate in connection with executing any Notice of Borrowing,
Notice of Extension/Conversion or any Borrowing Base Certificate or any security
documents (the "Documents") in connection with this Agreement or any other
Credit Document. This Power of Attorney shall be valid for the duration of the
term of this Agreement; provided, however, the above referenced persons may be
replaced upon written notice by the Borrower to the Administrative Agent. Each
Subsidiary Borrower hereby undertakes to ratify everything which either of its
Attorneys shall do in order to execute the Documents mentioned herein.

      14.25 PATRIOT ACT NOTICE.

      Each Lender and the Administrative Agent (for itself and not on behalf of
any other party) hereby notifies the Company and each other Credit Party that,
pursuant to the requirements of the USA Patriot Act, Title III of Pub. L.
107-56, signed into law October 26, 2001 (the "Patriot Act"), it is required to
obtain, verify and record information that identifies the Company and each other
Credit Party, which information includes the name and address of the Company,
each other Credit Party and other information that will allow such Lender or the
Administrative Agent, as applicable, to identify the Company and each other
Credit Party in accordance with the Patriot Act.

                                      102
<PAGE>

                  [Remainder of page intentionally left blank]

                                       103
<PAGE>

      Each of the parties hereto has caused a counterpart of this Credit
Agreement to be duly executed and delivered as of the date first above written.

                                   COMPANY:

                                   WOLVERINE TUBE, INC.

                                   By: /s/ Thomas B. Sabol
                                       -----------------------------
                                   Name: Thomas B. Sabol
                                   Title: Senior Vice President, CFO
                                          And Secretary

                                   SUBSIDIARY BORROWERS:

                                   TF INVESTOR, INC.

                                   By: /s/ Thomas B. Sabol
                                       -----------------------------
                                   Name: Thomas B. Sabol
                                   Title: Vice President And Treasurer

                                   TUBE FORMING HOLDINGS, INC.

                                   By: /s/ Thomas B. Sabol
                                       -----------------------------
                                   Name: Thomas B. Sabol
                                   Title: Vice President And Treasurer

                                   TUBE FORMING, L.P.

                                   By: Tube Forming Holdings, Inc.,
                                       its General Partner

                                       By: /s/ Thomas B. Sabol
                                           -----------------------------
                                       Name: Thomas B. Sabol
                                       Title: Vice President And Treasurer

                                      S-1  Amended and Restated Credit Agreement
<PAGE>

                                   WOLVERINE FINANCE, LLC

                                   By: /s/ Thomas B. Sabol
                                       -----------------------------
                                   Name: Thomas B. Sabol
                                   Title: Vice Manager And Treasurer

                                   SMALL TUBE MANUFACTURING, LLC

                                   By: /s/ Thomas B. Sabol
                                       -----------------------------
                                   Name: Thomas B. Sabol
                                   Title: Vice President And Treasurer

                                   WOLVERINE JOINING TECHNOLOGIES, LLC

                                   By: /s/ Thomas B. Sabol
                                       -----------------------------
                                   Name: Thomas B. Sabol
                                   Title: Vice President And Treasurer

                                   WOLVERINE CHINA INVESTMENTS, LLC

                                   By: Wolverine Tube, Inc.,
                                       its Managing Member

                                       By: /s/ Thomas B. Sabol
                                           -----------------------------
                                       Name: Thomas B. Sabol
                                       Title: Senior Vice President, CFO
                                              And Secretary

                                   WT HOLDING COMPANY, INC.

                                   By: /s/ Thomas B. Sabol
                                       -----------------------------
                                   Name: Thomas B. Sabol
                                   Title: Vice President And Treasurer

                                      S-2  Amended and Restated Credit Agreement
<PAGE>

                                   LENDERS:

                                   WACHOVIA BANK,
                                   NATIONAL ASSOCIATION, in its capacity
                                   as Administrative Agent and as a Lender

                                   By: /s/ Laurie D. O'Fallon
                                       -----------------------------
                                   Name: Laurie D. O'Fallon
                                   Title: Director

                                      S-3  Amended and Restated Credit Agreement
<PAGE>

                                    EXHIBIT A

                        FORM OF ACKNOWLEDGMENT AGREEMENT

                 [use brackets where Subsidiary stores property]

Wachovia Bank, National Association
191 Peachtree Street
Atlanta, GA  30303
Mail Code GA8056
30th Floor
Attn: Laurie D. O'Fallon

Ladies and Gentlemen:

      [________________, ("______________"), a subsidiary of] Wolverine Tube,
Inc. (the "Company") now does or hereafter may store certain of its merchandise,
inventory, or other of its personal property at premises (the "Premises") owned
or leased by ______________________, including, without limitation, such
Premises described on Exhibit A attached hereto.

      The Company and certain of the Company's Subsidiaries (collectively, the
"Credit Parties") have entered or may enter into certain financing arrangements
(the "Credit Facility") with certain financial institutions (the "Secured
Parties") and Wachovia Bank, National Association, as administrative agent for
itself and the Secured Parties (in such capacity, the "Collateral Agent") and,
as a condition to the Secured Parties entering into any such Credit Facility,
the Secured Parties require, among other things, liens on all of [___________'s
and] the Company's [INVENTORY] located on the Premises ("Collateral").

      To induce the Secured Parties (together with their respective agents and
assigns) to provide said Credit Facility, and for other good and valuable
consideration, the undersigned hereby agrees that:

            (i) the undersigned consents to the extensions of credit under the
      Credit Facility, the execution of any and all documents relating to,
      evidencing or securing the Credit Facility, the collateral assignment of
      any contracts between the undersigned and [__________] the Company and the
      recordation of UCC financing statements relating to the Collateral;

            (ii) upon payment in full of all outstanding normal and customary
      [warehouse] [packaging] [processing] charges payable by [_____________]
      the Company to the undersigned, the undersigned will not assert against
      any of [_________'s ] Company's assets any statutory or possessory liens,
      including, without limitation, rights of levy or distraint for rent, all
      of which it hereby waives;

            (iii) the Collateral shall be identifiable as being owned by
      [___________] the Company and kept reasonably separate and distinct from
      other property in the undersigned's possession;

<PAGE>

            (iv) none of the Collateral located on the Premises shall be deemed
      to be fixtures;

            (v) if the Credit Parties default on their obligations to the
      Secured Parties or the Collateral Agent and, as a result, the Collateral
      Agent, on behalf of itself and the Secured Parties, undertakes to enforce
      its security interest in the Collateral, the undersigned will cooperate
      with the Collateral Agent in its efforts to assemble all of the Collateral
      located on the Premises and will permit the Collateral Agent, upon payment
      in full of all outstanding normal and customary warehouse charges payable
      by [______________] the Company to the undersigned, to either remain on
      the Premises for sixty (60) days after the Collateral Agent declares the
      default, or, at the Collateral Agent's option, to remove the Collateral
      from the Premises within a reasonable time, not to exceed sixty (60) days
      after the Collateral Agent declares the default, provided that the
      Collateral Agent leaves the Premises in the same condition as existed
      immediately prior to such sixty (60) day period, and the Collateral Agent
      shall indemnify the undersigned for any damages arising out of its
      temporary occupancy of the Premises, and the undersigned will not hinder
      the Collateral Agent's actions in enforcing its liens on the Collateral.

      Any notice(s) required or desired to be given hereunder shall be directed
to the party to be notified at the address stated herein.

      The agreements contained herein shall continue in force until all of
Credit Parties' obligations and liabilities to the Secured Parties and the
Collateral Agent are paid and satisfied in full and all financing arrangements
among the Secured Parties, the Collateral Agent and the Credit Parties have been
terminated.

      The undersigned will notify all successor owners, transferees, purchasers
and mortgagees of the existence of this agreement. The agreements contained
herein may not be modified or terminated orally and shall be binding upon the
successors, assigns and personal representatives of the undersigned, upon any
successor owner or transferee of any of Premises, and upon any purchasers,
including any mortgagee, from the undersigned.

      Executed and delivered this ___ day of _______, _____.

                                           [Premises Owner/Lessee]

                                           By ____________________________

                                           Title _________________________

                                           Address _______________________

<PAGE>

Accepted and Agreed:

[Applicable Credit Party]

By:______________________
   Name:
   Title

<PAGE>

                                    EXHIBIT A

                           to Acknowledgment Agreement

      Location of Premises

<PAGE>

                          Form of Warehouse Lien Waiver

[Date]

[Name and address of warehouse owner]

            Re: [NAME OF BORROWER]

Ladies and Gentlemen:

      The undersigned, Wachovia Bank, National Association, as administrative
agent for certain lenders, ("Wachovia") has been informed by [NAME OF BORROWER]
(the "Borrower") that the Borrower has delivered and will, from time to time
hereafter, deliver certain goods and other inventory (the "Goods") to you for
storage in your facility located at the address set forth above.

      Wachovia is engaged in a financing to the Borrower, which financing is
secured by a security interest in certain personal property of the Borrower,
including the Goods.

      By execution of this letter, you agree that Wachovia's security interest
in the Goods shall be senior to all liens, claims and interests you may now have
or hereafter obtain in the Goods whether by operation of law, contract or
otherwise, other than your lien for any accrued and unpaid reasonable storage
fees charged by you for the actual storage of the Goods. To protect Wachovia's
security interest in the Goods, all warehouse receipts and other documents of
title, if any, which evidence any Goods now or hereafter delivered by the
Borrower to you shall be non-negotiable and issued to or for the account of
Wachovia. You agree to provide Wachovia or its designee with a copy of such
warehouse receipts and other documents upon Wachovia's request therefor.

      Notwithstanding the issuance of such receipts or other documents to or for
the account of Wachovia, Wachovia hereby authorizes you, subject to the
conditions described below, to release any of the Goods to any authorized agent
of the Borrower upon the Borrower's request. Your authority to release the Goods
to the Borrower or the Borrower's customers is subject to the following
conditions: (i) upon the written request of Wachovia, within one day after your
release of the Goods, you shall mail to Wachovia at 191 Peachtree Street,
Atlanta, GA 30303, Mail Code GA8056, 30th Floor, Attention: Laurie D. O'Fallon
or her designee, a copy of a receipt describing the agent to whom such Goods
were released and the quantity and description of the released Goods, and (ii)
upon the oral or written direction of Wachovia, you shall refuse to release the
Goods to the Borrower or the Borrower's customers and you shall only release
such Goods to Wachovia or the party designated by Wachovia in such oral or
written direction.

      The Borrower agrees that you shall have no liability to the Borrower if
you comply with Wachovia's oral or written direction as described above. The
Borrower further agrees that it will continue to pay all storage fees and other
expenses related to the storage of the Goods and will reimburse you for all
reasonable costs or expenses incurred as a direct result of your compliance with
the terms and provisions of this letter.

<PAGE>

      Please confirm your agreement with the terms of this letter by signing the
enclosed copy of this letter as indicated and returning it to Wachovia at
Wachovia at 191 Peachtree Street, Atlanta, GA 30303, Mail Code GA8056, 30th
Floor, Attention: Laurie D. O'Fallon.

                                       Very truly yours,

                                       WACHOVIA BANK, NATIONAL ASSOCIATION

                                       By:_____________________________
                                       Name:
                                       Title:

ACKNOWLEDGED AND AGREED TO:

[NAME OF BORROWER]

By:____________________________
Title:___________________________

Date:______________________

ACKNOWLEDGED AND AGREED TO:

[NAME OF WAREHOUSE OWNER]

By:____________________________
Title:__________________________

Date:_____________________

<PAGE>

                                    EXHIBIT B

                           FORM OF LANDLORD AGREEMENT

                         LANDLORD LIEN WAIVER AGREEMENT

Drawn by and return to:
Mayer, Brown, Rowe & Maw LLP
214 North Tryon Street, Suite 3800
Charlotte, NC 28202

      THIS LANDLORD LIEN WAIVER AGREEMENT (the "Agreement") is entered as of
this <<DATE>> by and between ______________________, a _________________ (the
"Landlord"), the owner of certain real property, buildings and improvements
located in _______________, and Wachovia Bank, National Association in its
capacity as administrative agent (the "Administrative Agent") for itself and the
other lenders (the "Lenders") providing revolving credit and letter of credit
facilities to Wolverine Tube, Inc. and certain other borrowing entities
(collectively, the "Borrowers") pursuant to that certain Amended and Restated
Credit Agreement, dated as of April 28, 2005 (as it may be amended, supplemented
or otherwise modified from time to time, the "Credit Agreement").

Recitals:

      1. The Lenders have agreed to provide the Borrowers with credit facilities
(the "Loans") up to an aggregate amount of $35,000,000 under the terms and
conditions of the Credit Agreement. The Borrowers have secured the repayment of
the Loans inter alia by granting the Administrative Agent, for the ratable
benefit of the Lenders, a first priority security interest in all of the
Borrowers' accounts receivable and inventory, whether now owned or hereafter
acquired, including without limitation, all raw materials, work-in-process,
finished goods, packaging materials and all other materials and supplies of any
nature related thereto, and all proceeds of any of the foregoing (collectively,
the "Collateral").

      2. ____________________ has assumed lease obligations with respect to the
Premises (as hereinafter defined) for the purpose of storing and warehousing the
Collateral.

      3. As a condition to extending the Loans, the Lenders and the
Administrative Agent have requested the Borrowers to obtain, and cause Landlord
to provide, Landlord's waiver and subordination all of its rights as a lessor
against any of the Collateral for so long as the Loans remain outstanding.
Landlord has agreed to execute this Agreement upon request by the Borrowers.

      NOW, THEREFORE, in consideration of the foregoing, and the mutual benefits
accruing to the Administrative Agent and Landlord as a result of the credit
facilities provided by the Lenders, the sufficiency and receipt of such
consideration being hereby acknowledged, the parties hereto agree as follows:

<PAGE>

      1. For so long as any of the Loans remain outstanding, Landlord hereby
waives, releases, and quitclaims in favor of the Administrative Agent and each
and every party now or hereafter participating as a Lender under the Credit
Agreement all rights that Landlord, or its successors and assigns, may now or
hereafter have to a lien, claim, charge or encumbrance of any kind or nature,
arising by statute, contract, common law or otherwise, relating to the storage
of the Collateral at any premises owned or controlled by Landlord (the
"Premises").

      2. For so long as any of the Loans remain outstanding, Landlord hereby
agrees that the liens and security interests existing in favor of the
Administrative Agent, for the ratable benefit of each and every party now or
hereafter participating as a Lender under the Credit Agreement, shall be prior
and superior to (i) any and all rights of distraint, levy, and execution which
Landlord may now or hereafter have against the Collateral, (ii) any and all
liens and security interests which Landlord may now or hereafter have on and in
the Collateral, and (iii) any and all other rights, demands and claims of every
nature whatsoever which Landlord may now or hereafter have on or against the
Collateral for any rent, storage charge, or similar expense, cost or sum due or
to become due Landlord by any of the Borrowers under the provisions of any
lease, storage agreement or otherwise, and Landlord hereby subordinates all of
its foregoing rights and interests in the Collateral to the security interest of
the Administrative Agent in the Collateral.

      3. Upon notice from the Administrative Agent that an event of default has
occurred under the Credit Agreement, Landlord agrees that the Administrative
Agent or its delegates or assigns may enter upon the Premises at any time or
times, during normal business hours, to inspect or remove the Collateral, or any
part thereof, from the Premises, without charge. The Administrative Agent shall
repair or pay reasonable compensation to Landlord for damage, if any, to the
Premises caused by the removal of Collateral.

      4. Landlord represents and warrants: (a) that it has not assigned its
claims for payment, if any, nor its right to perfect or assert a lien of any
kind whatsoever against the inventory; (b) that it has the right, power and
authority to execute this Agreement; (c) that it holds legal title to the
Premises. Landlord further agrees to provide the Administrative Agent with
prompt written notice in the event that Landlord sells the Premises, or any
portion thereof where any of the Borrowers stores any Collateral; and (d) that
it is not aware of any breach or default by _____________________ of its lease
obligations with respect to the Premises.

      5. This Agreement shall continue in effect during the term of the Credit
Agreement, and any extensions, renewals or modifications thereof and any
substitutions therefor, shall be binding upon the successors, assigns and
transferees of Landlord, and shall inure to the benefit of the transferees of
Landlord, and shall inure to the benefit of the Administrative Agent, each
Lender, and their respective successors and assigns. Landlord hereby waives
notice of the Administrative Agent's acceptance of and reliance on this
Agreement.

<PAGE>

      IN WITNESS WHEREOF, Landlord and the Administrative Agent have each caused
this Agreement to be duly executed by their respective authorized
representatives as of the date first above written.

                                       WACHOVIA BANK, NATIONAL
                                       ASSOCIATION, as Administrative
                                       Agent for the Lenders

                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________

                                       [LANDLORD]

                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________

Acknowledged and Agreed:

________________________________, as Lessee

By:___________________________________
Name:_________________________________
Title:________________________________

<PAGE>

                                    EXHIBIT C

                                     FORM OF

                              [NOTICE OF BORROWING]
                       [NOTICE OF CONTINUATION/CONVERSION]

TO:         _____ Wachovia Bank, National Association, as Administrative Agent
                  191 Peachtree Street
                  Atlanta, GA  30303
                  Mail Code GA8056
                  30th Floor
                  Attn: Laurie D. O'Fallon

RE:         Amended and Restated Credit Agreement entered into as of April 28,
            2005 among Wolverine Tube, Inc. (the "Company"), and certain of the
            Company's Subsidiaries (collectively, the "Borrowers"), Wachovia
            Bank, National Association, as Administrative Agent, and the Lenders
            party thereto (as amended, supplemented or otherwise modified from
            time to time, the "Credit Agreement").

DATE:_____________

1.    This Notice of Borrowing/Continuation/Conversion is made pursuant to the
      terms of the Credit Agreement. All capitalized terms used herein unless
      otherwise defined shall have the meanings set forth in the Credit
      Agreement.

2.    _______ Please be advised that the Borrowers are requesting a Revolving
      Loan in the amount of $__________ to be funded on ____________, ______ to
      accrue interest at the interest rate set forth in paragraph 4 below.
      Subsequent to the funding of the requested Revolving Loan, the aggregate
      amount of outstanding Revolving Loans will be $___________.

3.    ______ Please be advised that the Borrowers are requesting that a portion
      of the current outstanding Revolving Loans in the amount of
      $______________ that is currently accruing interest at the ____________ be
      [continued at or converted to] the interest rate option set forth in
      paragraph 5 below.

4.    The interest rate option applicable to the requested Revolving Loan set
      forth in paragraph 2 above shall be:

      (a)   ________ the Base Rate;

      (b)   ________ the Adjusted Eurodollar Rate for an Interest Period of:

            ________ one month

<PAGE>

            ________ two months
            ________ three months; or

      (c)   the LMIR.

5.    The interest rate option applicable to the continuation or conversion of
      all or part of the existing Revolving Loans, as set forth in paragraph 3
      above, shall be equal to:

      (a)   ________ the Base Rate;

      (b)   ________ the Adjusted Eurodollar Rate for an Interest Period of:

            ________ one month
            ________ two months
            ________ three months; or

      (c)   the LMIR.

6.    Subsequent to the continuation or conversion of all or part of the
      existing Revolving Loans, the sum of Revolving Loans outstanding plus IRPA
      Obligations plus LOC Obligations outstanding will not exceed the lesser of
      the Borrowing Base and the Revolving Loan Commitment.

7.    The representations and warranties made in the Credit Agreement are true
      and correct in all material respects at and as if made on the date hereof.

8.    As of the date hereof, no Default or Event of Default has occurred and is
      continuing or would be caused by the requested Revolving Loan.

9.    No Material Adverse Effect has occurred since the Closing Date.

10.   Immediately after giving effect to the making of the requested Revolving
      Loan, the sum of Revolving Loans outstanding plus IRPA Obligations plus
      LOC Obligations outstanding will not exceed the lesser of the Borrowing
      Base and the Revolving Loan Commitment.

11.   Immediately after giving effect to the making of the requested Revolving
      Loan or after the requested conversion or continuance, as applicable, all
      Indebtedness for borrowed money of the Company or any Subsidiary of the
      Company under the Credit Agreement in an aggregate principal amount which,
      together with the aggregate amount of Attributable Indebtedness deemed to
      be outstanding in respect of all Sale/Leaseback Transactions entered into
      pursuant to clause (a) of Section 4.4 of the 2008 Senior Note Indenture
      (exclusive of any such Sale/Leaseback Transaction otherwise permitted
      under clauses (a) through (h) of such Indenture), shall not exceed 10% of
      Consolidated Net Tangible Assets (with each of the defined terms used in
      this Section 11 having the meaning assigned to such terms in the 2008
      Senior Note Indenture). In the event the first sentence of this Section 11
      is not true, the Lenders shall not have an obligation to make an advance
      hereunder or to convert or continue existing borrowings or extensions of
      credit as

<PAGE>

      requested hereunder. The calculation demonstrating compliance with this
      Section 11 is set forth in Schedule 1 hereto.

                                       By:______________________________________
                                       Name:____________________________________
                                       Title:___________________________________

----------
* Base Rate Loans Eurodollar Loans and LMIR Loans are U.S. Dollar Loans.

<PAGE>

                                   Schedule 1
                           to the Notice of Borrowing

  [Calculation regarding Compliance with Section 11 of the Notice of Borrowing]

<PAGE>

                                    EXHIBIT D

                          FORM OF REVOLVING CREDIT NOTE

$________________ <<DATE>>

      FOR VALUE RECEIVED, the undersigned, _________________, a _______________
corporation (the "Borrower"), hereby promises to pay to the order of
_________________ (the "Lender") c/o _______________________, as agent for the
Lender (the "Administrative Agent"), ________________ (or at such other place or
places as the holder of this Revolving Credit Note may designate) in lawful
money (in the currency in which the Revolving Loan was made) and in immediately
available funds, the principal amount of _____________ Million Dollars
($____________), or such lesser amount as may then constitute the unpaid
aggregate principal amount of all Revolving Loans made by the Lender to the
Borrower pursuant to the Credit Agreement (as defined below), at the times set
forth in the Credit Agreement, but no later than the Maturity Date.

The Borrower further agrees to pay interest at said office, in like money, on
the unpaid principal amount owing hereunder from time to time outstanding from
the date of disbursement on the dates and at the rates specified in Article IV
of the Credit Agreement.

This promissory note is one of the Revolving Credit Notes referred to in the
Amended and Restated Credit Agreement, dated as of April 28, 2005 (together with
all modifications, renewals or replacements, the "Credit Agreement"), among the
Borrowers, the Lender, certain other financial institutions parties thereto and
Wachovia Bank, National Association, as Administrative Agent, and is subject to,
and entitled to, all provisions and benefits thereof and is subject to optional
and mandatory prepayment in whole or in part as provided therein. Capitalized
terms used herein without definition shall have the meanings given to such terms
in the Credit Agreement. The Credit Agreement, among other things, provides
[after giving effect to the Assignment and Acceptance executed by the Lender and
[name of assigning Lender] as of the date hereof](1) for the making of Revolving
Loans by the Lender to the Borrower from time to time in an aggregate amount not
to exceed at any time outstanding the U.S. dollar amount first above mentioned.

Upon the occurrence of any one or more of the Events of Default specified in the
Credit Agreement which have not been cured by the Borrower or waived by the
Administrative Agent at the direction of the Required Lenders, the
Administrative Agent shall, upon the written, telecopied or telex request of the
Required Lenders, and by delivery of written notice to the Borrower from the
Administrative Agent, take any or all of the following actions, without
prejudice to the rights of the Administrative Agent, the Lender or any holder of
this Revolving Credit Note to enforce its claims against the Borrower: (a)
declare all Obligations due hereunder to be immediately due and payable (except
with respect to any Event of Default set forth in Section 11.1(f) of the Credit
Agreement, in which case all Obligations due hereunder shall automatically
become immediately due and payable without the necessity of any notice or other
demand) without presentment, demand, protest or any

----------

(1)   To be used for replacement Revolving Notes.

<PAGE>

other action or obligation of the Lender; and (b) immediately terminate the
Credit Agreement and the Commitments thereunder.

This Revolving Credit Note is secured by Security Agreements referenced in the
Credit Agreement [and re-evidences the indebtedness outstanding on the date
hereof with respect to the Revolving Loans which indebtedness has been assigned
to the Lender pursuant to Section 14.3 of the Credit Agreement].(1)

The Borrower hereby waives presentment, demand, protest and notice of any kind.
No failure to exercise, and no delay in exercising any rights hereunder on the
part of the holder hereof shall operate as a waiver of such rights.

      THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS REVOLVING CREDIT NOTE
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NORTH CAROLINA WITHOUT GIVING
EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF.

                                       _________________________________

                                       By:______________________________
                                       Title:___________________________

----------

(1)   To be used for replacement Revolving Notes.

<PAGE>

                                  EXHIBIT E-1

               [FORM OF AMENDED AND RESTATED SECURITY AGREEMENT]

      THIS AMENDED AND RESTATED SECURITY AGREEMENT (this "Security Agreement")
is entered into as of April 28, 2005 by and among WOLVERINE TUBE, INC., a
Delaware corporation (the "Company"), its Subsidiaries identified as Subsidiary
Borrowers on the signature pages to the Credit Agreement referred to below and
any additional Subsidiaries of the Company which become Borrowers thereunder in
accordance with the terms thereof (together with the Company, the "Borrowers")
(hereinafter the Borrowers are collectively referred to as the "Obligors" and
individually as an "Obligor"), and WACHOVIA BANK, NATIONAL ASSOCIATION, in its
capacity as the administrative agent under the Credit Agreement referred to
below (in such capacity, the "Administrative Agent" or the "Agent".

                                    RECITALS

      WHEREAS, certain of the Borrowers, the Administrative Agent, and certain
lenders are each party to that certain Credit Agreement, dated as of March 27,
2002 (as heretofore amended, supplemented or otherwise modified, the "Existing
Credit Agreement");

      WHEREAS, the Existing Credit Agreement is being amended and restated by
the Amended and Restated Credit Agreement (as amended, modified, extended,
renewed or replaced from time to time, the "Credit Agreement"), dated as of
April 28, 2005, among the Borrowers, the Administrative Agent, and the lenders
from time to time party thereto (the "Lenders"), pursuant to which the Lenders
have agreed to make Revolving Loans to the Borrowers and to issue or participate
in Letters of Credit;

      WHEREAS, in order to secure the Obligations under and as defined in the
Existing Credit Agreement, the Borrowers and the Administrative Agent entered
into that certain Security Agreement, dated as of March 27, 2002 (as heretofore
amended, the "Existing Security Agreement"), pursuant to which the Borrowers
agreed to grant to the Administrative Agent, for the benefit of itself and the
Lenders, a first priority security interest in the Collateral (as defined
therein), whether now existing or hereafter acquired and wheresoever located,
all as more specifically set forth in the Existing Security Agreement;

      WHEREAS, the Borrower, the Lenders and Administrative Agent intend that
the Obligations under and as defined in the Existing Credit Agreement shall
continue to exist under, and to be evidenced by, the Credit Agreement;

      WHEREAS, it is a condition precedent to the effectiveness of the Credit
Agreement and the obligation of the Lenders to make Revolving Loans to the
Borrowers or to issue or participate in Letters of Credit under the Credit
Agreement, that the Obligors shall have executed and delivered this Security
Agreement to the Agent for the benefit of itself and the Lenders.

<PAGE>

      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:

      1. Definitions.

            (a) Unless otherwise defined herein, capitalized terms used herein
      shall have the meanings ascribed to such terms in the Credit Agreement,
      and the following terms which are defined in the Uniform Commercial Code
      from time to time in effect in the State of North Carolina (the "UCC") are
      used herein as so defined: Accessions, Accounts, As-Extracted Collateral,
      Certificated Security, Chattel Paper, Consumer Goods, Control, Deposit
      Accounts, Documents, Equipment, Farm Products, Instruments, Inventory,
      Investment Property, General Intangibles, Letter-of-Credit Rights,
      Manufactured Homes, Proceeds, Securities Intermediary, Standing Timber,
      Supporting Obligations and Tangible Chattel Paper. For purposes of this
      Security Agreement, the term "Lender" shall include any Affiliate of any
      Lender which has entered into a Hedging Agreement with any Obligor (to the
      extent the obligations of such Obligor thereunder constitute Secured
      Obligations).

            (b) In addition, the following terms shall have the following
      meaning:

            "Secured Obligations": (a) all of the Obligations, howsoever
      evidenced, created, incurred or acquired, whether primary, secondary,
      direct, contingent, or joint and several and (b) all expenses and charges,
      legal and otherwise, incurred by the Administrative Agent and/or the
      Lenders in collecting or enforcing any Obligation or in realizing on or
      protecting any security therefor, including without limitation the
      security afforded hereunder.

            "Trademark License": means any agreement, written or oral, providing
      for the grant by or to an Obligor of any right to use any Trademark.

            "Trademarks": (a) all trademarks, trade names, corporate names,
      company names, business names, fictitious business names, trade styles,
      service marks, logos and other source or business identifiers, and the
      goodwill associated therewith, now existing or hereafter adopted or
      acquired, all registrations and recordings thereof, and all applications
      in connection therewith, whether in the United States Patent and Trademark
      Office or in any similar office or agency of the United States, any State
      thereof or any other country or any political subdivision thereof and (b)
      all renewals thereof.

            "Trigger Event" means the initial incurrence of Obligations by the
      Borrowers which in the aggregate equal or exceed $18,000,000.

            The words "hereof", "herein" and "hereunder" and words of similar
      import when used in this Security Agreement or any other Credit Document
      shall refer to this Security Agreement as a whole and not to any
      particular provision of this Security Agreement, and all Section, Schedule
      and Annex references are to this Security Agreement unless

<PAGE>

      otherwise specified. The meanings given to terms defined herein shall be
      equally applicable to both the singular and plural forms of such terms

      2. Grant of Security Interest in the Collateral. To secure the prompt
payment and performance in full when due, whether by lapse of time,
acceleration, mandatory prepayment or otherwise, of the Secured Obligations,
each Obligor hereby grants to the Administrative Agent, for the benefit of
itself and the Lenders, a continuing security interest in, and a right to set
off against, any and all right, title and interest of such Obligor in and to the
following, whether now owned or existing or owned, acquired, or arising
hereafter (collectively, the "Collateral"):

            (a)   all Accounts;

            (b)   all cash and Cash Equivalents relating to Accounts or
                  Inventory;

            (c)   all Chattel Paper relating to Accounts or Inventory;

            (d)   all Deposit Accounts relating to Accounts or Inventory;

            (e)   all Documents relating to Accounts or Inventory;

            (f)   all Instruments relating to Accounts or Inventory;

            (g)   all Inventory;

            (h)   all Investment Property relating to Accounts or Inventory;

            (i)   all Letter-of-Credit Rights relating to Accounts or Inventory;

            (j)   all Deposit Accounts, including, without limitation, the
                  Lockbox Accounts, the Wachovia Cash Collateral Accounts, the
                  Wachovia Funding Account, the Concentration Account, the WLV
                  Joining Technologies Account and any replacement or successor
                  accounts relating thereto;

            (k)   all General Intangibles relating to Accounts and Inventory.

            (l)   all Supporting Obligations relating to Accounts or Inventory;

            (m)   all books, records, ledger cards, files, correspondence,
                  computer programs, tapes, disks, and related data processing
                  software (owned by such Obligor or in which it has an
                  assignable interest) that at any time evidence or contain
                  information relating to any Collateral or are otherwise
                  necessary or helpful in the collection thereof or realization
                  thereupon;

<PAGE>

            (n)   immediately upon the occurrence of the Trigger Event, without
                  any further action on the part of any Obligor, all Equipment,
                  and any and all of the foregoing relating to Equipment; and

            (o)   to the extent not otherwise included, all Accessions, Proceeds
                  and products of any and all of the foregoing.

      The Obligors and the Administrative Agent, on behalf of the Lenders,
hereby acknowledge and agree that the security interest created hereby in the
Collateral (i) constitutes continuing collateral security for all of the Secured
Obligations, whether now existing or hereafter arising and (ii) is not to be
construed as an assignment of any Trademarks or Trademark Licenses.

      The parties hereto acknowledge and agree that any Lien, ownership interest
or security interest created hereby in favor of the Agent in and to any Accounts
which are sold or otherwise transferred by the Obligors in connection with the
Permitted Securitization, shall be released automatically upon the sale or other
transfer of any such Accounts, without any further action by any party hereto;
provided, however, that if any of such Accounts is repurchased by, or otherwise
returned to, an Obligor, such Account shall constitute Collateral hereunder.

      3. Provisions Relating to Accounts, Contracts and Agreements.

            (a) Anything herein to the contrary notwithstanding, each of the
      Obligors shall remain liable under each of its Accounts, contracts and
      agreements to observe and perform all the conditions and obligations to be
      observed and performed by it thereunder, all in accordance with the terms
      of any agreement giving rise to each such Account or the terms of such
      contract or agreement. Neither the Agent nor any Lender shall have any
      obligation or liability under any Account (or any agreement giving rise
      thereto), contract or agreement by reason of or arising out of this
      Security Agreement or the receipt by the Agent or any Lender of any
      payment relating to such Account, contract or agreement pursuant hereto,
      nor shall the Agent or any Lender be obligated in any manner to perform
      any of the obligations of an Obligor under or pursuant to any Account (or
      any agreement giving rise thereto), contract or agreement, to make any
      payment, to make any inquiry as to the nature or the sufficiency of any
      payment received by it or as to the sufficiency of any performance by any
      party under any Account (or any agreement giving rise thereto), contract
      or agreement, to present or file any claim, to take any action to enforce
      any performance or to collect the payment of any amounts which may have
      been assigned to it or to which it may be entitled at any time or times.

            (b) At any time and from time to time, the Agent shall have the
      right, but not the obligation, to make test verifications of the Accounts
      in any manner and through any medium that it reasonably considers
      advisable, and the Obligors shall furnish all such assistance and
      information as the Agent may reasonably require in connection with such
      test verifications. Upon the Agent's request and at the expense of the
      Obligors, the Obligors shall cause independent public accountants or
      others satisfactory to the Agent to

<PAGE>

      furnish to the Agent reports showing reconciliations, aging and test
      verifications of, and trial balances for, the Accounts. The Agent in its
      own name or in the name of others may communicate with account debtors on
      the Accounts to verify with them to the Agent's satisfaction the
      existence, amount and terms of any Accounts.

      4. Representations and Warranties. Each Obligor hereby represents and
warrants to the Agent, for the benefit of the Lenders, that on the Closing Date
and each date upon which a Borrowing Notice, a Compliance Certificate, or a
request for a Letter of Credit is delivered and at all other times so long as
any of the Secured Obligations remain outstanding or any Credit Document or
Hedging Agreement between any Obligor and any Lender is in effect or any Letter
of Credit shall remain outstanding, and until all of the Commitments shall have
been terminated (provided, however, the representations and warranties in the
first sentence of Section 4(a) or Sections 4(b), (e) or (f) made at such other
times shall not constitute an Event of Default if untrue provided the Obligor
shall have caused such representation or warranty to be true in all material
respects within thirty (30) days of such date):

            (a) Chief Executive Office; Books and Records; Legal Name; State of
      Formation. Each Obligor's chief executive office and chief place of
      business are (and for the prior four months has been) located at the
      locations set forth on Schedule 4(a)(i) hereto (as updated from time to
      time), and each Obligor keeps its books and records at such locations.
      Each Obligor's exact legal name is as shown in this Security Agreement and
      its state of formation is (and for the prior four months has been) the
      state set forth on Schedule 4(a)(i) hereto. No Obligor has in the past
      four months changed its name, been party to a merger, consolidation or
      other change in structure or used any tradename not disclosed on Schedule
      4(a)(ii) attached hereto (as updated from time to time).

            (b) Location of Tangible Collateral. The location of all tangible
      Collateral owned by each Obligor is as shown on Schedule 4(b) (as updated
      from time to time).

            (c) Ownership. Each Obligor is the legal and beneficial owner of its
      Collateral and has the right to pledge, sell, assign or transfer the same,
      subject to Permitted Liens.

            (d) Security Interest/Priority. This Security Agreement creates a
      valid security interest in favor of the Agent, for the benefit of the
      Lenders, in the Collateral of such Obligor and, when properly perfected by
      filing or upon the Agent obtaining Control of such Collateral, shall
      constitute a valid first priority, perfected security interest in such
      Collateral, to the extent such security interest can be perfected by
      filing or through Control under the UCC (or similar local law), free and
      clear of all Liens except for Permitted Liens.

            (e) Consents. Except for the filing or recording of UCC financing
      statements or obtaining Control to perfect the Liens created by this
      Security Agreement that may be perfected through the filing of a UCC
      financing statement or obtaining Control, no consent or authorization of,
      filing with, or other act by or in respect of, any arbitrator or

<PAGE>

      Governmental Authority and no consent of any other Person (including,
      without limitation, any stockholder, member or creditor of such Obligor),
      is required (except as such have been duly obtained, made or given and are
      in full force and effect) (i) for the grant by such Obligor of the
      security interest in the Collateral granted hereby or for the execution,
      delivery or performance of this Security Agreement by such Obligor or (ii)
      for the perfection of such security interest or the exercise by the Agent
      of the rights and remedies provided for in this Security Agreement.

            (f) Types of Collateral. None of the Collateral consists of, or is
      the Proceeds of, As-Extracted Collateral, Consumer Goods, Farm Products,
      Manufactured Homes or Standing Timber.

            (g) Accounts. With respect to the Accounts of the Obligors: (i) the
      goods sold and/or services furnished giving rise to each Account are not
      subject to any security interest or Lien except Permitted Liens; (ii) each
      Account and the papers and documents of the applicable Obligor relating
      thereto are genuine and in all material respects what they purport to be;
      (iii) each Account arises out of a bona fide transaction for goods sold
      and delivered (or in the process of being delivered) by an Obligor or for
      services actually rendered by an Obligor, which transaction was conducted
      in the ordinary course of the Obligors' business and was completed in
      accordance with the terms of any documents pertaining thereto; (iv) none
      of the Obligors Accounts are evidenced by any Instrument or Chattel Paper
      unless such Instrument or Chattel Paper has been previously endorsed over
      and delivered to, or submitted to the Control of, the Agent; (v) the
      amount of each Account as shown on the applicable Obligor's books and
      records, and on all invoices and statements which may be delivered to the
      Agent with respect thereto, is due and payable to the applicable Obligor;
      (vi) to each of the Obligors' knowledge, the account debtor with respect
      to each Account has the capacity to contract; and (vii) no surety bond was
      required or given in connection with any Account of an Obligor or the
      contracts or purchase orders out of which they arose.

            (h) Documents, Instruments and Chattel Paper. All Documents,
      Instruments and Chattel Paper describing, evidencing or constituting
      Collateral are, to the Obligors' knowledge, complete, valid, and genuine.

            (i) Equipment. With respect to any Obligor's Equipment: (i) such
      Obligor has good and marketable title thereto; (ii) all such Equipment is
      in normal operating condition and repair and is suitable for the uses to
      which it is customarily put in the conduct of such Obligor's business; and
      (iii) no Equipment used in the conduct of such Obligor's business is
      leased, except for non-material items or other items subject to operating
      leases entered into in the ordinary course of such Obligor's business.

            (j) Restrictions on Security Interest. No Obligor is a party to any
      license or other agreement which would materially limit the Agent's (or
      any of the Agent's transferees) right to sell, lease, or otherwise use any
      Inventory or Equipment upon the Agent's proper exercise of its remedies
      hereunder and under the other Credit Documents, except for, in the case of
      Equipment, Permitted Liens.

<PAGE>

      5. Covenants. Each Obligor covenants that, so long as any of the Secured
Obligations remain outstanding or any Credit Document or Hedging Agreement
between any Obligor and any Lender is in effect or any Letter of Credit shall
remain outstanding, and until all of the Commitments shall have been terminated,
such Obligor shall:

            (a) Other Liens. Defend the Collateral against the claims and
      demands of all other parties claiming an interest therein, and keep the
      Collateral free from all Liens, except for Permitted Liens. Neither the
      Agent nor any Lender authorizes any Obligor to, and no Obligor shall,
      sell, exchange, transfer, assign, lease or otherwise dispose of the
      Collateral or any interest therein, except as permitted under the Credit
      Agreement or this Security Agreement.

            (b) Preservation of Collateral. Keep the Collateral in good order,
      condition and repair in all material respects and provide all maintenance,
      service and repairs necessary for such purpose; not use the Collateral in
      violation of the provisions of this Security Agreement or any other
      agreement relating to the Collateral or any policy insuring the Collateral
      or any applicable statute, law, bylaw, rule, regulation or ordinance; not
      permit any Collateral to be or become a fixture to real property or an
      accession to other personal property unless the Agent has a valid,
      perfected and first priority security interest for the benefit of the
      Lenders in such real or personal property and not, without the prior
      written consent of the Agent, alter or remove any identifying symbol or
      serial number on its Equipment or, if any, on its Inventory.

            (c) Possession or Control of Certain Collateral. If (i) any amount
      payable under or in connection with any of the Collateral shall be or
      become evidenced by any Instrument, Tangible Chattel Paper, Certificated
      Security or Supporting Obligation or (ii) if any Collateral shall be
      stored or shipped subject to a Document or (iii) if any Collateral shall
      consist of Investment Property in the form of certificated securities,
      promptly notify the Agent of the existence of such Collateral and, at the
      request of the Agent, deliver such Instrument, Chattel Paper, Certificated
      Security, Supporting Obligation, Document or Investment Property to the
      Agent, duly endorsed in a manner satisfactory to the Agent, to be held as
      Collateral pursuant to this Security Agreement. If any Collateral shall
      consist of Deposit Accounts, Chattel Paper in electronic form,
      Letter-of-Credit Rights or uncertificated Investment Property, execute and
      deliver (and, with respect to any Collateral consisting of uncertificated
      Investment Property, cause the Securities Intermediary with respect to
      such Investment Property to execute and deliver) to the Agent, upon the
      Agent's request, all control agreements, assignments, instruments or other
      documents as reasonably requested by the Agent for the purposes of
      obtaining and maintaining control of such Collateral within the meaning of
      the UCC (or similar local law).

            (d) Changes in Corporate Structure or Location. Not, without
      providing 30 days prior written notice to the Agent and without filing (or
      confirming that the Agent has filed) such amendments to any previously
      filed financing statements as the Agent may require, (i) alter its
      corporate existence or, in one transaction or a series of transactions,

<PAGE>

      merge into or consolidate with any other entity, or sell all or
      substantially all of its assets, (ii) change its state of incorporation or
      formation, (iii) change its registered corporate name, (iv) change the
      location of its chief executive office and chief place of business (as
      well as its books and records) from the locations set forth on Schedule
      4(a) hereto or (v) change the location of its Collateral from the
      locations set forth for such Obligor on Schedule 4(b) hereto.

            (e) Inspection. Allow the Agent or its representatives to visit and
      inspect the Collateral as set forth in Section 7.12 of the Credit
      Agreement.

            (f) Perfection of Security Interest. Each Obligor hereby authorizes
      the Agent to prepare and file such financing statements (including renewal
      statements, continuation statements and in lieu statements) or amendments
      thereof or supplements thereto or other instruments as the Agent may from
      time to time deem necessary or appropriate in order to perfect and
      maintain the security interests granted hereunder in accordance with the
      UCC (or similar local law). Any financing statement filed by the Agent may
      contain a general description of the Collateral covered thereby. Each
      Obligor shall also execute and deliver to the Agent such agreements,
      assignments or instruments (including affidavits, notices, reaffirmations
      and amendments and restatements of existing documents) as the Agent may
      reasonably request and do all such other things as the Agent may
      reasonably deem necessary or appropriate (i) to assure to the Agent its
      security interests hereunder are perfected, including such financing
      statements (including renewal statements and continuation statements) or
      amendments thereof or supplements thereto or other instruments as the
      Agent may from time to time reasonably request in order to perfect and
      maintain the security interests granted hereunder in accordance with the
      UCC and any other personal property security legislation in the
      appropriate state(s) or province(s), (ii) to consummate the transactions
      contemplated hereby and (iii) to otherwise protect and assure the Agent of
      its rights and interests hereunder. To that end, each Obligor hereby
      irrevocably makes, constitutes and appoints the Agent, its nominee or any
      other person whom the Agent may designate, as such Obligor's
      attorney-in-fact with full power and for the limited purpose to sign in
      the name of such Obligor any such financing statements, or amendments and
      supplements to financing statements, in lieu statements, renewal financing
      statements, continuation statements, notices or any similar documents
      which in the Agent's reasonable discretion would be necessary, appropriate
      or convenient in order to perfect and maintain perfection of the security
      interests granted hereunder, such power, being coupled with an interest,
      being and remaining irrevocable so long as any of the Secured Obligations
      remain outstanding or any Credit Document or Hedging Agreement between any
      Obligor and any Lender is in effect or any Letter of Credit shall remain
      outstanding and until all of the Commitments shall have terminated. Each
      Obligor hereby agrees that a carbon, photographic or other reproduction of
      this Security Agreement or any such financing statement is sufficient for
      filing as a financing statement by the Agent without notice thereof to
      such Obligor wherever the Agent may in its sole discretion desire to file
      the same. In the event for any reason the law of any jurisdiction other
      than North Carolina becomes or is applicable to the Collateral of any
      Obligor or any part thereof, or to any of the Secured Obligations, such
      Obligor agrees to execute and deliver

<PAGE>

      all such instruments and to do all such other things as the Agent in its
      sole discretion reasonably deems necessary or appropriate to preserve,
      protect and enforce the security interests of the Agent under the law of
      such other jurisdiction (and, if an Obligor shall fail to do so promptly
      upon the request of the Agent, then the Agent may execute any and all such
      requested documents on behalf of such Obligor pursuant to the power of
      attorney granted hereinabove). Each Obligor agrees to mark its books and
      records located at its principal offices, including without limitation
      each location set forth in Schedule 6.21 to the Credit Agreement and all
      other books and records required to be marked to maintain the Agent's
      perfected security interest in the Collateral, to reflect the security
      interest of the Agent in the Collateral and upon the request of the Agent
      after the occurrence and during the continuance of an Event of Default,
      each Obligor agrees to mark all other books and records, including without
      limitation such books and records which may be distributed to third
      parties from time to time..

            (g) Collateral Held by Warehouseman, Bailee, etc. If any Collateral
      is at any time in the possession or control of a warehouseman, bailee or
      any agent or processor of such Obligor, (i) notify the Agent of such
      possession, (ii) notify such Person of the Agent's security interest for
      the benefit of the Lenders in such Collateral, (iii) instruct such Person
      to hold all such Collateral for the Agent's account subject to the Agent's
      instructions and (iv) use its best reasonable efforts to obtain an
      acknowledgment from such Person that it is holding such Collateral for the
      benefit of the Agent.

            (h) Treatment of Accounts. (i) Comply with all provisions of the
      Credit Agreement relating to the establishment and maintenance of the
      Lockboxes, (ii) comply with all reporting requirements set forth in the
      Credit Agreement with respect to Accounts, (iii) not grant or extend the
      time for payment of any Account, or compromise or settle any Account for
      less than the full amount thereof, or release any person or property, in
      whole or in part, from payment thereof, or allow any credit or discount
      thereon, other than as normal and customary in the ordinary course of an
      Obligor's business and (iv) maintain at its principal place of business a
      record of Accounts consistent with customary business practices.

            (i) Covenants Relating to Inventory.

                  (i) Maintain, keep and preserve its Inventory in good salable
            condition at its own cost and expense.

                  (ii) Comply with all reporting requirements set forth in the
            Credit Agreement with respect to Inventory.

                  (iii) If any of the Inventory is at any time evidenced by a
            document of title, promptly upon request by the Agent, deliver such
            document of title to the Agent.

<PAGE>

            (j) Bank Accounts. At all times, maintain the Lockbox Accounts, the
      Wachovia Cash Collateral Account, the Wachovia Funding Account and the
      Concentration Account and any replacement or successor accounts relating
      thereto in accordance with the terms of the Lockbox Agreements and the
      Credit Agreement, as applicable, and cause all amounts received in the
      Lockboxes relating thereto to be deposited into the applicable Lockbox
      Account, the Wachovia Cash Collateral Account, the Wachovia Funding
      Account or the Concentration Account, as the case may be, and to be
      applied as set forth in the applicable Lockbox Agreement, the Credit
      Agreement and the Intercreditor Agreement, as appropriate. All amounts on
      deposit in the Lockbox Accounts, the Wachovia Cash Collateral Account, the
      Wachovia Funding Account and the Concentration Account and any replacement
      or successor account relating thereto shall be subject to the Lien of the
      Agent hereunder.

            (k) Insurance. Insure, repair and replace the Collateral of such
      Obligor as set forth in the Credit Agreement. All insurance proceeds
      relating to the Collateral shall be subject to the security interest of
      the Agent hereunder, subject to Permitted Liens.

            (l) Use of Trademarks. Upon the occurrence and during the
      continuation of an Event of Default, the Obligors agree that the Agent
      shall have the following rights:

            (i)   The exclusive license and right to sell or otherwise liquidate
                  all work in process, finished goods and raw material inventory
                  held by the Obligors or their Subsidiaries under the Obligors'
                  trade names, Trademarks or Trademark Licenses.

            (ii)  The exclusive license and right to complete all work in
                  progress of the Obligors or their Subsidiaries and liquidate
                  the same under the Obligors' trade names, Trademarks or
                  Trademark Licenses.

            (iii) The exclusive license and right to use Obligors' trade names,
                  Trademarks or Trademark Licenses on and in connection with the
                  development, manufacture, promotion and sale of the goods in
                  respect of which Obligors' enjoy rights under Obligors' trade
                  names, Trademarks or Trademark Licenses.

            (iv)  The exclusive license and right to perform on behalf of the
                  Obligors or their Subsidiaries under any private label
                  manufacturing agreements.

      6. Special Provisions Regarding Inventory.

            (a) Notwithstanding anything to the contrary contained in this
      Security Agreement, each Obligor may, unless and until an Event of Default
      occurs and is continuing and the Agent instructs such Obligor otherwise,
      without further consent or approval of the Agent, use, consume, sell,
      lease and exchange its Collateral in the ordinary course of its business
      as presently conducted, whereupon, in the case of such a

<PAGE>

      sale or exchange, the security interest created hereby in the Inventory so
      sold or exchanged (but not in any Proceeds arising from such sale or
      exchange) shall cease immediately without any further action on the part
      of the Agent.

            (b) Upon the Lenders' making any Loan pursuant to the Credit
      Agreement or the Issuing Bank issuing any Letter of Credit pursuant to the
      Credit Agreement, each Obligor shall be deemed to have warranted that all
      warranties of such Obligor set forth in this Security Agreement with
      respect to its Inventory are true and correct in all material respects
      with respect to such Inventory, including without limitation that such
      Inventory is located at a location set forth on Schedule 4(b) hereto (as
      updated from time to time).

      7. Performance of Obligations; Advances by Agent. On failure of any
Obligor to perform any of the covenants and agreements contained herein, the
Agent may, at its sole option and in its sole discretion, perform or cause to be
performed the same and in so doing may expend such sums as the Agent may
reasonably deem advisable in the performance thereof, including, without
limitation, the payment of any insurance premiums, the payment of any taxes, a
payment to obtain a release of a Lien or potential Lien, expenditures made in
defending against any adverse claim and all other expenditures which the Agent
may make for the protection of the security interest hereof or may be compelled
to make by operation of law. All such sums and amounts so expended shall be
repayable by the Obligors on a joint and several basis promptly upon timely
notice thereof and demand therefor, shall constitute additional Secured
Obligations and shall bear interest from the date said amounts are expended at
the default rate set forth in Section 4.2 of the Credit Agreement. No such
performance of any covenant or agreement by the Agent on behalf of any Obligor,
and no such advance or expenditure therefor, shall relieve the Obligors of any
default under the terms of this Security Agreement, the other Credit Documents
or any Hedging Agreement between any Obligor and any Lender. The Agent may make
any payment hereby authorized in accordance with any bill, statement or estimate
procured from the appropriate public office or holder of the claim to be
discharged without inquiry into the accuracy of such bill, statement or estimate
or into the validity of any tax assessment, sale, forfeiture, tax lien, title or
claim except to the extent such payment is being contested in good faith by an
Obligor in appropriate proceedings and against which adequate reserves are being
maintained in accordance with GAAP.

      8. Events of Default.

      The occurrence of an Event of Default under the Credit Agreement shall be
an event of default hereunder (an "Event of Default").

      9. Remedies.

            (a) General Remedies. Upon the occurrence of an Event of Default and
      during continuation thereof, the Agent on behalf of the Lenders and each
      of the Lenders shall have, in addition to the rights and remedies provided
      herein, in the Credit Documents, in any Hedging Agreement between any
      Obligor and any Lender or by law (including, but not limited to, levy of
      attachment, garnishment and the rights and

<PAGE>

      remedies set forth in the Uniform Commercial Code (or similar local law)
      of the jurisdiction applicable to the affected Collateral), the rights and
      remedies of a secured party under the UCC (regardless of whether the UCC
      is the law of the jurisdiction where the rights and remedies are asserted
      and regardless of whether the UCC applies to the affected Collateral), and
      further, the Agent may, with or without judicial process or the aid and
      assistance of others, (i) enter on any premises on which any of the
      Collateral may be located and, without resistance or interference by the
      Obligors, take possession of the Collateral, (ii) dispose of any
      Collateral on any such premises, (iii) require the Obligors to assemble
      and make available to the Agent at the expense of the Obligors any
      Collateral at any place and time designated by the Agent which is
      reasonably convenient to both parties, (iv) remove any Collateral from any
      such premises for the purpose of effecting sale or other disposition
      thereof, and/or (v) without demand and without advertisement, notice,
      hearing or process of law, all of which each of the Obligors hereby waives
      to the fullest extent permitted by law, at any place and time or times,
      sell and deliver any or all Collateral held by or for it at public or
      private sale, by one or more contracts, in one or more parcels, for cash,
      upon credit or otherwise, at such prices and upon such terms as the Agent
      deems advisable, in its sole discretion. Neither the Agent's compliance
      with any applicable state, provincial or federal law in the conduct of
      such sale, nor its disclaimer of any warranties relating to the
      Collateral, shall be considered to adversely affect the commercial
      reasonableness of such sale. In addition to all other sums due the Agent
      and the Lenders with respect to the Secured Obligations, the Obligors
      shall pay the Agent and each of the Lenders all reasonable costs and
      expenses incurred by the Agent or any such Lender, including, but not
      limited to, reasonable attorneys' fees and court costs, in obtaining or
      liquidating the Collateral, in enforcing payment of the Secured
      Obligations, or in the prosecution or defense of any action or proceeding
      by or against the Agent or the Lenders or the Obligors concerning any
      matter arising out of or connected with this Security Agreement, any
      Collateral or the Secured Obligations, including, without limitation, any
      of the foregoing arising in, arising under or related to a case under any
      bankruptcy, insolvency or similar law. To the extent the rights of notice
      cannot be legally waived hereunder, each Obligor agrees that any
      requirement of reasonable notice shall be met if such notice is personally
      served on or mailed, postage prepaid, to the Borrower in accordance with
      the notice provisions of Section 14.1 of the Credit Agreement at least ten
      (10) days before the time of sale or other event giving rise to the
      requirement of such notice. The Agent and the Lenders shall not be
      obligated to make any sale or other disposition of the Collateral
      regardless of notice having been given. To the extent permitted by law,
      any Lender may be a purchaser at any such sale. To the extent permitted by
      applicable law, each of the Obligors hereby waives all of its rights of
      redemption with respect to any such sale. Subject to the provisions of
      applicable law, the Agent and the Lenders may postpone or cause the
      postponement of the sale of all or any portion of the Collateral by
      announcement at the time and place of such sale, and such sale may,
      without further notice, to the extent permitted by law, be made at the
      time and place to which the sale was postponed, or the Agent and the
      Lenders may further postpone such sale by announcement made at such time
      and place.

<PAGE>

            (b) Remedies Relating to Accounts. Upon the occurrence of an Event
      of Default and during the continuation thereof, whether or not the Agent
      has exercised any or all of its rights and remedies hereunder, the Agent
      shall have the right to enforce any Obligor's rights against any account
      debtors and obligors on such Obligor's Accounts. Each Obligor acknowledges
      and agrees that the Proceeds of its Accounts remitted to or on behalf of
      the Agent in accordance with the provisions hereof shall be solely for the
      Agent's own convenience and that such Obligor shall not have any right,
      title or interest in such Proceeds or in any such other amounts except as
      expressly provided herein. The Agent and the Lenders shall have no
      liability or responsibility to any Obligor for acceptance of a check,
      draft or other order for payment of money bearing the legend "payment in
      full" or words of similar import or any other restrictive legend or
      endorsement or be responsible for determining the correctness of any
      remittance. The Agent shall have no obligation to apply or give credit for
      any item included in proceeds of Accounts or other Collateral until the
      applicable Lockbox Bank has received final payment therefor at its offices
      in cash. However, if the Agent does permit credit to be given for any item
      prior to a Lockbox Bank receiving final payment therefor and such Lockbox
      Bank fails to receive such final payment or an item is charged back to the
      Agent or any Lockbox Bank for any reason, the Agent may at its election in
      either instance charge the amount of such item back against any such
      Lockbox Accounts, together with interest thereon at a rate per annum equal
      to the default rate set forth in Section 4.2 of the Credit Agreement. Each
      Obligor hereby agrees to indemnify the Agent and the Lenders from and
      against all liabilities, damages, losses, actions, claims, judgments,
      costs, expenses, charges and reasonable attorneys' fees suffered or
      incurred by the Agent or the Lenders (each, an "Indemnified Party")
      because of the maintenance of the foregoing arrangements except as
      relating to or arising out of the gross negligence or willful misconduct
      of an Indemnified Party or its officers, employees or agents. In the case
      of any investigation, litigation or other proceeding, the foregoing
      indemnity shall be effective whether or not such investigation, litigation
      or proceeding is brought by an Obligor, its directors, shareholders or
      creditors or an Indemnified Party or any other Person or any other
      Indemnified Party is otherwise a party thereto. The Agent shall have no
      liability or responsibility to any Obligor for a Lockbox Bank accepting
      any check, draft or other order for payment of money bearing the legend
      "payment in full" or words of similar import or any other restrictive
      legend or endorsement whatsoever or be responsible for determining the
      correctness of any remittance (it being understood that this sentence
      shall in no way affect the liability or responsibility of any such Lockbox
      Bank).

            (c) Access. In addition to the rights and remedies hereunder, upon
      the occurrence of an Event of Default and during the continuation thereof,
      the Agent shall have the right to enter and remain upon the various
      premises of the Obligors without cost or charge to the Agent, and use the
      same, together with materials, supplies, books and records of the Obligors
      for the purpose of collecting and liquidating the Collateral, or for
      preparing for sale and conducting the sale of the Collateral, whether by
      foreclosure, auction or otherwise. In addition, the Agent may remove
      Collateral, or any part thereof, from such premises and/or any records
      with respect thereto, in order to effectively collect

<PAGE>

      or liquidate such Collateral. If the Agent exercises its right to take
      possession of the Collateral, each Obligor shall also at its expense
      perform any and all other steps reasonably requested by the Agent to
      preserve and protect the security interest hereby granted in the
      Collateral, such as placing and maintaining signs indicating the security
      interest of the Agent, appointing overseers for the Collateral and
      maintaining inventory records.

            (d) Nonexclusive Nature of Remedies. Failure by the Agent or the
      Lenders to exercise any right, remedy or option under this Security
      Agreement, any other Credit Document, any Hedging Agreement between any
      Obligor and any Lender or as provided by law, or any delay by the Agent or
      the Lenders in exercising the same, shall not operate as a waiver of any
      such right, remedy or option. No waiver hereunder shall be effective
      unless it is in writing, signed by the party against whom such waiver is
      sought to be enforced and then only to the extent specifically stated,
      which in the case of the Agent or the Lenders shall only be granted as
      provided herein. To the extent permitted by law, neither the Agent, the
      Lenders, nor any party acting as attorney for the Agent or the Lenders,
      shall be liable hereunder for any acts or omissions or for any error of
      judgment or mistake of fact or law other than their gross negligence or
      willful misconduct hereunder. The rights and remedies of the Agent and the
      Lenders under this Security Agreement shall be cumulative and not
      exclusive of any other right or remedy which the Agent or the Lenders may
      have.

            (e) Retention of Collateral. The Agent may, after providing the
      notices required by Section 9-620 of the UCC or otherwise complying with
      the requirements of applicable law of the relevant jurisdiction, accept or
      retain the Collateral in satisfaction of the Secured Obligations. Unless
      and until the Agent shall have provided such notices, however, the Agent
      shall not be deemed to have retained any Collateral in satisfaction of any
      Secured Obligations for any reason.

            (f) Deficiency. In the event that the proceeds of any sale,
      collection or realization are insufficient to pay all amounts to which the
      Agent or the Lenders are legally entitled, the Obligors shall be jointly
      and severally liable for the deficiency, together with interest thereon at
      the default rate set forth in Section 4.2 of the Credit Agreement,
      together with the costs of collection and the reasonable fees of any
      attorneys employed by the Agent to collect such deficiency. Any surplus
      remaining after the full payment and satisfaction of the Secured
      Obligations shall be returned to the Obligors or to whomsoever a court of
      competent jurisdiction shall determine to be entitled thereto.

            (g) Other Security. To the extent that any of the Secured
      Obligations are now or hereafter secured by property other than the
      Collateral (including, without limitation, real property and securities
      owned by an Obligor), or by a guarantee, endorsement or property of any
      other Person, then the Agent and the Lenders shall have the right to
      proceed against such other property, guarantee or endorsement upon the
      occurrence of any Event of Default, and the Agent and the Lenders have the
      right, in their sole discretion, to determine which rights, security,
      liens, security interests or remedies the

<PAGE>

      Agent and the Lenders shall at any time pursue, relinquish, subordinate,
      modify or take with respect thereto, without in any way modifying or
      affecting any of them or any of the Agent's and the Lenders' rights or the
      Secured Obligations under this Security Agreement, under any other of the
      Credit Documents or under any Hedging Agreement between any Obligor and
      any Lender (to the extent the obligations of such Obligor thereunder
      constitute Secured Obligations).

      10. Rights of the Agent.

            (a) Power of Attorney. In addition to other powers of attorney
      contained herein, each Obligor hereby designates and appoints the Agent,
      on behalf of the Lenders, and each of its designees or agents, as
      attorney-in-fact of such Obligor, irrevocably and with power of
      substitution, with authority to take any or all of the following actions
      upon the occurrence and during the continuation of an Event of Default:

                  (i) to demand, collect, settle, compromise, adjust, give
            discharges and releases, all as the Agent may reasonably determine;

                  (ii) to commence and prosecute any actions at any court for
            the purposes of collecting any Collateral and enforcing any other
            right in respect thereof;

                  (iii) to defend, settle, adjust or compromise any action, suit
            or proceeding brought with respect to the Collateral and, in
            connection therewith, give such discharge or release as the Agent
            may deem reasonably appropriate;

                  (iv) to receive and open mail addressed to an Obligor and
            endorse checks, notes, drafts, acceptances, money orders, bills of
            lading, warehouse receipts or other instruments or documents
            evidencing payment, shipment or storage of the goods giving rise to
            the Collateral of such Obligor, or securing or relating to such
            Collateral, on behalf of and in the name of such Obligor;

                  (v) to sell, assign, transfer, make any agreement in respect
            of, or otherwise deal with or exercise rights in respect of, any
            Collateral or the goods or services which have given rise thereto,
            as fully and completely as though the Agent were the absolute owner
            thereof for all purposes;

                  (vi) to adjust and settle claims under any insurance policy
            relating to the Collateral;

                  (vii) to execute and deliver all assignments, conveyances,
            statements, financing statements, renewal financing statements,
            security agreements, affidavits, notices and other agreements,
            instruments and

<PAGE>

            documents that the Agent may determine necessary in order to perfect
            and maintain the security interests and liens granted in this
            Security Agreement and in order to fully consummate all of the
            transactions contemplated herein;

                  (viii) to institute any foreclosure proceedings that the Agent
            may deem appropriate; and

                  (ix) to do and perform all such other acts and things as the
            Agent may reasonably deem to be necessary, proper or convenient in
            connection with the Collateral.

      This power of attorney is a power coupled with an interest and shall be
      irrevocable (i) for so long as any of the Secured Obligations remain
      outstanding, any Credit Document or any Hedging Agreement between any
      Obligor and any Lender is in effect or any Letter of Credit shall remain
      outstanding and (ii) until all of the Commitments shall have been
      terminated. The Agent shall be under no duty to exercise or withhold the
      exercise of any of the rights, powers, privileges and options expressly or
      implicitly granted to the Agent in this Security Agreement, and shall not
      be liable for any failure to do so or any delay in doing so. The Agent
      shall not be liable for any act or omission or for any error of judgment
      or any mistake of fact or law in its individual capacity or its capacity
      as attorney-in-fact except acts or omissions resulting from its gross
      negligence or willful misconduct. This power of attorney is conferred on
      the Agent solely to protect, preserve and realize upon its security
      interest in the Collateral.

            (b) Assignment by the Agent. Subject to the terms of the Credit
      Agreement, the Agent may from time to time assign the Secured Obligations
      and any portion thereof and/or the Collateral and any portion thereof, and
      the assignee shall be entitled to all of the rights and remedies of the
      Agent under this Security Agreement in relation thereto.

            (c) The Agent's Duty of Care. Other than the exercise of reasonable
      care to assure the safe custody of the Collateral while being held by the
      Agent hereunder, the Agent shall have no duty or liability to preserve
      rights pertaining thereto, it being understood and agreed that the
      Obligors shall be responsible for preservation of all rights in the
      Collateral, and the Agent shall be relieved of all responsibility for the
      Collateral upon surrendering it or tendering the surrender of it to the
      Obligors. The Agent shall be deemed to have exercised reasonable care in
      the custody and preservation of the Collateral in its possession if the
      Collateral is accorded treatment substantially equal to that which the
      Agent accords its own property, which shall be no less than the treatment
      employed by a reasonable and prudent agent in the industry, it being
      understood that the Agent shall not have responsibility for taking any
      necessary steps to preserve rights against any parties with respect to any
      of the Collateral. In the event of a public or private sale of Collateral
      pursuant to Section 9 hereof, the Agent shall have no obligation to
      clean-up, repair or otherwise prepare the Collateral for sale.

<PAGE>

      11. Application of Proceeds. Any amounts on deposit in the Lockbox
Accounts, the Wachovia Cash Collateral Accounts, the Wachovia Funding Account
and the Concentration Account and any replacement or successor accounts relating
thereto, as applicable, shall be applied by the Agent in accordance with the
terms of the Credit Agreement, the Lockbox Agreement relating thereto and the
Intercreditor Agreement, as applicable. Upon the occurrence and during the
continuation of an Event of Default, any payments in respect of the Secured
Obligations and any proceeds of the Collateral, when received by the Agent or
any of the Lenders in cash or its equivalent, will be applied in reduction of
the Secured Obligations in the order set forth in Section 4.7 of the Credit
Agreement, and each Obligor irrevocably waives the right to direct the
application of such payments and proceeds and acknowledges and agrees that the
Agent shall have the continuing and exclusive right to apply and reapply any and
all such payments and proceeds in the Agent's sole discretion, notwithstanding
any entry to the contrary upon any of its books and records.

      12. Costs of Counsel. If at any time hereafter, whether upon the
occurrence of an Event of Default or not, the Agent employs counsel or after the
occurrence and during the continuance of an Event of Default any Lender employs
counsel to prepare or consider amendments, waivers or consents with respect to
this Security Agreement, or to take action or make a response in or with respect
to any legal or arbitral proceeding relating to this Security Agreement or
relating to the Collateral, or to protect the Collateral or exercise any rights
or remedies under this Security Agreement or with respect to the Collateral,
then the Obligors agree to promptly pay upon demand any and all such reasonable
costs and expenses of the Agent and the Lenders including attorneys' fees and
expenses, all of which costs and expenses shall constitute Secured Obligations
hereunder.

      13. Continuing Agreement.

            (a) This Security Agreement shall be a continuing agreement in every
      respect and shall remain in full force and effect so long as any of the
      Secured Obligations remain outstanding or any Credit Document or Hedging
      Agreement between any Obligor and any Lender is in effect or any Letter of
      Credit shall remain outstanding and until all of the Commitments
      thereunder shall have terminated. Upon such payment and termination, this
      Security Agreement shall be automatically terminated and the Agent and the
      Lenders shall, upon the request and at the expense of the Obligors,
      forthwith release all of their liens and security interests hereunder and
      shall execute and deliver all UCC termination statements and/or other
      documents reasonably requested by the Obligors evidencing such
      termination. Notwithstanding the foregoing all releases and indemnities
      provided hereunder shall survive termination of this Security Agreement.

            (b) This Security Agreement shall continue to be effective or be
      automatically reinstated, as the case may be, if at any time payment, in
      whole or in part, of any of the Secured Obligations is rescinded or must
      otherwise be restored or returned by the Agent or any Lender as a
      preference, fraudulent conveyance or otherwise under any bankruptcy,
      insolvency or similar law, all as though such payment had not been made;
      provided that in the event payment of all or any part of the Secured
      Obligations is rescinded or must be restored or returned, all reasonable
      costs and expenses (including without limitation any

<PAGE>

      reasonable legal fees and disbursements) incurred by the Agent or any
      Lender in defending and enforcing such reinstatement shall be deemed to be
      included as a part of the Secured Obligations.

      14. Amendments; Waivers; Modifications. This Security Agreement and the
provisions hereof may not be amended, waived, modified, changed, discharged or
terminated except as set forth in Section 14.6 of the Credit Agreement.

      15. Successors in Interest. This Security Agreement shall create a
continuing security interest in the Collateral and shall be binding upon each
Obligor, its successors and assigns and shall inure, together with the rights
and remedies of the Agent and the Lenders hereunder, to the benefit of the Agent
and the Lenders and their successors and permitted assigns; provided, however,
that none of the Obligors may assign its rights or delegate its duties hereunder
without the prior written consent of each Lender or the Required Lenders, as
required by the Credit Agreement. To the fullest extent permitted by law, each
Obligor hereby releases the Agent and each Lender, each of their respective
officers, employees and agents and each of their respective successors and
assigns, from any liability for any act or omission relating to this Security
Agreement or the Collateral, except for any liability arising from the gross
negligence or willful misconduct of the Agent or such Lender or their respective
officers, employees and agents.

      16. Notices. All notices required or permitted to be given under this
Security Agreement shall be in conformance with Section 14.1 of the Credit
Agreement.

      17. Counterparts. This Security Agreement may be executed in any number of
counterparts, each of which where so executed and delivered shall be an
original, but all of which shall constitute one and the same instrument. It
shall not be necessary in making proof of this Security Agreement to produce or
account for more than one such counterpart.

      18. Headings. The headings of the sections and subsections hereof are
provided for convenience only and shall not in any way affect the meaning,
construction or interpretation of any provision of this Security Agreement.

      19. Governing Law; Submission to Jurisdiction and Service of Process;
Arbitration; Waiver of Jury Trial. THIS SECURITY AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH CAROLINA, WITHOUT
GIVING EFFECT TO THE CHOICE OF LAW PROVISIONS THEREOF, EXCEPT TO THE EXTENT THE
LAWS OF THE JURISDICTION WHERE A PARTICULAR PORTION OF THE COLLATERAL IS LOCATED
ARE REQUIRED TO APPLY. The terms of Sections 14.12, 14.13 and 14.14 of the
Credit Agreement are incorporated herein by reference, mutatis mutandis, and the
parties hereto agree to such terms.

      20. Severability. If any provision of any of the Security Agreement is
determined to be illegal, invalid or unenforceable, such provision shall be
fully severable and the remaining

<PAGE>

provisions shall remain in full force and effect and shall be construed without
giving effect to the illegal, invalid or unenforceable provisions.

      21. Entirety. This Security Agreement, the other Credit Documents and the
Hedging Agreements between any Obligor and any Lender represent the entire
agreement of the parties hereto and thereto, and supersede all prior agreements
and understandings, oral or written, if any, including any commitment letters or
correspondence relating to the Credit Documents, the Hedging Agreements or the
transactions contemplated herein and therein.

      22. Survival. All representations and warranties of the Obligors hereunder
shall survive the execution and delivery of this Security Agreement, the other
Credit Documents and the Hedging Agreements between any Obligor and any Lender,
the delivery of the Notes and the making of the Loans and the issuance of the
Letters of Credit under the Credit Agreement.

      23. Joint and Several Obligations of Obligors.

            (a) Each of the Obligors is accepting joint and several liability
      hereunder in consideration of the financial accommodation to be provided
      by the Lenders under the Credit Agreement, for the mutual benefit,
      directly and indirectly, of each of the Obligors and in consideration of
      the undertakings of each of the Obligors to accept joint and several
      liability for the obligations of each of them.

            (b) Each of the Obligors jointly and severally hereby irrevocably
      and unconditionally accepts, not merely as a surety but also as a
      co-debtor, joint and several liability with the other Obligors with
      respect to the payment and performance of all of the Secured Obligations
      arising under this Security Agreement, the other Credit Documents and the
      Hedging Agreements between any Obligor and any Lender (to the extent the
      obligations of such Obligor thereunder constitute Secured Obligations), it
      being the intention of the parties hereto that all the Secured Obligations
      shall be the joint and several obligations of each of the Obligors without
      preferences or distinction among them.

            (c) Notwithstanding any provision to the contrary contained herein
      or in any other of the Credit Documents, to the extent the obligations of
      an Obligor shall be adjudicated to be invalid or unenforceable for any
      reason (including, without limitation, because of any applicable state,
      provincial or federal law relating to fraudulent conveyances or transfers)
      then the obligations of such Obligor hereunder shall be limited to the
      maximum amount that is permissible under applicable law (whether state,
      provincial or federal and including, without limitation, the Bankruptcy
      Code).

      24. Rights of Required Lenders. All rights of the Agent hereunder, if not
exercised by the Agent, may be exercised by the Required Lenders.

      25. Judgment Currency.

<PAGE>

            (a) If for the purposes of obtaining judgment in any court it is
      necessary to convert all or any part of the Secured Obligations or any
      other amount due to the Lenders hereunder or under other Credit Document
      in respect of the Obligors' obligations hereunder in any currency (the
      "Original Currency") into another currency (the "Other Currency") each
      Obligor to the fullest extent that it may effectively do so, agrees that
      the rate of exchange used shall be that at which, in accordance with
      normal banking procedures, the Agent could purchase the Original Currency
      with the Other Currency at its principal offices in Charlotte, North
      Carolina on the Business Day on which the Agent is open for the
      transaction of its banking business at such offices immediately preceding
      the day on which any such judgment, or any relevant part thereof, is paid
      or otherwise satisfied.

            (b) The obligation of each Obligor in respect of any sum due in the
      Original Currency from it to the Agent or the Lenders hereunder or under
      any other Credit Document in respect of the Obligors' obligation hereunder
      shall, notwithstanding any judgment in any Other Currency, be discharged
      only to the extent that on the Business Day following receipt by the Agent
      of any sum adjudged to be so due in such Other Currency or of any other
      sum in any Other Currency the Agent may, in accordance with its normal
      banking procedures, purchase the Original Currency with such Other
      Currency. If the amount of the Original Currency so purchased is less than
      the sum originally due to the Agent and the Lenders in the Original
      Currency, the Obligors shall, as a separate obligation and notwithstanding
      any such judgment, indemnify the Agent against such loss, and if the
      amount of the Original Currency so purchased exceeds the sum originally
      due to the Lenders, the Agent shall remit such excess to the Obligors.

                  [remainder of page intentionally left blank]

<PAGE>

      Each of the parties hereto has caused a counterpart of this Security
Agreement to be duly executed and delivered as of the date first above written.

OBLIGORS:                              WOLVERINE TUBE, INC.

                                       By:______________________________________
                                       Name: ___________________________________
                                       Title: __________________________________

                                       TF INVESTOR, INC.

                                       By:______________________________________
                                       Name: ___________________________________
                                       Title: __________________________________

                                       TUBE FORMING HOLDINGS, INC.

                                       By:______________________________________
                                       Name: ___________________________________
                                       Title: __________________________________

                                       TUBE FORMING, L.P.

                                       By:  Tube Forming Holdings, Inc.,
                                            its General Partner

                                       By:______________________________________
                                       Name: ___________________________________
                                       Title: __________________________________

                                       WOLVERINE FINANCE, LLC

                                       By:______________________________________
                                       Name: ___________________________________
                                       Title: __________________________________

                                         Amended and Restated Security Agreement

<PAGE>

                                       SMALL TUBE MANUFACTURING, LLC

                                       By:______________________________________
                                       Name: ___________________________________
                                       Title: __________________________________

                                       WOLVERINE JOINING TECHNOLOGIES, LLC

                                       By:______________________________________
                                       Name: ___________________________________
                                       Title: __________________________________

                                       WOLVERINE CHINA INVESTMENTS, LLC

                                       By:  Wolverine Tube, Inc.
                                            its Managing Member

                                       By:______________________________________
                                       Name: ___________________________________
                                       Title: __________________________________

                                       WT HOLDING COMPANY, INC.

                                       By:______________________________________
                                       Name: ___________________________________
                                       Title: __________________________________

                                         Amended and Restated Security Agreement

<PAGE>

Accepted and agreed to as of the date first above written.

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Administrative Agent

By:___________________________________
Name:_________________________________
Title:________________________________

                                         Amended and Restated Security Agreement

<PAGE>

                                SCHEDULE 4(a)(i)

      CHIEF EXECUTIVE OFFICE/PRINCIPAL PLACE OF BUSINESS/STATE OF FORMATION

<TABLE>
<CAPTION>
                                     Principal Place of
Obligor    Chief Executive Office        Business          State of Formation
-------    ----------------------    ------------------    ------------------
<S>        <C>                       <C>                   <C>
-------    ----------------------    ------------------    ------------------
-------    ----------------------    ------------------    ------------------
-------    ----------------------    ------------------    ------------------
-------    ----------------------    ------------------    ------------------
-------    ----------------------    ------------------    ------------------
-------    ----------------------    ------------------    ------------------
-------    ----------------------    ------------------    ------------------
</TABLE>

<PAGE>

                                SCHEDULE 4(a)(ii)

             NAME CHANGES/CHANGES IN CORPORATE STRUCTURE/TRADENAMES

<PAGE>

                                  SCHEDULE 4(b)

                             LOCATIONS OF COLLATERAL
<PAGE>

                                  EXHIBIT E-2

                [FORM OF AMENDED AND RESTATED PLEDGE AGREEMENT]

      THIS AMENDED AND RESTATED PLEDGE AGREEMENT (this "Pledge Agreement") is
entered into as of April 28, 2005 by and among WOLVERINE TUBE, INC., a Delaware
corporation (the "Company"), its Subsidiaries identified as Subsidiary Borrowers
on the signature pages to the Credit Agreement referred to below and any
additional Subsidiaries of the Company which become Borrowers thereunder in
accordance with the terms thereof (together with the Company, the "Borrowers")
(hereinafter the Borrowers are collectively referred to as the "Pledgors" and
individually as a "Pledgor"), and WACHOVIA BANK, NATIONAL ASSOCIATION, in its
capacity as the administrative agent under the Credit Agreement referred to
below (in such capacity, the "Administrative Agent" or the "Agent").

                                    RECITALS

      WHEREAS, certain of the Borrowers, the Administrative Agent, and certain
lenders are each party to that certain Credit Agreement, dated as of March 27,
2002 (as heretofore amended, supplemented or otherwise modified, the "Existing
Credit Agreement");

      WHEREAS, the Existing Credit Agreement is being amended and restated by
the Amended and Restated Credit Agreement (as amended, modified, extended,
renewed or replaced from time to time, the "Credit Agreement"), dated as of
April 28, 2005, among the Borrowers, the Administrative Agent, and the lenders
from time to time party thereto (the "Lenders"), pursuant to which the Lenders
have agreed to make Revolving Loans to the Borrowers and to issue or participate
in Letters of Credit;

      WHEREAS, in order to secure the Obligations under and as defined in the
Existing Credit Agreement, certain of the Borrowers and the Administrative Agent
entered into that certain Pledge Agreement, dated as of March 27, 2002 (as
heretofore amended, the "Existing Pledge Agreement"), pursuant to which such
Borrowers agreed to grant to the Administrative Agent, for the benefit of itself
and the Lenders, a first priority security interest in the Pledged Collateral
(as defined therein), all as more specifically set forth in the Existing Pledge
Agreement;

      WHEREAS, the Borrowers, the Lenders and the Administrative Agent intend
that the Obligations under and as defined in the Existing Credit Agreement shall
continue to exist under, and to be evidenced by, the Credit Agreement;

      WHEREAS, it is a condition precedent to the effectiveness of the Credit
Agreement and the obligation of the Lenders to make Revolving Loans to the
Borrowers or to issue or participate in Letters of Credit under the Credit
Agreement, that the Pledgors shall have executed and delivered this Pledge
Agreement to the Agent for the benefit of itself and the Lenders.

      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:

<PAGE>

      1. Definitions. Unless otherwise defined herein, capitalized terms used
herein shall have the meanings ascribed to such terms in the Credit Agreement,
and the following terms which are defined in the Uniform Commercial Code from
time to time in effect in the State of North Carolina (the "UCC") are used
herein as so defined: Control, Entitlement Order, Securities Intermediary,
Security Account and Security Entitlement. For purposes of this Pledge
Agreement, (a) the term "Lender" shall include any Affiliate of any Lender which
has entered into a Hedging Agreement with any Pledgor (to the extent the
obligations of such Pledgor thereunder constitute Pledgor Obligations (as
defined in Section 3 hereof)), (b) the term "Domestic Subsidiary" shall mean any
Subsidiary that is organized and existing under the laws of the United States or
any state or commonwealth thereof or under the laws of the District of Columbia
and (c) the term "Foreign Subsidiary" shall mean any Subsidiary that is not a
Domestic Subsidiary.

      2. Pledge and Grant of Security Interest. To secure the prompt payment and
performance in full when due, whether by lapse of time or otherwise, of the
Pledgor Obligations (as defined in Section 3 hereof), each Pledgor hereby
pledges and assigns to the Agent, for the benefit of itself and the Lenders, and
grants to the Agent, for the benefit of itself and the Lenders, a continuing
security interest in any and all right, title and interest of such Pledgor in
and to the following, whether now owned or existing or owned, acquired, or
arising hereafter (collectively, the "Pledged Collateral"):

            (a) Pledged Capital Stock. (i) 100% (or, if less, the full amount
owned by such Pledgor) of the issued and outstanding Capital Stock owned by such
Pledgor of the SPC and each Domestic Subsidiary set forth on Schedule 2(a)
attached hereto and (ii) 65% (or, if less, the full amount owned by such
Pledgor) of each class of the issued and outstanding Capital Stock entitled to
vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) ("Voting Equity")
and 100% (or, if less, the full amount owned by such Pledgor) of each class of
the issued and outstanding Capital Stock not entitled to vote (within the
meaning of Treas. Reg. Section 1.956-2(c)(2)) ("Non-Voting Equity") owned by
such Pledgor of each Foreign Subsidiary set forth on Schedule 2(a) attached
hereto (but only to the extent that the pledge of such Non-Voting Equity would
not cause the Obligations to be treated as "United States property" of such
Foreign Subsidiary within the meaning of Treas. Reg. Section 1.956-2)
(collectively, together with the Capital Stock and other interests described in
clauses (y) and (z) and in Sections 2(b) and 2(c) below, the "Pledged Capital
Stock"), in each case together with the certificates (or other agreements or
instruments), if any, representing such Capital Stock, including, but not
limited to, the following:

                  (y) subject to the percentage restrictions described above and
            in Section 2(b) below, all shares, securities, membership interests
            or other equity interests representing a dividend on any of the
            Pledged Capital Stock, or representing a distribution or return of
            capital upon or in respect of the Pledged Capital Stock, or
            resulting from a stock split, revision, reclassification or other
            exchange therefor, and any subscriptions, warrants, rights or
            options issued to the holder of, or otherwise in respect of, the
            Pledged Capital Stock; and

                  (z) subject to the percentage restrictions described above and
            in Section 2(b) below and without affecting the obligations of the
            Pledgors under

                                           Amended and Restated Pledge Agreement

<PAGE>

            any provision prohibiting such action hereunder or under the Credit
            Agreement, in the event of any consolidation or merger involving the
            issuer of any Pledged Capital Stock and in which such issuer is not
            the surviving entity, all shares of each class of the Capital Stock
            of the successor entity formed by or resulting from such
            consolidation or merger.

            (b) Additional Interests. 65% (or, if less, the full amount owned by
      such Pledgor) of the Voting Equity and 100% (or, if less, the full amount
      owned by such Pledgor) of the Non-Voting Equity of any Person which
      hereafter becomes a Foreign Subsidiary (but only to the extent that the
      pledge of such Non-Voting Equity would not cause the Obligations to be
      treated as "United States property" of such Foreign Subsidiary within the
      meaning of Treas. Reg. Section 1.956-2), including, without limitation,
      the certificates (or other agreements or instruments), if any,
      representing such Capital Stock.

            (c) Other Equity Interests. Subject to the percentage restrictions
      described above, any and all other Capital Stock or other equity interests
      owned by any Pledgor in any Foreign Subsidiary, WT Holding or the SPC.

            (d) Proceeds. All proceeds and products of the foregoing, however
      and whenever acquired and in whatever form.

      Without limiting the generality of the foregoing, it is hereby
specifically understood and agreed that a Pledgor may from time to time
hereafter pledge and deliver additional shares of stock or other interests to
the Agent as collateral security for the Pledgor Obligations. Upon such pledge
and delivery to the Agent, such additional shares of stock or other interests
shall be deemed to be part of the Pledged Collateral of such Pledgor and shall
be subject to the terms of this Pledge Agreement whether or not Schedule 2(a) is
amended to refer to such additional shares.

      Notwithstanding the foregoing, it is further understood and agreed as
follows:

            (i) In lieu of Wolverine China Investments, LLC pledging shares in
      Wolverine Tube (Shanghai) Limited ("Shanghai"), the Borrowers and Shanghai
      agree that upon the occurrence of an Event of Default pursuant to Section
      11.1(a), (f) or (j) of the Credit Agreement, Shanghai shall, upon the
      request of Agent, immediately transfer all of its cash to Agent and
      promptly liquidate all of its other assets into cash and remit the
      proceeds thereof to the Agent, all in payment of the Obligations. The
      Agent is hereby granted a lien upon all said assets of Shanghai as
      collateral for the obligations of Shanghai herein. The Agent shall have
      all the rights of a secured party against said collateral as provided by
      law, including the UCC.

            (ii) WT Holding Company, Inc. ("WT Holding") shall not be required
      to pledge its interest in the Capital Stock of 3072452 Nova Scotia Company
      or 3072453 Nova Scotia Company.

                                           Amended and Restated Pledge Agreement

<PAGE>

            (iii) Wolverine Tube, Inc. shall only be required to pledge 65% (or
      such greater percentage that may be permitted at any date after the date
      hereof, without such pledge being treated as an indirect pledge, pursuant
      to Treas. Reg. Section 1.956-2(c)(2)), as amended or replaced from time to
      time, or 100% if such regulation is repealed or no longer in effect and no
      comparable successor law or regulation is enacted or promulgated, but in
      each case limited to the full amount owned by such Pledgor) of each class
      of the issued and outstanding Capital Stock of WT Holding entitled to vote
      (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% (or, if
      less, the full amount owned by such Pledgor) of each class of the issued
      and outstanding Capital Stock of WT Holding not entitled to vote (within
      the meaning of Treas. Reg. Section 1.956(c)(2)) (but only to the extent
      that the pledge of such Non-Voting Equity would not cause the Obligations
      to be treated as "United States property" of such Foreign Subsidiary
      within the meaning of Treas. Reg. Section 1.956-2), in each case together
      with the certificates (or other agreements or instruments), if any,
      representing such Capital Stock of WT Holding, and all options and other
      rights, contractual or otherwise, with respect thereto.

      3. Security for Pledgor Obligations. The security interest created hereby
in the Pledged Collateral of each Pledgor constitutes continuing collateral
security for all of the following, whether now existing or hereafter incurred
(the "Pledgor Obligations"): (a) all of the Obligations, howsoever evidenced,
created, incurred or acquired, whether primary, secondary, direct, contingent,
or joint and several and (b) all expenses and charges, legal and otherwise,
reasonably incurred by the Agent and/or the Lenders in collecting or enforcing
any Obligation or in realizing on or protecting any security therefor, including
without limitation the security granted hereunder.

      4. Delivery of the Pledged Collateral; Perfection of Security Interest.
Each Pledgor hereby agrees that:

            (a) Delivery of Certificate. Each Pledgor shall deliver to the Agent
      (i) simultaneously with or prior to the execution and delivery of this
      Pledge Agreement, all certificates representing the Pledged Capital Stock,
      if such Pledged Stock is certificated, of such Pledgor, and (ii) promptly
      upon the receipt thereof by or on behalf of a Pledgor, all other
      certificates and instruments constituting Pledged Collateral, if such
      Pledged Collateral is certificated or otherwise evidenced by an
      instrument, of a Pledgor. Prior to delivery to the Agent, all such
      certificates and instruments constituting Pledged Collateral of a Pledgor
      shall be held in trust by such Pledgor for the benefit of the Agent
      pursuant hereto. All such certificates shall be delivered in suitable form
      for transfer by delivery or shall be accompanied by duly executed
      instruments of transfer or assignment in blank, substantially in the form
      provided in Exhibit 4(a) attached hereto.

            (b) Additional Securities. If such Pledgor shall receive by virtue
      of its being or having been the owner of any Pledged Collateral, any (i)
      certificate, including without limitation, any certificate representing a
      dividend or distribution in connection with any increase or reduction of
      capital, reclassification, merger, consolidation, sale of assets,
      combination of shares or membership or equity interests, stock splits,
      spin-off or split-off, promissory notes or other instrument; (ii) option
      or right, whether as an addition to, substitution for, or an exchange for,
      any Pledged Collateral or otherwise; (iii) dividends

                                           Amended and Restated Pledge Agreement

<PAGE>

      payable in securities; or (iv) distributions of securities or other equity
      interests in connection with a partial or total liquidation, dissolution
      or reduction of capital, capital surplus or paid-in surplus, then such
      Pledgor shall receive such certificate, instrument, option, right or
      distribution in trust for the benefit of the Agent, shall segregate it
      from such Pledgor's other property and shall deliver it forthwith to the
      Agent in the exact form received together with any necessary endorsement
      and/or appropriate stock power duly executed in blank, substantially in
      the form provided in Exhibit 4(a), to be held by the Agent as Pledged
      Collateral and as further collateral security for the Pledgor Obligations.

            (c) Financing Statements. Each Pledgor shall execute and deliver to
      the Agent such UCC or other applicable financing statements as may be
      reasonably requested by the Agent in order to perfect and protect the
      security interest created hereby in the Pledged Collateral of such
      Pledgor.

            (d) Provisions Relating to Securities Entitlements and Securities
      Accounts. With respect to any Pledged Collateral consisting of a
      Securities Entitlement or held in a Securities Account, (a) the applicable
      Pledgor and the applicable Securities Intermediary shall enter into an
      agreement with the Agent granting Control to the Agent over such Pledged
      Collateral, such agreement to be in form and substance satisfactory to the
      Agent and (b) the Agent shall be entitled, upon the occurrence and during
      the continuance of a Default or an Event of Default, to notify the
      applicable Securities Intermediary that it should follow the Entitlement
      Orders of the Agent and no longer follow the Entitlement Orders of the
      applicable Pledgor. Upon receipt by a Pledgor of notice from a Securities
      Intermediary of its intent to terminate the Securities Account of such
      Pledgor held by such Securities Intermediary, prior to the termination of
      such Securities Account the Pledged Collateral in such Securities Account
      shall be (i) transferred to a new Securities Account which is subject to a
      control agreement as provided above or (ii) transferred to an account held
      by the Agent (in which it will be held until a new Securities Account is
      established).

      5. Representations and Warranties. Each Pledgor hereby represents and
warrants to the Agent, for the benefit of the Lenders, that so long as any of
the Pledgor Obligations remain outstanding or any Credit Document or Hedging
Agreement between any Credit Party and any Lender is in effect or any Letter of
Credit shall remain outstanding, and until all of the Commitments shall have
been terminated:

            (a) Authorization of Pledged Capital Stock. The Pledged Capital
      Stock is duly authorized and validly issued, is fully paid and
      nonassessable and is not subject to the preemptive rights of any Person.
      All other shares of Capital Stock constituting Pledged Collateral will be
      duly authorized and validly issued, fully paid and nonassessable and not
      subject to the preemptive rights of any Person.

            (b) Title. Each Pledgor has good and indefeasible title to the
      Pledged Collateral of such Pledgor and will at all times be the legal and
      beneficial owner of such Pledged Collateral free and clear of any Lien,
      other than Permitted Liens. There exists no

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<PAGE>

      "adverse claim" within the meaning of Section 8-102 of the UCC with
      respect to the Pledged Capital Stock of such Pledgor.

            (c) Exercising of Rights. The exercise by the Agent of its rights
      and remedies hereunder will not violate any law or governmental regulation
      or any material contractual restriction binding on or affecting a Pledgor
      or any of its property.

            (d) Pledgor's Authority. No authorization, approval or action by,
      and no notice or filing with any Governmental Authority, the issuer of any
      Pledged Capital Stock or third party is required either (i) for the pledge
      made by a Pledgor or for the granting of the security interest by a
      Pledgor pursuant to this Pledge Agreement or (ii) for the exercise by the
      Agent or the Lenders of their rights and remedies hereunder (except as may
      be required by laws affecting the offering and sale of the Pledged Capital
      Stock).

            (e) Security Interest/Priority. This Pledge Agreement creates a
      valid security interest in favor of the Agent for the benefit of itself
      and the Lenders, in the Pledged Collateral. The taking possession by the
      Agent of the certificates (if any) representing the Pledged Capital Stock
      and all other certificates and instruments constituting Pledged Collateral
      will perfect and establish the first priority of the Agent's security
      interest in all certificated Pledged Capital Stock and such certificates
      and instruments. Upon the filing of UCC financing statements in the
      appropriate filing office in the jurisdiction of each Pledgor's formation,
      the Agent shall have a first priority perfected security interest in all
      uncertificated Pledged Capital Stock consisting of partnership or limited
      liability company interests that do not constitute a security pursuant to
      Section 8-103(c) of the UCC. With respect to any Pledged Collateral
      consisting of a Securities Entitlement or held in a Securities Account,
      upon execution and delivery by the applicable Pledgor, the applicable
      Securities Intermediary and the Agent of an agreement granting Control to
      the Agent over such Pledged Collateral, the Agent shall have a first
      priority perfected security interest in such Pledged Collateral. Except as
      set forth in this Section, no action is necessary to perfect or otherwise
      protect such security interest.

            (f) No Other Capital Stock. Except as set forth on Schedule 2(a)
      attached hereto, no Pledgor owns any Capital Stock of the Company or any
      of its Subsidiaries.

            (g) Partnership and Limited Liability Company Interests. Except as
      previously disclosed in writing to the Agent, none of the Pledged Capital
      Stock consisting of partnership or limited liability company interests (i)
      is dealt in or traded on a securities exchange or in a securities market,
      (ii) by its terms expressly provides that it is a security governed by
      Article 8 of the UCC, (iii) is an investment company security, (iv) is
      held in a securities account or (v) constitutes a "security" or a
      "financial asset" as such terms are defined in Article 8 of the UCC.

      6. Covenants. Each Pledgor hereby covenants, that so long as any of the
Pledgor Obligations remain outstanding or any Credit Document or Hedging
Agreement between any Credit Party and any Lender is in effect or any Letter of
Credit shall remain outstanding, and until all of the Commitments shall have
been terminated, such Pledgor shall:

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<PAGE>

            (a) Books and Records. Mark its books and records (and shall cause
      the issuer of the Pledged Capital Stock of such Pledgor to mark its books
      and records) to reflect the security interest granted to the Agent, for
      the benefit of itself and the Lenders, pursuant to this Pledge Agreement.

            (b) Defense of Title. Warrant and defend title to and ownership of
      the Pledged Collateral of such Pledgor at its own expense against the
      claims and demands of all other parties claiming an interest therein, keep
      the Pledged Collateral free from all Liens, except for Permitted Liens,
      and not sell, exchange, transfer, assign, lease or otherwise dispose of
      Pledged Collateral of such Pledgor or any interest therein, except as
      permitted under the Credit Agreement and the other Credit Documents.

            (c) Further Assurances. Promptly execute and deliver at its expense
      all further instruments and documents and take all further action that may
      be necessary and desirable or that the Agent may reasonably request in
      order to (i) perfect and protect the security interest created hereby in
      the Pledged Collateral of such Pledgor (including, without limitation, the
      execution and filing of UCC financing statements and any and all action
      necessary to satisfy the Agent that the Agent has obtained a first
      priority perfected security interest in all Pledged Capital Stock); (ii)
      enable the Agent to exercise and enforce its rights and remedies hereunder
      in respect of the Pledged Collateral of such Pledgor; and (iii) otherwise
      effect the purposes of this Pledge Agreement, including, without
      limitation and if requested by the Agent, delivering to the Agent
      irrevocable proxies in respect of the Pledged Collateral of such Pledgor.

            (d) Amendments. Not make or consent to any amendment or other
      modification or waiver with respect to any of the Pledged Collateral of
      such Pledgor or enter into any agreement or allow to exist any restriction
      with respect to any of the Pledged Collateral of such Pledgor other than
      pursuant hereto or as may be permitted under the Credit Agreement.

            (e) Compliance with Securities Laws. File all reports and other
      information now or hereafter required to be filed by such Pledgor with the
      United States Securities and Exchange Commission and any other state,
      federal or foreign agency in connection with the ownership of the Pledged
      Collateral of such Pledgor.

            (f) Issuance or Acquisition of Capital Stock. Not without executing
      and delivering, or causing to be executed and delivered, to the Agent such
      agreements, documents and instruments as the Agent may reasonably require,
      issue or acquire any Capital Stock consisting of an interest in a
      partnership or a limited liability company that (i) is dealt in or traded
      on a securities exchange or in a securities market, (ii) by its terms
      expressly provides that it is a security governed by Article 8 of the UCC,
      (iii) is an investment company security, (iv) is held in a securities
      account or (v) constitutes a "security" or a "financial asset" as such
      terms are defined in Article 8 of the UCC.

                                           Amended and Restated Pledge Agreement
<PAGE>

      7. Stock of the SPC; Limitation on Actions. The parties hereto acknowledge
that the pledge hereunder of the capital stock (the "SPC Stock") of the SPC is
prohibited by the terms of the Receivables Purchase Agreement, dated as of April
28, 2005 (as amended, restated, supplemented or otherwise modified from time to
time, the "Securitization Receivables Purchase Agreement"), among the SPC, as
seller, Wolverine Finance, LLC, a Tennessee limited liability company, as
servicer, the Company, as Performance Guarantor, Blue Ridge Asset Funding
Corporation, Wachovia Bank, National Association, as a Purchaser and the other
Purchasers party thereto, and Wachovia Bank, National Association, as Agent for
certain secured parties thereunder (in such capacity, together with the
successors and assigns, the "Securitization Agent"), unless certain limitations
with respect to the pledge of the SPC Stock are set forth herein. Accordingly,
in order to induce the Securitization Agent on behalf of the Secured Parties (as
defined in the Securitization Receivables Purchase Agreement), to permit the
pledge of the SPC Stock, the parties hereto agree to the following limitations
relating only to the pledge of the SPC Stock and not to any other Pledged
Collateral.

      To induce the Securitization Agent on behalf of the Secured Parties (as
defined in the Securitization Receivables Purchase Agreement), to permit the
pledge of the SPC Stock, the parties hereto agree to the following limitations:

            (a)   Notwithstanding anything to the contrary contained herein:

                        (i) Prior to the date that is one year and one day after
            the Final Payout Date (as defined in the Securitization Receivables
            Purchase Agreement), the Agent, for itself and for the Lenders,
            agrees that, with respect to the SPC Stock, it will not, without the
            prior written consent of the Securitization Agent, take any action
            adverse to the interests of the Securitization Agent or any Secured
            Party under and as defined in the Securitization Receivables
            Purchase Agreement, including, without limitation, (A) causing the
            SPC to violate or breach any term or provision in any Transaction
            Document (as defined in the Securitization Receivables Purchase
            Agreement), (B) amending or altering any of the SPC's organizational
            documents, (C) causing the SPC to incur any debt, other than, in
            each case, as may be allowed in the Transaction Documents or (D)
            otherwise take any action which would compromise or call into
            questions the intended bankruptcy remote structure of the
            transactions contemplated by the Securitization Receivables Purchase
            Agreement and the other Transaction Documents; provided, that any
            prepayment or termination of the Securitization Receivables Purchase
            Agreement in accordance with the terms thereof shall not be deemed
            to be adverse to the interests of the Securitization Agent or any
            Secured Party under and as defined in the Securitization Receivables
            Purchase Agreement;

                        (ii) Prior to the Final Payout Date (as defined in the
            Securitization Receivables Purchase Agreement), (A) in the event
            that the Agent receives any payments or funds constituting
            Securitization Collateral (as defined in the Intercreditor
            Agreement), the Agent shall hold such payments or funds in trust for
            the benefit of the Securitization Agent, and shall promptly transfer
            such

                                           Amended and Restated Pledge Agreement

<PAGE>

            payments or funds to the Securitization Agent and (B) the Agent, for
            itself and for the Lenders, agrees that, with respect to the SPC
            Stock, it will not, without the prior written consent of the
            Securitization Agent, make any dividends or distributions on such
            Pledged Collateral;

                        (iii) Prior to the Final Payout Date (as defined in the
            Securitization Receivables Purchase Agreement), (A) this Section 7
            shall not be amended, restated, supplemented or otherwise modified
            without the prior written consent of the Securitization Agent, at
            the reasonable discretion of the Securitization Agent, and the
            provisions of this Section 7 shall be contained in any agreement
            that amends and restates this Agreement and (B) the Agent for itself
            and for the Lenders agrees that no such party shall enter into any
            additional agreement that would adversely affect the rights of the
            Securitization Agent set forth in Section 7 hereof; and

                        (iv) Prior to the date that is one year and one day
            after the Final Payout Date (as defined in the Securitization
            Receivables Purchase Agreement), neither the Agent nor any Lender
            shall object to or contest in any administrative, legal or equitable
            action or proceeding (including, without limitation, any insolvency,
            bankruptcy, receivership, liquidation, reorganization, winding up,
            readjustment, composition or other similar proceeding relating to
            the Company, any Originator (as defined in the Securitization
            Receivables Purchase Agreement) or the SPC or their respective
            property) or object to or contest in any other manner (1) the
            interests of the SPC and its successors and assigns in any of the
            assets transferred (or purported to be transferred) by any
            Originator to the SPC pursuant to the Transaction Documents (as
            defined in the Securitization Receivables Purchase Agreement) and/or
            (2) the interests of the Securitization Agent, and/or any Secured
            Party (as defined in the Securitization Receivables Purchase
            Agreement) in the Securitization Collateral (as defined in the
            Intercreditor Agreement) or otherwise take any action which would
            compromise or call into questions the intended bankruptcy remote
            structure of the transactions contemplated by the Securitization
            Receivables Purchase Agreement and the other Transaction Documents.
            Neither the Agent nor any Lender shall object to or contest in any
            manner the receipt of any payment by the Securitization Agent and/or
            any Secured Party with respect to the Securitization Collateral in
            accordance with the terms of the Transaction Documents for the
            satisfaction of the Obligations (as defined in the Securitization
            Receivables Purchase Agreement).

            The provisions of this Section 7 shall continue to be effective or
      be reinstated, as the case may be, if at any time any payment of the
      Obligations (as defined in the Securitization Receivables Purchase
      Agreement) is rescinded or must otherwise be returned by the
      Securitization Agent or any of the lenders upon the insolvency, bankruptcy
      or reorganization of any Originator (as defined in the Securitization
      Receivables Purchase Agreement), the Company or the SPC or otherwise, all
      as though such payment had not been made.

                                           Amended and Restated Pledge Agreement

<PAGE>

            (b) The Securitization Agent for the benefit of the Secured Parties
      (as defined in the Securitization Receivables Purchase Agreement) shall be
      a third-party beneficiary with respect to this Section 7.

            (c) The provisions of this Section 7 provide for relative rights of
      the Agent and the Securitization Agent for the benefit of the Agent and
      the Lenders and the Secured Parties (as defined in the Securitization
      Receivables Purchase Agreement), respectively, and are not intended for
      the benefit of any Originator (as defined in the Securitization
      Receivables Purchase Agreement), the Company or the SPC, nor shall such
      provisions limit or modify the obligations of the Company under the Credit
      Documents or the Transaction Documents (as defined in the Securitization
      Receivables Purchase Agreement), respectively.

      8. Performance of Obligations; Advances by Agent. On failure of any
Pledgor to perform any of the covenants and agreements contained herein, the
Agent may, at its sole option and in its sole discretion, perform or cause to be
performed the same and in so doing may expend such sums as the Agent may
reasonably deem advisable in the performance thereof, including, without
limitation, the payment of any insurance premiums, the payment of any taxes, a
payment to obtain a release of a Lien or potential Lien, expenditures made in
defending against any adverse claim and all other expenditures which the Agent
may make for the protection of the security hereof or which may be compelled to
make by operation of law. All such sums and amounts so expended shall be
repayable by the Pledgors on a joint and several basis promptly upon timely
notice thereof and demand therefor, shall constitute additional Pledgor
Obligations and shall bear interest from the date said amounts are expended at
the default rate set forth in Section 4.2 of the Credit Agreement. No such
performance of any covenant or agreement by the Agent on behalf of any Pledgor,
and no such advance or expenditure therefor, shall relieve the Pledgors of any
default under the terms of this Pledge Agreement, the other Credit Documents or
any Hedging Agreement between any Credit Party and any Lender. The Agent may
make any payment hereby authorized in accordance with any bill, statement or
estimate procured from the appropriate public office or holder of the claim to
be discharged without inquiry into the accuracy of such bill, statement or
estimate or into the validity of any tax assessment, sale, forfeiture, tax lien,
title or claim except to the extent such payment is being contested in good
faith by a Pledgor in appropriate proceedings and against which adequate
reserves are being maintained in accordance with GAAP.

      9. Events of Default. The occurrence of an Event of Default under the
Credit Agreement shall be an event of default hereunder (an "Event of Default").

      10. Remedies.

            (a) General Remedies. Upon the occurrence of an Event of Default and
      during the continuation thereof, the Agent on behalf of the Lenders and
      each of the Lenders shall have, in respect of the Pledged Collateral of
      any Pledgor, in addition to the rights and remedies provided herein, in
      the Credit Documents, in any Hedging Agreement between any Credit Party
      and any Lender or by law, the rights and remedies of a secured party under
      the UCC or any other applicable law.

                                           Amended and Restated Pledge Agreement

<PAGE>

            (b) Sale of Pledged Collateral. Upon the occurrence of an Event of
      Default and during the continuation thereof, without limiting the
      generality of this Section and without notice, the Agent may, in its sole
      discretion, sell or otherwise dispose of or realize upon the Pledged
      Collateral, or any part thereof, in one or more parcels, at public or
      private sale, at any exchange or broker's board or elsewhere, at such
      price or prices and on such other terms as the Agent may deem commercially
      reasonable, for cash, credit or for future delivery or otherwise in
      accordance with applicable law. To the extent permitted by law, any Lender
      may in such event, bid for the purchase of such securities. Each Pledgor
      agrees that, to the extent notice of sale shall be required by law and has
      not been waived by such Pledgor, any requirement of reasonable notice
      shall be met if notice, specifying the place of any public sale or the
      time after which any private sale is to be made, is personally served on
      or mailed, postage prepaid, to such Pledgor, in accordance with the notice
      provisions of Section 14.1 of the Credit Agreement at least ten (10) days
      before the time of such sale. The Agent shall not be obligated to make any
      sale of Pledged Collateral of such Pledgor regardless of notice of sale
      having been given. The Agent may adjourn any public or private sale from
      time to time by announcement at the time and place fixed therefor, and
      such sale may, without further notice, be made at the time and place to
      which it was so adjourned.

            (c) Private Sale. Upon the occurrence of an Event of Default and
      during the continuation thereof, the Pledgors recognize that the Agent may
      deem it impracticable to effect a public sale of all or any part of the
      Pledged Collateral and that the Agent may, therefore, determine to make
      one or more private sales of any such Pledged Collateral to a restricted
      group of purchasers who will be obligated to agree, among other things, to
      acquire such Pledged Collateral for their own account, for investment and
      not with a view to the distribution or resale thereof. Each Pledgor
      acknowledges that any such private sale may be at prices and on terms less
      favorable to the seller than the prices and other terms which might have
      been obtained at a public sale and, notwithstanding the foregoing, agrees
      that such private sale shall be deemed to have been made in a commercially
      reasonable manner and that the Agent shall have no obligation to delay
      sale of any such Pledged Collateral for the period of time necessary to
      permit the issuer of such Pledged Collateral to register such Pledged
      Collateral for public sale under the Securities Act of 1933. Each Pledgor
      further acknowledges and agrees that any offer to sell such Pledged
      Collateral which has been (i) publicly advertised on a bona fide basis in
      a newspaper or other publication of general circulation in the financial
      community of Charlotte, North Carolina or New York, New York (to the
      extent that such offer may be advertised without prior registration under
      the Securities Act of 1933), or (ii) made privately in the manner
      described above shall be deemed to involve a "public sale" under the UCC,
      notwithstanding that such sale may not constitute a "public offering"
      under the Securities Act of 1933, and the Agent may, in such event, bid
      for the purchase of such Pledged Collateral.

            (d) Retention of Pledged Collateral. In addition to the rights and
      remedies hereunder, upon the occurrence of an Event of Default and during
      the continuation thereof, the Agent may, after providing the notices
      required by Section 9-620 of the UCC

                                           Amended and Restated Pledge Agreement

<PAGE>

      or otherwise complying with the requirements of applicable law of the
      relevant jurisdiction, accept or retain all or any portion of the Pledged
      Collateral in satisfaction of the Pledgor Obligations. Unless and until
      the Agent shall have provided such notices, however, the Agent shall not
      be deemed to have retained any Pledged Collateral in satisfaction of any
      Pledgor Obligations for any reason.

            (e) Deficiency. In the event that the proceeds of any sale,
      collection or realization are insufficient to pay all amounts to which the
      Agent or the Lenders are legally entitled, the Pledgors shall be jointly
      and severally liable for the deficiency, together with interest thereon at
      the default rate set forth in Section 4.2 of the Credit Agreement,
      together with the costs of collection and the reasonable fees of any
      attorneys employed by the Agent to collect such deficiency. Any surplus
      remaining after the full payment and satisfaction of the Pledgor
      Obligations shall be returned to the Pledgors or to whomsoever a court of
      competent jurisdiction shall determine to be entitled thereto.

            (f) Other Security. To the extent that any of the Pledgor
      Obligations are now or hereafter secured by property other than the
      Pledged Collateral (including, without limitation, real and other personal
      property owned by a Pledgor), or by a guarantee, endorsement or property
      of any other Person, then the Agent and the Lenders shall have the right
      to proceed against such other property, guarantee or endorsement upon the
      occurrence of any Event of Default, and the Agent and the Lenders have the
      right, in their sole discretion, to determine which rights, security,
      liens, security interests or remedies the Agent and the Lenders shall at
      any time pursue, relinquish, subordinate, modify or take with respect
      thereto, without in any way modifying or affecting any of them or any of
      the Agent's and the Lenders' rights or the Pledgor Obligations under this
      Pledge Agreement, under any other of the Credit Documents or under any
      Hedging Agreement between any Credit Party and any Lender.

      11. Rights of the Agent.

            (a) Power of Attorney. In addition to other powers of attorney
      contained herein, each Pledgor hereby designates and appoints the Agent,
      on behalf of the Lenders, and each of its designees or agents as
      attorney-in-fact of such Pledgor, irrevocably and with power of
      substitution, with authority to take any or all of the following actions
      upon the occurrence and during the continuation of an Event of Default:

                        (i) to demand, collect, settle, compromise, adjust and
            give discharges and releases concerning the Pledged Collateral of
            such Pledgor, all as the Agent may reasonably determine;

                        (ii) to commence and prosecute any actions at any court
            for the purposes of collecting any of the Pledged Collateral of such
            Pledgor and enforcing any other right in respect thereof;

                                           Amended and Restated Pledge Agreement

<PAGE>

                        (iii) to defend, settle, adjust or compromise any
            action, suit or proceeding brought with respect to the Collateral
            and, in connection therewith, give such discharge or release as the
            Agent may deem reasonably appropriate;

                        (iv) to pay or discharge taxes, liens, security
            interests, or other encumbrances levied or placed on or threatened
            against the Pledged Collateral of such Pledgor;

                        (v) to direct any parties liable for any payment under
            any of the Pledged Collateral to make payment of any and all monies
            due and to become due thereunder directly to the Agent or as the
            Agent shall direct;

                        (vi) to receive payment of and receipt for any and all
            monies, claims, and other amounts due and to become due at any time
            in respect of or arising out of any Pledged Collateral of such
            Pledgor;

                        (vii) to sign and endorse any drafts, assignments,
            proxies, stock powers, verifications, notices and other documents
            relating to the Pledged Collateral of such Pledgor;

                        (viii) to execute and deliver all assignments,
            conveyances, statements, financing statements, renewal financing
            statements, pledge agreements, affidavits, notices and other
            agreements, instruments and documents that the Agent may determine
            necessary in order to perfect and maintain the security interests
            and liens granted in this Pledge Agreement and in order to fully
            consummate all of the transactions contemplated herein;

                        (ix) to exchange any of the Pledged Collateral of such
            Pledgor or other property upon any merger, consolidation,
            reorganization, recapitalization or other readjustment of the issuer
            thereof and, in connection therewith, deposit any of the Pledged
            Collateral of such Pledgor with any committee, depository, transfer
            agent, registrar or other designated agency upon such terms as the
            Agent may determine;

                        (x) to vote for a shareholder, partner or member
            resolution, or to sign an instrument in writing, sanctioning the
            transfer of any or all of the Pledged Capital Stock of such Pledgor
            into the name of the Agent or one or more of the Lenders or into the
            name of any transferee to whom the Pledged Capital Stock of such
            Pledgor or any part thereof may be sold pursuant to Section 9
            hereof; and

                        (xi) to do and perform all such other acts and things as
            the Agent may reasonably deem to be necessary, proper or convenient
            in connection with the Pledged Collateral of such Pledgor.

                                           Amended and Restated Pledge Agreement

<PAGE>

      This power of attorney is a power coupled with an interest and shall be
      irrevocable (i) for so long as any of the Pledgor Obligations remain
      outstanding, any Credit Document or any Hedging Agreement between any
      Credit Party and any Lender is in effect or any Letter of Credit shall
      remain outstanding and (ii) until all of the Commitments shall have been
      terminated. The Agent shall be under no duty to exercise or withhold the
      exercise of any of the rights, powers, privileges and options expressly or
      implicitly granted to the Agent in this Pledge Agreement, and shall not be
      liable for any failure to do so or any delay in doing so. The Agent shall
      not be liable for any act or omission or for any error of judgment or any
      mistake of fact or law in its individual capacity or its capacity as
      attorney-in-fact except acts or omissions resulting from its gross
      negligence or willful misconduct. This power of attorney is conferred on
      the Agent solely to protect, preserve and realize upon its security
      interest in the Pledged Collateral.

            (b) Assignment by the Agent. The Agent may from time to time assign
      the Pledgor Obligations or any portion thereof and/or the Pledged
      Collateral or any portion thereof, and the assignee shall be entitled to
      all of the rights and remedies of the Agent under this Pledge Agreement in
      relation thereto.

            (c) The Agent's Duty of Care. Other than the exercise of reasonable
      care to ensure the safe custody of the Pledged Collateral while being held
      by the Agent hereunder, the Agent shall have no duty or liability to
      preserve rights pertaining thereto, it being understood and agreed that
      Pledgors shall be responsible for preservation of all rights in the
      Pledged Collateral of such Pledgor, and the Agent shall be relieved of all
      responsibility for Pledged Collateral upon surrendering it or tendering
      the surrender of it to the Pledgors. The Agent shall be deemed to have
      exercised reasonable care in the custody and preservation of the Pledged
      Collateral in its possession if such Pledged Collateral is accorded
      treatment substantially equal to that which the Agent accords its own
      property, which shall be no less than the treatment employed by a
      reasonable and prudent agent in the industry, it being understood that the
      Agent shall not have responsibility for (i) ascertaining or taking action
      with respect to calls, conversions, exchanges, maturities, tenders or
      other matters relating to any Pledged Collateral, whether or not the Agent
      has or is deemed to have knowledge of such matters; or (ii) taking any
      necessary steps to preserve rights against any parties with respect to any
      Pledged Collateral.

            (d) Voting Rights in Respect of the Pledged Collateral.

                  (i) So long as no Event of Default shall have occurred and be
      continuing, to the extent permitted by law, each Pledgor may exercise any
      and all voting and other consensual rights pertaining to the Pledged
      Collateral of such Pledgor or any part thereof for any purpose not
      inconsistent with the terms of this Pledge Agreement or the Credit
      Agreement; and

                  (ii) Upon the occurrence and during the continuance of an
      Event of Default, all rights of a Pledgor to exercise the voting and other
      consensual rights which it would otherwise be entitled to exercise
      pursuant to

                                           Amended and Restated Pledge Agreement

<PAGE>

      paragraph (i) of this subsection (d) shall cease and all such rights shall
      thereupon become vested in the Agent which shall then have the sole right
      to exercise such voting and other consensual rights.

            (e) Dividend and Distribution Rights in Respect of the Pledged
      Collateral.

                  (i) So long as no Event of Default shall have occurred and be
            continuing and subject to Section 4(b) hereof, each Pledgor may
            receive and retain any and all dividends (other than stock or
            ownership interest dividends and other dividends constituting
            Pledged Collateral which are addressed hereinabove), distributions
            or interest paid in respect of the Pledged Collateral to the extent
            they are allowed under the Credit Agreement.

                  (ii) Upon the occurrence and during the continuation of an
            Event of Default:

                        (A) all rights of a Pledgor to receive the dividends,
                  distributions and interest payments which it would otherwise
                  be authorized to receive and retain pursuant to paragraph (i)
                  of this subsection (e) shall cease and all such rights shall
                  thereupon be vested in the Agent which shall then have the
                  sole right to receive and hold as Pledged Collateral such
                  dividends, distributions and interest payments; and

                        (B) all dividends, distributions and interest payments
                  which are received by a Pledgor contrary to the provisions of
                  clause (A) of this paragraph (ii) shall be received in trust
                  for the benefit of the Agent, shall be segregated from other
                  property or funds of such Pledgor, and shall be forthwith paid
                  over to the Agent as Pledged Collateral in the exact form
                  received, to be held by the Agent as Pledged Collateral and as
                  further collateral security for the Pledgor Obligations.

            (f) Release of Pledged Collateral. The Agent may release any of the
      Pledged Collateral from this Pledge Agreement or may substitute any of the
      Pledged Collateral for other Pledged Collateral without altering, varying
      or diminishing in any way the force, effect, lien, pledge or security
      interest of this Pledge Agreement as to any Pledged Collateral not
      expressly released or substituted, and this Pledge Agreement shall
      continue as a first priority lien on all Pledged Collateral not expressly
      released or substituted.

            (g) Filing of Financing Statements. The Pledgors authorize the Agent
      to file financing statements (including renewal statements and in lieu
      statements) and amendments thereof and supplements thereto with respect to
      the Pledged Collateral in such form and in such filing offices as the
      Agent reasonably determines appropriate to perfect the security interests
      of the Agent under this Pledge Agreement. Any financing statement filed by
      the Agent may contain a general description of the Collateral covered
      thereby, as permitted by the UCC.

                                           Amended and Restated Pledge Agreement

<PAGE>

      12. Rights of Required Lenders. All rights of the Agent hereunder, if not
exercised by the Agent, may be exercised by the Required Lenders.

      13. Application of Proceeds. Upon the occurrence and during the
continuation of an Event of Default, any payments in respect of the Pledgor
Obligations and any proceeds of any Pledged Collateral, when received by the
Agent or any of the Lenders in cash or its equivalent, will be applied in
reduction of the Pledgor Obligations in the order set forth in Section 4.7 of
the Credit Agreement, and each Pledgor irrevocably waives the right to direct
the application of such payments and proceeds and acknowledges and agrees that
the Agent shall have the continuing and exclusive right to apply and reapply any
and all such payments and proceeds in the Agent's sole discretion,
notwithstanding any entry to the contrary upon any of its books and records.

      14. Costs of Counsel. If at any time hereafter, whether upon the
occurrence of an Event of Default or not, the Agent employs counsel or after the
occurrence and during the continuance of an Event of Default any Lender employs
counsel to prepare or consider amendments, waivers or consents with respect to
this Pledge Agreement, or to take action or make a response in or with respect
to any legal or arbitral proceeding relating to this Pledge Agreement or
relating to the Pledged Collateral, or to protect the Pledged Collateral or
exercise any rights or remedies under this Pledge Agreement or with respect to
the Pledged Collateral, then the Pledgors agree to promptly pay upon demand any
and all such reasonable costs and expenses of the Agent and the Lenders
including attorneys' fees and expenses, all of which costs and expenses shall
constitute Pledgor Obligations hereunder.

      15. Continuing Agreement.

            (a) This Pledge Agreement shall be a continuing agreement in every
      respect and shall remain in full force and effect so long as any of the
      Pledgor Obligations remain outstanding or any Credit Document or Hedging
      Agreement between any Credit Party and any Lender is in effect or any
      Letter of Credit shall remain outstanding, and until all of the
      Commitments thereunder shall have terminated. Upon such payment and
      termination, this Pledge Agreement shall be automatically terminated and
      the Agent and the Lenders shall, upon the request and at the expense of
      the Pledgors, forthwith release all of its liens and security interests
      hereunder and shall execute and deliver all UCC termination statements
      and/or other documents reasonably requested by the Pledgors evidencing
      such termination. Notwithstanding the foregoing all releases and
      indemnities provided hereunder shall survive termination of this Pledge
      Agreement.

            (b) This Pledge Agreement shall continue to be effective or be
      automatically reinstated, as the case may be, if at any time payment, in
      whole or in part, of any of the Pledgor Obligations is rescinded or must
      otherwise be restored or returned by the Agent or any Lender as a
      preference, fraudulent conveyance or otherwise under any bankruptcy,
      insolvency or similar law, all as though such payment had not been made;
      provided that in the event payment of all or any part of the Pledgor
      Obligations is rescinded or must be restored or returned, all reasonable
      costs and expenses (including without limitation any reasonable legal fees
      and disbursements) incurred by the Agent or any Lender in

                                           Amended and Restated Pledge Agreement

<PAGE>

      defending and enforcing such reinstatement shall be deemed to be included
      as a part of the Pledgor Obligations.

      16. Amendments; Waivers; Modifications. This Pledge Agreement and the
provisions hereof may not be amended, waived, modified, changed, discharged or
terminated except as set forth in Section 14.6 of the Credit Agreement.

      17. Successors in Interest. This Pledge Agreement shall create a
continuing security interest in the Pledged Collateral and shall be binding upon
each Pledgor, its successors and assigns and shall inure, together with the
rights and remedies of the Agent and the Lenders hereunder, to the benefit of
the Agent and the Lenders and their successors and permitted assigns; provided,
however, that none of the Pledgors may assign its rights or delegate its duties
hereunder without the prior written consent of each Lender or the Required
Lenders, as required by the Credit Agreement. To the fullest extent permitted by
law, each Pledgor hereby releases the Agent and each Lender, and its successors
and assigns, from any liability for any act or omission relating to this Pledge
Agreement or the Pledged Collateral, except for any liability arising from the
gross negligence or willful misconduct of the Agent, or such Lender, or its
officers, employees or agents.

      18. Notices. All notices required or permitted to be given under this
Pledge Agreement shall be in conformance with Section 14.1 of the Credit
Agreement.

      19. Counterparts. This Pledge Agreement may be executed in any number of
counterparts, each of which where so executed and delivered shall be an
original, but all of which shall constitute one and the same instrument. It
shall not be necessary in making proof of this Pledge Agreement to produce or
account for more than one such counterpart.

      20. Headings. The headings of the sections and subsections hereof are
provided for convenience only and shall not in any way affect the meaning,
construction or interpretation of any provision of this Pledge Agreement.

      21. Governing Law; Submission to Jurisdiction and Service of Process;
Arbitration; Waiver of Jury Trial. THIS PLEDGE AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NORTH CAROLINA, WITHOUT
GIVING EFFECT TO THE CHOICE OF LAW PROVISIONS THEREOF. The terms of Sections
14.12, 14.13 and 14.14 of the Credit Agreement are incorporated herein by
reference, mutatis mutandis, and the parties hereto agree to such terms.

      22. Severability. If any provision of this Pledge Agreement is determined
to be illegal, invalid or unenforceable, such provision shall be fully severable
and the remaining provisions shall remain in full force and effect and shall be
construed without giving effect to the illegal, invalid or unenforceable
provisions.

                                           Amended and Restated Pledge Agreement

<PAGE>

      23. Entirety. This Pledge Agreement, the other Credit Documents and any
Hedging Agreement between any Credit Party and any Lender represent the entire
agreement of the parties hereto and thereto, and supersede all prior agreements
and understandings, oral or written, if any, including any commitment letters or
correspondence relating to this Pledge Agreement, the other Credit Documents,
any such Hedging Agreement or the transactions contemplated herein and therein.

      24. Survival. All representations and warranties of the Pledgors hereunder
shall survive the execution and delivery of this Pledge Agreement, the other
Credit Documents and any Hedging Agreement between any Credit Party and any
Lender, the delivery of the Notes and the making of the Loans and the issuance
of the Letters of Credit under the Credit Agreement.

      25. Joint and Several Obligations of Pledgors.

            (a) Each of the Pledgors is accepting joint and several liability
      hereunder in consideration of the financial accommodation to be provided
      by the Lenders under the Credit Agreement, for the mutual benefit,
      directly and indirectly, of each of the Pledgors and in consideration of
      the undertakings of each of the Pledgors to accept joint and several
      liability for the obligations of each of them.

            (b) Each of the Pledgors, jointly and severally hereby irrevocably
      and unconditionally accepts, not merely as a surety but also as a
      co-debtor, joint and several liability with the other Pledgors with
      respect to the payment and performance of all of the Pledgor Obligations
      arising under this Pledge Agreement, the other Credit Documents and any
      Hedging Agreement between any Credit Party and any Lender, it being the
      intention of the parties hereto that all the Pledgor Obligations shall be
      the joint and several obligations of each of the Pledgors without
      preferences or distinction among them.

            (c) Notwithstanding any provision to the contrary contained herein
      or in any other of the Credit Documents, to the extent the obligations of
      a Pledgor shall be adjudicated to be invalid or unenforceable for any
      reason (including, without limitation, because of any applicable state,
      provincial or federal law relating to fraudulent conveyances or transfers)
      then the obligations of such Pledgor hereunder shall be limited to the
      maximum amount that is permissible under applicable law (whether state,
      provincial or federal and including, without limitation, the Bankruptcy
      Code).

                  [remainder of page intentionally left blank]

                                           Amended and Restated Pledge Agreement

<PAGE>

      Each of the parties hereto has caused a counterpart of this Pledge
Agreement to be duly executed and delivered as of the date first above written.

PLEDGORS:

                                          WOLVERINE TUBE, INC.

                                          By: _________________________________
                                          Name: _______________________________
                                          Title: ______________________________

                                          TF INVESTOR, INC.

                                          By:__________________________________
                                          Name: _______________________________
                                          Title: ______________________________

                                          TUBE FORMING HOLDINGS, INC.

                                          By: _________________________________
                                          Name: _______________________________
                                          Title: ______________________________

                                          TUBE FORMING, L.P.

                                          By: Tube Forming Holdings, Inc.,
                                              its General Partner

                                              By: _____________________________
                                              Name: ___________________________
                                              Title: __________________________

                                          WOLVERINE FINANCE, LLC

                                          By: _________________________________
                                          Name: _______________________________
                                          Title: ______________________________

                                           Amended and Restated Pledge Agreement

<PAGE>

                                          SMALL TUBE MANUFACTURING, LLC

                                          By: _________________________________
                                          Name: _______________________________
                                          Title:_______________________________

                                          WOLVERINE JOINING TECHNOLOGIES, LLC

                                          By: _________________________________
                                          Name: _______________________________
                                          Title: ______________________________

                                          WOLVERINE CHINA INVESTMENTS, LLC

                                          By: Wolverine Tube, Inc.,
                                              its Managing Member

                                              By: _____________________________
                                              Name: ___________________________
                                              Title: __________________________

                                          WT HOLDING COMPANY, INC.

                                          By: _________________________________
                                          Name: _______________________________
                                          Title: ______________________________

Accepted and agreed to as of the date first above written:

WOLVERINE TUBE (SHANGHAI) LIMITED

By: ____________________________________
Name: __________________________________
Title: _________________________________

                                           Amended and Restated Pledge Agreement

<PAGE>

Accepted and agreed to as of the date first above written.

                                          WACHOVIA BANK, NATIONAL ASSOCIATION
                                          as Agent

                                          By: _________________________________
                                          Name: _______________________________
                                          Title: ______________________________

                                           Amended and Restated Pledge Agreement

<PAGE>

                           ACKNOWLEDGMENT AND CONSENT

      The undersigned, WT Holding, the SPC and each of the Foreign Subsidiaries
referred to in the foregoing Pledge Agreement, hereby acknowledge receipt of a
copy thereof. The undersigned agree to notify the Agent promptly in writing of
the occurrence of any of the events described in Section 4(b) of the Pledge
Agreement. The undersigned further agree that the terms of Section 6(c) of the
Pledge Agreement shall apply to them, mutatis mutandis, with respect to all
actions that may be required of them under or pursuant to or arising out of
Section 10 of the Pledge Agreement.

                                           Acknowledgement and Consent to
                                           Amended and Restated Pledge Agreement

<PAGE>

                                          WT HOLDING COMPANY, INC.

                                          By: _________________________________
                                          Name: _______________________________
                                          Title: ______________________________

                                          DEJ 98 FINANCE, LLC

                                          By: _________________________________
                                          Name: _______________________________
                                          Title: ______________________________

                                          WOLVERINE EUROPEAN HOLDINGS BV

                                          By: _________________________________
                                          Name: _______________________________
                                          Title: ______________________________

                                          WOLVERINE JOINING TECHNOLOGIES
                                              (CANADA) INC.

                                          By: __________________________________
                                          Name: ________________________________
                                          Title: _______________________________

                                           Acknowledgement and Consent to
                                           Amended and Restated Pledge Agreement

<PAGE>

                                          WOLVERINE EUROPE (EURL)

                                          By: _________________________________
                                          Name: _______________________________
                                          Title: ______________________________

                                          WLV MEXICO, S. DE R.L. DE C.V.

                                          By: _________________________________
                                          Name: _______________________________
                                          Title: ______________________________

                                          WLVN DE LATINOAMERICA S. DE R.L. DE
                                          C.V.

                                          By: _________________________________
                                          Name: _______________________________
                                          Title: ______________________________

                                           Acknowledgement and Consent to
                                           Amended and Restated Pledge Agreement

<PAGE>

                                  Schedule 2(a)

                                       to

                                Pledge Agreement

                           dated as of April 28, 2005

                 in favor of Wachovia Bank, National Association

                                    as Agent

                                  PLEDGED STOCK

PLEDGOR: WOLVERINE TUBE, INC.

<TABLE>
<CAPTION>
                                 Number of     Certificate    Percentage
    Name of Subsidiary            Shares         Number       Ownership    Percentage Pledged
------------------------------   ---------   --------------   ----------   ------------------
<S>                              <C>         <C>              <C>          <C>
Wolverine Europe                    325      uncertificated      100%             65%

WLV Mexico, S. de R.L. de C.V.      N/A      uncertificated      100%             65%

WLVN de Latinoamerica S. de
R.L. de C.V.                        N/A      uncertificated      100%             65%

WT Holding Company, Inc.            666             1            100%             65%

DEJ 98 Finance, LLC                 N/A             1          100% (49%         100%
                                                                voting
                                                               interest)
</TABLE>

PLEDGOR: WOLVERINE CHINA INVESTMENTS, LLC

<TABLE>
<CAPTION>
                                 Number of     Certificate    Percentage
    Name of Subsidiary            Shares         Number       Ownership    Percentage Pledged
------------------------------   ---------   --------------   ----------   ------------------
<S>                              <C>         <C>              <C>          <C>
Wolverine European
Holdings B.V.                     11,830     uncertificated      100%            65%
</TABLE>

PLEDGOR:  WOLVERINE JOINING TECHNOLOGIES, LLC

<TABLE>
<CAPTION>
                                 Number of     Certificate    Percentage
    Name of Subsidiary            Shares         Number       Ownership    Percentage Pledged
------------------------------   ---------   --------------   ----------   ------------------
<S>                              <C>         <C>              <C>          <C>

Wolverine Joining Technologies
(Canada) Inc.                       650          A-2              100%           65%
</TABLE>

<PAGE>

                                  Exhibit 4(a)

                                       to

                                Pledge Agreement

                           dated as of April 28, 2005

                in favor of Wachovia Bank, National Association,

                                    as Agent

                             Irrevocable Stock Power

   FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to

the following shares of capital stock of __________, a ___________ corporation:

                   No. of Shares                  Certificate No.

and irrevocably appoints __________________________________ its agent and
attorney-in-fact to transfer all or any part of such capital stock and to take
all necessary and appropriate action to effect any such transfer. The agent and
attorney-in-fact may substitute and appoint one or more persons to act for him.

                                           _________________,
                                           a ______________ [CORPORATION]

                                           By: ______________________________
                                           Name: ____________________________
                                           Title: ___________________________

<PAGE>

                                       A-

                                   EXHIBIT F-1

                                     FORM OF
                                LOCKBOX AGREEMENT

      This Lock Box Agreement is made as of the ____ day of ______________,
20__, by and among Wachovia Bank, National Association, as administrative agent
(the "Administrative Agent"), [Lockbox Bank] (the "Bank") and
[_______________] (the "Borrowers").

      WHEREAS, the Administrative Agent and certain financial institutions (the
"Lenders") have entered into a Credit Agreement, dated as of April 28, 2005
(together with all modifications, renewals or replacements, the "Credit
Agreement"), with _____________________ (the "Borrowers") and certain other
borrowing entities; and

      WHEREAS, to secure its obligations under the Credit Agreement, the
Borrowers have granted the Lenders a security interest in, inter alia, its
present and future accounts receivable, and all proceeds thereof and the
Borrowers have agreed that all collections and proceeds of such accounts
receivable shall be remitted by the account debtors on such accounts receivable
directly to the Lock Box (as defined below); and

      WHEREAS, in order to provide for a more efficient and faster collection
and deposit of said collections and proceeds the Administrative Agent desires to
use the lock box service of the Bank; and

      WHEREAS, the Bank is willing to provide said service for the
Administrative Agent commencing as of _________________,

      NOW, THEREFORE, the parties hereto hereby agree as follows:

      1. Post Office Box. The Bank will rent P.O. Box _______ (the "Lock Box")
of the post office located at in the name of the Borrowers. Customers of the
Borrowers have been, or will be, instructed to mail their remittances to the
Lock Box.

      2. Access to Mail. Subject to the provisions contained elsewhere herein,
the Bank will have exclusive and unrestricted access to the Lock Box and will
have complete and exclusive authority to receive, pick up and open all regular,
registered, certified or insured mail addressed to the Lock Box. On written
demand of the Administrative Agent, the Bank shall cease its processing of said
mail, and shall release same, in kind, to the Administrative Agent, and the
Administrative Agent shall thereafter process said mail promptly in accordance
with this Agreement. The Bank shall not inquire into the Administrative Agent's
right to make such a demand under any agreement among the Administrative Agent,
the Lenders and the Borrowers, and shall be forever released of all obligations
with respect to said remittances upon release to the Administrative Agent. The
Borrowers shall have no control whatsoever over any mail, checks, money orders,
collections or other forms of remittances received in the Lock Box. Appropriate
instructions have been, or will be, given by the Bank to the United States Post
Office where the Lock Box is maintained, and such instructions shall not be
revoked without the prior written consent of the Administrative Agent. Any
instruction given to the Bank by the Borrowers without the prior or concurrent
written agreement of the Administrative Agent shall be void and of no force or
effect. All mail addressed to

<PAGE>

the Lock Box will be picked up by the Bank according to its regular collection
schedule for processing in accordance with the terms of this Agreement.

      3. Remittance Collection. On the day received the Bank will open all mail
addressed to the Lock Box and remove and inspect the enclosures. All checks,
money orders and other forms or orders for the payment of money and other
collection remittances (hereinafter collectively referred to as "checks") shall
be processed by the Bank as follows:

            a. Missing Date. All undated checks will be dated by the Bank as of
the postmark date and processed as hereafter provided.

            b. Postdated. Checks postdated up to three days from date of receipt
shall be processed on the date indicated on the check. The Bank shall not
deposit checks postdated more than three days and which are in excess of
$25,000, but shall notify the Administrative Agent by telephone of such checks
and follow the Administrative Agent's instructions for disposition of such
checks.

            c. Stale Date. The Bank shall notify the Administrative Agent of
checks dated six months or more prior to the date of collection and which exceed
$10,000. The Administrative Agent may, in its reasonable discretion, require
that any such checks be forwarded promptly to the Administrative Agent or the
Borrowers.

            d. Different Amount. Where written and numeric amounts differ, a
check will be processed by the Bank only if the correct amount can be determined
from the accompanying documents, otherwise the check will not be deposited and,
if any such check is for an amount in excess of $50,000, it shall be sent to the
Borrowers, and the Bank shall notify the Administrative Agent by telephone of
such check.

            e. Signature Missing. Checks which do not bear the drawer's
signature and do not indicate the drawer's identity will not be deposited. If,
as determined by the Bank, the drawer can be identified from the face of the
check, the Bank will deposit and process the check by affixing a stamped
impression requesting the drawer bank to contact the drawer for authority to
pay. The Bank shall notify the Administrative Agent of any checks in excess of
$50,000 which cannot be deposited pursuant to this clause (e).

            f. Alterations and Restrictions. Checks with alterations and checks
bearing restrictive notations such as "Payment in Full" will not be deposited,
and the Bank shall notify the Administrative Agent of such checks which exceed
$25,000 by telephone on the day of receipt and will deposit, hold or forward
such checks with accompanying written matter, if any, as requested by the
Administrative Agent.

            g. Foreign Banks and Currency. Checks drawn in foreign currency will
be processed in accordance with the Bank's normal procedure for such checks and
the Administrative Agent will be notified by advice of any such checks which
exceed $_______________ on the date received by the Bank.

<PAGE>

            h. Other Items. Any items which the Administrative Agent has
specifically instructed the Bank in writing not to process will not be deposited
and shall be sent to the Administrative Agent.

      Notwithstanding anything to the contrary contained in this Agreement, the
Bank shall have no obligation to perform services on a basis any different than
it performs lockbox services in the normal course of business, except with
respect to receiving instructions from the Administrative Agent rather than the
Borrowers.

      4. Processing Acceptable Checks. All checks, except those not acceptable
for deposit under the terms of this Agreement, shall be deposited on the day of
receipt by the Bank to Account No. ______________________ (the "Depository
Account"), and all such checks shall be endorsed as follows:

                  credited to account number ________________: absence of
            endorsement hereby supplied and guaranteed by [Lock Box Bank]

            Any funds in the Depository Account will be wired on a daily basis
with the following instructions:

            Wachovia Bank, National Association
            191 Peachtree Street
            Atlanta, GA  30303
            Mail Code GA8056
            30th Floor
            Attn: Laurie D. O'Fallon
            Account No.______________

            For the account of the Borrowers

; provided, however, that no funds shall be required to be wired unless and
until the amount of funds in the Depository Account shall be in excess of an
aggregate of $1000, unless the Administrative Agent shall, in its sole
discretion, otherwise instruct the Bank.

All remittance advices, envelopes, and written matter (except as expressly
provided herein) received in the Lock Box together with photocopies of all
checks shall be sent to the Borrowers and, if requested by the Administrative
Agent, copies of same shall be sent to the Administrative Agent. The Bank shall
mail a statement of account, on a monthly basis, to both the Administrative
Agent and the Borrowers. If no deposit is made on a bank business day, a deposit
advice, correctly dated, will be sent to the Administrative Agent and the
Borrowers with the notation "No Deposit" appearing thereon. In addition, the
Company shall notify the Administrative Agent of the amount of the prior day's
deposit total via facsimile on the next bank business day no later than 11:00
A.M. (Eastern time zone). The Depository Account shall be opened and established
by the Borrowers for the benefit of the Administrative Agent on behalf of the
Lenders and shall be subject to the terms and provisions of the Credit Agreement
and the Security Agreement (as such term is defined in the Credit Agreement).
Neither the Bank nor the Borrowers shall have the right to withdraw funds from
the Depository Account, except that the Bank may make such debits therefrom as
provided in Section 5 hereof.

<PAGE>

      5. Returned Checks. Checks deposited in the Depository Account which are
returned unpaid because of "Insufficient Funds," "Uncollected Funds," etc. will
be redeposited by the Bank only once, except that if a returned check exceeds
$50,000 the Bank shall not redeposit such check but shall telephone the
Administrative Agent for further instructions on the day such check is received.
If redeposit is not warranted for reasons such as "account closed" or "payment
stopped" or if a check is returned a second time, the Bank will charge the
Depository Account and send a debit advice with the item to the Administrative
Agent with copies of same to the Borrowers.

      6. Remittance Received by the Borrower. Remittances which are sent
directly to or received by the Borrowers shall be forwarded to the Borrowers'
lock box at Wachovia Bank, N.A. on the day received.

      7. Record Maintenance. All deposit checks will be microfilmed (on front
and back) by the Bank and retained for five years by the Bank prior to
destruction. Photocopies of filmed items will be provided to the Administrative
Agent or the Borrowers on request, within the five-year period.

      8. Bank Charges. All charges of the Bank for services rendered pursuant to
this agreement shall be billed to and paid directly by the Borrowers. Said
charges may be charged against remittances or debited to the Depository Account.

      9. No Offset. The Bank hereby agrees that it will treat all remittances
received in the Lock Box in accordance with the terms of this Agreement. The
Bank will not offset or assert any claim against the Lock Box or the Depository
Account or divert such remittances on account of any obligations owed to the
Bank by the Borrowers or by the party making the remittance, except as provided
in Section 5 hereof.

      10. Bank Liability. In acting under this Agreement the Bank shall not be
liable to the Administrative Agent, the Lenders or the Borrowers for any error
of judgment, or for any act done or step taken or omitted by it in good faith,
except for gross negligence or willful misconduct.

      11. Term. This Agreement shall continue in full force and effect until
termination by the Bank on 60 days' prior written notice to all other parties.
The Administrative Agent may terminate this Agreement at any time which
termination shall be effective on receipt of written notice by the Bank and in
the event of such termination, the Administrative Agent shall at its option have
the sole right to remove mail from the Lock Box. The Borrowers shall have no
right to unilaterally terminate this Agreement.

      12. Modification. This Agreement may only be modified by a writing signed
by all of the parties hereto.

      13. Addresses.

            a. All notices, including phone notice, any daily deposit advices,
monthly statements of account and copies of all checks and the documents which
are to be given or sent to the Administrative Agent shall be sent to the
following address, and, where applicable, given at the following phone number:

<PAGE>

                  Wachovia Bank, National Association
                  191 Peachtree Street
                  Atlanta, GA 30303
                  Mail Code GA8056
                  30th Floor
                  Attn: Laurie D. O'Fallon
                  Telephone: 404-332-1303
                  Telecopier: 404-332-6920

            b.    All notices to the Bank shall be sent to:

                  [Bank]

                  _____________________________
                  _____________________________
                  _____________________________
                  Attention:
                  Telephone:
                  Telecopier:

            c.    All notices and items which are to be sent to the Borrowers
                  shall be sent to:

                  [Borrower]

                  _____________________________
                  _____________________________
                  _____________________________
                  Attention:
                  Telephone:
                  Telecopier:

      14. Borrower and Agent Agreement.

      Each of the Borrowers and the Administrative Agent agrees that it will
indemnify and hold the Bank harmless from any and all loss, liability, expense
or damage that the Bank may incur in processing lockbox items in accordance with
this Agreement, including, without limitation, any loss that the Bank
experiences as a result of returned items to the extent the balances in the
Depository Account referenced in paragraph 4 are insufficient to cover such
losses or in the event the balances in such Depository Account are insufficient
to cover the Bank charges referenced in paragraph 8.

      15. Limitation on Liability.

      The Administrative Agent acknowledges that the Bank undertakes to perform
only such duties as are expressly set forth in this Agreement and those which
are normally undertaken by the Bank in connection with lockbox processing.
Notwithstanding any other provision of this Agreement, it is agreed by the
parties that the Bank shall not be liable for any action taken by the Bank or
any of its directors, officers, agents or employees in accordance with this
Agreement, except for the Bank's or such natural person's gross negligence or
willful misconduct. In no event shall the Bank be liable for losses or delays
resulting from force majeure, computer malfunction,

<PAGE>

interruption of communication facilities, labor difficulties or other causes
beyond its reasonable control or for any indirect, special or consequential
damages.

<PAGE>

      This Agreement shall become effective upon its receipt by the
Administrative Agent, properly executed by all of the parties hereto.

                                           WACHOVIA BANK, NATIONAL ASSOCIATION

                                           By:_______________________________
                                           Title:

                                           [LOCKBOX BANK]

                                           By:_______________________________
                                           Title:

                                           WOLVERINE TUBE, INC.

                                           By: ______________________________
                                           Name: ____________________________
                                           Title: ___________________________

                                           TF INVESTOR, INC.

                                           By: ______________________________
                                           Name: ____________________________
                                           Title: ___________________________

                                           TUBE FORMING HOLDINGS, INC.

                                           By: _____________________________
                                           Name: ___________________________
                                           Title: __________________________

                                           TUBE FORMING, L.P.

                                           By: Tube Forming Holdings, Inc.,
                                               its General Partner

                                               By: ____________________________
                                               Name: __________________________
                                               Title: _________________________

<PAGE>

                                           WOLVERINE FINANCE, LLC

                                           By: ________________________________
                                           Name: ______________________________
                                           Title: _____________________________

                                           STPC HOLDING, INC.

                                           By: ________________________________
                                           Name: ______________________________
                                           Title: _____________________________

                                           SMALL TUBE MANUFACTURING, LLC

                                           By: ________________________________
                                           Name: ______________________________
                                           Title: _____________________________

                                           WOLVERINE JOINING TECHNOLOGIES, LLC

                                           By: ________________________________
                                           Name: ______________________________
                                           Title: _____________________________

                                           WOLVERINE CHINA INVESTMENTS, LLC

                                           By: Wolverine Tube, Inc.,
                                               its Managing Member

                                           By: ________________________________
                                           Name: ______________________________
                                           Title: _____________________________

                                           WT HOLDING COMPANY, INC.

                                           By: ________________________________
                                           Name: ______________________________
                                           Title: _____________________________

<PAGE>

                                   EXHIBIT F-2

                       [FORM OF BLOCKED ACCOUNT AGREEMENT]

                             ________________, 2002

Wachovia Bank, National Association
191 Peachtree Street
Atlanta, GA  30303
Mail Code GA8056
30th Floor Attention: Laurie D. O'Fallon

RE: Blocked Account for [BORROWER]

Ladies and Gentlemen:

      (1)_____________________________, (hereinafter referred to as "Bank"),
with its principal office located at
______________________________________________, is advised that Wachovia Bank,
National Association (hereinafter referred to as "Wachovia"), with its address
for notification purposes being 191 Peachtree Street, Atlanta, Georgia 30303,
Mail Code GA8056, 30th Floor, Attention: Laurie D. O'Fallon, and certain other
financial institutions are making loans to [BORROWER] (hereinafter referred to
as "Customer"), a _______________ corporation whose address for notification
purposes is __________________________________________, against security
consisting of, among other things, the accounts receivable of Customer, and that
as a normal requirement of such financing, all funds received by Customer and
all balances in the accounts of the Customer will be forwarded to Wachovia daily
in immediately available funds upon the instructions of Wachovia provided below
in accordance with such instructions. Wachovia has requested that Bank open a
special bank account into which such funds can be deposited. Wachovia has also
asked that Bank waive any rights of offset it may have with respect to such
special bank account.

      (2) Accordingly, Customer and Bank hereby confirm to Wachovia that a
special bank account, No._____ , has been set up by Customer with Bank (the
"Blocked Account"). Any and all payments received with respect to accounts
receivable, including, without limitation, Eligible Accounts, and all other
Collateral (as such terms are defined in the Amended and Restated Credit
Agreement dated as of April 28, 2005 (as amended, supplemented or otherwise
modified from time to time, the "Credit Agreement") between Customer, certain
other borrowing entities, certain financial institutions and Wachovia) of
Customer shall be deposited by Customer in the Blocked Account. Bank has no
responsibility to either Wachovia or Customer to ascertain that such deposits
are made by Customer. Until instructions to the contrary are given by Wachovia,
Customer shall have the right to control and draw upon the funds in the Blocked
Account. Upon the instructions of Wachovia, all of the funds in the Blocked
Account shall be forwarded in immediately available funds in accordance with
such instructions. Bank hereby agrees and acknowledges that Wachovia's continued
acceptance of this procedure will be in reliance hereon. Bank agrees not to
exercise or claim any right of offset against the Blocked Account in which such
remittances are deposited, and Bank further waives and releases to

<PAGE>

Wachovia any right or claim which it may have in any of the funds on deposit in
the Blocked Account.

      (3) Customer hereby assigns and pledges to Wachovia, as additional
collateral security for its obligations to Wachovia under the Credit Agreement,
and under any security agreement(s) between Customer and Wachovia, all amounts
from time to time deposited in the Blocked Account and directs the Bank to hold
the same as bailee for Wachovia, and to make distribution to Wachovia therefrom
in accordance with the wire instructions provided below. Bank hereby agrees to
act as such bailee.

      (4) Bank shall be fully protected in acting on any order or direction by
Wachovia respecting the Blocked Account without making any inquiry whatsoever as
to Wachovia's right or authority to give such order or direction or as to the
application of any payment made pursuant thereto.

      (5) The Bank may charge the Blocked Account for any items deposited in the
Blocked Account which are returned for any reason or otherwise not collected
("Returned Items") and may charge Account No. ______________ for all service
charges, commissions, expenses, banking fees and other items ordinarily
chargeable to the Blocked Account. If there are not sufficient funds in the
Blocked Account to pay such amounts, then the Customer agrees to pay the Bank
immediately all such amounts chargeable to the Blocked Account as set out
herein, regardless of any other collection efforts the Bank may have expended.
If there are not sufficient funds in the Blocked Account to pay any Returned
Items and the Company fails to pay the Bank for such Returned Item, then
Wachovia agrees to pay the Bank for any Returned Item of which the Bank gives
Wachovia written notice. Provided, however, the liability of Wachovia for losses
suffered by Bank for any item(s) deposited in the Blocked Account and returned
NSF or like return reason is limited to losses on those Returned Items which
were initially returned to Bank within two weeks prior to said demand(s) upon
Wachovia for indemnity. The Customer and Wachovia acknowledge that the Customer
is obliged to pay all customary and reasonable bank charges resulting from the
Blocked Account. Customer agrees that any payment from the Blocked Account to
Bank pursuant to this paragraph shall be deemed irrevocably to be a request by
Customer for "Revolving Loan" under (and as defined in) the Credit Agreement
identified in the Security Agreement and that Wachovia shall be under no
obligation to investigate or ascertain the validity of any claimed loss by Bank
which gives rise to an obligation by Customer to reimburse Bank pursuant to this
paragraph.

      (6) Bank will mail to Wachovia and Customer weekly, a copy of the weekly
receipted deposit slip and, upon and during the continuance of an Event of
Default, daily, a copy of the daily receipted deposit slip, and monthly, the
monthly bank statements of the Blocked Account, at the addresses listed above.

      (7) Wachovia may, from time to time, issue superseding letter(s) of
instruction with respect to its instructions or any instructions issued by
Customer.

      (8) Bank will have no duty to inquire or ascertain whether an Event of
Default has occurred or is continuing under the Credit Agreement and will be
fully entitled to rely on notice from Wachovia that any such Event of Default
has occurred and is continuing or then exists.

<PAGE>

      (9) This agreement shall be non-terminable by Customer so long as any
obligations of Customer to Wachovia are outstanding and unpaid. Wachovia or Bank
may terminate this Agreement at any time upon at least thirty (30) days written
notice to the other. Any funds remaining in the Blocked Account upon termination
shall be transferred therefrom in accordance with the provisions of paragraphs 3
and 4 hereof.

      (10) Any collected and available balances in the Blocked Account will be
forwarded to Wachovia each Business Day by wire transfer to the following
account:

            Bank Name:
            Location:
            Name of Account:
            ABA Routing No.:
            Credit Account No.:

                                           Yours very truly,

                                           [BANK]

                                           By: ________________________________
                                           Name: ______________________________
                                           Title: _____________________________

                                           [BORROWER]

                                           By: ________________________________
                                           Name: ______________________________
                                           Title: _____________________________

                                           WACHOVIA BANK, NATIONAL
                                           ASSOCIATION

                                           By: ________________________________
                                           Name: ______________________________
                                           Title: _____________________________

<PAGE>

                                    EXHIBIT G

                                     FORM OF
                           BORROWING BASE CERTIFICATE

                       [Delivered separately by Wachovia]

<PAGE>

                                    EXHIBIT H

                          FORM OF SOLVENCY CERTIFICATE

      The undersigned treasurer of [name of Credit Party] ("______"), a
_________________, is familiar with the properties, businesses, assets and
liabilities of [name of Credit Party] and is duly authorized to execute this
certificate on behalf of [name of Credit Party].

      Reference is made to that certain Amended and Restated Credit Agreement
entered into as of April 28, 2005 among Wolverine Tube, Inc. (the "Company") and
certain of the Company's Subsidiaries (collectively, the "Credit Parties"),
Wachovia Bank, National Association, as administrative agent (the
"Administrative Agent"), and the lenders from time to time parties thereto (as
the same may be amended, modified, extended or restated from time to time, the
"Credit Agreement"). All capitalized terms used and not defined herein have the
meanings stated in the Credit Agreement.

      1. The undersigned certifies that he has made such investigation and
inquiries as to the financial condition of [name of Credit Party] as he deems
necessary and prudent for the purpose of providing this Certificate. The
undersigned acknowledges that the Administrative Agent and the Lenders are
relying on the truth and accuracy of this Certificate in connection with making
of the Loans under the Credit Agreement.

      2. The undersigned certifies that the financial information, projections
and assumptions which underlie and form the basis for the representations made
in this Certificate were reasonable when made and were made in good faith and
continue to be reasonable as of the date hereof.

      BASED ON THE FOREGOING, the undersigned certifies that, both before and
after giving effect to the Loans:

      A. [Name of Credit Party] and its Subsidiaries, on a consolidated basis,
      are able to pay their debts and other liabilities, contingent obligations
      and other commitments as they mature in the normal course of business.

      B. [Name of Credit Party] and its Subsidiaries, on a consolidated basis,
      do not intend to, and do not believe that they will, incur debts or
      liabilities beyond their ability to pay as such debts and liabilities
      mature in their ordinary course.

      C. [Name of Credit Party] and its Subsidiaries, on a consolidated basis,
      are not engaged in any business or transaction, and are not about to
      engage in any business or transaction, for which the assets of [name of
      Credit Party] and its Subsidiaries, on a consolidated basis, would
      constitute unreasonably small capital after giving due consideration to
      the prevailing practice in the industry in which [name of Credit Party]
      and its Subsidiaries are engaged or are to engage.

      D. The present fair saleable value of the consolidated assets of [name of
      Credit Party] and its Subsidiaries, taken on a going concern basis, is not
      less than the amount that will be required to pay the probable liability
      on the debts of [name of Credit Party] and its Subsidiaries, on a
      consolidated basis, as they become absolute and matured.

<PAGE>

      IN WITNESS WHEREOF, the undersigned has executed this Certificate this
_____ day of _________, 2005, in his capacity as the treasurer of [name of
Credit Party].

                                    ___________________________________
                                    Name: [name of Senior Financial Officer]
                                    Title: Treasurer of [name of Credit Party]

<PAGE>

                                    EXHIBIT I

                                     FORM OF
                             COMPLIANCE CERTIFICATE

                             [Letterhead of Company]

                                                                          [Date]

Wachovia Bank, National Association,
   as Agent for the Lenders
191 Peachtree Street
Atlanta, GA  30303
Mail Code GA8056
30th Floor
Attn: Laurie D. O'Fallon

Ladies and Gentleman:

      I hereby certify to you as follows:

      (a) I am the duly elected [Title] of Wolverine Tube, Inc., a Delaware
corporation (the "Company"). Capitalized but undefined terms used in this
Certificate shall have the meanings assigned to them in the Amended and Restated
Credit Agreement, entered into as of April 28, 2005 (together with all
modifications, renewals or replacements, the "Credit Agreement"), among the
Company, certain other borrowing entities parties thereto (together with the
Company, the "Credit Parties"), the financial institutions parties thereto and
you, as Agent.

      (b) I have reviewed the terms of the Credit Agreement, and have made, or
have caused to be made under my supervision, a review in reasonable detail of
the transactions and the condition of the Consolidated Parties during the
immediately preceding [month] [fiscal quarter] [fiscal year].

      (c) The review described in paragraph (b) above did not disclose the
existence during or at the end of such period, and I have no knowledge of the
existence as of the date hereof, of any condition or event which constitutes a
Default or an Event of Default, except as hereinafter set forth. Described in a
separate attachment to this Certificate are (i) detailed calculations
demonstrating compliance by the Consolidated Parties with the financial
covenants contained in Article VIII of the Credit Agreement, (ii) the
exceptions, if any, to this paragraph (c) (listing, in detail, the nature of the
condition or event, the period during which it has existed and the action which
the Company or applicable Subsidiary has taken, is taking, or proposes to take
with respect to such condition or event), and (iii) information regarding
expenditures made by the Credit Parties as to Permitted Investments and Capital
Expenditures during the prior fiscal quarter.

      I further certify that, based on the review described in paragraph (b)
above, neither the Company, any other Credit Party nor any of the Subsidiaries
at any time during or at the end of such period, except as specifically
described in paragraph (i) below, did any of the following:

<PAGE>

      (d) Changed its respective corporate name, or transacted business under
any trade name, style, or fictitious name, other than those previously described
to you and set forth in the Credit Agreement.

      (e) Changed the location of its chief executive office, or changed the
location of or disposed of any of its assets (other than as permitted under the
Credit Agreement) or established any new inventory locations.

      (f) Changed its capital structure (other than as permitted under the
Credit Agreement).

      (g) Permitted or suffered to exist any Liens on any of its properties,
whether real or personal, other than as specifically permitted in the Credit
Agreement.

      (h) Received any notices of any kind from any federal, state or local
agency, tribunal or other authority regulating or having responsibility for any
environmental matters which such environmental matters could reasonably be
expected to have a Material Adverse Effect.

      (i) [List exceptions, if any, to paragraphs (d) through (h) above].

      The foregoing certifications are made and delivered this ____ day of
___________, 200__.

                                           Very truly yours,

                                           WOLVERINE TUBE, INC.

                                           By: _____________________________
                                           Title: __________________________

<PAGE>

                                   Schedule A

[set forth evidence of compliance with financial covenants showing the
calculations therefor in reasonable detail and such other matters required
pursuant to Section 7.1(d) of the Credit Agreement]
<PAGE>

                                    EXHIBIT J

                        FORM OF ASSIGNMENT AND ACCEPTANCE

      THIS ASSIGNMENT AND ACCEPTANCE dated as of ________, _____ is entered into
between ________________ ("Assignor") and ____________________ ("Assignee").

      Reference is made to that certain Amended and Restated Credit Agreement
entered into as of April 28, 2005 among Wolverine Tube, Inc. (the "Company") and
certain of the Company's Subsidiaries, Wachovia Bank, National Association, as
administrative agent (the "Administrative Agent"), and the lenders from time to
time parties thereto (as the same may be amended, modified, extended or restated
from time to time, the "Credit Agreement"). Terms defined in the Credit
Agreement are used herein with the same meanings.

      1. The Assignor hereby sells and assigns, without recourse, to the
Assignee, and the Assignee hereby purchases and assumes, without recourse, from
the Assignor, effective as of the Effective Date set forth below, the interests
set forth below (the "Assigned Interest") in the Assignor's rights and
obligations under the Credit Agreement, including, without limitation, the
interests set forth below in the Commitments of the Assignor on the effective
date of the assignment designated below (the "Effective Date") and the Loans and
other extensions of credit owing to the Assignor which are outstanding on the
Effective Date, together with unpaid interest accrued on the assigned Loans and
other extensions of credit to the Effective Date and the amount, if any, set
forth below of the Fees accrued to the Effective Date for the account of the
Assignor. Each of the Assignor and the Assignee hereby makes and agrees to be
bound by all the representations, warranties and agreements set forth in Section
14.3(b) of the Credit Agreement, a copy of which has been received by each such
party. From and after the Effective Date (i) the Assignee, if it is not already
a Lender under the Credit Agreement, shall be a party to and be bound by the
provisions of the Credit Agreement and, to the extent of the interests assigned
by this Assignment and Acceptance, have the rights and obligations of a Lender
thereunder and (ii) the Assignor shall, to the extent of the interests assigned
by this Assignment and Acceptance, relinquish its rights (other than any rights
it may have pursuant to Section 14.5 of the Credit Agreement which will survive)
and be released from its obligations under the Credit Agreement (and, in the
case of an assignment of all or the remaining portion of the Assignor's rights
and obligations under the Credit Agreement, the Assignor shall cease to be a
party to the Credit Agreement).

      2. The Assignor represents and warrants to the Assignee that (i) it is the
legal and beneficial owner of the interest being assigned hereby free and clear
of any adverse claim and (ii) it is legally authorized to enter into this
Assignment and Acceptance.

      3. This Assignment and Acceptance shall be governed by and construed in
accordance with the laws of the State of North Carolina.

<PAGE>

      4. Terms of Assignment

                  (a)   Date of Assignment ___________

                  (b)   Legal Name of Assignor ___________

                  (c)   Legal Name of Assignee ___________

                  (d)   Effective Date of Assignment ___________

                  (e)   Revolving Loan Commitment
                        Percentage assigned __________%

                  (f)   Revolving Loan Commitment
                        Percentage of Assignor
                        after assignment __________%

                  (g)   Total Revolving Loans

                        outstanding as of Effective
                        Date $___________

                  (h)   Revolving Loans assigned
                        on Effective Date (the amount
                        set forth in (g) multiplied
                        by the percentage set forth
                        in (e)) $___________

                  (i)   Revolving Loan Commitment $___________

                  (j)   Principal amount of
                        Revolving Loan Commitment
                        assigned on the Effective
                        Date (the amount set forth in
                        (i) multiplied by the
                        percentage set forth in (e)) $___________

                  (k)   Revolving Loan Commitment
                        of Assignor after Effective Date $___________

                  (l)   Revolving Loan Commitment
                        of Assignee after Effective
                        Date $___________

<PAGE>

The terms set forth above
are hereby agreed to:

_____________________, as Assignor

By: ________________________________
Name: ______________________________
Title: _____________________________

____________________, as Assignee

By: ________________________________
Name: ______________________________
Title: _____________________________

                                       CONSENTED TO (if applicable):

                                       WOLVERINE TUBE, INC.

                                       By: _________________________________
                                       Name: _______________________________
                                       Title: ______________________________

                                       TF INVESTOR, INC.

                                       By: _________________________________
                                       Name: _______________________________
                                       Title: ______________________________

                                       TUBE FORMING HOLDINGS, INC.

                                       By: _________________________________
                                       Name: _______________________________
                                       Title: ______________________________

<PAGE>

                                       TUBE FORMING, L.P.

                                       By: Tube Forming Holdings, Inc.,
                                           its General Partner

                                           By: _________________________________
                                           Name: _______________________________
                                           Title: ______________________________

                                       WOLVERINE FINANCE, LLC

                                       By: _________________________________
                                       Name: _______________________________
                                       Title: ______________________________

                                       STPC HOLDING, INC.

                                       By: ________________________________
                                       Name: ______________________________
                                       Title: _____________________________

                                       SMALL TUBE MANUFACTURING, LLC

                                       By: ________________________________
                                       Name: ______________________________
                                       Title: _____________________________

                                       WOLVERINE JOINING TECHNOLOGIES, LLC

                                       By: ________________________________
                                       Name: ______________________________
                                       Title: _____________________________

                                       WOLVERINE CHINA INVESTMENTS, LLC

                                       By: Wolverine Tube, Inc.,
                                           its Managing Member

                                       By: ________________________________
                                       Name: ______________________________
                                       Title: _____________________________

<PAGE>

                                       WT HOLDING COMPANY, INC.

                                       By: ________________________________
                                       Name: ______________________________
                                       Title: _____________________________

<PAGE>

                                    EXHIBIT K

                            FORM OF JOINDER AGREEMENT

      THIS BORROWER JOINDER AGREEMENT (the "Agreement"), dated as of
________________, 20__, is by and among______________ , a
_______________________ (the "Applicant Borrower"), WOLVERINE TUBE, INC., a
Delaware corporation (the "Company"), and Wachovia Bank, National Association,
in its capacity as Administrative Agent under that certain Amended and Restated
Credit Agreement (as amended and modified, the "Credit Agreement"), dated as of
April 28, 2005, by and among the Company, and certain of the Company's
Subsidiaries (collectively, the "Credit Parties"), the Lenders party thereto and
the Administrative Agent. All of the defined terms in the Credit Agreement are
incorporated herein by reference.

      The Applicant Borrower has indicated its desire to become a Borrower
pursuant to the terms of the Credit Agreement.

      Accordingly the Applicant Borrower hereby agrees as follows with the
Administrative Agent, for the benefit of the Lenders:

      1. The Applicant Borrower hereby acknowledges, agrees and confirms that,
by its execution of this Agreement, the Applicant Borrower will be deemed to be
a party to the Credit Agreement and a "Borrower" for all purposes of the Credit
Agreement and the other Credit Documents, and shall have all of the obligations
of a Borrower thereunder as if it has executed the Credit Agreement and the
other Credit Documents. The Applicant Borrower hereby ratifies, as of the date
hereof, and agrees to be bound by, all of the terms, provisions and conditions
contained in the Credit Agreement and in the Credit Documents, including without
limitation (i) all of the representations and warranties of the Credit Parties
set forth in Article VI of the Credit Agreement, as supplemented from time to
time in accordance with the term thereof, and (ii) all of the affirmative and
negative covenants set forth in Articles VII, VIII and IX of the Credit
Agreement.

      2. The Applicant Borrower hereby acknowledges, agrees and confirms that,
by its execution of this Agreement, the Applicant Borrower will be deemed to be
a party to the Security Agreement, and shall have all the obligations of an
"Obligor" (as such term is defined in the Security Agreement) thereunder as if
it had executed the Security Agreement. The Applicant Borrower hereby ratifies,
as of the date hereof, and agrees to be bound by, all of the terms, provisions
and conditions contained in the Security Agreement. Without limiting generality
of the foregoing terms of this paragraph 2, the Applicant Borrower hereby grants
to the Agent, for the benefit of the Lenders, a continuing security interest in,
and a right of set off against any and all right, title and interest of the
Applicant Borrower in and to the Collateral (as such term is defined in Section
2 of the Security Agreement) of the Applicant Borrower.

      3. The Applicant Borrower acknowledges and confirms that it has received a
copy of the Credit Agreement and the schedules and exhibits thereto and the
Security Agreement and the schedules and exhibits relating thereto. The
information on the Schedules to the Credit

<PAGE>

Agreement and each of the Security Documents are amended to provide the
information shown on the attached Schedule A.

      4. The Company confirms that all of its and its Subsidiaries' obligations
under the Credit Agreement are, and upon the Applicant Borrower becoming a
Borrower shall continue to be, in full force and effect. The Company further
confirms that immediately upon the Applicant Borrower becoming a Borrower the
term "Obligations", as used in the Credit Agreement, shall include all
Obligations of such Applicant Borrower under the Credit Agreement and under each
other Credit Document.

      5. The Applicant Borrower hereby agrees that upon becoming a Borrower it
will assume all Obligations of a Borrower as set forth in the Credit Agreement.
By its execution of this Agreement, the Applicant Borrower appoints each of
__________________, [title] and _________________, [title], of the Company, to
be its attorneys ("its Attorneys") and in its name and on its behalf and as its
act and deed or otherwise to sign all documents and carry out all such acts as
are necessary or appropriate in connection with executing any Notice of
Borrowing, Notice of Extension/Conversion or any Borrowing Base Certificate or
any security documents (the "Documents") in connection with the Credit
Agreement, provided that such Documents are in substantially the form provided
therefor in the applicable exhibits thereto. This Power of Attorney shall be
valid for the duration of the term of the Credit Agreement. The Applicant
Borrower hereby undertakes to ratify everything which either of its Attorneys
shall do in order to execute the Documents mentioned herein.

      6. Each of the Company and the Applicant Borrower agrees that at any time
and from time to time, upon the written request of the Administrative Agent, it
will execute and deliver such further documents and do such further acts and
things as the Administrative Agent may reasonably request in order to effect the
purposes of this Agreement.

      7. This Agreement may be executed in two or more counterparts, each of
which shall constitute an original but all of which when taken together shall
constitute one contract.

      8. This Agreement shall be governed by and construed and interpreted in
accordance with the laws of the State of North Carolina.

<PAGE>

      IN WITNESS WHEREOF, each of the Applicant Borrowers and the Company has
caused this Borrower Joinder Agreement to be duly executed by its authorized
officers, and the Administrative Agent, for the benefit of the Lenders, has
caused the same to be accepted by its authorized officer, as of the day and year
first above written.

                                       <<APPLICANT BORROWER>>

                                       By: _________________________________
                                       Name: _______________________________
                                       Title: ______________________________

                                       WOLVERINE TUBE, INC.

                                       By: _________________________________
                                       Name: _______________________________
                                       Title: ______________________________

                                       WACHOVIA BANK, NATIONAL
                                       ASSOCIATION, as Administrative Agent

                                       By: _________________________________
                                       Name: _______________________________
                                       Title: ______________________________

<PAGE>

                                    EXHIBIT L

                     ADJUSTMENTS TO CONSOLIDATED NET INCOME

                         [to be provided by the Company]

<PAGE>

                                   SCHEDULE A
                                       to
                           Borrower Joinder Agreement

                          Schedules to Credit Agreement
                          (to be updated as necessary)

                     Schedule 4(a)(i) to Security Agreement
      Chief Executive Office/Principal Place of Business/State of Formation

                     Schedule 4(a)(ii) to Security Agreement
             Name Changes/Changes in Corporate Structure/Tradenames

                       Schedule 4(b) to Security Agreement
                             Locations of Collateral

                        Schedule 2(a) to Pledge Agreement
                                  Pledged Stock

<PAGE>

                                  SCHEDULE 1.1A

                       SCHEDULE OF LENDERS AND COMMITMENTS

<TABLE>
<CAPTION>
                                           REVOLVING
                          REVOLVING        COMMITMENT
      LENDER              COMMITMENT       PERCENTAGE
-------------------     -------------     ------------
<S>                     <C>               <C>
Wachovia Bank, N.A.     $  35,000,000         100%

Total                   $  35,000,000         100%
</TABLE>

<PAGE>

                                  SCHEDULE 1.1B
                                   INVESTMENTS

                     [to be completed by Borrowers' counsel]

<PAGE>

                                  SCHEDULE 1.1C
                                      LIENS

                     [to be completed by Borrowers' counsel]

<PAGE>

                                  SCHEDULE 1.1D
                           EXISTING LETTERS OF CREDIT

                     [to be completed by Borrowers' counsel]
<PAGE>

                                 SCHEDULE 5.1(m)
                               CORPORATE STRUCTURE

                     [to be completed by Borrowers' counsel]

<PAGE>

                                  SCHEDULE 6.1
                          JURISDICTIONS OF ORGANIZATION

                     [to be completed by Borrowers' counsel]

<PAGE>

                                  SCHEDULE 6.2
                                  AUTHORIZATION

                     [to be completed by Borrowers' counsel]

<PAGE>

                                  SCHEDULE 6.9
                                  INDEBTEDNESS

                     [to be completed by Borrowers' counsel]

<PAGE>

                                  SCHEDULE 6.10
                                   LITIGATION

                     [to be completed by Borrowers' counsel]

<PAGE>

                                  SCHEDULE 6.15
                                  SUBSIDIARIES

                     [to be completed by Borrowers' counsel]

<PAGE>

                                  SCHEDULE 6.18
                              HAZARDOUS SUBSTANCES

                     [to be completed by Borrowers' counsel]

<PAGE>

                                  SCHEDULE 6.21
                              COLLATERAL LOCATIONS
                     [to be completed by Borrowers' counsel]

<PAGE>

                                  SCHEDULE 6.22
                            FICTITIOUS BUSINESS NAMES

                     [to be completed by Borrowers' counsel]

<PAGE>

                                  SCHEDULE 6.28
                            KEY MEMBERS OF MANAGEMENT

                     [to be completed by Borrowers' counsel]

<PAGE>

                                  SCHEDULE 7.6
                                    INSURANCE

                     [to be completed by Borrowers' counsel]

<PAGE>

                                  SCHEDULE 9.5
                          PERMITTED ASSET DISPOSITIONS

                     [to be completed by Borrowers' counsel]

<PAGE>

                                  SCHEDULE 9.12
                                  BANK ACCOUNTS

                     [to be completed by Borrowers' counsel]

<PAGE>

                                  SCHEDULE 14.1
                              ADDRESSES FOR NOTICES

<TABLE>
<CAPTION>
          PARTY                        ADDRESS FOR NOTICES           DOMESTIC LENDING OFFICE  EURODOLLAR LENDING OFFICE
-------------------------------- ---------------------------------   -----------------------  -------------------------
<S>                              <C>                                 <C>                      <C>
Wolverine Tube, Inc.             c/o Wolverine Tube, Inc.                      N/A                       N/A
                                 200 Clinton Avenue West,
                                 Suite 1000
                                 Huntsville, Alabama 35801
                                 Attn: Thomas B. Sabol
                                 Telephone: (256) 890-0460
                                 Telecopy: (256) 890-0470

TF Investor, Inc.                c/o Wolverine Tube, Inc.                      N/A                       N/A
                                 200 Clinton Avenue West,
                                 Suite 1000
                                 Huntsville, Alabama 35801
                                 Attn: Thomas B. Sabol
                                 Telephone:(256) 890-0460
                                 Telecopy: (256) 890-0470

Tube Forming Holdings, Inc.      c/o Wolverine Tube, Inc.                      N/A                       N/A
                                 200 Clinton Avenue West,
                                 Suite 1000
                                 Huntsville, Alabama 35801
                                 Attn: Thomas B. Sabol
                                 Telephone: (256) 890-0460
                                 Telecopy:  (256) 890-0470

Tube Forming, L.P.               c/o Wolverine Tube, Inc.                      N/A                       N/A
                                 200 Clinton Avenue West,
                                 Suite 1000
                                 Huntsville, Alabama 35801
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
          PARTY                        ADDRESS FOR NOTICES           DOMESTIC LENDING OFFICE  EURODOLLAR LENDING OFFICE
-------------------------------- ---------------------------------   -----------------------  -------------------------
<S>                              <C>                                 <C>                      <C>
                                 Attn: Thomas B. Sabol
                                 Telephone: (256) 890-0460
                                 Telecopy: (256)  890-0470

Wolverine Finance, LLC           c/o Wolverine Tube, Inc.                      N/A                       N/A
                                 200 Clinton Avenue West,
                                 Suite 1000
                                 Huntsville, Alabama 35801
                                 Attn: Thomas B. Sabol
                                 Telephone: (256) 890-0460
                                 Telecopy: (256)  890-0470


STPC Holding, Inc.               c/o Wolverine Tube, Inc.                      N/A                       N/A
                                 200 Clinton Avenue West,
                                 Suite 1000
                                 Huntsville, Alabama 35801
                                 Attn: Thomas B. Sabol
                                 Telephone: (256) 890-0460
                                 Telecopy: (256)  890-0470


Small Tube Manufacturing, LLC    c/o Wolverine Tube, Inc.                      N/A                       N/A
                                 200 Clinton Avenue West,
                                 Suite 1000
                                 Huntsville, Alabama 35801
                                 Attn: Thomas B. Sabol
                                 Telephone: (256) 890-0460
                                 Telecopy:   (256)890-0470

Wolverine Joining Technologies,  c/o Wolverine Tube, Inc.                      N/A                       N/A
LLC                              200 Clinton Avenue West,
                                 Suite 1000
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
          PARTY                        ADDRESS FOR NOTICES           DOMESTIC LENDING OFFICE  EURODOLLAR LENDING OFFICE
-------------------------------- ---------------------------------   -----------------------  -------------------------
<S>                              <C>                                 <C>                      <C>
                                 Huntsville, Alabama 35801
                                 Attn: Thomas B. Sabol
                                 Telephone: (256) 890-0460
                                 Telecopy: (256)  890-0470

Wolverine China Investments,     c/o Wolverine Tube, Inc.
LLC                              200 Clinton Avenue West,
                                 Suite 1000
                                 Huntsville, Alabama 35801
                                 Attn: Thomas B. Sabol
                                 Telephone: (256) 890-0460
                                 Telecopy:  (256) 890-0470


WT Holding Company, Inc.         c/o Wolverine Tube, Inc.
                                 200 Clinton Avenue West,
                                 Suite 1000
                                 Huntsville, Alabama 35801
                                 Attn: Thomas B. Sabol
                                 Telephone:(256) 890-0460
                                 Telecopy: (256) 890-0470


Wolverine Tube (Canada) Inc.     c/o Wolverine Tube, Inc.
                                 200 Clinton Avenue West,
                                 Suite 1000
                                 Huntsville, Alabama 35801
                                 Attn: Thomas B. Sabol
                                 Telephone:(256) 890-0460
                                 Telecopy: (256) 890-0470

Wachovia Bank, National          191 Peachtree Street
Association                      Atlanta, GA 30303
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
          PARTY                        ADDRESS FOR NOTICES           DOMESTIC LENDING OFFICE  EURODOLLAR LENDING OFFICE
-------------------------------- ---------------------------------   -----------------------  -------------------------
<S>                              <C>                                 <C>                      <C>
                                 Mail Code GA8056 30th Floor
                                 Attn: Laurie D. O'Fallon
                                 Telephone: 404-332-1303
                                 Telecopier: 404-332-6920
</TABLE>

<PAGE>

                    SCHEDULE OF FISCAL QUARTERS