<PAGE>

                                                                     EXHIBIT 4.2

FORM OF SECURITIES PURCHASE AGREEMENT

                         INSTRUCTION SHEET FOR INVESTOR

  (To be read in conjunction with the entire Securities Purchase Agreement and
                            Investor Questionnaire)

A.    Complete the following items in the Securities Purchase Agreement and in
      the Investor Questionnaire:

      1. Provide the information regarding the investor requested on the
signature pages (pages 2 and 19). Please submit a separate Securities Purchase
Agreement and Investor Questionnaire for each individual fund/entity that will
hold the Securities. The Securities Purchase Agreement and the Investor
Questionnaire must be executed by an individual authorized to bind the investor.

      2. Return the signed Securities Purchase Agreement and Investor
Questionnaire to:

                    Wolverine Tube, Inc.
                    200 Clinton Avenue West, 10th Floor
                    Huntsville, AL 35801
                    Attn: James E. Deason, Chief Financial Officer
                    Phone: (256) 890-0460
                    Fax:   (256) 580-3996

            And fax copies to:

                    SunTrust Robinson Humphrey
                    3333 Peachtree Road, NE
                    Atlanta, GA 30326
                    Attn: Rudy Scarito
                    Phone: (404) 926-5909
                    Fax:   (404) 926-5947

      An executed original Securities Purchase Agreement and Investor
      Questionnaire or a fax thereof must be received by 2:00 p.m., Eastern
      time, on a date to be determined and distributed to the investor at a
      later date.

B.    Instructions regarding the transfer of funds for the purchase of
      Securities will be faxed to the investor by the Company at a later date.

C.    To resell the Securities after the Registration Statement covering the
      Securities is effective:

            1. Provided that a Suspension of the Registration Statement pursuant
      to Section 7.2(c) of the Securities Purchase Agreement is not then in
      effect pursuant to the terms of the Securities Purchase Agreement, the
      investor may sell Securities under the Registration Statement, subject to
      the notification provisions in the Securities Purchase Agreement, provided
      that it arranges for delivery of a current Prospectus to the transferee.
      Upon receipt of a request therefor, the Company has agreed to provide an
      adequate number of current Prospectuses to each investor and to supply
      copies to any other parties requiring such Prospectuses.

            2. The investor must also deliver to the Company's transfer agent,
      with a copy to the Company, a Certificate of Subsequent Sale in the form
      attached as Exhibit A to the Securities Purchase Agreement, so that the
      Securities may be properly transferred.

<PAGE>

                          SECURITIES PURCHASE AGREEMENT

Wolverine Tube, Inc.
200 Clinton Avenue West, 10th Floor
Huntsville, Alabama 35801

Ladies & Gentlemen:

      The undersigned, _____________________________(the "Investor"), hereby
confirms its agreement with you as follows:

1.    This Securities Purchase Agreement (the "Agreement") is made as of June
__, 2004 between Wolverine Tube, Inc., a Delaware corporation (the "Company"),
and the Investor.

2.    The Company has authorized the sale and issuance of up to 2,450,000 shares
(the "Securities") of common stock of the Company, par value $0.01 per share
(the "Common Stock"), to certain investors in a private placement (the
"Offering").

3.    The Company and the Investor agree that the Investor will purchase from
the Company and the Company will issue and sell to the Investor ___________
shares, for a purchase price of $_______ per share, or an aggregate purchase
price of $_______________, pursuant to the Terms and Conditions for Purchase of
Securities attached hereto as Annex I and incorporated herein by reference as if
fully set forth herein (the "Terms and Conditions"). Unless otherwise requested
by the Investor, certificates representing the Securities purchased by the
Investor will be registered in the Investor's name and address as set forth
below.

4.    The Investor represents that, except as set forth below, (a) it has had no
position, office or other material relationship within the past three years with
the Company or persons known to it to be affiliates of the Company, (b) neither
it, nor any group of which it is a member or to which it is related,
beneficially owns (including the right to acquire or vote) any securities of the
Company and (c) it has no direct or indirect affiliation or association with any
NASD member as of the date hereof. Exceptions:

________________________________________________________________________________
_______________________________________________________________________________.
 (If no exceptions, write "none." If left blank, response will be deemed to be
                                    "none.")

      Please confirm that the foregoing correctly sets forth the agreement
between us by signing in the space provided below for that purpose. By executing
this Agreement, you acknowledge that the Company may use the information in
paragraph 4 above and the name and address information below in preparation of
the Registration Statement (as defined in Annex I).

AGREED AND ACCEPTED:

WOLVERINE TUBE, INC.               Investor: ___________________________________

                                   By: _________________________________________

_______________________________    Print Name: _________________________________
By:
Title:                             Title: ______________________________________

                                   Address: ____________________________________

                                   _____________________________________________

                                   Tax ID No.: _________________________________

                                   Contact name: _______________________________

                                   Telephone: __________________________________

                                   Name in which shares should be
                                     registered (if different):
                                   _____________________________________________

<PAGE>

                                     ANNEX I

                 TERMS AND CONDITIONS FOR PURCHASE OF SECURITIES

      1.    Authorization and Sale of the Securities. Subject to these Terms and
Conditions, the Company has authorized the sale of up to 2,450,000 shares of
Common Stock. The Company reserves the right to increase or decrease this
number.

      2.    Agreement to Sell and Purchase the Securities; Subscription Date.

            2.1   At the Closing (as defined in Section 3), the Company will
sell to the Investor, and the Investor will purchase from the Company, upon the
terms and conditions hereinafter set forth, the number of Securities set forth
in Section 3 of the Securities Purchase Agreement to which these Terms and
Conditions are attached at the purchase price set forth thereon.

            2.2   The Company may enter into the same form of Securities
Purchase Agreement, including these Terms and Conditions, with certain other
investors (the "Other Investors") and expects to complete sales of Securities to
them. (The Investor and the Other Investors are hereinafter sometimes
collectively referred to as the "Investors," and the Securities Purchase
Agreement to which these Terms and Conditions are attached and the Securities
Purchase Agreements (including attached Terms and Conditions) executed by the
Other Investors are hereinafter sometimes collectively referred to as the
"Agreements.") The Company may accept executed Agreements from Investors for the
purchase of Securities commencing upon the date on which the Company provides
the Investors with the proposed purchase price per share and concluding upon the
date (the "Subscription Date") on which the Company has (i) executed Agreements
with Investors for the purchase of Securities, and (ii) notified SunTrust
Robinson Humphrey, in its capacity as placement agent for this transaction (the
"Placement Agent"), in writing that it is no longer accepting additional
Agreements from Investors for the purchase of Securities. The Company may not
enter into any Agreements after the Subscription Date.

      3.    Delivery of the Securities at Closing. The completion of the
purchase and sale of the Securities (the "Closing") shall occur (the "Closing
Date") on June __, 2004, at the offices of Balch & Bingham, LLP (the "Company's
Counsel"). At the Closing, the Company shall deliver to the Investor one or more
stock certificates representing the number of Securities set forth in Section 3
of the Securities Purchase Agreement, each such certificate to be registered in
the name of the Investor or, if so indicated on the signature page of the
Securities Purchase Agreement, in the name of a nominee designated by the
Investor.

      The Company's obligation to issue the Securities to the Investor shall be
subject to the following conditions, any one or more of which may be waived by
the Company: (a) receipt by the Company of a certified or official bank check or
wire transfer of funds in the full amount of the purchase price for the
Securities being purchased hereunder as set forth in Section 3 of the Securities
Purchase Agreement; (b) completion of the purchases and sales under the
Agreements with the Other Investors; and (c) the accuracy of the representations
and warranties made by the Investors and the fulfillment of those undertakings
of the Investors to be fulfilled prior to the Closing.

      The Investor's obligation to purchase the Securities shall be subject to
the following conditions, any one or more of which may be waived by the
Investor: (a) Investors shall have executed Agreements for the purchase of
Securities, (b) the representations and warranties of the Company set forth
herein shall be true and correct as of the Closing Date in all material respects
(except for representations and warranties that speak as of a specific date,
which representations and warranties shall be true and correct as of such date)
and (c) the Investor shall have received such documents as such Investor shall
reasonably have requested, including, a standard opinion of the Company's
Counsel regarding compliance with applicable corporate and securities laws,
including, but not limited to, the exemption from the registration requirements
of the Securities Act of 1933, as amended (the "Securities Act"), of the sale of
the Securities.

      4.    Representations, Warranties and Covenants of the Company. The
Company hereby represents and warrants to, and covenants with, the Investor, as
follows:

            4.1   Organization. The Company is duly organized and validly
existing in good standing under the laws of the jurisdiction of its
organization. Each of the Company and its Subsidiaries (as defined in Rule 405
under the Securities Act) has full power and authority to own, operate and
occupy its properties and to conduct its business as presently conducted and as
described in the documents filed by the Company under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), since the end of its most recently
completed fiscal year through the date hereof, including, without limitation,
its most recent report on Form 10-K (the "Exchange Act Documents") and is
registered or qualified to do business and in good standing in each jurisdiction
in which the nature of the business conducted by it or the location of the
properties owned or leased by it requires such

<PAGE>

qualification and where the failure to be so qualified would reasonably be
expected to have a material adverse effect upon the condition (financial or
otherwise), earnings, business or business prospects, properties or operations
of the Company and its Subsidiaries, considered as one enterprise (a "Material
Adverse Effect"), and no proceeding has been instituted in any such
jurisdiction, revoking, limiting or curtailing, or seeking to revoke, limit or
curtail, such power and authority or qualification.

            4.2   Due Authorization and Valid Issuance. The Company has all
requisite power and authority to execute, deliver and perform its obligations
under the Agreements, and the Agreements have been duly authorized and validly
executed and delivered by the Company and constitute legal, valid and binding
agreements of the Company enforceable against the Company in accordance with
their terms, except as rights to indemnity and contribution may be limited by
state or federal securities laws or the public policy underlying such laws,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' and contracting
parties' rights generally and except as enforceability may be subject to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law). The Securities being purchased by the
Investor hereunder will, upon issuance and payment therefor pursuant to the
terms hereof, be duly authorized, validly issued, fully-paid and non-assessable.

            4.3   Non-Contravention. The execution and delivery of the
Agreements, the issuance and sale of the Securities under the Agreements, the
fulfillment of the terms of the Agreements and the consummation of the
transactions contemplated thereby will not (A) conflict with or constitute a
violation of, or default (with the passage of time or otherwise) under, (i) any
material bond, debenture, note or other evidence of indebtedness, lease,
contract, indenture, mortgage, deed of trust, loan agreement, joint venture or
other agreement or instrument to which the Company or any Subsidiary is a party
or by which it or any of its Subsidiaries or their respective properties are
bound, (ii) the charter, by-laws or other organizational documents of the
Company or any Subsidiary, or (iii) any law, administrative regulation,
ordinance or order of any court or governmental agency, arbitration panel or
authority applicable to the Company or any Subsidiary or their respective
properties, except in the case of clauses (i) and (iii) for any such conflicts,
violations or defaults which would not have a Material Adverse Effect or (B)
result in the creation or imposition of any lien, encumbrance, claim, security
interest or restriction whatsoever upon any of the material properties or assets
of the Company or any Subsidiary or an acceleration of indebtedness pursuant to
any obligation, agreement or condition contained in any material bond,
debenture, note or any other evidence of indebtedness or any material indenture,
mortgage, deed of trust or any other agreement or instrument to which the
Company or any Subsidiary is a party or by which any of them is bound or to
which any of the material property or assets of the Company or any Subsidiary is
subject. No consent, approval, authorization or other order of, or registration,
qualification or filing with, any regulatory body, administrative agency, or
other governmental body in the United States or any other person is required for
the execution and delivery of the Agreements and the valid issuance and sale of
the Securities to be sold pursuant to the Agreements, other than such as have
been made or obtained, and except for any post-closing securities filings or
notifications required to be made under federal or state securities laws.

            4.4   Capitalization. The capitalization of the Company as of April
4, 2004 is as set forth in the most recent applicable Exchange Act Documents,
increased as set forth in the next sentence. The Company has not issued any
capital stock since that date other than pursuant to employee benefit plans,
qualified stock option plans or other employee compensation plans or pursuant to
outstanding options, rights or warrants. The outstanding shares of capital stock
of the Company have been duly and validly issued and are fully paid and
nonassessable, have been issued in compliance with all federal and state
securities laws, and were not issued in violation of any preemptive rights or
similar rights to subscribe for or purchase securities. Except as set forth in
or contemplated by the Exchange Act Documents, there are no outstanding rights
(including, without limitation, preemptive rights), warrants or options to
acquire, or instruments convertible into or exchangeable for, any unissued
shares of capital stock or other equity interest in the Company or any
Subsidiary, or any contract, commitment, agreement, understanding or arrangement
of any kind to which the Company is a party or of which the Company has
knowledge and relating to the issuance or sale of any capital stock of the
Company or any Subsidiary, any such convertible or exchangeable securities or
any such rights, warrants or options. Without limiting the foregoing, no
preemptive right, co-sale right, right of first refusal, registration right, or
other similar right exists with respect to the Securities or the issuance and
sale thereof. No further approval or authorization of any stockholder, the Board
of Directors of the Company or others is required for the issuance and sale of
the Securities. The Company owns the entire equity interest in each of its
Subsidiaries, free and clear of any pledge, lien, security interest,
encumbrance, claim or equitable interest, other than as described in the
Exchange Act Documents and except as disclosed on Schedule I hereto. Except as
disclosed in the Exchange Act Documents, there are no stockholders agreements,
voting agreements or other similar agreements with respect to the Common Stock
to which the Company is a party or, to the knowledge of the Company, between or
among any of the Company's stockholders.

            4.5   Legal Proceedings. There is no material legal or governmental
proceeding pending or, to the knowledge of the Company, threatened to which the
Company or any Subsidiary is or may be a party or of which the business or
property of the Company or any Subsidiary is subject that is not disclosed in
the Exchange Act Documents.

<PAGE>

            4.6   No Violations. Neither the Company nor any Subsidiary is in
violation of its charter, bylaws, or other organizational document, or in
violation of any law, administrative regulation, ordinance or order of any court
or governmental agency, arbitration panel or authority applicable to the Company
or any Subsidiary, which violation, individually or in the aggregate, would
reasonably be expected to have a Material Adverse Effect, or is in default (and
there exists no condition which, with the passage of time or otherwise, would
constitute a default) in any material respect in the performance of any bond,
debenture, note or any other evidence of indebtedness in any indenture,
mortgage, deed of trust or any other material agreement or instrument to which
the Company or any Subsidiary is a party or by which the Company or any
Subsidiary is bound or by which the properties of the Company or any Subsidiary
are bound, which would reasonably be expected to have a Material Adverse Effect.

            4.7   Governmental Permits, Etc. Each of the Company and its
Subsidiaries has all necessary franchises, licenses, certificates and other
authorizations from any foreign, federal, state or local government or
governmental agency, department, or body that are currently necessary for the
operation of the business of the Company and its Subsidiaries as currently
conducted and as described in the Exchange Act Documents except where the
failure to currently possess would not have a Material Adverse Effect.

            4.8   Intellectual Property. Except as specifically disclosed in the
Exchange Act Documents (i) each of the Company and its Subsidiaries owns or
possesses sufficient rights to use all material patents, patent rights,
trademarks, copyrights, licenses, inventions, trade secrets, trade names and
know-how (collectively, "Intellectual Property") described or referred to in the
Exchange Act Documents as owned or possessed by it or that are necessary for the
conduct of its business as now conducted or as proposed to be conducted as
described in the Exchange Act Documents except where the failure to currently
own or possess would not have a Material Adverse Effect, (ii) neither the
Company nor any of its Subsidiaries is infringing, or has received any notice
of, or has any knowledge of, any asserted infringement by the Company or any of
its Subsidiaries of, any rights of a third party with respect to any
Intellectual Property that, individually or in the aggregate, would reasonably
be expected to have a Material Adverse Effect and (iii) neither the Company nor
any of its Subsidiaries has received any notice of, or has any knowledge of,
infringement by a third party with respect to any Intellectual Property rights
of the Company or of any Subsidiary that, individually or in the aggregate,
would reasonably be expected to have a Material Adverse Effect.

            4.9   Financial Statements. The financial statements of the Company
and the related notes contained in the Exchange Act Documents present fairly, in
accordance with generally accepted accounting principles, the financial position
of the Company and its Subsidiaries as of the dates indicated, and the results
of its operations and cash flows for the periods therein specified consistent
with the books and records of the Company and its Subsidiaries except that the
unaudited interim financial statements were or are subject to normal and
recurring year-end adjustments which are not expected to be material in amount.
Such financial statements (including the related notes) have been prepared in
accordance with generally accepted accounting principles applied on a consistent
basis throughout the periods therein specified. The other financial information
contained in the Exchange Act Documents has been prepared on a basis consistent
with the financial statements of the Company.

            4.10  No Material Adverse Change. Except as disclosed in the
Exchange Act Documents, since April 4, 2004, there has not been (i) any material
adverse change in the financial condition or earnings of the Company and its
Subsidiaries considered as one enterprise, (ii) any material adverse event
affecting the Company or its Subsidiaries, (iii) any obligation, direct or
contingent, that is material to the Company and its Subsidiaries considered as
one enterprise, incurred by the Company, except obligations incurred in the
ordinary course of business, (iv) any dividend or distribution of any kind
declared, paid or made on the capital stock of the Company or any of its
Subsidiaries, or (v) any loss or damage (whether or not insured) to the physical
property of the Company or any of its Subsidiaries which has been sustained
which would have a Material Adverse Effect.

            4.11  Disclosure. The representations and warranties of the Company
contained in this Section 4 as of the date hereof and as of the Closing Date, do
not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading. Except
with respect to the material terms and conditions of the transaction
contemplated by the Agreements, which shall be publicly disclosed by the Company
pursuant to Section 15(b) hereof, the Company confirms that neither it nor any
person acting on its behalf has provided Investor with any information that the
Company believes constitutes material, non-public information other than
information which will be disclosed on that date hereof pursuant to Section
15(b). The Company understands and confirms that Investor will rely on the
foregoing representations in effecting transactions in the securities of the
Company.

            4.12  NYSE Compliance. The Company's Common Stock is registered
pursuant to Section 12(b) of the Exchange Act and is listed on The New York
Stock Exchange (the "NYSE"), and the Company has taken no action designed to, or
likely to have the effect of, terminating the registration of the Common Stock
under the Exchange Act or de-listing the Common

<PAGE>


Stock from the NYSE, nor has the Company received any notification that the
Securities and Exchange Commission (the "SEC") or the National Association of
Securities Dealers, Inc. ("NASD") is contemplating terminating such registration
or listing.

            4.13  Reporting Status. The Company has filed in a timely manner all
documents that the Company was required to file under the Exchange Act during
the 12 months preceding the date of this Agreement. The following documents
complied in all material respects with the SEC's requirements as of their
respective filing dates, and the information contained therein as of the date
thereof did not contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein in light of the circumstances under which they were made not
misleading:

                  (a)   10-K; 10-Q's; proxy; 8-K's; other filings; and

                  (b)   all other documents, if any, filed by the Company with
                  the SEC since May 12, 2004 pursuant to the reporting
                  requirements of the Exchange Act.

            4.14  Private Placement Memorandum. The Company has prepared the
Confidential Private Placement Memorandum dated June 2004 setting forth
information concerning the Company, the Securities, the Common Stock, the
Agreements and certain other matters. Copies of the Private Placement Memorandum
have been, and copies of any necessary supplement will be, delivered by the
Company to the Investors. The Private Placement Memorandum did not as of its
date or the Closing Date, contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to make
the statements in light of the circumstances under which they were made not
misleading. As used herein, the term "Private Placement Memorandum" includes the
Confidential Private Placement Memorandum dated June 2004 and each Exchange Act
Document attached as an exhibit to such Private Placement Memorandum.

            4.15  Listing. The Company shall comply with all requirements of the
NASD with respect to the issuance of the Securities and the listing thereof on
the NYSE.

            4.16  No Manipulation of Stock. The Company has not taken and will
not, in violation of applicable law, take, any action designed to or that might
reasonably be expected to cause or result in stabilization or manipulation of
the price of the Common Stock to facilitate the sale or resale of the
Securities.

            4.17  Company not an "Investment Company". The Company has been
advised of the rules and requirements under the Investment Company Act of 1940,
as amended (the "Investment Company Act"). The Company is not, and immediately
after receipt of payment for the Securities will not be, an "investment company"
or an entity "controlled" by an "investment company" within the meaning of the
Investment Company Act and shall conduct its business in a manner so that it
will not become subject to the Investment Company Act.

            4.18  Foreign Corrupt Practices. Neither the Company, nor to the
knowledge of the Company, any agent or other person acting on behalf of the
Company, has (i) directly or indirectly, used any corrupt funds for unlawful
contributions, gifts, entertainment or other unlawful expenses related to
foreign or domestic political activity, (ii) made any unlawful payment to
foreign or domestic government officials or employees or to any foreign or
domestic political parties or campaigns from corporate funds, (iii) failed to
disclose fully any contribution made by the Company (or made by any person
acting on its behalf of which the Company is aware) which is in violation of
law, or (iv) violated in any material respect any provision of the Foreign
Corrupt Practices Act of 1977, as amended.

            4.19  Accountants. Ernst & Young LLP has expressed its opinion with
respect to the financial statements for the fiscal year ended December 31, 2003
included in the Private Placement Memorandum and to be incorporated by reference
from the Company's Annual Report on Form 10-K for the year ended December 31,
2003, into the Registration Statement (as defined below) and the prospectus
which forms a part thereof (the "Prospectus") and are independent accountants as
required by the Securities Act and the rules and regulations promulgated
thereunder and are currently serving as the Company's independent public
accountants.

            4.20  Contracts. The contracts described in the Private Placement
Memorandum and the Exchange Act Documents that are material to the Company are
in full force and effect on the date hereof, and neither the Company nor, to the
Company's knowledge, any other party to such contracts is in breach of or
default under any of such contracts which breach or default would reasonably be
expected to have a Material Adverse Effect.

<PAGE>

            4.21  Marketable Title. Except as described in the Private Placement
Memorandum, the Company and its Subsidiaries have good and marketable title to
all real properties and all other properties and assets owned by them, in each
case free from liens, encumbrances and defects that would materially affect the
value thereof or materially interfere with the use made or to be made thereof by
them; and except as disclosed in the Exchange Act Documents, the Company and its
Subsidiaries hold any leased real or personal property under valid and
enforceable leases with no exceptions that would materially interfere with the
use made or to be made thereof by them.

            4.22  No Labor Dispute. Except as disclosed in the Exchange Act
Documents, no labor dispute with the employees of the Company or any Subsidiary
exists or, to the knowledge of the Company, is imminent that would reasonably be
expected to have a Material Adverse Effect.

            4.23  Environmental Laws. Except as disclosed in the Exchange Act
Documents, neither the Company nor any of its Subsidiaries is in violation of
any statute, rule, regulation, decision or order of any governmental agency or
body or any court, domestic or foreign, relating to the use, disposal or release
of hazardous or toxic substances or relating to the protection or restoration of
the environment or human exposure to hazardous or toxic substances
(collectively, "Environmental Laws"), owns or operates any real property
contaminated with any substance that is subject to any Environmental Laws, or,
to the Company's knowledge, is subject to any claim relating to any
Environmental Laws, which violation, contamination, liability or claim would,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect; and the Company is not aware of any pending investigation which
might lead to such a claim.

            4.24  Taxes. The Company has filed all necessary federal, state and
foreign income and franchise tax returns and has paid or accrued all taxes shown
as due thereon, and the Company has no knowledge of a tax deficiency which has
been or might be asserted or threatened against it which would reasonably be
expected to have a Material Adverse Effect.

            4.25  Transfer Taxes. On the Closing Date, all stock transfer or
other taxes (other than income taxes) which are required to be paid in
connection with the sale and transfer of the Securities to be sold to the
Investor hereunder will be, or will have been, fully paid or provided for by the
Company and all laws imposing such taxes will be or will have been fully
complied with.

            4.26  Private Offering. Assuming the correctness of the
representations and warranties of the Investors set forth in Section 5 hereof,
the offer and sale of Securities hereunder is exempt from registration under the
Securities Act. The Company has not distributed and will not distribute prior to
the Closing Date any offering material in connection with this Offering and sale
of the Securities other than the documents of which this Agreement is a part or
the Exchange Act Documents. Further, none of the Company or any of its
Affiliates (as defined in Rule 501(b) of Regulation D, an "Affiliate"), has,
directly or indirectly engaged in any form of general solicitation or general
advertising in connection with the Offering (as such terms are used in
Regulation D) under the Securities Act or in any manner involving a public
offering within the meaning of Section 4(2) of the Securities Act; and the
Company has not entered into any arrangement with respect to the distribution of
the Securities, except for the Agreements and the Engagement Letter, dated June
1, 2004, as supplemented by the letter agreement dated June 11, 2004, between
the Company and the Placement Agent (collectively, the "Engagement Letter"), and
the Company hereby agrees not to enter into any such arrangement. In addition,
the Company has not in the past nor will it hereafter take any action
independent of the Placement Agent to sell, offer for sale or solicit offers to
buy any securities of the Company which would bring the offer, issuance or sale
of the Securities as contemplated by this Agreement, within the provisions of
Section 5 of the Securities Act, unless such offer, issuance or sale was or
shall be within the exemptions of Section 4 of the Securities Act.

            4.27  Statistical, Industry and Market-Related Data. The
statistical, industry and market-related data included in the Private Placement
Memorandum and the Exchange Act Documents are based on or derived from sources
that the Company believes to be reliable and accurate in all material respects.

            4.28  Disclosure Controls and Procedures; Internal Controls. The
Company's certifying officers are responsible for establishing disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) for the Company and they have (a) designed such disclosure controls
and procedures, or caused such disclosure controls and procedures to be designed
under their supervision, to ensure that material information relating to the
Company, including its Subsidiaries, is made known to the certifying officers by
others within those entities, particularly during the period in which the Form
10-K or Form 10-Q, as the case may be, is being prepared; (b) evaluated the
effectiveness of the Company's disclosure controls and procedures as of the
appropriate date as required by the rules under the Exchange Act in effect as of
the filing of such report and presented in such report their conclusions about
the effectiveness of the disclosure controls and procedures as of such
appropriate date based on their evaluation; and (c) disclosed in the report any
changes in the Company's internal controls or internal controls over financial
reporting as required by the applicable rules under the Exchange Act in effect
as of the filing of such report. Since

<PAGE>

April 4, 2004, there have been no changes in the Company's internal control over
financial reporting (as such term is defined in Rule 13a-15(f) under the
Exchange Act) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting.

            4.29  Acknowledgment Regarding Investors' Purchase of Securities.
The Company acknowledges and agrees that each of the Investors is acting solely
in the capacity of an arm's length purchaser with respect to the Agreements and
the transactions contemplated hereby and thereby. The Company further
acknowledges that no Investor is acting as a financial advisor or fiduciary of
the Company or any other Investor (or in any similar capacity) with respect to
the Agreements or the Engagement Letter and the transactions contemplated hereby
and thereby and any advice given by any Investor or any of their respective
representatives or agents in connection with the Agreements or the Engagement
Letter and the transactions contemplated hereby and thereby is merely incidental
to such Investor's purchase of the Securities. The Company further represents to
each Investor that the Company's decision to enter into this Agreement has been
based solely on the independent evaluation of the transactions contemplated
hereby by the Company and its representatives.

            4.30  No Integration. The Company has not sold or issued any
security of the same or similar class or series as the Securities or any
security convertible into the Securities during the six-month period preceding
the date of the Agreements, including any sales pursuant to Regulation D of the
Securities Act (other than shares issued pursuant to employee benefit plans,
qualified stock option plans or other employee compensation plans or pursuant to
outstanding options, rights or warrants), and has no intention of making an
offer or sale of such securities, for a period of six months after the date of
the Agreements, except for the offering of Securities through the Placement
Agent as contemplated by the Agreements, the Engagement Letter or as otherwise
disclosed in the Private Placement Memorandum. As used in this paragraph, the
terms "offer" and "sale" have the meanings specified in Section 2(a)(3) of the
Securities Act.

            4.31  Form S-3 Eligibility. The Company is eligible to register its
Common Stock for resale under Form S-3 promulgated under the Securities Act.

            4.32  Solvency. Based on the financial condition of the Company as
of the Closing Date, (i) the Company's fair saleable value of its assets exceeds
the amount that will be required to be paid on or in respect of the Company's
existing debts and other liabilities (including known contingent liabilities) as
they mature; (ii) the Company's assets do not constitute unreasonably small
capital to carry on its business for the current fiscal year as now conducted
and as proposed to be conducted including its capital needs taking into account
the particular capital requirements of the business conducted by the Company,
and project capital requirements and capital availability thereof; and (iii) the
current cash flow of the Company, together with the proceeds the Company would
receive, were it to liquidate all of its assets, after taking into account all
anticipated uses of the cash, would be sufficient to pay all amounts on or in
respect of its debt when such amounts are required to be paid. The Company does
not intend to incur debts beyond its ability to pay such debts as they mature
(taking into account the timing and amounts of cash to be payable on or in
respect of its debt).

            4.33  Insurance. The Company and each subsidiary maintains property
and casualty, general liability, workers' compensation, environmental hazard,
personal injury and other similar types of insurance with financially sound and
reputable insurers that is adequate, consistent with industry standards and the
Company's historical claims experience. The Company has not received notice
from, and has no knowledge of any threat by, any insurer (that has issued any
insurance policy to the Company) that such insurer intends to deny coverage
under or cancel, discontinue or not renew any insurance policy presently in
force.

            4.34  Independent Nature of Investors' Obligations and Rights. The
obligations of each Investor under the Agreements are several and not joint with
the obligations of any other Investor, and no Investor shall be responsible for
the performance of obligations of any other Investor under any document related
to the transaction contemplated herein. Nothing contained herein, and no action
taken by any Investor hereunder shall be deemed to constitute the Investors as a
partnership, an association, a joint venture or any other kind of entity, or
create a presumption that the Investors are in any way acting in concert or as a
group with respect to such obligations or the transactions contemplated by the
Agreement. Each Investor shall be entitled to independently protect and enforce
its rights, including without limitation the rights arising out of its Agreement
and it shall not be necessary for any other Investor to be joined as an
additional party in any proceeding for such purpose.

      5.    Representations, Warranties and Covenants of the Investor.

            5.1   The Investor represents and warrants to, and covenants with,
the Company that: (i) the Investor is an institutional "accredited investor" as
defined in Regulation D under the Securities Act and the Investor is also
knowledgeable, sophisticated and experienced in making, and is qualified to make
decisions with respect to investments in shares presenting an

<PAGE>

investment decision like that involved in the purchase of the Securities,
including investments in securities issued by the Company and investments in
comparable companies, and has requested, received, reviewed and considered all
information it deemed relevant in making an informed decision to purchase the
Securities; (ii) the Investor is acquiring the number of Securities set forth in
Section 3 of the Securities Purchase Agreement in the ordinary course of its
business and for its own account for investment only and with no present
intention of distributing any of such Securities or any arrangement or
understanding with any other persons regarding the distribution of such
Securities; (iii) the Investor will not, directly or indirectly, offer, sell,
pledge, transfer or otherwise dispose of (or solicit any offers to buy, purchase
or otherwise acquire or take a pledge of) any of the Securities except in
compliance with the Securities Act, applicable state securities laws and the
respective rules and regulations promulgated thereunder; (iv) the Investor has
answered all questions on the Investor Questionnaire for use in preparation of
the Registration Statement and the answers thereto are true, correct and
complete as of the date hereof; (v) the Investor will notify the Company
immediately of any change in any of such information until such time as the
Investor has sold all of its Securities or until the Company is no longer
required to keep the Registration Statement effective; and (vi) the Investor
has, in connection with its decision to purchase the number of Securities set
forth in Section 3 of the Securities Purchase Agreement, relied only upon the
Exchange Act Documents and the representations and warranties of the Company
contained herein. The Investor understands that its acquisition of the
Securities has not been registered under the Securities Act or registered or
qualified under any state securities law in reliance on specific exemptions
therefrom, which exemptions may depend upon, among other things, the bona fide
nature of the Investor's investment intent as expressed herein. Investor has
completed or caused to be completed and delivered to the Company the Investor
Questionnaire, which questionnaire is true, correct and complete in all material
respects.

            5.2   The Investor acknowledges, represents and agrees that no
action has been or will be taken in any jurisdiction outside the United States
by the Company that would permit an offering of the Securities, or possession or
distribution of offering materials in connection with the issuance of the
Securities, in any jurisdiction outside the United States where legal action by
the Company for that purpose is required. Each Investor outside the United
States will comply with all applicable laws and regulations in each foreign
jurisdiction in which it purchases, offers, sells or delivers Securities or has
in its possession or distributes any offering material, in all cases at its own
expense.

            5.3   The Investor hereby covenants with the Company not to make any
sale of the Securities without complying with the provisions of this Agreement
and without causing the prospectus delivery requirement under the Securities Act
to be satisfied, and the Investor acknowledges that the certificates evidencing
the Securities will be imprinted with a legend that prohibits their transfer
except in accordance therewith. The Investor acknowledges that there may
occasionally be times when the Company determines that it must suspend the use
of the Prospectus forming a part of the Registration Statement, as set forth in
Section 7.2(c).

            5.4   The Investor further represents and warrants to, and covenants
with, the Company that (i) the Investor has full right, power, authority and
capacity to enter into this Agreement and to consummate the transactions
contemplated hereby and has taken all necessary action to authorize the
execution, delivery and performance of this Agreement, and (ii) this Agreement
constitutes a valid and binding obligation of the Investor enforceable against
the Investor in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' and contracting parties' rights generally and
except as enforceability may be subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law) and except as the indemnification agreements of the Investors
herein may be legally unenforceable.

            5.5   Investor will not use any of the restricted Securities
acquired pursuant to this Agreement to cover any short position in the Common
Stock of the Company if doing so would be in violation of applicable securities
laws.

            5.6   The Investor understands that nothing in the Exchange Act
Documents, this Agreement or any other materials presented to the Investor in
connection with the purchase and sale of the Securities constitutes legal, tax
or investment advice. The Investor has consulted such legal, tax and investment
advisors as it, in its sole discretion, has deemed necessary or appropriate in
connection with its purchase of Securities.

            5.7   The Investor shall deliver, or cause to be delivered, a
certified bank check or wire transfer of funds in the full amount of the
purchase price for the Securities being purchased hereunder as soon as
reasonably practicable following the date of the Investor's execution of this
Agreement, but in any event the Investor shall deliver such funds within three
business days of the Investor's execution of this Agreement.

            5.8   If the undersigned is executing the Agreement as a fiduciary
or agent on behalf of one or more investor accounts, the undersigned represents
that it has shared investment discretion with respect to each of those accounts

<PAGE>

detailed on the attached Schedule A and full power to make the above
acknowledgements, representations and agreements on behalf of each such account.

      6.    Survival of Representations, Warranties and Agreements.
Notwithstanding any investigation made by any party to this Agreement, all
covenants, agreements, representations and warranties made by the Company and
the Investor herein shall survive the execution of this Agreement, the delivery
to the Investor of the Securities being purchased and the payment therefor.

      7.    Registration of the Securities; Compliance with the Securities Act.

            7.1   Registration Procedures and Other Matters. The Company shall:

                  (a)   subject to receipt of necessary information from the
Investors after prompt request from the Company to the Investors to provide such
information, prepare and file with the SEC, within 15 business days after the
Closing Date, a registration statement on Form S-3 (the "Registration
Statement") to enable the resale of the Securities by the Investors from time to
time through the NYSE or in privately-negotiated transactions pursuant to Rule
415 of the Securities Act;

                  (b)   use its best efforts, subject to receipt of necessary
information from the Investors after prompt request from the Company to the
Investors to provide such information, to cause the Registration Statement to
become effective within 30 days after the Registration Statement is filed by the
Company (unless the Registration Statement is reviewed by the SEC, in which case
the Company will be obligated to cause the Registration Statement to be declared
effective by the earlier of (i) 90 days after the date that the SEC notifies the
Company that the Registration Statement is being reviewed or (ii) 120 days after
the initial filing of the Registration Statement with the SEC);

                  (c)   use its best efforts to prepare and file with the SEC
such amendments and supplements to the Registration Statement and the Prospectus
used in connection therewith as may be necessary to keep the Registration
Statement current, effective and free from any material misstatement or omission
to state a material fact for a period not exceeding, with respect to each
Investor's Securities purchased hereunder, the earlier of (i) the second
anniversary of the Closing Date, (ii) the date on which the Investor may sell
all Securities then held by the Investor without restriction by the volume
limitations of Rule 144(e) of the Securities Act, or (iii) such time as all
Securities purchased by such Investor in this Offering have been sold pursuant
to the Registration Statement;

                  (d)   furnish to the Investor with respect to the Securities
registered under the Registration Statement such number of copies of the
Registration Statement and the Prospectus in conformity with the requirements of
the Securities Act and such other documents as the Investor may reasonably
request, in order to facilitate the public sale or other disposition of all or
any of the Securities by the Investor; provided, however, that the obligation of
the Company to deliver copies of Prospectuses to the Investor shall be subject
to the receipt by the Company of reasonable assurances from the Investor that
the Investor will comply with the applicable provisions of the Securities Act
and of such other securities or blue sky laws as may be applicable in connection
with any use of such Prospectuses;

                  (e)   file documents required of the Company for normal blue
sky clearance in states specified in writing by the Investor and use its best
efforts to maintain such blue sky qualifications during the period the Company
is required to maintain the effectiveness of the Registration Statement pursuant
to Section 7.1(c); provided, however, that the Company shall not be required to
qualify to do business or consent to service of process in any jurisdiction in
which it is not now so qualified or has not so consented;

                  (f)   bear all expenses in connection with the procedures in
paragraph (a) through (e) of this Section 7.1 and the registration of the
Securities pursuant to the Registration Statement; and

                  (g)   advise the Investor, promptly after it shall receive
notice or obtain knowledge of the issuance of any stop order by the SEC delaying
or suspending the effectiveness of the Registration Statement or of the
initiation or threat of any proceeding for that purpose; and it will promptly
use its best efforts to prevent the issuance of any stop order or to obtain its
withdrawal at the earliest possible moment if such stop order should be issued.

      Notwithstanding anything to the contrary herein, the Registration
Statement shall cover only the Securities. In no event at any time before the
Registration Statement becomes effective with respect to the Securities shall
the Company publicly announce or file any other registration statement, other
than registrations on Form S-8, without the prior written consent of a majority
in interest of the Investors.

<PAGE>

      The Company understands that the Investor disclaims being an underwriter,
but the Investor being deemed an underwriter by the SEC shall not relieve the
Company of any obligations it has hereunder; provided, however that if the
Company receives notification from the SEC that the Investor is deemed an
underwriter, then the period by which the Company is obligated to submit an
acceleration request to the SEC shall be extended to the earlier of (i) the 90th
day after such SEC notification, or (ii) 120 days after the initial filing of
the Registration Statement with the SEC.

            7.2   Transfer of Securities After Registration; Suspension.

                  (a)   The Investor agrees that it will not effect any
disposition of the Securities or its right to purchase the Securities that would
constitute a sale within the meaning of the Securities Act except as
contemplated in the Registration Statement referred to in Section 7.1 and as
described below or as otherwise permitted by law, and that it will promptly
notify the Company of any changes in the information set forth in the
Registration Statement regarding the Investor or its plan of distribution.

                  (b)   Except in the event that paragraph (c) below applies,
the Company shall (i) if deemed necessary by the Company, prepare and file from
time to time with the SEC a post-effective amendment to the Registration
Statement or a supplement to the related Prospectus or a supplement or amendment
to any document incorporated therein by reference or file any other required
document so that such Registration Statement will not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading, and
so that, as thereafter delivered to purchasers of the Securities being sold
thereunder, such Prospectus will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which they
were made, not misleading; (ii) provide the Investor copies of any documents
filed pursuant to Section 7.2(b)(i); and (iii) inform each Investor that the
Company has complied with its obligations in Section 7.2(b)(i) (or that, if the
Company has filed a post-effective amendment to the Registration Statement which
has not yet been declared effective, the Company will notify the Investor to
that effect, will use its best efforts to secure the effectiveness of such
post-effective amendment as promptly as possible and will promptly notify the
Investor pursuant to Section 7.2(b)(i) hereof when the amendment has become
effective).

                  (c)   Subject to paragraph (d) below, in the event (i) of any
request by the SEC or any other federal or state governmental authority during
the period of effectiveness of the Registration Statement for amendments or
supplements to a Registration Statement or related Prospectus or for additional
information; (ii) of the issuance by the SEC or any other federal or state
governmental authority of any stop order suspending the effectiveness of a
Registration Statement or the initiation of any proceedings for that purpose;
(iii) of the receipt by the Company of any notification with respect to the
suspension of the qualification or exemption from qualification of any of the
Securities for sale in any jurisdiction or the initiation or threatening of any
proceeding for such purpose; or (iv) of any event or circumstance which, upon
the advice of its counsel, necessitates the making of any changes in the
Registration Statement or Prospectus, or any document incorporated or deemed to
be incorporated therein by reference, so that, in the case of the Registration
Statement, it will not contain any untrue statement of a material fact or any
omission to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, and that in the case of the
Prospectus, it will not contain any untrue statement of a material fact or any
omission to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading; then the Company shall deliver a certificate in
writing to the Investor (the "Suspension Notice") to the effect of the foregoing
and, upon receipt of such Suspension Notice, the Investor will refrain from
selling any Securities pursuant to the Registration Statement (a "Suspension")
until the Investor's receipt of copies of a supplemented or amended Prospectus
prepared and filed by the Company, or until it is advised in writing by the
Company that the current Prospectus may be used, and has received copies of any
additional or supplemental filings that are incorporated or deemed incorporated
by reference in any such Prospectus. In the event of any Suspension, the Company
will use its best efforts to cause the use of the Prospectus so suspended to be
resumed as soon as reasonably practicable within 20 business days after the
delivery of a Suspension Notice to the Investor. In addition to and without
limiting any other remedies (including, without limitation, at law or at equity)
available to the Investor, the Investor shall be entitled to specific
performance in the event that the Company fails to comply with the provisions of
this Section 7.2(c).

                  (d)   Notwithstanding the foregoing paragraphs of this Section
7.2, the Investor shall not be prohibited from selling Securities under the
Registration Statement as a result of Suspensions for more than 45 Trading Days
in any twelve month period, unless, in the good faith judgment of the Company's
Board of Directors, upon the written opinion of counsel, the sale of Securities
under the Registration Statement in reliance on this paragraph 7.2(d) would be
reasonably likely to cause a violation of the Securities Act or the Exchange Act
and result in liability to the Company. Notwithstanding the foregoing, the
parties acknowledge that any Suspensions that extend beyond 45 Trading Days in
any 12-month period will be subject to the Liquidated Damages provisions set
forth in Section 7.6.

<PAGE>

                  (e)   Provided that a Suspension is not then in effect, the
Investor may sell Securities under the Registration Statement, provided that it
arranges for delivery of a current Prospectus to the transferee of such
Securities. Upon receipt of a request therefor, the Company has agreed to
provide an adequate number of current Prospectuses to the Investor and to supply
copies to any other parties requiring such Prospectuses.

                  (f)   In the event of a sale of Securities by the Investor
pursuant to the Registration Statement, the Investor must also deliver to the
Company's transfer agent, with a copy to the Company, a Certificate of
Subsequent Sale substantially in the form attached hereto as Exhibit A, so that
the Securities may be properly transferred.

            7.3   Indemnification. For the purpose of this Section 7.3:

            (i)   the term "Selling Stockholder" shall include the Investor and
any affiliate of such Investor;

            (ii)  the term "Private Placement Memorandum" shall include the
Private Placement Memorandum dated as of June 2004, any supplements thereto and
any Exchange Act Documents included as an exhibit to such Private Placement
Memorandum;

            (ii)  the term "Registration Statement" shall include the Prospectus
in the form first filed with the SEC pursuant to Rule 424(b) of the Securities
Act or filed as part of the Registration Statement at the time of effectiveness
if no Rule 424(b) filing is required, each exhibit, supplement or amendment
included in or relating to the Registration Statement referred to in Section 7.1
and each of the Exchange Act Documents incorporated by reference into the
Registration Statement; and

            (iii) the term "untrue statement" shall include any untrue statement
or alleged untrue statement, or any omission or alleged omission to state in the
Registration Statement a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.

                  (a)   The Company agrees to indemnify and hold harmless each
Selling Stockholder from and against any losses, claims, damages or liabilities
to which such Selling Stockholder may become subject (under the Securities Act
or otherwise) insofar as such losses, claims, damages or liabilities (or actions
or proceedings in respect thereof) arise out of, or are based upon (i) any
material breach of the representations or warranties of the Company contained
herein or material failure to comply with the covenants and agreements of the
Company contained herein, (ii) any untrue statement of a material fact contained
in the Private Placement Memorandum, or any omission of a material fact required
to be stated therein or necessary to make the statements therein not misleading,
(iii) any untrue statement of a material fact contained in the Registration
Statement, as amended at the time of effectiveness, or any omission of a
material fact required to be stated therein or necessary to make the statements
therein not misleading, or (iv) any material failure by the Company to fulfill
any undertaking included in the Registration Statement, as amended at the time
of effectiveness, and the Company will reimburse such Selling Stockholder for
any reasonable legal or other expenses reasonably incurred in investigating,
defending or preparing to defend any such action, proceeding or claim, or
preparing to defend any such action, proceeding or claim, provided, however,
that the Company shall not be liable in any such case to the extent that such
loss, claim, damage or liability arises out of, or is based upon, an untrue
statement made in such Registration Statement or any omission of a material fact
required to be stated therein or necessary to make the statements therein not
misleading in reliance upon and in conformity with written information furnished
to the Company by or on behalf of such Selling Stockholder specifically for use
in preparation of the Registration Statement or the failure of such Selling
Stockholder to comply with its covenants and agreements contained in Section 7.2
hereof respecting sale of the Securities or any statement or omission in any
Prospectus that is corrected in any subsequent Prospectus that was delivered to
the Selling Stockholder prior to the pertinent sale or sales by the Selling
Stockholder. The Company shall reimburse each Selling Stockholder for the
amounts provided for herein on demand as such expenses are incurred.

                  (b)   The Investor agrees to indemnify and hold harmless the
Company (and each person, if any, who controls the Company within the meaning of
Section 15 of the Securities Act, each officer of the Company who signs the
Registration Statement and each director of the Company) from and against any
losses, claims, damages or liabilities to which the Company (or any such
officer, director or controlling person) may become subject (under the
Securities Act or otherwise), insofar as such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) arise out of, or are
based upon, (i) any failure to comply with the covenants and agreements
contained in Section 7.2 hereof respecting sale of the Securities, or (ii) any
untrue statement of a material fact contained in the Registration Statement or
any omission of a material fact required to be stated therein or necessary to
make the statements therein not misleading if such untrue statement or omission
was made in reliance upon and in conformity with written information furnished
by or on behalf of the Investor specifically for use in preparation of the
Registration Statement, and the Investor will reimburse the Company (or such
officer, director or controlling person), as the case

<PAGE>

may be, for any legal or other expenses reasonably incurred in investigating,
defending or preparing to defend any such action, proceeding or claim; provided
that the Investor's obligation to indemnify the Company shall be limited to the
net amount received by the Investor from the sale of the Securities.

                  (c)   Promptly after receipt by any indemnified person of a
notice of a claim or the beginning of any action in respect of which indemnity
is to be sought against an indemnifying person pursuant to this Section 7.3,
such indemnified person shall notify the indemnifying person in writing of such
claim or of the commencement of such action, but the omission to so notify the
indemnifying person will not relieve it from any liability which it may have to
any indemnified person under this Section 7.3 (except to the extent that such
omission materially and adversely affects the indemnifying person's ability to
defend such action) or from any liability otherwise than under this Section 7.3.
Subject to the provisions hereinafter stated, in case any such action shall be
brought against an indemnified person, the indemnifying person shall be entitled
to participate therein, and, to the extent that it shall elect by written notice
delivered to the indemnified person promptly after receiving the aforesaid
notice from such indemnified person, shall be entitled to assume the defense
thereof, with counsel reasonably satisfactory to such indemnified person. After
notice from the indemnifying person to such indemnified person of its election
to assume the defense thereof, such indemnifying person shall not be liable to
such indemnified person for any legal expenses subsequently incurred by such
indemnified person in connection with the defense thereof, provided, however,
that if there exists or shall exist a conflict of interest that would make it
inappropriate, in the opinion of counsel to the indemnified person, for the same
counsel to represent both the indemnified person and such indemnifying person or
any affiliate or associate thereof, the indemnified person shall be entitled to
retain its own counsel at the expense of such indemnifying person; provided,
however, that no indemnifying person shall be responsible for the fees and
expenses of more than one separate counsel (together with appropriate local
counsel) for all indemnified parties. In no event shall any indemnifying person
be liable in respect of any amounts paid in settlement of any action unless the
indemnifying person shall have approved the terms of such settlement; provided
that such consent shall not be unreasonably withheld. No indemnifying person
shall, without the prior written consent of the indemnified person, effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified person is or could have been a party and indemnification could have
been sought hereunder by such indemnified person, unless such settlement
includes an unconditional release of such indemnified person from all liability
on claims that are the subject matter of such proceeding.

                  (d)   If the indemnification provided for in this Section 7.3
is unavailable to or insufficient to hold harmless an indemnified person under
subsection (a) or (b) above in respect of any losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) referred to therein,
then each indemnifying person shall contribute to the amount paid or payable by
such indemnified person as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is appropriate
to reflect the relative fault of the Company on the one hand and the Investor,
as well as any other Selling Shareholders under such registration statement on
the other in connection with the statements or omissions or other matters which
resulted in such losses, claims, damages or liabilities (or actions in respect
thereof), as well as any other relevant equitable considerations. The relative
fault shall be determined by reference to, among other things, in the case of an
untrue statement, whether the untrue statement relates to information supplied
by the Company on the one hand or an Investor or other Selling Shareholder on
the other and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such untrue statement. The Company and the
Investor agree that it would not be just and equitable if contribution pursuant
to this subsection (d) were determined by pro rata allocation (even if the
Investor and other Selling Shareholders were treated as one entity for such
purpose) or by any other method of allocation which does not take into account
the equitable considerations referred to above in this subsection (d). The
amount paid or payable by an indemnified person as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to above
in this subsection (d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified person in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
subsection (d), the Investor shall not be required to contribute any amount in
excess of the amount by which the net amount received by the Investor from the
sale of the Securities to which such loss relates exceeds the amount of any
damages which such Investor has otherwise been required to pay by reason of such
untrue statement. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. The Investor's obligations in this subsection to contribute
shall be in proportion to its Investor sale of Securities to which such loss
relates and shall not be joint with any other Selling Shareholders.

                  (e)   The parties to this Agreement hereby acknowledge that
they are sophisticated business persons who were represented by counsel during
the negotiations regarding the provisions hereof including, without limitation,
the provisions of this Section 7.3, and are fully informed regarding said
provisions. They further acknowledge that the provisions of this Section 7.3
fairly allocate the risks in light of the ability of the parties to investigate
the Company and its business in order to assure that adequate disclosure is made
in the Registration Statement as required by the Act and the Exchange Act. The
parties are advised that federal or state public policy as interpreted by the
courts in certain jurisdictions may be contrary to certain of the

<PAGE>

provisions of this Section 7.3, and the parties hereto hereby expressly waive
and relinquish any right or ability to assert such public policy as a defense to
a claim under this Section 7.3 and further agree not to attempt to assert any
such defense.

            7.4   Termination of Conditions and Obligations. The conditions
precedent imposed by Section 5 or this Section 7 upon the transferability of the
Securities shall cease and terminate as to any particular number of the
Securities when such Securities shall have been effectively registered under the
Securities Act and sold or otherwise disposed of in accordance with the intended
method of disposition set forth in the Registration Statement covering such
Securities or at such time as an opinion of counsel reasonably satisfactory to
the Company shall have been rendered to the effect that such conditions are not
necessary in order to comply with the Securities Act.

            7.5   Information Available. So long as the Registration Statement
is effective covering the resale of Securities owned by the Investor, the
Company will furnish to the Investor:

                  (a)   as soon as practicable after it is available, one copy
of its Annual Report to Stockholders (which Annual Report shall contain
financial statements audited in accordance with generally accepted accounting
principles by a national firm of certified public accountants);

                  (b)   upon the request of the Investor, all exhibits excluded
by the parenthetical to subparagraph (a) of this Section 7.5 as filed with the
SEC and all other information that is made available to shareholders; and

                  (c)   upon the reasonable request of the Investor, an adequate
number of copies of the Prospectuses to supply to any other party requiring such
Prospectuses; and upon the reasonable request of the Investor, the President or
the Chief Financial Officer of the Company (or an appropriate designee thereof)
will meet with the Investor or a representative thereof at the Company's
headquarters to discuss all information relevant for disclosure in the
Registration Statement covering the Securities and will otherwise cooperate with
any Investor conducting an investigation for the purpose of reducing or
eliminating such Investor's exposure to liability under the Securities Act,
including the reasonable production of information at the Company's
headquarters; provided, that the Company shall not be required to disclose any
confidential information to or meet at its headquarters with any Investor until
and unless the Investor shall have entered into a confidentiality agreement in
form and substance reasonably satisfactory to the Company with the Company with
respect thereto.

            7.6   Delayed Effectiveness. The Company and Investor agree that
Investor will suffer damages if the Company fails to fulfill its obligations
pursuant to Section 7.1 and 7.2 hereof and that it would not be possible to
ascertain the extent of such damages with precision. Accordingly, the Company
hereby agrees to pay liquidated damages ("Liquidated Damages") to Investor under
the following circumstances: (a) if the Registration Statement is not filed by
the Company on or prior to 15 business days after the Closing Date in accordance
with Section 7.1(a) (such an event, a "Filing Default"); (b) if the Registration
Statement is not declared effective by the earlier of (i) 90 days after the SEC
notifies the Company that the Registration Statement is being reviewed (if
applicable) or (ii) 120 days after the initial filing of the Registration
Statement with the SEC (such an event, an "Effectiveness Default"); or (c) if
the Registration Statement (after its effectiveness date) ceases to be effective
and available to Investor for one or more periods that exceed in the aggregate
45 Trading Days in any 12-month period (such an event, a "Suspension Default"
and together with a Filing Default and an Effectiveness Default, a "Registration
Default"). In the event of a Registration Default, the Company shall as
Liquidated Damages pay to Investor, for each 30-day period of a Registration
Default, an amount in cash equal to 1.0% of the aggregate purchase price paid by
Investor pursuant to this Agreement. The Company shall pay the Liquidated
Damages as follows: (i) in connection with a Filing Default, on the 5th day
after the date of the Filing Default, and each 30th day thereafter until the
Registration Statement is filed with the SEC; (ii) in connection with an
Effectiveness Default, on the 5th day after the date of the Effectiveness
Default, and each 30th day thereafter until the Registration Statement is
declared effective by the SEC; or (iii) in connection with a Suspension Default,
on the 50th day (in the aggregate) of any Suspensions in any 12-month period,
and each 30th day thereafter until the Suspension is terminated in accordance
with Section 7.2. Notwithstanding the foregoing, all periods shall be tolled
during delays directly caused by the action or inaction of any Investor, and the
Company shall have no liability to any Investor in respect of any such delay.
The Liquidated Damages payable herein shall apply on a pro rata basis for any
portion of a 30-day period of a Registration Default.

            8.    Notices. All notices, requests, consents and other
communications hereunder shall be in writing, shall be mailed (A) if within the
United States by first-class registered or certified airmail, or nationally
recognized overnight express courier, postage prepaid, or by facsimile, or (B)
if delivered from outside the United States, by International Federal Express or
facsimile, and shall be deemed given (i) if delivered by first-class registered
or certified mail, three business days after so mailed, (ii) if delivered by
nationally recognized overnight carrier, one business day after so mailed, (iii)
if delivered by International Federal Express, two business days after so
mailed, (iv) if delivered by facsimile, upon electronic confirmation of receipt
and shall be delivered as addressed as follows:

<PAGE>

            (a)   if to the Company, to:

                       Wolverine Tube, Inc.
                       200 Clinton Avenue West, 10th Floor
                       Huntsville, Alabama 35801
                       Attn:  James E. Deason, Chief Financial Officer

            (b)   with a copy to:

                       Balch & Bingham, LLP
                       1901 Sixth Avenue North
                       Suite 4600
                       P.O. Box 306 (35201)
                       Birmingham, Alabama 35203
                       Attn: Michael D. Waters, Esq.

            (c)   if to the Investor, at its address on the signature page
                  hereto, or at such other address or addresses as may have been
                  furnished to the Company in writing.

      9.    Changes. This Agreement may not be modified or amended except
pursuant to an instrument in writing signed by the Company and the Investor.

      10.   Headings. The headings of the various sections of this Agreement
have been inserted for convenience of reference only and shall not be deemed to
be part of this Agreement.

      11.   Severability. In case any provision contained in this Agreement
should be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall
not in any way be affected or impaired thereby.

      12.   Governing Law. This Agreement shall be governed by, and construed in
accordance with, the internal laws of the State of New York.

      13.   Counterparts. 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 but one instrument, and shall become effective
when one or more counterparts have been signed by each party hereto and
delivered to the other parties.

      14.   Rule 144. The Company covenants that it will timely file the reports
required to be filed by it under the Securities Act and the Exchange Act and the
rules and regulations adopted by the SEC thereunder (or, if the Company is not
required to file such reports, it will, upon the request of any Investor holding
Securities purchased hereunder made after the first anniversary of the Closing
Date, make publicly available such information as necessary to permit sales
pursuant to Rule 144 under the Securities Act), and it will take such further
action as any such Investor may reasonably request, all to the extent required
from time to time to enable such Investor to sell Securities purchased hereunder
without registration under the Securities Act within the limitation of the
exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may
be amended from time to time, or (b) any similar rule or regulation hereafter
adopted by the SEC. Upon the request of the Investor, the Company will deliver
to such holder a written statement as to whether it has complied with such
information and requirements.

      15.   Confidential Information. (a) The Investor represents to the Company
that, at all times during the Company's offering of the Securities, the Investor
has maintained in confidence all non-public information regarding the Company
and relating specifically to the financing transaction that is the subject of
this agreement, received by the Investor from the Company or its agents, and
covenants that it will continue to maintain in confidence such information until
such information (a) becomes generally publicly available other than through a
violation of this provision by the Investor or its agents or (b) is required to
be disclosed in legal proceedings (such as by deposition, interrogatory, request
for documents, subpoena, civil investigation demand, filing with any
governmental authority or similar process), provided, however, that before
making any use or disclosure in reliance on this subparagraph (b) the Investor
shall give the Company at least fifteen (15) days prior written notice (or such
shorter period as required by law) specifying the circumstances giving rise
thereto and will furnish only that portion of the non-public information which
is legally required and will exercise its best efforts to obtain reliable
assurance that confidential treatment will be accorded any non-public
information so furnished.

<PAGE>

                  (b)   Public Statements. The Company shall, on or before the
later of (i) 8:30 a.m., New York time, on the first Business Day following
execution of the Agreements or (ii) one hour following the receipt of the
purchase price for all Securities being sold pursuant to the Agreements, issue a
press release disclosing all material terms of the Offering. Within one (1)
Business Day after the Closing Date, the Company shall file a Current Report on
Form 8-K with the SEC (the "8-K Filing") describing the terms of the Offering
and including as exhibits to the 8-K filing this Agreement in the form required
by the Exchange Act as well as any additional material non-public information
disclosed to Investors in the Private Placement Memorandum or otherwise.
Thereafter, the Company shall timely file any filings and notices required by
the SEC or applicable law with respect to the Offering and provide copies
thereof to the Investors promptly after filing. The Company shall not publicly
disclose the name of any Investor, or include the name of any Investor in any
press release without the prior written consent of such Investor.

<PAGE>

                                   SCHEDULE I

                                  TO ANNEX I TO

                          SECURITIES PURCHASE AGREEMENT

      As part of its Credit Agreement dated March 27, 2002 with Wachovia Bank,
N.A. as Credit Agent, the Company also has executed a Pledge Agreement dated
March 27, 2002 which pledges the stock of certain of its direct or indirect
subsidiaries.

      The Pledge Agreement was amended by the First Amendment to Pledge
Agreement dated as of August 30, 2002 filed as Exhibit 10.2 to Wolverine Tube,
Inc's Quarterly Report on Form 10-Q for the period ended September 29, 2002. The
Pledge Agreement will be filed as an exhibit to the 8-K Filing (as defined in
Section 15(b) of Annex I to the Securities Purchase Agreement).

<PAGE>

                              WOLVERINE TUBE, INC.

                             INVESTOR QUESTIONNAIRE

                (ALL INFORMATION WILL BE TREATED CONFIDENTIALLY)

To:   Wolverine Tube, Inc.
      200 Clinton Avenue West, 10th Floor
      Huntsville, Alabama 35801

      This Investor Questionnaire ("Questionnaire") must be completed by each
potential investor in connection with the offer and sale of the shares of the
common stock, par value $0.01 per share, of Wolverine Tube, Inc. (the
"Securities"). The Securities are being offered and sold by Wolverine Tube, Inc.
(the "Company") without registration under the Securities Act of 1933, as
amended (the "Act"), and the securities laws of certain states, in reliance on
the exemptions contained in Section 4(2) of the Act and on Regulation D
promulgated thereunder and in reliance on similar exemptions under applicable
state laws. The Company must determine that a potential investor meets certain
suitability requirements before offering or selling Securities to such investor.
The purpose of this Questionnaire is to assure the Company that each investor
will meet the applicable suitability requirements. The information supplied by
you will be used in determining whether you meet such criteria, and reliance
upon the private offering exemption from registration is based in part on the
information herein supplied.

      This Questionnaire does not constitute an offer to sell or a solicitation
of an offer to buy any security. Your answers will be kept strictly
confidential. However, by signing this Questionnaire you will be authorizing the
Company to provide a completed copy of this Questionnaire to such parties as the
Company deems appropriate in order to ensure that the offer and sale of the
Securities will not result in a violation of the Act or the securities laws of
any state and that you otherwise satisfy the suitability standards applicable to
purchasers of the Securities. All potential investors must answer all applicable
questions and complete, date and sign this Questionnaire. Please print or type
your responses and attach additional sheets of paper if necessary to complete
your answers to any item.

A.    BACKGROUND INFORMATION

Name: __________________________________________________________________________

Business Address: ______________________________________________________________

                               (Number and Street)

________________________________________________________________________________
(City)                               (State)                     (Zip Code)

Telephone Number: (___) ________________________________________________________

Type of entity: ________________________________________________________________

      State of formation: _____________       Date of formation: _______________

Taxpayer Identification No. ____________________________________________________

Current ownership of securities of the Corporation: __________ shares of common
stock, par value $0.01 per share (the "Common Stock")

<PAGE>

B.    STATUS AS ACCREDITED INVESTOR

      The undersigned is an institutional "accredited investor" as such term is
defined in Regulation D under the Act, as at the time of the sale of the
Securities the undersigned falls within one or more of the following categories
(Please initial one or more, as applicable):

      ____ (1) a bank as defined in Section 3(a)(2) of the Act, or a savings and
loan association or other institution as defined in Section 3(a)(5)(A) of the
Act whether acting in its individual or fiduciary capacity; a broker or dealer
registered pursuant to Section 15 of the Securities Exchange Act of 1934; an
insurance company as defined in Section 2(13) of the Act; an investment company
registered under the Investment Corporation Act of 1940 or a business
development company as defined in Section 2(a)(48) of that Act; a Small Business
Investment Corporation licensed by the U.S. Small Business Administration under
Section 301(c) or (d) of the Small Business Investment Act of 1958; a plan
established and maintained by a state, its political subdivisions, or any agency
or instrumentality of a state or its political subdivisions for the benefit of
its employees, if such plan has total assets in excess of $5,000,000; an
employee benefit plan within the meaning of the Employee Retirement Income
Security Act of 1974 if the investment decision is made by a plan fiduciary, as
defined in Section 3(21) of such Act, which is either a bank, savings and loan
association, insurance company, or registered investment adviser, or if the
employee benefit plan has total assets in excess of $5,000,000 or, if a
self-directed plan, with the investment decisions made solely by persons that
are accredited investors;

      ____ (2) a private business development company as defined in Section
202(a)(22) of the Investment Adviser Act of 1940;

      ____ (3) an organization described in Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended, corporation, Massachusetts or similar business
trust, or partnership, not formed for the specific purpose of acquiring the
Securities offered, with total assets in excess of $5,000,000;

      ____ (4) a trust, with total assets in excess of $5,000,000, not formed
for the specific purpose of acquiring the Securities offered, whose purchase is
directed by a sophisticated person as described in Rule 506(b)(2)(ii) of
Regulation D; and

      ____ (5) an entity in which all of the equity owners are accredited
investors (as defined above).

C.    REPRESENTATIONS

      The undersigned hereby represents and warrants to the Company as follows:

1.    Any purchase of the Securities would be solely for the account of the
      undersigned and not for the account of any other person or with a view to
      any resale, fractionalization, division, or distribution thereof.

2.    The information contained herein is complete and accurate and may be
      relied upon by the Company, and the undersigned will notify the Company
      immediately of any material change in any of such information occurring
      prior to the closing, if any, with respect to the purchase of Securities
      by the undersigned or any co-purchaser.

3.    There are no suits, pending litigation, or claims against the undersigned
      that could materially affect the net worth of the undersigned as reported
      in this Questionnaire.

4.    The undersigned acknowledges that there may occasionally be times when the
      Company determines that it must suspend the use of the Prospectus forming
      a part of the Registration Statement (as such terms are defined in the
      Securities Purchase Agreement to which this Questionnaire is attached), as
      set forth in Section 7.2(c) of the Securities Purchase Agreement. The
      undersigned is aware that, in such event, the Securities will not be
      subject to ready liquidation, and that any Securities purchased by the
      undersigned would have to be held during such suspension. The overall
      commitment of the undersigned to investments which are not readily
      marketable is not excessive in view of the undersigned's net worth and
      financial circumstances, and any purchase of the Securities will not cause
      such commitment to become excessive. The undersigned is able to bear the
      economic risk of an investment in the Securities.

<PAGE>

5.    The undersigned has carefully considered the potential risks relating to
      the Company and a purchase of the Securities, and fully understands that
      the Securities are speculative investments which involve a high degree of
      risk of loss of the undersigned's entire investment. Among others, the
      undersigned has carefully considered each of the risks identified in the
      Exchange Act Documents.

6.    The undersigned has received and carefully reviewed the Company's
      Confidential Private Placement Memorandum dated June 2004 (the "Private
      Placement Memorandum"), including the Exchange Act Documents attached
      thereto, understanding that each such document supersedes all prior
      versions thereof and any inconsistent portions of previously distributed
      materials relating to the Company, including, without limitation,
      executive and other summaries and marketing materials regarding the
      Company and the Securities that are not part of the Private Placement
      Memorandum, and has consulted its own advisors, who are not affiliated
      with the Company or the Placement Agent, with respect to the undersigned's
      proposed investment in the Company. The undersigned has not relied on any
      other information provided to it by the Company or the Placement Agent or
      any of their respective affiliates (or any of its or their respective
      agents or representatives). Based on such review, the undersigned has
      determined that the Securities being purchased herein are a suitable
      investment for the undersigned. The undersigned recognizes that an
      investment in the Company involves certain risks and it has taken full
      cognizance of and understands all of the risk factors relating to the
      purchase of Securities. The undersigned has such knowledge and experience
      in financial and business matters that it is capable of evaluating the
      merits and risks of an investment in the Company and making an informed
      investment decision with respect thereto. The undersigned is able to bear
      the substantial economic risks related to an investment in the Company for
      an indefinite period of time, has no need for liquidity in such
      investment, and, at the present time, can afford a complete loss of such
      investment. With respect to tax and other economic considerations involved
      in this subscription, the undersigned is not relying on the Company or
      Placement Agent or their respective affiliates (or any of its or their
      agents or representatives).

7.    The undersigned has had the opportunity to ask questions and receive
      answers concerning the Company and the terms and conditions of the
      offering of Securities, as well as the opportunity to obtain any
      additional information necessary to verify the accuracy of information
      furnished in connection with such offering which the Company or the
      Placement Agent possesses or can acquire without unreasonable effort or
      expense.

8.    No oral or written representations have been made to the undersigned other
      than those set forth in the Private Placement Memorandum, and no oral or
      written information furnished to the undersigned or the undersigned's
      adviser(s) in connection with this Offering was in any way inconsistent
      with the information stated in the Private Placement Memorandum.

9.    The undersigned is not subscribing for Securities as a result of or
      subsequent to any advertisement, article, notice or other communication
      published in any newspaper, magazine, or similar media or broadcast over
      television or radio, or presented at any investment seminar or meeting
      open to the public.

10.   If the undersigned is a partnership, corporation, limited liability
      company or trust, such partnership, corporation, limited liability company
      or trust it has not been formed for the specific purpose of acquiring such
      Securities, unless each beneficial owner of such entity is qualified as an
      accredited investor within the meaning of Rule 501(a) of Regulation D and
      has submitted information substantiating such individual qualification.

<PAGE>

      IN WITNESS WHEREOF, the undersigned has executed this Questionnaire this
_____ day of _______, 200_, and declares under oath that it is truthful and
correct.

                                      __________________________________________
                                      Print Name

                                      By: ______________________________________
                                               Signature

                                      Title: ___________________________________
                                             (required for any purchaser that is
                                             a corporation, partnership, trust
                                             or other entity)

<PAGE>

                        [WOLVERINE TUBE, INC. LETTERHEAD]

                                  June __, 2004

      Re:   Wolverine Tube, Inc.; Registration Statement on Form S-3

Dear Selling Stockholder:

      Enclosed please find five (5) copies of a prospectus dated June __, 2004
(the "Prospectus") for your use in reselling your shares of common stock, par
value $0.01 per share (the "Securities"), of Wolverine Tube, Inc. (the
"Company"), under the Company's Registration Statement on Form S-3 (Registration
No. 333- ) (the "Registration Statement"), which has been declared effective by
the Securities and Exchange Commission. AS A SELLING STOCKHOLDER UNDER THE
REGISTRATION STATEMENT, YOU HAVE AN OBLIGATION TO DELIVER A COPY OF THE
PROSPECTUS TO EACH PURCHASER OF YOUR SECURITIES, EITHER DIRECTLY OR THROUGH THE
BROKER-DEALER WHO EXECUTES THE SALE OF YOUR SECURITIES.

      The Company is obligated to notify you in the event that it suspends
trading under the Registration Statement in accordance with the terms of the
Securities Purchase Agreement between the Company and you. During the period
that the Registration Statement remains effective and while trading thereunder
has not been suspended, you will be permitted to sell your Securities which are
included in the Prospectus under the Registration Statement. Upon a sale of any
Securities under the Registration Statement, you or your broker will be required
to deliver to the Transfer Agent, Wachovia Bank, N.A. (1) your restricted stock
certificate(s) representing the Securities, (2) instructions for transfer of the
Securities sold, and (3) a representation letter from your broker, or from you
if you are selling in a privately negotiated transaction, or from such other
appropriate party, in the form of Exhibit A attached hereto (the "Representation
Letter"). The Representation Letter confirms that the Securities have been sold
pursuant to the Registration Statement and in a manner described under the
caption "Plan of Distribution" in the Prospectus and that such sale was made in
accordance with all applicable securities laws, including the prospectus
delivery requirements.

      Please note that you are under no obligation to sell your Securities
during the registration period. However, if you do decide to sell, you must
comply with the requirements described in this letter or otherwise applicable to
such sale. Your failure to do so may result in liability under the Securities
Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended.
Please remember that all sales of your Securities must be carried out in the
manner set forth under the caption "Plan of Distribution" in the Prospectus if
you sell under the Registration Statement. The Company may require an opinion of
counsel reasonably satisfactory to the Company if you choose another method of
sale. YOU SHOULD CONSULT WITH YOUR OWN LEGAL ADVISOR(s) ON AN ONGOING BASIS TO
ENSURE YOUR COMPLIANCE WITH THE RELEVANT SECURITIES LAWS AND REGULATIONS.

      IN ORDER TO MAINTAIN THE ACCURACY OF THE PROSPECTUS, YOU MUST NOTIFY THE
UNDERSIGNED UPON THE SALE, GIFT, OR OTHER TRANSFER OF ANY SECURITIES BY YOU,
INCLUDING THE NUMBER OF SECURITIES BEING TRANSFERRED, AND IN THE EVENT OF ANY
OTHER CHANGE IN THE INFORMATION REGARDING YOU WHICH IS CONTAINED IN THE
PROSPECTUS. FOR EXAMPLE, YOU MUST NOTIFY THE UNDERSIGNED IF YOU ENTER INTO ANY
ARRANGEMENT WITH A BROKER-DEALER FOR THE SALE OF SHARES THROUGH A BLOCK TRADE,
SPECIAL OFFERING, EXCHANGE DISTRIBUTION OR SECONDARY DISTRIBUTION OR A PURCHASE
BY A BROKER-DEALER. DEPENDING ON THE CIRCUMSTANCES, SUCH TRANSACTIONS MAY
REQUIRE THE FILING OF A SUPPLEMENT TO THE PROSPECTUS IN ORDER TO UPDATE THE
INFORMATION SET FORTH UNDER THE CAPTION "PLAN OF DISTRIBUTION" IN THE
PROSPECTUS.

<PAGE>

Should you need any additional copies of the Prospectus, or if you have any
questions concerning the foregoing, please write to me at:

      Wolverine Tube, Inc.
      200 Clinton Avenue West, 10th Floor
      Huntsville, AL 35801.

Thank you.

                                        Sincerely,
                                        James E. Deason, Chief Financial Officer
                                        Wolverine Tube, Inc.

<PAGE>

                                    Exhibit A

                         CERTIFICATE OF SUBSEQUENT SALE

Wachovia Bank, N.A.
ATTENTION: Rhonda Whitley
1525 West W.T. Harris Boulevard, 3C3
Charlotte, NC 28262

            RE:   Sale of Shares of Common Stock of Wolverine Tube, Inc. (the
                  "Company") pursuant to the Company's Prospectus dated
                  _____________, ____ (the "Prospectus")

Dear Sir/Madam:

      The undersigned hereby certifies, in connection with the sale of shares of
Common Stock of the Company included in the table of Selling Stockholders in the
Prospectus, that the undersigned has sold the shares pursuant to the Prospectus
and in a manner described under the caption "Plan of Distribution" in the
Prospectus and that such sale complies with all securities laws applicable to
the undersigned, including, without limitation, the Prospectus delivery
requirements of the Securities Act of 1933, as amended.

Selling Stockholder (the beneficial owner): ____________________________________

Record Holder (e.g., if held in name of nominee): ______________________________

Restricted Stock Certificate No.(s): ___________________________________________

Number of Shares Sold: _________________________________________________________

Date of Sale: __________________________________________________________________

      In the event that you receive a stock certificate(s) representing more
shares of Common Stock than have been sold by the undersigned, then you should
return to the undersigned a newly issued certificate for such excess shares in
the name of the Record Holder and BEARING A RESTRICTIVE LEGEND. Further, you
should place a stop transfer on your records with regard to such certificate.

                                                    Very truly yours,

Dated: _________________                            By: ________________________

                                                    Print Name: ________________

                                                    Title: _____________________
cc:  Wolverine Tube, Inc.
     200 Clinton Avenue West, 10th Floor
     Huntsville, Alabama 35801