Amendment No. 9 to Amended and Restated Credit Agreement



 Exhibit 10.1 
 EXECUTION COPY 
 AMENDMENT NO. 9 
 TO AMENDED AND RESTATED CREDIT AGREEMENT 
 THIS AMENDMENT NO. 9 TO AMENDED AND
RESTATED CREDIT AGREEMENT, effective as of June 30, 2007 (the “Agreement”) relating to the Credit Agreement referenced below, is by and among WOLVERINE TUBE, INC., a Delaware corporation (the “Company”),
certain of its Subsidiaries identified as Subsidiary Borrowers on the signature pages hereto and any additional Subsidiaries of the Company which become parties to the Credit Agreement in accordance with the terms thereof (collectively referred to
as the “Subsidiary Borrowers” and individually referred to as a “Subsidiary Borrower”) (hereinafter, the Company and the Subsidiary Borrowers are collectively referred to as the “Borrowers” or
referred to individually as a “Borrower”), each of the financial institutions identified as Lenders on the signature pages hereto (the “Lenders” and each individually, a “Lender”), and WACHOVIA
BANK, NATIONAL ASSOCIATION, (“Wachovia”), acting in the manner and to the extent described in Article XIII of the Credit Agreement (in such capacity, the “Administrative Agent”). Terms used but not
otherwise defined herein shall have the meanings provided in the Credit Agreement and the provisions of Sections 1.2 and 1.3 of the Credit Agreement related to the definitions shall apply herein. 
 W I T N E S S E T H 
 WHEREAS, a $35,000,000
credit facility has been extended to the Borrowers pursuant to the terms of that certain Amended and Restated Credit Agreement dated as of April 28, 2005 (as amended, modified or otherwise supplemented from time to time, the “Credit
Agreement”) among the Borrowers, the Lenders, and the Administrative Agent; 
 WHEREAS, the Borrowers have requested that certain
amendments be made as contemplated herein and the Lenders agree to amend such provisions pursuant to the terms and conditions herein; and 
 WHEREAS, the undersigned Lenders have agreed to amend the Credit Agreement as set forth herein; 
 NOW, THEREFORE, in consideration
of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 (A) Amendment. The definition of “Consolidated EBITDA” in Section 1.1 of the Credit Agreement is hereby deleted and replaced with the following: 
 “Consolidated EBITDA” means, for any applicable period of computation, without duplication, the sum of
(i) Consolidated Net Income for such period, but excluding therefrom all extraordinary items of income 








 
(determined in accordance with GAAP), and all non-cash income related to the embedded derivatives associated with the Series A Preferred Stock
recorded subsequent to the fiscal quarter ended July 1, 2007, plus (ii) the aggregate amount of depreciation and amortization charges made in calculating Consolidated Net Income for such period, plus (iii) aggregate Consolidated
Interest Expense for such period, plus (iv) the aggregate amount of all income taxes reflected on the consolidated statements of income of the Consolidated Parties for such period, plus (v) for the 10th, 11th and 12th Production Months of 2005, any backwardation losses in excess of $1,300,000 but in no
event greater than $3,000,000, in the aggregate, plus (vi)(A) non-cash restructuring charges not to exceed $48,526,000 in—aggregate for the fiscal year ended December 31, 2006 and (B) cash restructuring charges not to exceed
$7,600,000 in aggregate for the fiscal year ended December 31, 2006. Except as otherwise provided herein, the applicable period of computation shall be for the twelve (12) consecutive months ending as of the date of determination.

 (B) Representations and Warranties. Each Credit Party hereby represents and warrants that (i) the
representations and warranties contained in Article VI of the Credit Agreement are true and correct in all material respects on and as of the date hereof as though made on and as of such date (except for those representations and warranties
which by their terms relate solely to an earlier date) and after giving effect to the transactions contemplated herein, (ii) no Default or Event of Default exists under the Credit Agreement on and as of the date hereof and after giving effect
to the transactions contemplated herein, (iii) it has the corporate, limited liability company or limited partnership power and authority to execute and deliver this Agreement and to perform its obligations hereunder and has taken all necessary
organizational action to authorize the execution, delivery and performance by it of this Agreement; (iv) it has duly executed and delivered this Agreement, and this Agreement constitutes its legal, valid and binding obligation enforceable in
accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws affecting the rights of creditors generally or by general principles of equity and (v) neither the execution and
delivery of this Agreement, nor the consummation of the transactions contemplated therein, nor performance of and compliance with the terms and provisions thereof will violate or conflict in any material respect with any material provision of its
articles or certificate of incorporation or certificate of limited partnership or certificate of formation, bylaws, agreement of limited partnership or limited liability company agreement or violate, contravene or conflict in any material respect
with contractual provisions of, or cause an event of default under, any indenture, including without limitation the 2008 Senior Note Indenture and 2009 Senior Note Indenture, loan agreement, mortgage, deed of trust, contract or other agreement or
instrument to which it is a party or by which it may be bound. 
 (C) Effectiveness. This Agreement shall become effective upon
satisfaction of all of the following conditions precedent: 
 1. Executed Agreement. The Administrative Agent shall
have received a fully executed counterpart of this Agreement from each party hereto. 
 2. Other Conditions Precedent.
The Borrowers shall have completed all proceedings taken in connection with the transactions contemplated by this Agreement 

  

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and delivered to the Administrative Agent all other documentation and other items incident thereto, and each shall be satisfactory to the Administrative
Agent and its legal counsel, Mayer, Brown, Rowe & Maw, LLP. 
 (D) No Other Modification. Except to the extent
specifically provided to the contrary in this Agreement, all terms and conditions of the Credit Agreement (including Exhibits and Schedules thereto) and the other Credit Documents shall remain in full force and effect, without modification or
limitation. This Agreement shall not operate as a consent to any other action or inaction by the Borrowers or any other Credit Party, or as a waiver or amendment of any right, power, or remedy of any Lender or the Administrative Agent under the
Credit Agreement or any other Credit Document nor constitute a consent to any such action or inaction, or a waiver or amendment of any provision contained in the Credit Agreement or any other Credit Document except as specifically provided herein.
Each of the Credit Parties acknowledges, confirms and agrees that the Credit Documents to which it is a party remain in full force and effect as of the date hereof and continue to secure all Obligations of each such Credit Party to any Lender or the
Administrative Agent, and novation of any kind is hereby expressly disclaimed. 
 (E) Release. In consideration of
entering into this Agreement, each Credit Party (a) represents and warrants to each Agent and each Lender that as of the date hereof there are no causes of action, claims, actions, proceedings, judgments, suits, demands, damages or offsets
against or defenses or counterclaims to its Obligations or Secured Obligations under the Credit Documents and furthermore, such Credit Party waives any and all such causes of action, claims, actions, proceedings, judgments, suits, demands, damages,
offsets, defenses or counterclaims whether known or unknown, arising prior to the date of this Agreement and (b) releases each Agent and each Lender and each of their respective Affiliates, Subsidiaries, officers, employees, representatives,
agents, counsel and directors from any and all actions, causes of action, claims, actions, proceedings, judgments, suits, demands, damages and liabilities of whatever kind or nature, in law or in equity, now known or unknown, suspected or
unsuspected to the extent that any of the foregoing arises from any action or failure to act with respect to any Credit Document, on or prior to the date hereof. 
 (F) Governing Law. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of North Carolina, without regard to the principles governing conflicts
of laws thereof. 
 (G) INCORPORATION BY REFERENCE OF CERTAIN PROVISIONS. THE PROVISIONS IN SECTIONS 14.5, 14.6, 14.8,
14.9, 14.10, 14.12, 14.13, 14.14, 14.15, 14.19 AND 14.24 OF THE CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE HEREIN, MUTATIS MUTANDIS. 
 (H) Payment of Expenses. Each of the Borrowers agrees, jointly and severally, to pay all costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this
Agreement and all other related matters pertaining hereto and to the Credit Agreement, including, without limitation, the reasonable fees and expenses of Mayer, Brown, Rowe & Maw LLP. 
  

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 Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered
as of July 18, 2007. 
  

					
	COMPANY:
	
	WOLVERINE TUBE, INC.
		
	By:	 	/s/ James E. Deason
	Name:	 	James E. Deason
	Title:	 	  
	
	SUBSIDIARY BORROWERS:
	
	TF INVESTOR, INC.
		
	By:	 	/s/ James E. Deason
	Name:	 	James E. Deason
	Title:	 	  
	
	TUBE FORMING HOLDINGS, INC.
		
	By:	 	/s/ James E. Deason
	Name:	 	James E. Deason
	Title:	 	  
	
	TUBE FORMING, L.P.
		
	By:	 	 Tube Forming Holdings, Inc.,
 its General
Partner

			
		 	By:	 	/s/ James E. Deason
		 	Name:	 	James E. Deason
		 	Title:	 	  










					
	WOLVERINE FINANCE, LLC
		
	By:	 	/s/ James E. Deason
	Name:	 	James E. Deason
	Title:	 	  
	
	SMALL TUBE MANUFACTURING, LLC
		
	By:	 	/s/ James E. Deason
	Name:	 	James E. Deason
	Title:	 	  
	
	WOLVERINE JOINING TECHNOLOGIES, LLC
		
	By:	 	/s/ James E. Deason
	Name:	 	James E. Deason
	Title:	 	  
	
	WOLVERINE CHINA INVESTMENTS, LLC
		
	By:	 	 Wolverine Tube, Inc.,
 its Managing
Member

			
		 	By:	 	/s/ James E. Deason
		 	Name:	 	James E. Deason
		 	Title:	 	  
	
	WT HOLDING COMPANY, INC.
		
	 By:
	 	/s/ James E. Deason
	 Name:
	 	James E. Deason
	 Title:
	 	  










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

		
	By:	 	/s/ Rodney K. Sanders
	Name:	 	Rodney K. Sanders
	Title:	 	Director


 (signature pages end)