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                                                                   EXHIBIT 10.28


                              WOLVERINE TUBE, INC.
                          WOLVERINE TUBE (CANADA) INC.

          SEVENTH AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT AND
                        AMENDMENT TO SECURITY AGREEMENT


         This SEVENTH AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT AND
AMENDMENT TO SECURITY AGREEMENT (this "AMENDMENT") is dated as of February 25,
2002 and entered into by and among, WOLVERINE TUBE INC., a Delaware corporation
(the "COMPANY"), WOLVERINE TUBE (CANADA) INC., an Ontario corporation
("WOLVERINE CANADA"; the Company and Wolverine Canada are each a "BORROWER" and
collectively, the "BORROWERS"), CREDIT SUISSE FIRST BOSTON, as administrative
agent (in such capacity, the "ADMINISTRATIVE AGENT"), the financial institutions
listed on the signature pages hereto (each individually referred to herein as a
"LENDER" and collectively, as "LENDERS") and solely for the purposes of Sections
2 and 3(a), the Subsidiary Guarantors, and is made with reference to that
certain Credit Agreement dated as of April 30, 1997, by and among the Borrowers,
the Lenders, the Administrative Agent and Mellon Bank, N.A., as the
Documentation Agent, as amended as of June 26, 1998, as of March 10, 1999, as of
June 30, 1999, as of May 31, 2000, August 8, 2001 and February 4, 2002 (such
Credit Agreement, as so amended, the "CREDIT AGREEMENT"), that certain Limited
Waiver dated as of February 4, 2002, among Borrowers, Administrative Agent and
the Lenders (the "WAIVER") and that certain Security Agreement dated as of
February 4, 2002, among Company, Subsidiary Guarantors and Administrative Agent.
Capitalized terms used herein without definition shall have the same meanings
herein as set forth in the Credit Agreement.

                                    RECITALS

         WHEREAS, Borrowers have requested an extension of the date by which the
Company must deliver certain monthly financial statements pursuant to subsection
1(b)(ii) of the Waiver and the Lenders have agreed to extend the time for such
delivery for a limited period on the terms and conditions set forth herein; and

         WHEREAS, Lenders have agreed to permit certain Letters of Credit to
expire later than the Maturity Date, on the terms and conditions set forth
herein, including that Borrowers shall, on or before the Maturity Date, either
cause all such Letters of Credit to be replaced, cash collateralized in an
amount equal to 105% of the aggregate face amount thereof or supported by the
issuance to the Issuing Lender of a back-to-back letter of credit issued by a
financial institution acceptable to such Issuing Lender.

         NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto agree as follows:

                                 LIMITED WAIVER

1.1      Waiver of Compliance with Waiver Covenants.


         A. Subject to the terms and conditions set forth herein and in reliance
on the representations and warranties of the Borrowers herein contained, Lenders
hereby waive the



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requirement set forth in subsection 1(b)(ii) of the Waiver to
deliver financial statements for the calendar month ending January 31, 2002 on
or before February 25, 2002 and for the calendar month ending February 28, 2002,
on or before March 25, 2002; provided, that such financial statements are
delivered as soon as possible and in any event (i) in the case of the financial
statements for the month ending January 31, 2002, no later than March 1, 2002
and (ii) in the case of the financial statements for the month ending February
28, 2002, no later than March 30, 2002.

         B.   Without limiting the generality of the provisions of subsection
10.6 of the Credit Agreement, the waivers set forth herein shall be limited
precisely as written and such waivers relate solely to the noncompliance by
Borrowers with the provisions of Section 1(b)(ii) of the Waiver in the manner
and to the extent described above, and nothing in this Amendment shall be deemed
to (a) constitute a waiver of compliance by Borrowers with respect to (i)
Section 1(b)(ii) of the Waiver in any other instance or (ii) any other term,
provision or condition of the Waiver, the Credit Agreement or any other
instrument or agreement referred to therein (whether in connection with this
waiver of Section 1(b)(ii) of the Waiver or otherwise) or (b) prejudice any
right or remedy that Administrative Agent or any Lender may now have (except to
the extent such right or remedy was based upon existing defaults that will not
exist after giving effect to this Amendment) or may have in the future under or
in connection with the Waiver or the Credit Agreement or any other instrument or
agreement referred to therein. Except as expressly set forth herein, the terms,
provisions and conditions of the Waiver shall remain in full force and effect
and in all other respects are hereby ratified and confirmed.


SECTION 2.        AMENDMENTS TO THE CREDIT AGREEMENT AND THE SECURITY AGREEMENT

2.1      Amendments to Section 3:  Letters of Credit.


         A. Section 3.1A(iii) of the Credit Agreement is hereby amended by
adding at the end thereof the following proviso:

                  "; provided, further, that any Issuing Lender may, before the
                  Maturity Date, elect to (x) extend a Standby Letter of Credit
                  or such Letter of Credit may be automatically extended for an
                  additional period not to exceed one year, even if such
                  extension results in such Standby Letter of Credit having an
                  expiration date later than the Maturity Date or (y) replace
                  any existing Standby Letter of Credit with a Letter of Credit
                  having an expiration date within one year after the Maturity
                  Date, with a face amount not exceeding the face amount of such
                  Letter of Credit and otherwise having substantially similar
                  terms to the Letter of Credit being replaced"

         B. Subsection 3.1 of the Credit Agreement is hereby further amended by
adding thereto the following new subsection 3.1D:

                  "D. AGREEMENT TO CASH COLLATERALIZE UNEXPIRED LETTERS OF
                  CREDIT FOLLOWING AN EVENT OF DEFAULT OR ON MATURITY DATE. Upon
                  the Maturity Date or following the occurrence and continuation
                  of an Event of Default, Company


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                  agrees to (i) secure a replacement letter of credit in order
                  to permit the cancellation of any unexpired Letter of Credit,
                  (ii) provide one or more standby letters of credit in form,
                  amount and substance satisfactory to the applicable Issuing
                  Lender and issued by a financial institution satisfactory to
                  the Issuing Lender in its absolute discretion, supporting the
                  payment obligations of the Issuing Lender under any unexpired
                  Letter of Credit or (iii) provide cash collateral in an amount
                  equal to 105% of the face amount of such unexpired Letter of
                  Credit and pursuant to arrangements satisfactory to such
                  Issuing Lender."

2.2      Amendments to Section 8:  Events of Default.

         A. Section 8 of the Credit Agreement is hereby amended by (i) deleting
the ";" at the end of subsection 8.13 thereof and substituting therefor "; or"
and (ii) adding the following new subsection 8.14:

                  "8.14    FAILURE TO COLLATERALIZE LETTERS OF CREDIT.

                  Failure by the Company to perform or comply with any term or
                  condition contained in subsection 3.1D of this Agreement;"

2.3      Acknowledgment.

         For the purposes of clarification, Borrowers hereby acknowledge and
agree that the reference in Section 1(a) of the Waiver to the aggregate
principal amount of Indebtedness under the Credit Agreement at any time
outstanding shall be deemed to include the undrawn amount of any Letter of
Credit.

2.4      Amendment to Security Agreement and Acknowledgment of Grantors.

         A. Section 2(a) of the Security Agreement is hereby amended by deleting
it in its entirety and substituting therefore the following:

                  "(a) (i) with respect to the Company, (x) all obligations and
                  liabilities of every nature of the Company hereafter existing
                  under or arising out of or in connection with the Credit
                  Agreement and the other Loan Documents with respect to any
                  Loans made or Letters of Credit issued on or after the date
                  hereof (but excluding any continuations or conversions of
                  Loans outstanding on the date hereof) and any other
                  obligations or liabilities arising out of or in connection
                  with the Credit Agreement on or after the date hereof and (y)
                  all obligations and liabilities of every nature of the Company
                  existing under or arising out of or in connection with any
                  Letter of Credit having an expiry date after the Maturity Date
                  and (ii) with respect to each Subsidiary Grantor and
                  Additional Grantor, (x) all obligations and liabilities of
                  every nature of such Grantors hereafter existing under or
                  arising out of or in connection with the Subsidiary Guaranty
                  with respect to any Loans made or Letters of Credit issued on
                  or after the date hereof (but excluding any continuations or
                  conversions of Loans outstanding on the date hereof) and any
                  other obligations or liabilities arising out of or in
                  connection with the Credit Agreement on or after the date
                  hereof and (y) all obligations


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                  and liabilities of every nature of such Grantors existing
                  under or arising out of or in connection with the Subsidiary
                  Guaranty with respect to any Letter of Credit having an expiry
                  date after the Maturity Date (collectively, the "CREDIT
                  AGREEMENT OBLIGATIONS"); and"

         B. Each Grantor hereby affirms its grant of a security interest
pursuant to Section 2 of the Security Agreement to secure the Secured
Obligations and to the extent that such obligations are not secured by the
Security Agreement as in effect prior to the date hereof, hereby grants a
security interest on the terms set forth in Section 2 of the Security Agreement
to secure the Credit Agreement Obligations (as such term is amended hereby) and
the Secured Obligations.

SECTION 3. LOAN PARTIES' REPRESENTATIONS AND WARRANTIES

         In order to induce the Lenders to enter into this Amendment, each Loan
Party represents and warrants to the Lenders that the following statements are
true, correct and complete:

                  (a) Power and Authority. Each Loan Party has all requisite
         power and authority to enter into this Amendment and to carry out the
         transactions contemplated by this Amendment.

                  (b) Authorization of Amendment. The execution and delivery of
         this Amendment and the performance of the Loan Parties hereunder has
         been duly authorized by all necessary action on the part of each Loan
         Party.

                  (c) No Conflict. The execution and delivery of this Amendment
         by each Loan Party and the performance by such Loan Party of this
         Amendment and the consummation of the transactions contemplated hereby
         do not and will not (i) violate any provision of any law or any
         governmental rule or regulation applicable to the Loan Parties or any
         of their respective Subsidiaries, the Organizational Documents of the
         Loan Parties or any of their respective Subsidiaries or any order,
         judgment or decree of any court or other agency of government binding
         on any of the Loan Parties or any of their respective Subsidiaries,
         (ii) conflict with, result in a breach of or constitute (with due
         notice or lapse of time or both) a default under any material contract,
         indenture, agreement or other instrument or document to which any Loan
         Party or any of its Subsidiaries is a party or by which the properties
         or assets of such Loan Party or its Subsidiaries are bound, (iii)
         result in or require the creation or imposition of any Lien upon any of
         the properties or assets of any Loan Party or any of its Subsidiaries
         (other than Liens created under any of the Loan Documents in favor of
         the Administrative Agent on behalf of the Lenders), or (iv) require any
         approval of stockholders or any approval or consent of any Person under
         any contract of any Loan Party or any of its Subsidiaries.

                  (d) Governmental Consents. The execution and delivery of this
         Amendment by each Loan Party and the performance by such Loan Party of
         this Amendment does not and will not require any registration with,
         consent or approval of, or notice to, or other


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         action to, with or by, any federal, state or other governmental
         authority or regulatory body.

                  (e) Binding Obligation. This Amendment is the legally valid
         and binding obligation of each Loan Party enforceable against each such
         Loan Party in accordance with its terms, subject to the effect of any
         applicable bankruptcy, insolvency, reorganization, moratorium or
         similar laws affecting creditors generally and general principles of
         equity.

                  (f) Incorporation of Representations and Warranties. The
         representations and warranties contained in the Loan Documents are and
         will be true, correct and complete in all material respects on and as
         of the date hereof to the same extent as though made on and as of such
         date, except to the extent such representations and warranties
         specifically relate to an earlier date, in which case they were true,
         correct and complete in all material respects on and as of such earlier
         date.

                  (g) Absence of Default. After giving effect to this Amendment
         and the Limited Waiver, no Potential Event of Default or Event of
         Default exists.


SECTION 4. ACKNOWLEDGMENT AND CONSENT

         Each Subsidiary Guarantor acknowledges and agrees that (i)
notwithstanding the conditions to effectiveness set forth in this Amendment, the
consent of such Subsidiary Guarantor is not required by the terms of the Credit
Agreement or any other Loan Document and (ii) nothing in the Credit Agreement,
this Amendment or any other Loan Document shall be deemed to require the consent
of such Subsidiary Guarantor to any future amendments to or modifications of or
standstill agreements with respect to the Credit Agreement.

SECTION 5. ACKNOWLEDGMENT OF LENDERS

         Upon the execution and delivery of a counterpart of this Agreement by
each Lender and satisfaction of the other conditions to effectiveness hereof, it
is hereby acknowledged and agreed that the letter of credit number S853857,
originally issued by Mellon Bank, N.A. in favor of Hartford Fire Insurance
Company which is in the face amount of $1,500,000 and which has been
automatically extended to have an expiration date of July 25, 2002 is a Letter
of Credit for all purposes under the Loan Documents and shall be deemed to be
issued and outstanding under the Credit Agreement.

SECTION 6. MISCELLANEOUS

                  (a) Reference to and Effect on the Credit Agreement and the
         Other Loan Documents.

                           (i) On and after the date hereof, each reference in
                  the Credit Agreement to "this Agreement", "hereunder",
                  "hereof", "herein" or words of like import referring to the
                  Credit Agreement, and each reference in the other Loan
                  Documents to the "Credit Agreement", "thereunder", "thereof"
                  or words of like


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                  import referring to the Credit Agreement shall mean and be a
                  reference to the Credit Agreement as amended by this
                  Amendment.

                           (ii) Except as specifically amended by this
                  Amendment, the Credit Agreement and the other Loan Documents
                  shall remain in full force and effect and are hereby ratified
                  and confirmed.

                           (iii) The execution, delivery and performance of this
                  Amendment shall not, except as expressly provided herein,
                  constitute a waiver of any provision of, or operate as a
                  waiver of any right, power or remedy of Agent or any Lender
                  under, the Credit Agreement or any of the other Loan
                  Documents.

                  (b) Headings. Section and subsection headings in this
         Amendment are included herein for convenience of reference only and
         shall not constitute a part of this Amendment for any other purpose or
         be given any substantive effect.

                  (c) Applicable Law. THIS AMENDMENT AND THE RIGHTS AND
         OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE
         CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
         STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE
         GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO
         CONFLICTS OF LAWS PRINCIPLES.

                  (d) Counterparts; Effectiveness; Facsimile Signature Pages.
         This Amendment may be executed in any number of counterparts and by
         different parties hereto in separate counterparts, each of which when
         so executed and delivered shall be deemed an original, but all such
         counterparts together shall constitute but one and the same instrument;
         signature pages may be detached from multiple separate counterparts and
         attached to a single counterpart so that all signature pages are
         physically attached to the same document. This Amendment shall become
         effective upon the execution of a counterpart hereof by Company,
         Wolverine Canada, each Subsidiary Guarantor and Requisite Lenders and
         receipt by Company and Agent of written or telephonic notification of
         such execution and authorization of delivery thereof; provided, that
         Section 2 hereof shall not become effective until each Lender --------
         shall have executed a counterpart hereof and Company and Administrative
         Agent have received written or telephonic notification of such
         execution and authorization of delivery thereof; provided, further,
         that Section 2.4 hereof shall not become effective until Company and
         each Grantor shall have executed a counterpart hereof and Company and
         Administrative Agent have received written or telephonic notification
         of such execution and authorization of delivery thereof.


                  [Remainder of page intentionally left blank]



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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their duly authorized officers, all as of the day and year
first above written.


BORROWERS:                WOLVERINE TUBE, INC.,
                          a Delaware corporation


                          By:  /s/ James E. Deason
                          Name:  James E. Deason
                          Title:  Executive Vice President, Chief Financial
                          Officer and Secretary


                          WOLVERINE TUBE (CANADA) INC.,
                          an Ontario corporation


                          By:  /s/ James E. Deason
                          Name:  James E. Deason
                          Title:  Secretary, Treasurer and Executive Vice
                          President



SUBSIDIARY GUARANTORS:    TUBE FORMING L.P.,
                          a Delaware limited partnership


                          By: WOLVERINE TUBE, INC.


                              By:  /s/ James E. Deason
                              Name:  James E. Deason
                              Title:  Executive Vice President, Chief Financial
                              Officer and Secretary


                          SMALL TUBE MANUFACTURING CORP.,
                          a Delaware corporation


                          By:  /s/ James E. Deason
                          Name:  James E. Deason
                          Title:  Vice President and Treasurer


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                          WOLVERINE FINANCE COMPANY,
                          a Tennessee corporation


                          By:  /s/ James E. Deason
                          Name:  James E. Deason
                          Title:  Vice President and Treasurer


                          WOLVERINE JOINING TECHNOLOGIES, INC.
                          a Delaware corporation


                          By:  /s/ James E. Deason
                          Name:   James E. Deason
                          Title:  Vice President and Treasurer



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LENDERS:
                           CREDIT SUISSE FIRST BOSTON,
                           individually in its capacity as a Lender and in its
                           capacity as Administrative Agent


                           By:  /s/ Didier Siffer
                              -----------------------------------------
                           Name:  Didier Siffer
                           Title: Director


                           By:    /s/ Michael Criscito
                              -----------------------------------------
                           Name:   Michael Criscito
                           Title:  Director


                           MELLON BANK, N.A.,


                           By:    /s/ John R. Cooper
                              -----------------------------------------
                           Name:    John R. Cooper
                           Title:   Vice President


                           CREDIT LYONNAIS NEW YORK BRANCH,
                           as a Lender


                           By:  /s/ Attila Koc
                              -----------------------------------------
                           Name:   Attila Koc
                           Title:  Senior Vice President


                           BANK OF AMERICA, N.A.,
                           f/k/a/ Bank of America National Trust and Savings
                           Association, (successor by merger to Bank of
                           America Illinois), successor by merger to Bank of
                           America, N.A., f/k/a/ NationsBank, N.A., (successor
                           by merger to NationsBank, N.A. (South)), as a Lender


                           By:  /s/ Michael J. McKenney
                              -----------------------------------------
                           Name:  Michael J. McKenney
                           Title: Managing Director




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                           THE BANK OF NOVA SCOTIA,
                           as a Lender


                           By:  /s/ William J. Brown
                              -----------------------------------------
                           Name:  William J. Brown
                           Title: Managing Director


                           FIRST UNION NATIONAL BANK,
                           as a Lender


                           By:  /s/ John Anderson
                              -----------------------------------------
                           Name:  John Anderson
                           Title: V.P


                           SUNTRUST BANK,
                           (successor in interest to SunTrust Bank, Nashville,
                           N.A.), as a Lender


                           By:  /s/ James M. Sloan
                              -----------------------------------------
                           Name:  James M. Sloan
                           Title: Vice President


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