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                                                                    Exhibit 10.3


          FIRST AMENDMENT TO AMENDED AND RESTATED CONSIGNMENT AGREEMENT

         FIRST AMENDMENT TO AMENDED AND RESTATED CONSIGNMENT AGREEMENT (this
"AMENDMENT"), dated as of August 1, 2005, by and among FLEET PRECIOUS METALS
INC., a Rhode Island corporation operating as Bank of America Precious Metals
with offices at 111 Westminster Street, Providence, Rhode Island 02903 ("BAPM"),
and WOLVERINE TUBE, INC., a Delaware corporation with its principal place of
business at 200 Clinton Avenue, Suite 1000, Huntsville, Alabama 35801
("WOLVERINE TUBE"), and WOLVERINE JOINING TECHNOLOGIES, LLC, a Delaware limited
liability company with its principal place of business at 235 Kilvert Street,
Warwick, Rhode Island 02886 ("WOLVERINE JOINING") (Wolverine Tube and Wolverine
Joining are hereinafter sometimes referred to individually as a "COMPANY" and
collectively, jointly and severally as the "COMPANIES").

                             W I T N E S S E T H:

         WHEREAS, reference is hereby made to that certain Amended and Restated
Consignment Agreement dated as of April 28, 2005 (as amended from time to time
and in effect, the "CONSIGNMENT AGREEMENT") among the Companies and BAPM,
pursuant to which BAPM extended a silver consignment facility and a silver
forward contract facility to the Companies; and

         WHEREAS, the Companies and BAPM desire to amend certain terms and
conditions of the Consignment Agreement, on the terms and conditions and in
reliance upon the representations and warranties of the Companies hereinafter
set forth.

         NOW, THEREFORE, in consideration of the premises and of the mutual
promises hereinafter contained, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties hereto
hereby agree as follows:

1.       DEFINITIONS. Capitalized terms used herein without definition shall
         have the meanings as set forth in the Consignment Agreement.

2.       ACKNOWLEDGMENT OF OBLIGATIONS. The Companies hereby acknowledge and
         agree that they are unconditionally liable to BAPM for all Obligations
         under the Consignment Agreement without offset, defense, counterclaim
         or deduction.

3.       AMENDMENTS TO CONSIGNMENT AGREEMENT. From and after the effectiveness
         of this Amendment, the Consignment Agreement shall be amended as
         follows:

         (a)      By inserting a new Exhibit "F" to the Consignment Agreement in
                  the form of Exhibit "F" annexed to this Amendment.

         (b)      Section 1 of the Consignment Agreement is hereby amended as
                  follows:

                  (i)      By inserting the following text as a new Section
                           1.60A, immediately below the text of Section 1.60:

                  1.60A "WACHOVIA L/C" MEANS THAT CERTAIN STANDBY LETTER OF
                  CREDIT DATED AUGUST 1, 2005 ISSUED BY WACHOVIA BANK, NATIONAL
                  ASSOCIATION FOR THE BENEFIT OF BAPM, IN THE ORIGINAL FACE
                  AMOUNT OF $3,500,000.00, A COPY OF WHICH IS ANNEXED HERETO AS
                  EXHIBIT "F", AS SAME MAY BE AMENDED FROM TIME TO TIME, OR SUCH
                  REPLACEMENT LETTER OF CREDIT AS MAY BE REASONABLY ACCEPTABLE
                  TO BAPM IN IT SOLE DISCRETION.

         (c)      Section 2 of the Consignment Agreement is hereby amended as
                  follows:

                  (i)      By deleting the text "with respect to the Consigned
                           Precious Metal" where it appears in the second
                           sentence of Section 2.1(d), and inserting the text
                           "WITH


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                           RESPECT TO ALL PRECIOUS METAL (INCLUDING, BUT NOT
                           LIMITED TO, ALL CONSIGNED PRECIOUS METAL)" in its
                           stead.

                  (ii)     By inserting the following text at the end of
                           Section 2.3(f):

                  NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE
                  COMPANIES COVENANT AND AGREE THAT, UPON THE EARLIER OF (I) THE
                  OCCURRENCE OF AN EVENT OF DEFAULT AND ACCELERATION OF THE
                  OBLIGATIONS BY BAPM, OR (II) UPON RECEIPT OF WRITTEN NOTICE
                  FROM BAPM TERMINATING THE CONSIGNMENT FACILITY PURSUANT TO
                  SECTION 2.13 HEREOF, THE COMPANIES SHALL BE REQUIRED TO
                  PURCHASE CONSIGNED PRECIOUS METAL HAVING A VALUE EQUAL TO THE
                  FACE AMOUNT OF THE WACHOVIA L/C, LESS ANY FEES AND COSTS
                  ASSOCIATED THEREWITH, AND WITHDRAW SAME FROM CONSIGNMENT, AND
                  BAPM SHALL BE PERMITTED TO DRAW UPON THE WACHOVIA L/C FOR THE
                  PURPOSE OF FUNDING SUCH PURCHASE AND WITHDRAWAL OF CONSIGNED
                  PRECIOUS METAL FROM CONSIGNMENT.

                  (iii)    By deleting Section 2.11(b) in its entirety, and
                           inserting the following text in its stead:

                  (B) TO SECURE THE PROMPT AND PUNCTUAL PAYMENT AND PERFORMANCE
                  OF THE OBLIGATIONS, THE COMPANIES HEREBY GRANT TO BAPM A
                  CONTINUING SECURITY INTEREST IN AND TO (I) ALL PRECIOUS METAL
                  (INCLUDING, BUT NOT LIMITED TO, ALL CONSIGNED PRECIOUS METAL),
                  WHETHER NOW EXISTING OR HEREAFTER ARISING, AND (II) ALL
                  PROCEEDS AND PRODUCTS OF THE FOREGOING EXCLUDING, HOWEVER, THE
                  EXCLUDED COLLATERAL. NOTHING CONTAINED IN THE FOREGOING GRANT
                  IS INTENDED TO CONFLICT WITH THE TRUE CONSIGNMENT NATURE OF
                  THIS AGREEMENT.

                  (iv)     By deleting Section 2.13(a) in its entirety, and
                           inserting the following text in its stead:

                  (A) BAPM MAY TERMINATE THIS CONSIGNMENT FACILITY AT ANY TIME
                  BY GIVING WRITTEN NOTICE OF SUCH TERMINATION TO THE COMPANIES.
                  UPON GIVING OF SUCH NOTICE, BAPM'S OBLIGATION TO CONSIGN OR
                  DELIVER PRECIOUS METAL HEREUNDER SHALL IMMEDIATELY TERMINATE.
                  ALL SUMS OUTSTANDING UNDER THIS CONSIGNMENT FACILITY WILL BE
                  DUE AND PAYABLE UPON THE EARLIER OF (I) THE OCCURRENCE OF AN
                  EVENT OF DEFAULT AND ACCELERATION OF THE OBLIGATIONS BY BAPM,
                  OR (II) THREE (3) BUSINESS DAYS AFTER WRITTEN NOTICE OF
                  TERMINATION FROM BAPM HEREUNDER. TERMINATION OF THIS
                  CONSIGNMENT FACILITY SHALL NOT AFFECT THE COMPANIES' DUTY TO
                  PAY AND PERFORM THEIR OBLIGATIONS TO BAPM HEREUNDER IN FULL.

         (d)      Section 3 of the Consignment Agreement is hereby amended as
                  follows:

                  (i)      By deleting Section 3.2 thereof in its entirety and
                           inserting the following text in its stead:

                           3.2.     GRANT OF SECURITY INTEREST

                           TO SECURE THE PROMPT AND PUNCTUAL PAYMENT AND
                  PERFORMANCE OF THE OBLIGATIONS, THE COMPANIES HEREBY GRANT TO
                  BAPM A CONTINUING SECURITY INTEREST IN AND TO (I) ALL PRECIOUS
                  METAL (INCLUDING, BUT NOT LIMITED TO, ALL CONSIGNED PRECIOUS
                  METAL), WHETHER NOW EXISTING OR HEREAFTER ARISING, AND (II)
                  ALL PROCEEDS AND PRODUCTS OF THE FOREGOING EXCLUDING, HOWEVER,
                  THE EXCLUDED COLLATERAL.

                  (ii)     By deleting Section 3.4 in its entirety, and
                           inserting the following text in its stead:


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                           3.4.     TERMINATION OF FORWARD CONTRACT FACILITY

                           BAPM MAY TERMINATE THE FORWARD CONTRACT FACILITY AT
                  ANY TIME BY GIVING WRITTEN NOTICE OF SUCH TERMINATION TO THE
                  COMPANIES. UPON GIVING OF SUCH NOTICE, BAPM'S OBLIGATION TO
                  ENTER INTO FORWARD CONTRACTS HEREUNDER SHALL IMMEDIATELY
                  TERMINATE. ALL SUMS OUTSTANDING UNDER THE FORWARD CONTRACT
                  FACILITY WILL BE DUE AND PAYABLE UPON THE EARLIER OF (I) THE
                  OCCURRENCE OF AN EVENT OF DEFAULT AND ACCELERATION OF THE
                  OBLIGATIONS BY BAPM, OR (II) THREE (3) BUSINESS DAYS AFTER
                  WRITTEN NOTICE OF TERMINATION FROM BAPM HEREUNDER. UPON
                  TERMINATION OF THE FORWARD CONTRACT FACILITY, BAPM MAY CREDIT
                  ANY AMOUNTS THEN HELD BY IT OR THE BANK TO REDUCE THE AMOUNT
                  OF SUCH INDEBTEDNESS. NOTWITHSTANDING TERMINATION, UNTIL ALL
                  INDEBTEDNESS OF THE COMPANIES TO BAPM HEREUNDER HAS BEEN FULLY
                  SATISFIED, BAPM SHALL RETAIN ITS SECURITY INTEREST GRANTED
                  HEREUNDER AND, EXCEPT FOR THOSE SPECIFIC COVENANTS AND
                  CONDITIONS DEALING WITH THE ENTERING INTO OF FORWARD
                  CONTRACTS, ALL TERMS AND CONDITIONS OF THIS AGREEMENT SHALL
                  REMAIN IN FULL FORCE AND EFFECT.

         (e)      Section 5 of the Consignment Agreement is hereby amended as
                  follows:

                  (i)      By deleting Section 5.1(a) in its entirety and
                           inserting the following text in its stead:

                  (A) ALL PRECIOUS METAL (INCLUDING, BUT NOT LIMITED TO, ALL
                  CONSIGNED PRECIOUS METAL), WHETHER NOW EXISTING OR HEREAFTER
                  ARISING, AND ALL PROCEEDS AND PRODUCTS OF THE FOREGOING,
                  EXCLUDING, HOWEVER, THE EXCLUDED COLLATERAL; AND

         (f)      Section 8 of the Consignment Agreement is hereby amended as
                  follows:

                  (i)      By deleting the text "thirty (30) days" where it
                           appears in Section 8.6(j) and inserting the text
                           "FIFTEEN (15) DAYS" in its stead.

                  (ii)     By deleting, effective as of July 3, 2005, Sections
                           8.8, 8.9, 8.10, and 8.12 in their entirety, and
                           inserting the text "[INTENTIONALLY DELETED]" in their
                           stead.

4.       Costs and Expenses.

         (a)      Upon execution of this Amendment, the Companies shall pay to
                  BAPM an amount equal to any and all reasonable costs, fees, or
                  expenses (including internal and external attorneys' fees and
                  expenses) incurred by BAPM in connection with the Consignment
                  Agreement, whether directly or indirectly, including all
                  reasonable legal fees and expenses incurred in connection with
                  the negotiation and the preparation of this Amendment.

         (b)      The Bank shall be entitled (but not required) to debit any
                  operating account of either Company to collect any fees, costs
                  or expenses to which BAPM may be entitled pursuant to this
                  Amendment or the Consignment Agreement.

5.       Representations, Warranties and Covenants. The Companies hereby
         represent, warrant and covenant to BAPM as follows:

         (a)      The execution and delivery of this Amendment by the Companies,
                  and the performance by the Companies of their obligations and
                  agreements under this Amendment are within the corporate
                  authority of each Company, have been duly authorized by all
                  necessary corporate proceedings on behalf of the Companies and
                  do not and will not contravene


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                  any provision of law, statute, rule or regulation to which
                  either Company is subject or their respective charters, other
                  organization papers, by-laws or any stock provision or any
                  amendment thereof or of any agreement or other instrument
                  binding upon either Company.

         (b)      This Amendment, the Consignment Agreement, and all other
                  documents, instruments and agreements relating thereto, as
                  same may be amended hereby, constitute legal, valid and
                  binding obligations of each Company, enforceable in accordance
                  with their respective terms.

         (c)      The representations and warranties made by the Companies in
                  the Consignment Agreement are, after giving effect to the
                  terms and condition of this Amendment, true and correct in all
                  material respects on and as of the date of this Amendment as
                  though made at and as of such date (except to the extent that
                  such representations and warranties expressly relate to an
                  earlier date or except to the extent variations therefrom have
                  been expressly permitted under the terms of the Consignment
                  Agreement or otherwise in writing by BAPM). Except as
                  previously disclosed to BAPM in writing, no material adverse
                  change has occurred in the assets, liabilities, financial
                  condition, business or prospects of either Company.

         (d)      The Companies have performed and complied in all material
                  respects with all terms and conditions herein required to be
                  performed or complied with by the Companies prior to or at the
                  time hereof, and, after giving effect to the terms and
                  condition of this Amendment, no Event of Default has occurred
                  and is continuing under the Consignment Agreement as of the
                  date of this Amendment.

         (e)      The Companies have read and understand each of the terms and
                  conditions of this Amendment and are entering into this
                  Amendment freely and voluntarily, without duress, after having
                  had an opportunity for consultation with independent counsel
                  of their own selection, and not in reliance upon any
                  representations, warranties, or agreements made by BAPM and
                  not set forth in this Amendment.

6.       Conditions to Effectiveness. This Amendment shall not become effective
         unless and until each of the following conditions precedent have been
         fulfilled, all as determined by BAPM in its sole discretion (unless
         waived by BAPM in writing):

         (a)      This Amendment, and all documents, instruments and agreements
                  required hereunder or related hereto shall have been executed
                  by the appropriate parties and original counterpart signatures
                  shall have been delivered to BAPM.

         (b)      All actions on the part of the Companies necessary for the
                  valid execution, delivery and performance of the terms of this
                  Amendment shall have been duly and effectively taken and
                  evidence thereof satisfactory to BAPM shall have been provided
                  to BAPM.

         (c)      The Companies shall have paid to BAPM in immediately available
                  funds all amounts required to be paid by the Companies upon
                  the execution of this Amendment.

         (d)      BAPM shall have received a copy of an original fully executed
                  amendment to the Credit Agreement, upon terms reasonably
                  satisfactory to BAPM, which amendment shall be in full force
                  and effect and not subject to any unsatisfied conditions
                  precedent.

         (e)      BAPM shall have received a copy of an original fully executed
                  amendment to the Receivables Purchase Agreement dated as of
                  April 28, 2005 which evidences the Permitted Securitization,
                  upon terms reasonably satisfactory to BAPM, which amendment
                  shall be in full force and effect and not subject to any
                  unsatisfied conditions precedent.


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         (f)      BAPM shall have received an original fully executed amendment
                  to the Intercreditor Agreement, in form and substance
                  satisfactory to BAPM.

         (g)      BAPM shall have received satisfactory evidence, in a form and
                  of a nature acceptable to BAPM in its discretion, of the
                  consent of Wachovia Bank, National Association to the terms
                  and conditions of this Amendment.

         (h)      BAPM shall have received a favorable written opinion of
                  counsel to the Companies in scope and substance satisfactory
                  to BAPM and its counsel.

         (i)      BAPM shall have received the original Wachovia L/C in form and
                  substance satisfactory to BAPM in its sole discretion.

7.       Waiver of Claims. The Companies hereby acknowledge and agree that they
         do not have any offsets, defenses, claims, or counterclaims against
         BAPM, the Bank or any of their affiliates, or their respective
         officers, directors, employees, affiliates, attorneys, representatives,
         predecessors, successors, or assigns with respect to the Consignment
         Agreement, the Obligations, or otherwise, and that if the Companies now
         have, or ever did have, any such offsets, defenses, claims, or
         counterclaims against BAPM or the Bank or any of their affiliates, or
         their respective officers, directors, employees, affiliates, attorneys,
         representatives, predecessors, successors, or assigns, whether known or
         unknown, at law or in equity, from the beginning of the world through
         this date and through the time of execution of this Amendment, all of
         them are hereby expressly WAIVED, and the Companies each hereby RELEASE
         BAPM and the Bank and their affiliates, and their respective officers,
         directors, employees, affiliates, attorneys, representatives,
         predecessors, successors, and assigns from any liability therefor.

8.       Miscellaneous.

         (a)      This Amendment shall be binding upon the Companies and their
                  successors and assigns and shall enure to the benefit of BAPM
                  and its successors and assigns.

         (b)      The Companies and BAPM hereby acknowledge and agree that the
                  Obligations are and shall continue to be secured by all
                  collateral granted pursuant to the terms of the Consignment
                  Agreement or otherwise.

         (c)      Except as amended hereby, the Consignment Agreement shall
                  remain in full force and effect and is in all respects hereby
                  ratified and affirmed by the Companies. Without in any way
                  limiting the foregoing, the Companies hereby confirm that the
                  provisions of the Consignment Agreement regarding BAPM's right
                  to terminate the Consignment Facility and/or the Forward
                  Contract Facility as set forth in Sections 2.13 and 3.4,
                  respectively, shall be unaffected by the terms of this
                  Amendment.

         (d)      The execution of this Amendment and acceptance of any
                  documents related hereto shall not be deemed to be a waiver of
                  any Event of Default under the Consignment Agreement, whether
                  or not known to BAPM and whether or not existing on the date
                  of this Amendment, nor a modification of the demand nature of
                  the obligations due thereunder.

         (e)      Any determination that any provision of this Amendment or any
                  application thereof is invalid, illegal, or unenforceable in
                  any respect in any instance shall not affect the validity,
                  legality, or enforceability of such provision in any other
                  instance, or the validity, legality, or enforceability of any
                  other provision of this Amendment.

         (f)      This Amendment, together with the agreements, instruments and
                  other documents executed in connection herewith, incorporates
                  all discussions and negotiations among



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                  the Companies and BAPM, either express or implied, concerning
                  the matters included herein and in such other instruments, any
                  custom, usage, or course of dealings to the contrary
                  notwithstanding. No such discussions, negotiations, custom,
                  usage, or course of dealings shall limit, modify, or otherwise
                  affect the provisions hereof. No modification, amendment, or
                  waiver of any provision of this Amendment or of any provision
                  of any other agreement among the Companies and BAPM shall be
                  effective unless executed in writing by the party to be
                  charged with such modification, amendment and waiver, and if
                  such party shall be BAPM, then by a duly authorized officer
                  thereof.

         (g)      Except as otherwise expressly provided for in this Amendment,
                  all of the terms, conditions and provisions of the Consignment
                  Agreement shall remain the same. The Companies hereby, after
                  giving effect to the terms and conditions of this Amendment,
                  ratify, confirm, and reaffirm all representations, warranties,
                  and covenants made by each of them in the Consignment
                  Agreement. The Companies shall continue to comply with all of
                  the terms and conditions of the Consignment Agreement, as
                  amended hereby.

         (h)      The captions of this Amendment are for convenience purposes
                  only, and shall not be used in construing the intent of the
                  parties to this Amendment.

         (i)      In the event of any inconsistency between the provisions of
                  this Amendment and the Consignment Agreement, the provisions
                  of this Amendment shall govern and control.

         (j)      This Amendment may be executed in several counterparts and by
                  each party on a separate counterpart, each of which when so
                  executed and delivered shall be an original, and all of which
                  together shall constitute one instrument.


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         IN WITNESS WHEREOF, the undersigned parties have caused this First
Amendment to Amended and Restated Consignment Agreement to be executed by their
duly authorized officers as of the date first above written.

WITNESS:                                 WOLVERINE TUBE, INC.

/s/ Mary Ann Michetti                    By:  /s/ Thomas B. Sabol
                                         Title:  Sr. VP, CFO & Secretary


                                         WOLVERINE JOINING TECHNOLOGIES, LLC

/s/ Mary Ann Michetti                    By:  /s/ Thomas B. Sabol
                                         Title:  VP & Treasurer


                                         FLEET PRECIOUS METALS INC.

/s/  Antonio Marinaro                    By: /s/ David Vega
                                         Title:  Senior Vice President











Signature Page to First Amendment to Amended and Restated Consignment Agreement


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                                   EXHIBIT "F"



                              FORM OF WACHOVIA L/C