<PAGE>   1
                                                                    Exhibit 10.1


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

                       THIRD AMENDMENT AND LIMITED WAIVER
                               TO CREDIT AGREEMENT

          This THIRD AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT (this
"AMENDMENT") is dated as of June 30, 1999 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"), MELLON BANK, N.A., as documentation agent (in such
capacity, the "DOCUMENTATION AGENT") and the financial institutions listed on
the signature pages hereto (each individually referred to herein as a "LENDER"
and collectively, as "LENDERS"), 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 the Documentation Agent, as amended as of
June 26, 1998 and as of March 10, 1999 (such Credit Agreement, as so amended,
the "CREDIT AGREEMENT"). Capitalized terms used herein without definition shall
have the same meanings herein as set forth in the Credit Agreement.

                                 R E C I T A L S

          WHEREAS, Wolverine Canada desires to enter into a joint venture with
Ratcliffs/Severn Limited, an Ontario Corporation ("RATCLIFFS") pursuant to an
Acquisition Agreement to be entered into by and among Wolverine Canada,
Ratcliffs and Wolverine Ratcliffs, Inc. ("WRI"), in substantially similar form
to the draft dated June 23, 1999 and distributed to the Lenders on June 28, 1999
(the "ACQUISITION AGREEMENT"), which provides that Wolverine Canada will
transfer certain assets to WRI, a newly formed Ontario corporation that will be
a Subsidiary of Wolverine Canada, on the initial closing date thereunder, and
Ratcliffs will transfer certain assets to WRI on the initial closing date and on
subsequent closing dates as contemplated therein;

          WHEREAS, Ratcliffs will eventually own 25.5% of the issued and
outstanding capital stock of WRI and Wolverine Canada will own the remaining
shares;

          WHEREAS, pursuant to the Acquisition Agreement, Wolverine Canada will
transfer substantially all of the copper and brass strip manufacturing business,
and the assets and liabilities relating thereto, carried on by Wolverine Canada
at its facility in Fergus, Ontario and shall grant a non-exclusive/
non-transferable license for use of the "Wolverine" trademark in connection
therewith for so long as WRI is a Subsidiary of Wolverine Canada (such assets
and granting of a trademark license the "TRANSFERRED ASSETS");


<PAGE>   2


          WHEREAS, in consideration for the Transferred Assets, Wolverine Canada
will receive 745 common shares of stock of WRI and a non-interest bearing
promissory note in the amount of Cdn.$5,000,000 payable in full within 45 days
of its issuance;

          WHEREAS, Wolverine Canada will make an intercompany loan to WRI in an
aggregate principal amount not to exceed Cdn.$8,500,000, which will be secured
by a lien on substantially all of the personal property of WRI pursuant to a
general security agreement executed by WRI in favor of Wolverine Canada and
subordinated to the lien granted over the same assets to secure WRI's working
capital facility with other lenders;

          WHEREAS, pursuant to the Acquisition Agreement, Wolverine Canada will
enter into a Unanimous Shareholders' Agreement with Ratcliffs and WRI in
substantially similar form to the draft dated June 22, 1999 and distributed to
the Lenders on June 28, 1999 (the "STOCKHOLDERS AGREEMENT"), which, inter alia,
includes provisions that, by requiring supermajority approval, have the effect
of restricting WRI's ability to (i) pay dividends or make any other
distributions on any of WRI's capital stock owned by Wolverine Canada; (ii) make
loans or advances to the Borrowers or any Subsidiary of the Borrowers, (iii)
transfer any of its property or assets to the Borrowers or any Subsidiary of the
Borrowers, or (iv) grant a Lien to the Administrative Agent to secure the
Obligations without the consent of Ratcliffs, as shareholder, or directors that
have been appointed by Ratcliffs;

          WHEREAS, in connection with the foregoing the Borrowers have requested
that Requisite Lenders, pursuant to Section 10.6 of the Credit Agreement, agree
to modify and or waive certain provisions of the Credit Agreement on the terms
and conditions set forth herein.

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

                                   SECTION 1
                      AMENDMENTS EFFECTIVE UPON ACQUISITION

          Upon the consummation of the transactions contemplated by the
Acquisition Agreement, and so long as (i) no Potential Event of Default or Event
of Default has occurred and is continuing at that time, or would result
therefrom, and (ii) the Borrowers are in compliance on a pro forma basis with
the financial covenants contained in Section 7.6 of the Amended Agreement (as
defined below) for the preceding four fiscal quarters, assuming that the
transactions contemplated by the Acquisition Agreement occurred at the beginning
of such period, the terms of the Credit Agreement shall simultaneously therewith
be amended as follows:

A. AMENDED DEFINITIONS. The following definitions set forth in Subsection 1.1 of
the Credit Agreement shall be amended by deleting each such definition in its
entirety and substituting the following definitions therefor:

          ""CANADIAN DOLLARS" and the symbols "CDN.$" means the freely
          transferable money of the country of Canada.



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<PAGE>   3

          "CONSOLIDATED NET INCOME" means, for any period, the net income (or
          loss) of the Company and its Subsidiaries on a consolidated basis for
          such period taken as a single accounting period determined in
          conformity with GAAP; provided that there shall be excluded (i) the
          income (or loss) of any Person (other than any Subsidiary of any
          Borrower other than WRI) in which any other Person (other than any
          Borrower or any of its respective Subsidiaries) has a joint interest,
          except to the extent of the amount of dividends or other distributions
          actually paid to any Borrower or any of its respective Subsidiaries by
          such Person during such period, (ii) the income (or loss) of any
          Person accrued prior to the date it becomes a Subsidiary of any
          Borrower or is merged into or consolidated with any Borrower or any of
          its respective Subsidiaries or that Person's assets are acquired by
          any Borrower or any of its respective Subsidiaries, (iii) the income
          of any Subsidiary of any Borrower to the extent that the declaration
          or payment of dividends or similar distributions by that Subsidiary of
          that income is not at the time permitted by operation of the terms of
          its charter or any agreement, instrument, judgment, decree, order,
          statute, rule or governmental regulation applicable to that
          Subsidiary, (iv) any after-tax gains or losses attributable to Asset
          Sales or returned surplus assets of any Pension Plan, and (v) (to the
          extent not included in clauses (i) through (iv) above) any net
          extraordinary gains or net non-cash extraordinary losses."

B. ADDITIONAL DEFINITIONS. Subsection 1.1 of the Credit Agreement shall be
further amended by adding the following definitions thereto in the appropriate
alphabetical order:

          ""RATCLIFFS" means Ratcliffs/Severn Limited, an Ontario corporation.

          "WRI" means Wolverine Ratcliffs, Inc. an Ontario corporation.

          "WRI ACQUISITION AGREEMENT" means the Acquisition Agreement by and
          among Wolverine Canada, Ratcliffs/Severn Limited, an Ontario
          corporation and WRI, submitted to Requisite Lenders in connection with
          the approval of the Third Amendment with such changes thereto as were
          agreed to by the Administrative Agent prior to its execution, with
          such further changes, amendments, supplements or other modifications
          that may be approved by Requisite Lenders from time to time.

          "WRI SECURITY AGREEMENT" means the general security agreement executed
          by WRI in favor of Wolverine Canada to secure the intercompany
          indebtedness in an aggregate principal amount not in excess of
          Cdn.$8,500,000 owed by WRI to Wolverine Canada (which amount shall not
          include the indebtedness evidenced by the WRI Short-Term Note) and
          approved prior to its execution by the Administrative Agent, with such
          amendments, supplements or other modifications that are approved by
          Requisite Lenders from time to time.



                                       3

<PAGE>   4

          "WRI SHORT-TERM NOTE" means the non-interest bearing promissory note
          payable in full within 45 days of its issuance issued by WRI for the
          benefit or Wolverine Canada in the amount of Cdn.$5,000,000.

          "WRI STOCKHOLDERS AGREEMENT" means the Unanimous Shareholders'
          Agreement by and among Wolverine Canada, Ratcliffs/Severn Limited, an
          Ontario corporation and WRI, submitted to Requisite Lenders in
          connection with the approval of the Third Amendment with such changes
          thereto as were agreed to by the Administrative Agent prior to its
          execution, with such further changes, amendments, supplements or other
          modifications that may be approved of by Requisite Lenders from time
          to time.

          "THIRD AMENDMENT" means that certain Third Amendment and Limited
          Waiver to Credit Agreement dated as of June 30, 1999, by and among the
          Company, the Borrowers, the financial institutions listed on the
          signature pages thereof, the Administrative Agent and the
          Documentation Agent."

C. INTERCOMPANY INDEBTEDNESS. Subsection 7.1 of the Credit Agreement shall be
amended by deleting subsection (iv) and substituting therefor the following:

          "(iv) The Borrowers may become and remain liable with respect to
          Indebtedness to any of their wholly-owned Subsidiaries, any
          wholly-owned Subsidiary of the Company that is a Subsidiary Guarantor
          may become and remain liable with respect to Indebtedness to the
          Company or any other wholly-owned Subsidiary of the Company and WRI
          may become and remain liable with respect to the Indebtedness to
          Wolverine Canada that is evidenced by the WRI Short-Term Note and
          additional Indebtedness to Wolverine Canada in an amount not in excess
          of Cdn.$8,500,000; provided that (a) all such intercompany
          Indebtedness in an amount in excess of $2,500,000 (or, with respect to
          Indebtedness owed by Wolverine Finance to (X) the Company, $20,000,000
          and (Y) Small Tube, $20,000,000) in the aggregate shall be evidenced
          by promissory notes, (b) all such intercompany Indebtedness in an
          amount in excess of $2,500,000 in the aggregate owed by any Borrower
          to any of its respective Subsidiaries shall be subordinated in right
          of payment to the payment in full of the Obligations pursuant to the
          terms of the applicable promissory notes or an intercompany
          subordination agreement, and (c) any payment by any Subsidiary of any
          Borrower under any guaranty of the Obligations shall result in a pro
          tanto reduction of the amount of any intercompany Indebtedness owed by
          such Subsidiary to such Borrower or to any of its respective
          Subsidiaries for whose benefit such payment is made;"

D. WRI SECURED INDEBTEDNESS. Subsection 7.1 of the Credit Agreement shall be
amended by adding the following subsection (xii) immediately after subsection
(xi) thereto:

          "(xii) WRI may become and remain liable with respect to other secured
          Indebtedness in an aggregate principal amount not to exceed
          $20,000,000 at any time outstanding."



                                       4



<PAGE>   5

E. PROHIBITIONS ON LIENS. Subsection 7.2A of the Credit Agreement shall be
amended by adding the following subsections (iv) and (v) immediately after
subsection (iii) thereto:

          "(iv) Liens on the assets of WRI granted pursuant to the WRI Security
          Agreement; and

          (v) Liens incurred or assumed in connection with Indebtedness
          permitted by subsection 7.1(xii)."

F. LIMITATIONS ON CERTAIN RESTRICTIONS. Subsection 7.2 of the Credit Agreement
shall be amended by deleting subsection D thereto and substituting therefor the
following:

          "D. LIMITATIONS ON CERTAIN RESTRICTIONS. Except as provided herein,
     the Borrowers will not, and will not permit any of their respective
     Subsidiaries to, create or otherwise cause or suffer to exist or become
     effective any consensual encumbrance or restriction of any kind on the
     ability of any such Subsidiary to (i) pay dividends or make any other
     distributions on any of such Subsidiary's capital stock owned by the
     Borrowers or any other Subsidiary of the Borrowers, (ii) repay or prepay
     any Indebtedness owed by such Subsidiary to the Borrowers or any other
     Subsidiary of the Borrowers, (iii) make loans or advances to the Borrowers
     or any other Subsidiary of the Borrowers, (iv) transfer any of its property
     or assets to the Borrowers or any other Subsidiary of the Borrowers, or (v)
     grant a Lien to the Administrative Agent to secure the Obligations, other
     than pursuant to the WRI Stockholders Agreement."

G. INVESTMENTS; JOINT VENTURES. Subsection 7.3 of the Credit Agreement shall be
amended by deleting subsection (vi) and substituting therefore the following:

          "(vi) The Borrowers may make Investments in Joint Ventures in an
          aggregate amount not to exceed $17,000,000."

H. RESTRICTION OF FUNDAMENTAL CHANGES; ASSET SALES AND ACQUISITIONS. Subsection
7.7 of the Credit Agreement shall be amended by adding the following subsection
(vii) immediately after subsection (vi) thereto:

          "(vii) WRI may issue additional shares of its capital stock to
          Ratcliffs at the time of the "Secondary Closing" and the "Final
          Closing" in accordance with the terms of the WRI Acquisition Agreement
          (as each such term is defined therein); provided that Ratcliffs shall
          not in the aggregate own more than 25.5% of the issued and outstanding
          shares of WRI."



                                       5



<PAGE>   6

                                   SECTION 2
                                OTHER AMENDMENTS

A. ADDITIONAL DEFINITIONS. Subsection 1.1 of the Credit Agreement is hereby
amended by adding the following definitions thereto in the appropriate
alphabetical order:

          "GRANTING LENDER" has the meaning assigned to that term in Subsection
          10.1G

          "SPC" has the meaning assigned to that term in Subsection 10.1G

B. ASSIGNMENTS. Subsection 10.1 of the Credit Agreement is hereby amended by
adding the following paragraph at the end thereof as a new clause G to the end
of such section:

               "G. ASSIGNMENT TO SPECIAL FUNDING VEHICLES. Notwithstanding
          anything to the contrary contained herein, any Lender (a "GRANTING
          LENDER") may grant to a special purpose funding vehicle (a "SPC"),
          identified as such in writing from time to time by the Granting Lender
          to the Administrative Agent and the applicable Borrower, the option to
          provide to either Borrower all or part of any Loan that such Granting
          Lender would otherwise be obligated to make to the Borrowers pursuant
          to this Agreement; provided that (i) nothing herein shall constitute a
          commitment by any SPC to make any Loan; (ii) if an SPC elects not to
          exercise such option or otherwise fails to provide all or any part of
          such Loan, the Granting Lender shall be obligated to make such Loan
          pursuant to the terms hereof. The making of a Loan by an SPC hereunder
          shall utilize the Commitments of the Granting Lender to the same
          extent, and as if, such Loan were made by such Granting Lender. Each
          party hereto hereby agrees that no SPC shall be liable for any
          indemnity or similar payment obligation under this Agreement (all
          liability for which shall remain with the Granting Lender). In
          furtherance of the foregoing, each party hereto hereby agrees (which
          agreement shall survive the termination of this Agreement) that, prior
          to the date that is one year and one day after the payment in full of
          all outstanding commercial paper or other senior indebtedness of any
          SPC, it will not institute against, or join any other person in
          instituting against, such SPC any bankruptcy, reorganization,
          arrangement, insolvency, or liquidation proceedings under the laws of
          the United States, any State thereof or Canada. In addition,
          notwithstanding anything to the contrary contained in this Section
          10.1, any SPC may (i) with notice to, but without the prior written
          consent of, the applicable Borrower and the Administrative Agent and
          without paying any processing fee therefor, assign all or a portion of
          its interests in any Loans to the Granting Lender or to any financial
          institutions (consented to by the applicable Borrower and the
          Administrative Agent) providing liquidity and/or credit support to or
          for the account of such SPC to support the funding or maintenance of
          Loans and (ii) disclose on a confidential basis any non-public
          information relating to its Loans to any rating agency, commercial
          paper dealer or provider of any surety, guaranty or credit or
          liquidity enhancement to



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<PAGE>   7

          such SPC. This selection may not be amended without the written
          consent of the SPC."

                                   SECTION 3
                                 LIMITED WAIVER

          Provided that (i) as of the date hereof and as of the date that
Wolverine Canada enters into the Acquisition Agreement and (ii) after giving
effect to the transactions contemplated by the Acquisition Agreement:

          (i) no Potential Event of Default or Event of Default exists;

          (ii) the Borrowers are in compliance on a pro forma basis for the
          preceding four fiscal quarters, assuming that the transactions
          contemplated by the Acquisition Agreement occurred at the beginning of
          such period, with the financial covenants contained in Section 7.6 of
          the Amended Agreement (as defined below); and

          (iii) all representations and warranties contained in the Credit
          Agreement and the other Loan Documents are true, correct and complete
          in all material respects on and as of the date hereof 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;

the provisions of subsections 2.4A(iii)(c), 7.3, 7.7 and 7.11 are hereby waived
to the extent but only to the extent necessary to permit Wolverine Canada to
execute and deliver the Acquisition Agreement and consummate the transactions
contemplated thereby.

                                   SECTION 4
                              LIMITATION OF WAIVER

          Without limiting the generality of the provisions of subsection 10.6
of the Credit Agreement, the waiver set forth above shall be limited precisely
as written and relates solely to the Acquisition Agreement 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 the Borrowers with respect to (i)
     subsections 2.4A(iii)(c), 7.3, 7.7 and 7.11 of the Credit Agreement in any
     other instance or (ii) any other term, provision or condition of the Credit
     Agreement or any other instrument or agreement referred to therein (whether
     in connection with the Acquisition Agreement or otherwise); or

     (b) prejudice any right or remedy that Agent or any Lender may now have or
     may have in the future under or in connection with the Credit Agreement or
     any other instrument or agreement referred to therein.




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<PAGE>   8

Except as expressly set forth herein, the terms, provisions and conditions of
the Credit Agreement and the other Loan Documents shall remain in full force and
effect and in all other respects are hereby ratified and confirmed.

                                   SECTION 5
                    BORROWERS' REPRESENTATIONS AND WARRANTIES

          In order to induce Lenders to enter into this Amendment and to amend
the Credit Agreement in the manner provided herein, each of the Company and
Wolverine Canada hereby represents and warrants to each Lender that the
following statements are true, correct and complete:

          A. CORPORATE POWER AND AUTHORITY. The Company and Wolverine Canada
have all requisite corporate power and authority to enter into this Amendment
and to carry out the transactions contemplated by, and perform their obligations
under, the Credit Agreement as amended by this Amendment (the "Amended
Agreement").

          B. AUTHORIZATION OF AGREEMENTS. The execution and delivery of this
Amendment and the performance of the Amended Agreement have been duly authorized
by all necessary corporate action on the part of the Company and Wolverine
Canada, as the case may be.

          C. NO CONFLICT. The execution and delivery by the Company and
Wolverine Canada of this Amendment and the performance by the Company and
Wolverine of the Amended Agreement do not and will not (i) violate any provision
of any law or any governmental rule or regulation applicable to the Company,
Wolverine Canada or any of their respective Subsidiaries, the Certificate or
Articles of Incorporation or Bylaws of the Company, Wolverine Canada or any of
their respective Subsidiaries or any order, judgment or decree of any court or
other agency of government binding on the Company, Wolverine Canada 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
Contractual Obligation of the Company, Wolverine Canada or any of their
respective Subsidiaries, (iii) result in or require the creation or imposition
of any Lien upon any of the properties or assets of the Company, Wolverine
Canada or any of their respective Subsidiaries (other than Liens created under
any of the Loan Documents in favor of Agent on behalf of Lenders), or (iv)
require any approval of stockholders or any approval or consent of any Person
under any Contractual Obligation of the Company, Wolverine Canada or any of
their respective Subsidiaries.

          D. GOVERNMENTAL CONSENTS. The execution and delivery by the Company
and Wolverine Canada of this Amendment and the performance by Company and
Wolverine Canada of the Amended Agreement do not and will not require any
registration with, consent or approval of, or notice to, or other action to,
with or by, any federal, state or other governmental authority or regulatory
body.

          E. BINDING OBLIGATION. This Amendment and the Amended Agreement have
been duly executed and delivered by the Company and Wolverine Canada and are the




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<PAGE>   9

legally valid and binding obligations of the Company and Wolverine Canada
enforceable against the Company and Wolverine Canada in accordance with their
respective terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors'
rights generally or by equitable principles relating to enforceability.

          F. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT
AGREEMENT. The representations and warranties contained in Section 5 of the
Credit Agreement are and will be true, correct and complete in all material
respects on and as of the Third Amendment Effective Date to the same extent as
though made on and as of that 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. No event has occurred and is continuing or will
result from the consummation of the transactions contemplated by this Amendment
that would constitute an Event of Default or a Potential Event of Default.

                                    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 import referring to the
          Credit Agreement shall mean and be a reference to the provisions of
          the Credit Agreement as amended and waived hereby.

          (ii) Except as specifically amended or waived 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
          the Administrative 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



                                       9

<PAGE>   10

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. 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 (i) the execution
of a counterpart hereof by Borrowers and Requisite Lenders, (ii) receipt by the
Company and the Administrative Agent of written or telephonic notification of
such execution and authorization of delivery thereof and (iii) receipt by the
Administrative Agent from the Company for distribution to the Lenders party to
this Amendment of an amendment fee in an amount equal to 0.05% of each such
Lender's Commitment (the date of satisfaction of such conditions being referred
to herein as the "THIRD AMENDMENT EFFECTIVE DATE"); provided, that the
amendments set forth in Section 1 hereof shall not become effective except as
set forth in such Section.

                                   SECTION 7
                    ACKNOWLEDGEMENT AND CONSENT BY GUARANTORS

          Each of Tube Forming L.P., Small Tube Manufacturing Corp., and
Wolverine Finance Company hereby acknowledges that it has read this Amendment
and consents to the terms hereof and further hereby confirms and agrees that,
notwithstanding the effectiveness of this Amendment, the obligations of such
Loan Party under each of the Loan Documents to which it is a party shall not be
impaired and each of the Loan Documents to which it is a party are, and shall
continue to be, in full force and effect and are hereby confirmed and ratified
in all respects.

                  [Remainder of page intentionally left blank]






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<PAGE>   11


          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.




                                       WOLVERINE TUBE, INC.

                                       By: /s/ James E. Deason
                                          -------------------------------------
                                          Name: James E. Deason
                                          Title: Executive Vice President

                                       Notice Address:
                                       Wolverine Tube, Inc.
                                       1525 Perimeter Parkway, Suite 210
                                       Huntsville, Alabama  35808
                                       Attention: James E. Deason

                                       WOLVERINE TUBE (CANADA) INC.

                                       By: /s/ James E. Deason
                                          -------------------------------------
                                          Name: James E. Deason
                                          Title: Executive Vice President --
                                                 Finance & Administration

                                       Notice Address:

                                       Wolverine Tube, Inc.
                                       1525 Perimeter Parkway, Suite 210
                                       Huntsville, Alabama  35808
                                       Attention: James E. Deason




                                      S-1                              Execution

<PAGE>   12




                                  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


                                  Notice Address:

                                  Wolverine Tube, Inc.
                                  1525 Perimeter Parkway, Suite 210
                                  Huntsville, Alabama 35808
                                  Attention: James E. Deason




                                  SMALL TUBE MANUFACTURING CORP.,
                                  a Delaware corporation


                                  By: /s/ James E. Deason
                                     -----------------------------------------
                                     Name: James E. Deason
                                     Title: Executive Vice President


                                  Notice Address:


                                  Wolverine Tube, Inc.
                                  1525 Perimeter Parkway, Suite 210
                                  Huntsville, Alabama 35808
                                  Attention: James E. Deason




                                      S-2                             Execution

<PAGE>   13




                                  WOLVERINE FINANCE COMPANY,
                                  a Tennessee corporation



                                  By: /s/ James E. Deason
                                     ------------------------------------------
                                     Name: James E. Deason
                                     Title: Vice President -- Finance


                                  Notice Address:
                                  Wolverine Tube, Inc.
                                  1525 Perimeter Parkway, Suite 210
                                  Huntsville, Alabama 35808
                                  Attention: James E. Deason






                                      S-3                              Execution
<PAGE>   14


                                  CREDIT SUISSE FIRST BOSTON,
                                  as the Administrative Agent


                                  By: /s/ Robert N. Finney
                                     ------------------------------------------
                                     Name: Robert N. Finney
                                     Title: Managing Director

                                  By: /s/ Thomas G. Muoio
                                     ------------------------------------------
                                     Name: Thomas G. Muoio
                                     Title: Vice President


                                  Notice Address:

                                  Credit Suisse First Boston
                                  11 Madison Avenue
                                  New York, NY 10010-3629
                                  Attention: Robert Finney





                                      S-4                              Execution
<PAGE>   15


                                  CREDIT SUISSE FIRST BOSTON,
                                  as a Lender

                                  By: /s/ Robert N. Finney
                                     ------------------------------------------
                                     Name: Robert N. Finney
                                     Title: Managing Director

                                  By: /s/ Thomas G. Muoio
                                     ------------------------------------------
                                     Name: Thomas G. Muoio
                                     Title: Vice President


                                  Notice Address:

                                  Credit Suisse First Boston
                                  11 Madison Avenue
                                  New York, NY  10010-3629
                                  Attention: Robert Finney




                                      S-5                              Execution

<PAGE>   16


                                   MELLON BANK, N.A., individually and as
                                   Documentation Agent

                                   By: /s/ Roger N. Stanier
                                      -----------------------------------------
                                      Name: Roger N. Stanier
                                      Title: Vice President



                                  Notice Address:
                                  Mellon Bank, N.A.
                                  Three Mellon Bank Center
                                  23rd Floor
                                  Pittsburgh, PA 15259-0003
                                  Attention: Loan Administration

                                  Copy to:

                                  Mellon Bank, N.A.
                                  One Mellon Bank Center
                                  Pittsburgh, PA 15258-0001
                                  Attention: Steven Prather



                                      S-6                             Execution


<PAGE>   17


                                  BANK OF AMERICA NATIONAL TRUST AND SAVINGS
                                  ASSOCIATION, (successor by merger to Bank of
                                  America Illinois) as a Lender


                                  By: /s/ Bianca Hemmen
                                      -----------------------------------------
                                      Name: Bianca Hemmen
                                      Title: Senior Vice President


                                  Notice Address:

                                  Bank of America
                                  901 Main Street, 67th Floor
                                  Dallas, Texas 75202
                                  Attention: Bianca Hemmen




                                      S-7                             Execution
<PAGE>   18


                                  CREDIT LYONNAIS ATLANTA AGENCY
                                  as a Lender

                                  By: /s/ David M. Cawrse
                                     -----------------------------------------
                                     Name: David M. Cawrse
                                     Title: First Vice President & Manager


                                  Notice Address:

                                  Credit Lyonnais, Atlanta Agency
                                  One Peachtree Center
                                  303 Peachtree Street NE
                                  Suite 4400
                                  Atlanta, GA 30308
                                  Attention: Ronald Blissett





                                      S-8                             Execution

<PAGE>   19


                                  NATIONSBANK, N.A., (successor by merger to
                                  NationsBank, N.A. (South)) as a Lender


                                  By: /s/ Bianca Hemmen
                                     ------------------------------------------
                                     Name: Bianca Hemmen
                                     Title: Senior Vice President


                                  Notice Address:

                                  Bank of America
                                  901 Main Street, 67th Floor
                                  Dallas, Texas 75202
                                  Attention: Bianca Hemmen





                                      S-9                             Execution

<PAGE>   20


                                  THE BANK OF NOVA SCOTIA,
                                  as a Lender


                                  By: /s/ W. J. Brown
                                     ------------------------------------------
                                     Name: W. J. Brown
                                     Title: Vice President


                                  Notice Address:

                                  The Bank of Nova Scotia
                                  Suite 2700
                                  600 Peachtree Street NE
                                  Atlanta, GA 30308
                                  Attention: Pat Brown





                                      S-10                            Execution

<PAGE>   21


                                  FIRST UNION NATIONAL BANK
                                  as a Lender


                                  By: /s/ Donna J. Emhart
                                     ------------------------------------------
                                     Name: Donna J. Emhart
                                     Title: Vice President


                                  Notice Address:

                                  First Union Capital Markets
                                  PA 4805
                                  1339 Chestnut Street
                                  Philadelphia, PA 19107
                                  Attention: Donna J. Emhart





                                      S-11                            Execution

<PAGE>   22


                                  SUNTRUST BANK, NASHVILLE, N.A.
                                  as a Lender


                                  By: /s/ Jon C. Long
                                     ------------------------------------------
                                     Name: Jon C. Long
                                     Title: Vice President


                                  Notice Address:

                                  Suntrust Bank, Nashville, N.A.
                                  P.O.Box 305110
                                  Nashville, TN 37230-5110
                                  Attention: Woody Woodring





                                      S-12                            Execution