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EXHIBIT 10.2
AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT, dated
as of August 1, 2005 (this "AMENDMENT"), is
entered into by and among DEJ 98
Finance, LLC, a Delaware limited liability
company (the "SELLER"), Wolverine
Finance, LLC, a Tennessee limited liability
company, as initial servicer (the
"SERVICER"), Wolverine Tube, Inc., a
Delaware corporation, as performance
guarantor (the "PERFORMANCE GUARANTOR" and,
together with the Seller and the
Servicer, the "SELLER PARTIES"), Blue Ridge
Asset Funding Corporation, a
Delaware corporation ("BLUE RIDGE"), and
Wachovia Bank, National Association,
individually (together with Blue Ridge, the
"PURCHASERS"), and as agent for the
Purchasers (together with its successors
and assigns in such capacity, the
"AGENT").
PRELIMINARY STATEMENT
The Seller Parties, the Purchasers and the Agent are parties
to that certain Receivables Purchase Agreement dated as of April
28,
2005 (the "EXISTING AGREEMENT"). The parties wish to amend the
Existing
Agreement as hereinafter set forth.
NOW, THEREFORE, in consideration of the premises, and for
other good and valuable consideration, the
receipt and sufficiency of which are
hereby acknowledged, the parties hereby
agree as follows:
1. Definitions.
Capitalized terms used
and not otherwise
defined herein are used with the meanings
attributed thereto in the Existing
Agreement.
2. Amendments.
2.1. Section 6.2 of the Existing Agreement is hereby amended
to (a) delete the word "and" at the end of
indented clause (c)(ii) thereof, (b)
delete the period at the end of indented
clause (c)(iii) thereof and substitute
"; and" in lieu thereof, and (c) insert the
following new indented clause after
indented clause (c)(iii):
(iv) Servicer shall have delivered to the Agent the
calculation required by Section 7.1(j) of the ABL Credit Agreement
for
the Production Month then most recently ended.
2.2. Section 8.5 of
the Existing Agreement is hereby amended
and restated in its entirety to read as
follows:
Section 8.5. Periodic
Reports.
(a) The Servicer shall prepare and forward to the Agent (i) on
each Monthly Reporting Date, a Settlement Report and an electronic
file
of the data contained therein and (ii) upon two (2) Business
Day's
notice by Agent, a listing by Obligor of all Receivables together
with
an aging of such Receivables in an electronic file format
satisfactory
to the Agent; PROVIDED, HOWEVER, that the Agent
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may request that the Servicer deliver a Settlement Report more
frequently than monthly.
(b) The Servicer shall also prepare and forward to the Agent
those items required by Sections 7.1(j), 7.1(k) and 7.1(l) of the
ABL
Credit Agreement.
2.3. Section 9.1(u) of the Existing Agreement is hereby
amended and restated in its entirety to
read as follows:
(u)(i) For the second fiscal quarter of 2005,
Consolidated EBITDA for the Consolidated Parties shall be
greater than or equal to $19,250,000, calculated on a rolling
four quarter basis.
(ii) Commencing with the Production Month of the
Consolidated Parties ending closest to September 30, 2005,
Consolidated EBITDA for the Consolidated Parties shall be
greater than or equal to the following amounts for the
indicated Production Month, calculated on a rolling
twelve-month basis:
<TABLE>
<CAPTION>
Minimum Consolidated
Production Month
EBITDA
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<S>
<C>
9th Production Month 2005
$15,000,000
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10th Production Month 2005
$10,000,000
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11th Production Month 2005
$10,000,000
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12th Production Month 2005
$10,000,000
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1st Production Month 2006
$10,000,000
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2nd Production Month 2006
$10,000,000
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