AMENDMENT NO. 2 TO AMENDED AND
RESTATED RECEIVABLES PURCHASE AGREEMENT
THIS
AMENDMENT NO. 2 TO AMENDED AND RESTATED RECEIVABLES PURCHASE
AGREEMENT, effective as of December 15, 2006 (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” ), Variable Funding Capital Company LLC, a
Delaware limited liability company (
“VFCC” ), The CIT Group/Business Credit,
Inc., a New York corporation ( “CIT/BC”
), individually and as co-agent (the
“Co-Agent” ), and Wachovia Bank, National
Association, individually (together with VFCC and CIT/BC, the
“Purchasers” ), and as agent for the
Purchasers (together with its successors and assigns in such
capacity, the “Agent” ).
The Seller
Parties, the Purchasers and the Agent are parties to that certain
Amended and Restated Receivables Purchase Agreement dated as of
April 4, 2006, as heretofore amended (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.
Amendment . The definition of “U.S.
Originator” set forth in the Existing Agreement is
hereby amended and restated in its entirety to read as
follows:
“U.S.
Originator” means each of Wolverine Tube, Inc., a
Delaware corporation, Tube Forming, LP, a Delaware limited
partnership, Wolverine Joining Technologies, LLC, a Delaware
limited liability company and Small Tube Manufacturing LLC, a
Delaware limited liability company, each in its capacity as a
seller under the U.S. Receivables Sale Agreement.
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