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EXHIBIT 10.2
AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT
NO. 2 TO RECEIVABLES PURCHASE AGREEMENT, effective as of
September 30, 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, 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.
Amendments.
2.1. Section
7.1(a)(i) of the Existing Agreement is hereby amended and
restated in its entirety to read as
follows:
(i) Annual Reporting. (x) Within 90 days after the close of each
of
its respective
fiscal years, audited, unqualified consolidated financial
statements
(which shall include balance sheets, statements of income and
retained
earnings and a statement of cash flows) of Performance
Guarantor
and its
Subsidiaries for such fiscal year certified in a manner
acceptable
to the Agent by
independent public accountants reasonably acceptable to the
Agent, and (y)
within 120 days after the close of each of its respective
fiscal years,
audited, financial statements (which shall include balance
sheets,
statements of income and retained earnings and a statement of
cash
flows) of Seller
for such fiscal year, all certified by its chief financial
officer.
2.2. 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.
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(ii) [Intentionally dele
