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EXHIBIT 10.4
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" ).
PRELIMINARY STATEMENTS
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 unde
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