AMENDMENT NO. 17 TO LOAN AND SECURITY AGREEMENT
Exhibit
99.1
AMENDMENT
NO. 17 TO LOAN AND SECURITY AGREEMENT
AMENDMENT
NO. 17 TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of January
11, 2008, by and among Handy & Xxxxxx, a New York corporation (“Parent”),
OMG, Inc., a Delaware corporation formerly known as Olympic Manufacturing Group,
Inc. (“OMG”), Continental Industries, Inc., an Oklahoma corporation
(“Continental”), Maryland Specialty Wire, Inc., a Delaware corporation
(“Maryland Wire”), Handy & Xxxxxx Tube Company, Inc., a Delaware corporation
(“H&H Tube”), Camdel Metals Corporation, a Delaware corporation (“Camdel”),
Xxxxxxxx Metal Coating Corporation, a Delaware corporation (“Canfield”),
Micro-Tube Fabricators, Inc., a Delaware corporation (“Micro-Tube”), Indiana
Tube Corporation, a Delaware corporation (“Indiana Tube”), Xxxxx-Xxxxxxxx, Inc.,
a Wisconsin corporation (“Xxxxx”), Handy & Xxxxxx Electronic Materials
Corporation, a Florida corporation (“H&H Electronic”), Sumco Inc., an
Indiana corporation (“Sumco”), OMG Roofing, Inc., a Delaware corporation (“OMG
Roofing”), OMNI Technologies Corporation of Danville, a New Hampshire
corporation (“OMNI” and together with Parent, OMG, Continental, Maryland Wire,
H&H Tube, Camdel, Xxxxxxxx, Micro-Tube, Indiana Tube, Xxxxx, H&H
Electronic, Sumco and OMG Roofing, each individually, a “Borrower” and
collectively, “Borrowers”), Handy & Xxxxxx of Canada, Limited, an Ontario
corporation (“H&H Canada”), ele Corporation, a California corporation
(“ele”), Alloy Ring Service Inc., a Delaware corporation (“Alloy”), Xxxxxx
Radiator Corporation, a Texas corporation (“Xxxxxx”), H&H Productions, Inc.,
a Delaware corporation (“H&H Productions”), Handy & Xxxxxx Automotive
Group, Inc., a Delaware corporation (“H&H Auto”), Handy & Xxxxxx
International, Ltd., a Delaware corporation (“H&H International”), Handy
& Xxxxxx Peru, Inc., a Delaware corporation (“H&H Peru”), KJ-VMI Realty,
Inc., a Delaware corporation (“KVR”), Xxx-Xxxx Realty, Inc., a Delaware
corporation (“Xxx-Xxxx”), Platina Laboratories, Inc., a Delaware corporation
(“Platina”), Sheffield Street Corporation, a Connecticut corporation
(“Sheffield”), SWM, Inc., a Delaware corporation (“SWM”), Willing B Wire
Corporation, a Delaware corporation (“Willing” and together with H&H Canada,
ele, Alloy, Xxxxxx, H&H Productions, H&H Auto, H&H International,
H&H Peru, KVR, Xxx-Xxxx, Platina, Sheffield and SWM, each individually, a
“Guarantor” and collectively, “Guarantors”), Wachovia Bank, National
Association, a national banking association that is successor by merger to
Congress Financial Corporation, in its capacity as agent pursuant to the Loan
Agreement (as hereinafter defined) acting for the financial institutions party
thereto as lenders (in such capacity, together with its successors and assigns,
“Agent”), and the financial institutions party thereto as lenders (collectively,
“Lenders”).
W
I T
N E S S E T H:
WHEREAS,
Agent, Lenders, Borrowers and Guarantors have entered into financing
arrangements pursuant to which Lenders (or Agent on behalf of Lenders) have
made
and provided and may hereafter make and provide loans, advances and other
financial accommodations to Borrowers as set forth in the Loan and Security
Agreement, dated March 31, 2004, by and among Agent, Lenders, Borrowers and
Guarantors, as amended by Consent and Amendment No. 1 to Loan and Security
Agreement, dated as of August 31, 2004, Amendment No. 2 to Loan and Security
Agreement, dated as of October 29, 2004, Amendment No. 3 to Loan and Security
Agreement, dated as of December 29, 2004, Amendment No. 4 to Loan and Security
Agreement, dated as of May 20, 2005, Amendment No. 5 to Loan and Security
Agreement, dated as of September 8, 2005, Amendment No. 6 and Waiver to Loan
and
Security
Agreement,
dated as of December 29, 2005, Consent and Amendment No. 7 to Loan and Security
Agreement, dated as of January 24, 2006, Consent and Amendment No. 8 to Loan
and
Security Agreement, dated as of March 31, 2006, Amendment No. 9 to Loan and
Security Agreement, dated as of July 18, 2006, Amendment No. 10 to Loan and
Security Agreement, dated as of October 30, 2006, Amendment No. 11 and Waiver
to
Loan and Security Agreement, dated as of December 28, 2006, Amendment No. 12
and
Consent to Loan and Security Agreement, dated as of December 28, 2006
(“Amendment No. 12”), Amendment No. 13 and Waiver to Loan and Security
Agreement, dated as of March 29, 2007, Amendment No. 14 to Loan and Security
Agreement, dated as of July 20, 2007, Amendment No. 15 to Loan and Security
Agreement, dated as of September 10, 1007, and Amendment No. 16 to Loan and
Security Agreement, dated as of November 5, 2007 (as the same may hereafter
be
further amended, modified, supplemented, extended, renewed, restated or
replaced, the “Loan Agreement”), and the other agreements, documents and
instruments referred to therein or at any time executed and/or delivered in
connection therewith or related thereto (all of the foregoing, together with
the
Loan Agreement, as the same now exist or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced, being collectively
referred to herein as the “Financing Agreements”);
WHEREAS,
Borrowers have requested that Agent and Lenders make certain amendments to
the Loan Agreement and the other Financing Agreements, and Agent and Lenders
are
willing to make such amendments, subject to terms and conditions set forth
herein;
WHEREAS,
by this Amendment, Borrowers, Guarantors, Agent and Lenders desire and intend
to
evidence such amendments;
NOW
THEREFORE, in consideration of the foregoing, and the respective agreements
and
covenants contained herein, the parties hereto agree as follows:
1. Definitions.
(a) Amendments
to Definitions.
(i) The
definition of “Continuing Reserve” in Section 1.27 of the Loan Agreement is
hereby amended by deleting such definition in its entirety and replacing it
with
the following:
“1.27
‘Continuing Reserve’ shall mean a continuing Reserve which shall remain in
effect at all times in the amount of (a) $1,000,000, for the period from January
11, 2008 through and including April 15, 2008, and (b) $2,500,000, commencing
on
April 16, 2008 and at all times thereafter.”
(ii) The
definition of “Eligible Accounts” in Section 1.33 of the Loan Agreement is
hereby amended by deleting clause (e) of such definition and replacing it
with the following:
“(e) either
(i) the chief executive office of the account debtor with respect to such
Accounts is located in the United States of America or Canada (provided,
that, at any time promptly upon Agent's request, such Borrowing
Base
Party shall execute and deliver, or cause to be executed and delivered, such
other agreements,
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documents
and instruments as may be required by Agent to perfect the security interests
of
Agent in those Accounts of an account debtor with its chief executive office
or
principal place of business in Canada in accordance with the applicable laws
of
the Province of Canada in which such chief executive office or principal place
of business is located and take or cause to be taken such other and further
actions as Agent may request to enable Agent as secured party with respect
thereto to collect such Accounts under the applicable Federal or Provincial
laws
of Canada) or, (ii) at Agent's option, if the chief executive office and
principal place of business of the account debtor with respect to any such
Account is located other than in the United States of America or Canada (a
“Foreign Account”), then if either: (1) the account debtor has delivered to
such Borrowing Base Party an irrevocable letter of credit issued or confirmed
by
a bank satisfactory to Agent and payable only in the United States of America
and in U.S. dollars, sufficient to cover such Foreign Account, in form and
substance satisfactory to Agent and if required by Agent, the original of such
letter of credit has been delivered to Agent or Agent’s agent and the issuer
thereof, and such Borrowing Base Party has complied with the terms of
Section 5.2(f) hereof with respect to the assignment of the proceeds of
such letter of credit to Agent or naming Agent as transferee beneficiary
thereunder, as Agent may specify, or (2) such
Foreign Account is subject to credit insurance payable to Agent issued by an
insurer and on terms and in an amount acceptable to Agent, or (3) such
Foreign Account is otherwise acceptable in all respects to Agent (subject to
such lending formula with respect thereto as Agent may determine);
provided, that, a Foreign Account shall not be deemed ineligible
solely for failure to comply with the requirements of this clause (e)(ii) so
long as the aggregate amount of all such Foreign Accounts does not exceed at
any
time the lesser of (x) $2,000,000 and (y) the amount equal to fifty (50%)
percent of all Foreign Accounts;”.
(b) Interpretation. Capitalized
terms used herein which are not otherwise defined herein shall have the
respective meanings ascribed thereto in the Loan Agreement.
2. Amendment
Fee. In addition to all other fees, charges, interest and
expenses payable by Borrowers and Guarantors to Agent and Lenders under the
Loan
Agreement and the other Financing Agreements, Borrowers and Guarantors shall
pay
to Agent for the ratable benefit of Lenders, contemporaneously with the
effectiveness of this Amendment, an amendment fee in the amount of $12,500,
which fee shall be fully earned as of and payable on date hereof and may be
charged to any loan account of Borrowers.
3. Conditions
Precedent. The provisions contained herein shall only be
effective upon the satisfaction of each of the following conditions precedent
in
a manner satisfactory to Agent:
(a) Agent
shall have received this Amendment, duly authorized, executed and delivered
by
Borrowers, Guarantors and the Required Lenders;
(b) Agent
shall have received, in form and substance satisfactory to Agent, a true and
correct copy of any consent, waiver or approval to or of this Amendment which
any Borrower or Guarantor is required to obtain from any other Person;
and
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(c) no
Default or Event of Default shall have occurred and be continuing immediately
before and after giving effect hereto.
4. Representations,
Warranties and Covenants. Each Borrower and Guarantor hereby
represents and warrants to Agent and Lenders the following (which shall survive
the execution and delivery of this Amendment), the truth and accuracy of
which representations and warranties are a continuing condition of
the making of Loans and providing Letter of Credit Accommodations to
Borrowers:
(a) this
Amendment has been duly authorized, executed and delivered by all necessary
action on the part of each of the Borrowers and Guarantors which is a party
hereto and, if necessary, their respective stockholders and is in full force
and
effect as of the date hereof, and the agreements and obligations of each of
the
Borrowers and Guarantors contained herein constitute the legal, valid and
binding obligations of each of the Borrowers and Guarantors, enforceable against
them in accordance with their terms, except as enforceability is limited by
bankruptcy, insolvency, moratorium or other similar laws affecting creditors’
rights generally and by general equitable principles;
(b) the
execution, delivery and performance of this Amendment (a) are all within each
Borrower’s and Guarantor’s corporate powers and (b) are not in contravention of
law or the terms of any Borrower’s or Guarantor’s certificate or articles of
incorporation, by laws, or other organizational documentation, or any indenture,
agreement or undertaking (including, without limitation, the Tranche B Term
Loan
Agreement) to which any Borrower or Guarantor is a party or by which any
Borrower or Guarantor or its property are bound;
(c) neither
the execution and delivery of this Amendment, nor the consummation of the
transactions contemplated hereby, nor compliance with the provisions hereof
(i) has resulted in or shall result in the creation or imposition of any
Lien upon any of the Collateral, except in favor of Agent, or as expressly
permitted by Section 9.8 of the Loan Agreement, (ii) has resulted in or
shall result in the incurrence, creation or assumption of any Indebtedness
of any Borrower or Guarantor, except as expressly permitted under Section 9.9
of
the Loan Agreement; (iii) has violated or shall violate any applicable laws
or
regulations or any order or decree of any court or Governmental Authority in
any
respect; (iv) does or shall conflict with or result in the breach of, or
constitute a default in any respect under any material mortgage, deed of trust,
security agreement, agreement or instrument to which any Borrower or Guarantor
is a party or may be bound (including without limitation the Tranche B Term
Loan
Agreement), and (v) violates or shall violate any provision of the
Certificate of Incorporation or By-Laws of any Borrower or
Guarantor;
(d) No
action of, or filing with, or consent of any Governmental Authority, and no
approval or consent of any other third party that has not been obtained, is
required to authorize, or is otherwise required in connection with, the
execution, delivery and performance of this Amendment;
(e) all
of the representations and warranties set forth in the Loan Agreement and the
other Financing Agreements, each as amended hereby, are true and correct in
all
material respects on and as of the date hereof as if made on the date hereof,
except to the extent any such representation
or warranty is made as of a specified date, in which case such representation
or
warranty shall have been true and correct in all material respects as of such
date;
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(f) no
Default or Event of Default exists or has occurred and is continuing on the
date
hereof.
5. General
Release. Each Borrower and Guarantor may have certain Claims (as
hereinafter defined) against the Released Parties (as hereinafter defined)
regarding or relating to the Loan Agreement or the other Financing
Agreements. Agent, Lenders, Borrowers and Guarantors desire to
resolve each and every one of such Claims in conjunction with the execution
of
this Amendment and thus each Borrower and Guarantor makes the release contained
in this Section. In consideration of Agent’s and Lenders’ entering
into this Amendment and agreeing to the substantial concessions as set forth
herein, each Borrower and Guarantor hereby fully and unconditionally releases
and forever discharges Agent and each Lender and their respective directors,
officers, employees, subsidiaries, branches, affiliates, attorneys, agents,
representatives, successors and assigns and all persons, firms, corporations
and
organizations acting on any of their behalves (collectively, the “Released
Parties”), of and from any and all claims, allegations, causes of action, costs
or demands and liabilities, of whatever kind or nature, from the beginning
of
the world to the date on which this Amendment is executed, whether known or
unknown, liquidated or unliquidated, fixed or contingent, asserted or
unasserted, foreseen or unforeseen, matured or unmatured, suspected or
unsuspected, anticipated or unanticipated, which such Borrower or Guarantor
has,
had, claims to have had or hereafter claims to have against the Released Parties
by reason of any act or omission on the part of the Released Parties, or any
of
them, occurring prior to the date on which this Amendment is executed, including
on account of or in any way affecting, concerning or arising out of or founded
upon this Amendment up to and including the date on which this Amendment is
executed, including all such loss or damage of any kind heretofore sustained
or
that may arise as a consequence of the dealings among the parties up to and
including the date on which this Amendment is executed, including the
administration or enforcement of the Loans, the Obligations, the Loan Agreement
or any of the other Financing Agreements (collectively, all of the foregoing
are
the “Claims”). Each Borrower and Guarantor represents and warrants
that it has no knowledge of any claim by it against the Released Parties or
of
any facts or acts or omissions of the Released Parties which on the date hereof
would be the basis of a claim by such Borrower or Guarantor against the Released
Parties which is not released hereby. Each Borrower and Guarantor
represents and warrants that the foregoing constitutes a full and complete
release of all Claims.
6. Effect
of this Agreement. Except as expressly amended or waived pursuant
hereto, no other changes, waivers or modifications to the Financing Agreements
are intended or implied, and in all other respects the Financing Agreements
are
hereby specifically ratified, restated and confirmed by all parties hereto
as of
the date hereof. To the extent that any provision of the Loan
Agreement or any of the other Financing Agreements are inconsistent with the
provisions of this Amendment, the provisions of this Amendment shall
control.
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7. Further
Assurances. Borrowers and Guarantors shall execute and deliver
such additional documents and take such additional action as may be requested
by
Agent to effectuate the provisions and purposes hereof.
8. Governing
Law. The validity, interpretation and enforcement of this
Amendment and the other Financing Agreements (except as otherwise provided
therein) and any dispute arising out of the relationship between the parties
hereto, whether in contract, tort, equity or otherwise, shall be governed by
the
internal laws of the State of New York but excluding any principles of conflicts
of law or other rule of law that would cause the application of the law of
any
jurisdiction other than the laws of the State of New York.
9. Binding
Effect. This Amendment shall be binding upon and inure to the
benefit of each of the parties hereto and their respective successors and
assigns.
10. Headings. The
headings listed herein are for convenience only and do not constitute matters
to
be construed in interpreting this Amendment.
11. Counterparts. This
Amendment may be executed in any number of counterparts, each of which shall
be
an original, but all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of this Amendment by
telefacsimile or other electronic method of transmission shall have the same
force and effect as the delivery of an original executed counterpart of this
Amendment. Any party delivering an executed counterpart of this
Amendment by telefacsimile or other electronic method of transmission shall
also
deliver an original executed counterpart, but the failure to do so shall not
affect the validity, enforceability or binding effect of this
Amendment.
[REMAINDER
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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
on the day and year first above written.
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AGENT
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WACHOVIA
BANK, NATIONAL ASSOCIATION, as Agent
By:/s/
Xxxx X. Xxx
Name:
Xxxx X. Xxx
Title:
Vice President
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LENDERS
WACHOVIA
BANK, NATIONAL ASSOCIATION
By:/s/
Xxxx X. Xxx
Name:
Xxxx X. Xxx
Title:
Vice President
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TEXTRON
FINANCIAL CORPORATION
By:
/s/ Xxxxxxx Xxxxxxx
Name:
Xxxxxxx Xxxxxxx
Title:
Senior Account Executive
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BANK
OF AMERICA, N.A.
By:
/s/ Xxxxxxx X. Xxxxxxxx
Name:
Xxxxxxx X. Xxxxxxxx
Title:
Sr. Vice President
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ABLECO
FINANCE LLC, on behalf of itself and its Affiliate assigns
By:/s/
Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: President
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[SIGNATURE
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FORTRESS
CREDIT FUNDING III LP
By:Fortress
Credit Funding III GP LLC, its General Partner
By:
/s/ Xxxxxxxxxxx Xxxxxxxx
Name:
Xxxxxxxxxxx Xxxxxxxx
Title:
President
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FORTRESS
CREDIT FUNDING II LP
By:Fortress
Credit Funding II GP LLC, its General Partner
By:
/s/ Xxxxxxxxxxx Xxxxxxxx
Name:
Xxxxxxxxxxx Xxxxxxxx
Title:
President
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FORTRESS
CREDIT FUNDING IV LP
By:Fortress
Credit Funding IV GP LLC, its General Partner
By:
/s/ Xxxxxxxxxxx Xxxxxxxx
Name:
Xxxxxxxxxxx Xxxxxxxx
Title:
President
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FORTRESS
CREDIT OPPORTUNITIES II LP
By:Fortress
Credit Opportunities II GP LLC, its General Partner
By:
/s/ Xxxxxxxxxxx Xxxxxxxx
Name:
Xxxxxxxxxxx Xxxxxxxx
Title:
Chief Credit Officer
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BORROWERS
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HANDY
& XXXXXX
By:
/s/ Xxxxxx X. Xxxxx
Name:
Xxxxxx X. Xxxxx
Title:
VP & CFO
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OMG,
INC.
By:
/s/ Xxxxxx X. Xxxxx
Name:
Xxxxxx X. Xxxxx
Title:
VP & Treasurer
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CONTINENTAL
INDUSTRIES, INC.
By:
/s/ Xxxxxx X. Xxxxx
Name:
Xxxxxx X. Xxxxx
Title:
VP & Treasurer
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MARYLAND
SPECIALTY WIRE, INC.
By:
/s/ Xxxxxx X. Xxxxx
Name:
Xxxxxx X. Xxxxx
Title:
VP & Treasurer
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HANDY
& XXXXXX TUBE COMPANY, INC.
By:
/s/ Xxxxxx X. Xxxxx
Name:
Xxxxxx X. Xxxxx
Title:
VP & Treasurer
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CAMDEL
METALS CORPORATION
By:
/s/ Xxxxxx X. Xxxxx
Name:
Xxxxxx X. Xxxxx
Title:
VP & Treasurer
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XXXXXXXX
METAL COATING CORPORATION
By:
/s/ Xxxxxx X. Xxxxx
Name:
Xxxxxx X. Xxxxx
Title:
VP & Treasurer
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[SIGNATURE
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[SIGNATURE
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MICRO-TUBE
FABRICATORS, INC.
By:
/s/ Xxxxxx X. Xxxxx
Name:
Xxxxxx X. Xxxxx
Title:
VP & Treasurer
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INDIANA
TUBE CORPORATION
By:
/s/ Xxxxxx X. Xxxxx
Name:
Xxxxxx X. Xxxxx
Title:
VP & Treasurer
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XXXXX-XXXXXXXX,
INC.
By:
/s/ Xxxxxx X. Xxxxx
Name:
Xxxxxx X. Xxxxx
Title:
VP & Treasurer
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HANDY
& XXXXXX ELECTRONIC MATERIALS CORPORATION
By:
/s/ Xxxxxx X. Xxxxx
Name:
Xxxxxx X. Xxxxx
Title:
VP & Treasurer
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SUMCO
INC.
By:
/s/ Xxxxxx X. Xxxxx
Name:
Xxxxxx X. Xxxxx
Title:
VP & Treasurer
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OMG
ROOFING, INC.
By:
/s/ Xxxxxx X. Xxxxx
Name:
Xxxxxx X. Xxxxx
Title:
VP & Treasurer
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OMNI
TECHNOLOGIES CORPORATION OF DANVILLE
By:
/s/ Xxxxxx X. Xxxxx
Name:
Xxxxxx X. Xxxxx
Title:
VP & Treasurer
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GUARANTORS
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HANDY
& XXXXXX OF CANADA, LIMITED
By:
/s/ Xxxxxx X. Xxxxx
Name:
Xxxxxx X. Xxxxx
Title:
VP & Treasurer
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ELE
CORPORATION
By:
/s/ Xxxxxx X. Xxxxx
Name:
Xxxxxx X. Xxxxx
Title:
VP & Treasurer
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ALLOY
RING SERVICE INC.
By:
/s/ Xxxxxx X. Xxxxx
Name:
Xxxxxx X. Xxxxx
Title:
VP & Treasurer
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XXXXXX
RADIATOR CORPORATION
By:
/s/ Xxxxxx X. Xxxxx
Name:
Xxxxxx X. Xxxxx
Title:
VP & Treasurer
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H&H
PRODUCTIONS, INC.
By:
/s/ Xxxxxx X. Xxxxx
Name:
Xxxxxx X. Xxxxx
Title:
VP & Treasurer
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HANDY
& XXXXXX AUTOMOTIVE GROUP, INC.
By:
/s/ Xxxxxx X. Xxxxx
Name:
Xxxxxx X. Xxxxx
Title:
VP & Treasurer
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HANDY
& XXXXXX INTERNATIONAL, LTD.
By:
/s/ Xxxxxx X. Xxxxx
Name:
Xxxxxx X. Xxxxx
Title:
VP & Treasurer
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[SIGNATURE
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[SIGNATURE
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HANDY
& XXXXXX PERU, INC.
By:
/s/ Xxxxxx X. Xxxxx
Name:
Xxxxxx X. Xxxxx
Title:
VP & Treasurer
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KJ-VMI
REALTY, INC.
By:
/s/ Xxxxxx X. Xxxxx
Name:
Xxxxxx X. Xxxxx
Title:
VP & Treasurer
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XXX-XXXX
REALTY, INC.
By:
/s/ Xxxxxx X. Xxxxx
Name:
Xxxxxx X. Xxxxx
Title:
VP & Treasurer
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PLATINA
LABORATORIES, INC.
By:
/s/ Xxxxxx X. Xxxxx
Name:
Xxxxxx X. Xxxxx
Title:
VP & Treasurer
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SHEFFIELD
STREET CORPORATION
By:
/s/ Xxxxxx X. Xxxxx
Name:
Xxxxxx X. Xxxxx
Title:
VP & Treasurer
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SWM,
INC.
By:
/s/ Xxxxxx X. Xxxxx
Name:
Xxxxxx X. Xxxxx
Title:
VP & Treasurer
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WILLING
B WIRE CORPORATION
By:
/s/ Xxxxxx X. Xxxxx
Name:
Xxxxxx X. Xxxxx
Title:
VP & Treasurer
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