Exhibit 99.2
EXECUTION VERSION
AMENDMENT NO. 6 TO LOAN AND SECURITY AGREEMENT
AMENDMENT NO. 6 TO LOAN AND SECURITY AGREEMENT (this "Amendment No. 6"),
dated as of July 18, 2006, by and among Handy & Xxxxxx, a New York corporation
("H&H"), 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" and together with H&H, OMG,
Continental, Maryland Wire, H&H Tube, Camdel, Xxxxxxxx, Micro-Tube, Indiana
Tube, Xxxxx and H&H Electronic, 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"), Steel
Partners II, L.P., successor by assignment from Canpartners Investments IV, LLC,
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"). Capitalized
terms used herein which are not otherwise defined herein shall have the
respective meanings ascribed thereto in the Loan Agreement.
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 may make loans and advances and provide other financial
accommodations to Borrowers as set forth in the Loan and Security Agreement,
dated March 31, 2004, by and among Agent, successor by assignment to Steel
Partners II, L.P., Lenders, Borrowers and Guarantors (as amended by Amendment
No. 1 to Loan and Security Agreement, dated as of October 29, 2004, Amendment
No. 2 to Loan and Security Agreement, dated as of May 20, 2005, Amendment No. 3
to Loan and Security Agreement, dated as of December 29, 2005, Consent and
Amendment No. 4 to Loan and Security Agreement, dated as of January 24, 2006,
Consent and Amendment No. 5 to Loan and Security Agreement, dated March 31,
2006, and 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 and Guarantors have requested that Agent and Lenders
agree to make certain amendments to the Loan Agreement, and Agent and Lenders
are willing to agree to such amendments, subject to the terms and conditions
contained herein; and
WHEREAS, by this Amendment Xx. 0, Xxxxxxxxx, Xxxxxxxxxx, 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. ADDITIONAL DEFINITIONS. As used herein, the following terms shall
have the following meanings given to them below, and the Loan Agreement and the
other Financing Agreements are hereby amended to include, in addition and not in
limitation, the following:
(a) "WC Supplemental Term Loan" shall mean the term "Supplemental
Term Loans" as defined in the Working Capital Loan Agreement as in effect on the
date hereof.
(b) "WHX Recapitalization" shall mean the term "WHX
Recapitalization" as defined in the Working Capital Loan Agreement as in effect
on the date hereof.
2. MANDATORY PREPAYMENTS. Section 2.3 of the Loan Agreement is hereby
amended as follows:
(a) Section 2.3(a)(i) of the Loan Agreement is hereby amended by
deleting "and fourth" and replacing it with ", fourth, to the outstanding
principal amount of the WC Supplemental Term Loan, and fifth";
(b) Section 2.3(a)(ii) of the Loan Agreement is hereby amended by
deleting "and, third," and replacing it with ", third, to the outstanding
principal amount of the WC Supplemental Term Loan, and, fourth,";
(c) Section 2.3(b) of the Loan Agreement is hereby amended by
deleting "and third" and replacing it with ", third, to the outstanding
principal amount of the WC Supplemental Term Loan, and fourth";
(d) Section 2.3(c)(i) of the Loan Agreement is hereby amended by
deleting "and fourth" and replacing it with "fourth , to the outstanding
principal amount of the WC Supplemental Term Loan, and fifth";
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(e) Section 2.3(c)(ii) of the Loan Agreement is hereby amended by
deleting "and third" and replacing it with ", third, to the outstanding
principal amount of the WC Supplemental Term Loan, and fourth";
(f) Section 2.3(c)(iii) of the Loan Agreement is hereby amended by
deleting the "the WC Term Loans" and replacing it with "the WC Term Loans or the
WC Supplemental Term Loan"; and
(g) Section 2.3(f) of the Loan Agreement is hereby amended by
deleting "the WC Term Loans, the WC Equipment Purchase Term Loans" from each
place it appears and replacing it with "the WC Term Loans, the WC Equipment
Purchase Term Loans, the WC Supplemental Term Loan".
3. ALLOWED INDEBTEDNESS.
(a) Section 9.9(f) of the Loan Agreement is hereby amended by
deleting "as in effect on the date hereof" and replacing it with "as in effect
on the effective date of Amendment No. 6 to the Loan Agreement."
(b) Section 9.9(f)(i) of the Loan Agreement is hereby amended by
adding the following phrase to the end of the paragraph: "plus (D) the WC
Supplemental Term Loan in an aggregate amount not to exceed $10,000,000, as
reduced from time to time by the principal payments and prepayments of the WC
Supplemental Term Loan whether optional or mandatory,".
4. EVENTS OF DEFAULT. Section 10.1 of the Loan Agreement is hereby
amended by (a) deleting the period at the end of clause (p) of such Section and
replacing with "; or" and (b) inserting the following new clause at the end of
such Section:
"(q) the WHX Recapitalization shall not have occurred on or prior to
December 31, 2006."
5. REPRESENTATIONS, WARRANTIES AND COVENANTS. Each Borrower and
Guarantor hereby represents, warrants and covenants to Agent and Lenders the
following (which shall survive the execution and delivery of this Amendment No.
6), the truth and accuracy of which are a continuing condition of the making of
Loans and providing Letter of Credit Accommodations to Borrowers:
(a) This Amendment No. 6 and each other agreement or instrument to
be executed and delivered by Borrowers and Guarantors in connection herewith
(collectively, together with this Amendment No. 6, the "Amendment Documents")
have 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 thereto
and, if necessary, their respective stockholders and is in full force and effect
as of the date hereof, as the case may be, and the agreements and obligations of
each of the Borrowers and Guarantors, as the case may be, contained herein and
therein 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,
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reorganization, moratorium or other laws relating to or affecting generally the
enforcement of creditors' rights and except to the extent that availability of
the remedy of specific performance or injunctive relief is subject to the
discretion of the court before which any proceeding therefor may be brought.
(b) The execution, delivery and performance of this Amendment No. 6
(a) are all within each Borrower's and Guarantor's corporate or limited
liability company 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 to which any Borrower or Guarantor is a party or by which any
Borrower or Guarantor or its property are bound.
(c) As of the date hereof, and after giving effect to the provisions
of this Amendment No. 6, no Default or Event of Default exists or has occurred
and is continuing.
(d) The Working Capital Amendment (as defined hereinafter) has been
executed and delivered by all parties and is in full force and effect.
(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 as of such date.
6. 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 No. 6, duly authorized,
executed and delivered by Borrowers, Guarantors and Required Lenders;
(b) Agent shall have received a true and correct copy of any
consent, waiver or approval to or of this Amendment No. 6 or any other Amendment
Documents which any Borrower or Guarantor is required to obtain from any other
Person, and such consent, waiver or approval shall in form and substance
satisfactory to Agent;
(c) Agent shall have received (i) a true and correct copy of an
amendment to the Working Capital Loan Agreement (the "Working Capital
Amendment"), in form and substance satisfactory to Agent, duly authorized,
executed and delivered by each of the parties thereto, which Working Capital
Amendment shall be in full force and effect and (ii) an amendment to the
Intercreditor Agreement (the "Intercreditor Amendment"), in form and substance
satisfactory to Agent, duly authorized, executed and delivered by Working
Capital Agent and acknowledged by Borrowers and Guarantors, which Intercreditor
Amendment shall be in full force and effect; and
(d) no Default or Event of Default shall exist or have occurred and
be continuing.
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7. EFFECT OF THIS AGREEMENT. Except as expressly amended pursuant
hereto, no other changes 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 effective 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 No. 6, the provisions of this Amendment No. 6 shall
control.
8. 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 of this Amendment
No. 6.
9. GOVERNING LAW. The validity, interpretation and enforcement of this
Agreement 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.
10. BINDING EFFECT. This Amendment No. 6 shall be binding upon and inure
to the benefit of each of the parties hereto and their respective successors and
assigns.
11. HEADINGS. The headings listed herein are for convenience only and do
not constitute matters to be construed in interpreting this Amendment No. 6.
12. COUNTERPARTS. This Amendment No. 6 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 No. 2 by telefacsimile shall have the same force
and effect as the delivery of an original executed counterpart of this Amendment
No. 6. Any party delivering an executed counterpart of this Amendment No. 6 by
telefacsimile shall also deliver an original executed counterpart, but the
failure to do so shall not affect the validity, enforceability or binding effect
of such agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 6 to
be executed on the day and year first above written.
AGENT AND LENDER BORROWERS
---------------- ---------
STEEL PARTNERS II, L.P., as Agent
and Lender
HANDY & XXXXXX
By: STEEL PARTNERS, L.L.C., as
general partner By: /s/Xxxxxx Xxxxx
-----------------------------
By: /s/Xxxx Xxxxxx Title: V.P. & CFO
-------------------------
Title: Authorized Limited Partner
OMG, INC.
By: /s/Xxxxxx Xxxxx
-----------------------------
Title: V.P. & Treasurer
CONTINENTAL INDUSTRIES, INC.
By: /s/Xxxxxx Xxxxx
-----------------------------
Title: V.P. & Treasurer
[SIGNATURE PAGES CONTINUE ON NEXT PAGE]
[SIGNATURE PAGES CONTINUED FROM PREVIOUS PAGE]
MARYLAND SPECIALTY WIRE, INC.
By: /s/Xxxxxx Xxxxx
-----------------------------
Title: V.P., CFO & Secretary
HANDY & XXXXXX TUBE COMPANY,
INC.
By: /s/Xxxxxx Xxxxx
-----------------------------
Title: V.P. & Treasurer
CAMDEL METALS CORPORATION
By: /s/Xxxxxx Xxxxx
-----------------------------
Title: V.P. & Treasurer
XXXXXXXX METAL COATING
CORPORATION
By: /s/Xxxxxx Xxxxx
-----------------------------
Title: V.P. & Treasurer
MICRO-TUBE FABRICATORS, INC.
By: /s/Xxxxxx Xxxxx
-----------------------------
Title: V.P. & Treasurer
INDIANA TUBE CORPORATION
By: /s/Xxxxxx Xxxxx
-----------------------------
Title: V.P. & Treasurer
XXXXX-XXXXXXXX, INC.
By: /s/Xxxxxx Xxxxx
-----------------------------
Title: V.P. & Treasurer
[SIGNATURE PAGES CONTINUE ON NEXT PAGE]
[SIGNATURE PAGES CONTINUE ON NEXT PAGE]
HANDY & XXXXXX ELECTRONIC
MATERIALS CORPORATION
By: /s/Xxxxxx Xxxxx
-----------------------------
Title: V.P. & Treasurer
SUMCO INC.
By: /s/Xxxxxx Xxxxx
-----------------------------
Title: V.P. & Treasurer
GUARANTORS
----------
HANDY & XXXXXX OF CANADA,
LIMITED
By: /s/Xxxxxx Xxxxx
-----------------------------
Title: V.P. & Treasurer
ele CORPORATION
By: /s/Xxxxxx Xxxxx
-----------------------------
Title: V.P. & Treasurer
ALLOY RING SERVICE INC.
By: /s/Xxxxxx Xxxxx
-----------------------------
Title: V.P. & Treasurer
XXXXXX RADIATOR CORPORATION
By: /s/Xxxxxx Xxxxx
-----------------------------
Title: V.P., Treasurer &
Controller
H&H PRODUCTIONS, INC.
By: /s/Xxxxxx Xxxxx
-----------------------------
Title: V.P. & Treasurer
[SIGNATURE PAGES CONTINUE ON NEXT PAGE]
[SIGNATURE PAGES CONTINUED FROM PREVIOUS PAGE]
HANDY & XXXXXX AUTOMOTIVE
GROUP, INC.
By: /s/Xxxxxx Xxxxx
-----------------------------
Title: V.P., Treasurer &
Assistant Secretary
HANDY & XXXXXX INTERNATIONAL,
LTD.
By: /s/Xxxxxx Xxxxx
-----------------------------
Title: V.P. & Treasurer
HANDY & XXXXXX PERU, INC.
By: /s/Xxxxxx Xxxxx
-----------------------------
Title: V.P. & Treasurer
KJ-VMI REALTY, INC.
By: /s/Xxxxxx Xxxxx
-----------------------------
Title: V.P. & Treasurer
XXX-XXXX REALTY, INC.
By: /s/Xxxxxx Xxxxx
-----------------------------
Title: V.P. & Treasurer
PLATINA LABORATORIES, INC.
By: /s/Xxxxxx Xxxxx
-----------------------------
Title: V.P. & Treasurer
SHEFFIELD STREET CORPORATION
By: /s/Xxxxxx Xxxxx
-----------------------------
Title: V.P. & Treasurer
[SIGNATURE PAGES CONTINUE ON NEXT PAGE]
[SIGNATURE PAGES CONTINUED FROM PREVIOUS PAGE]
SWM, INC.
By: /s/Xxxxxx Xxxxx
-----------------------------
Title: V.P. & Treasurer
WILLING B WIRE CORPORATION
By: /s/Xxxxxx Xxxxx
-----------------------------
Title: V.P. & Treasurer
