FIRST AMENDMENT TO CREDIT AGREEMENT
Exhibit 4.1
FIRST AMENDMENT TO CREDIT AGREEMENT
This First Amendment to Credit Agreement (the “Amendment”) is made as of this 26th day of April, 2013, by and among HANDY & XXXXXX GROUP LTD., a Delaware corporation (the “Borrower”), each of the EXISTING GUARANTORS listed on the signature pages hereto (each, an “Existing Guarantor” and collectively, the “Existing Guarantors”), the JOINING GUARANTOR named on the signature pages hereto and further defined below (“Joining Guarantor” and together with Existing Guarantors, the “Guarantors” and each is individually referred to herein as a “Guarantor”, and together with the Borrower, the “Loan Parties” and each is individually referred to herein as a “Loan Party”), the financial institutions which are named on the signature pages hereto as lenders (collectively, the “Lenders” and each is individually referred to as a “Lender”), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent (the “Administrative Agent”) and in its capacity as a Lender.
BACKGROUND
A.On November 8, 2012, Borrower, Existing Guarantors, Lenders and Administrative Agent entered into a Credit Agreement to reflect certain financing arrangements between the parties thereto (as amended, modified, renewed, extended, replaced or substituted from time to time, the “Credit Agreement”). The Credit Agreement and all other documents executed in connection therewith are collectively referred to herein as the “Existing Financing Agreements.” All capitalized terms used herein but not otherwise defined herein shall have the meaning given to them in the Credit Agreement.
B. The Loan Parties (I) have requested that Lenders (a) increase their Revolving Credit Commitments to an aggregate amount of $110,000,000 pursuant to Section 2.11 of the Credit Agreement and (b) increase their Term Loan Commitments to an aggregate amount of $125,000,000; (II) have formed a new Subsidiary, Xxxxx-Xxxxxxxx Warwick LLC, a Delaware limited liability company (“Joining Guarantor”), for the purpose of acquiring assets in the WJT Acquisition (defined below); (III) have entered into an Asset Purchase Agreement dated April 16, 2013, pursuant to which Borrower and Joining Guarantor will purchase the assets of Wolverine Joining Technologies, LLC, a division of Wolverine Tube, Inc., for a purchase price of approximately $60,000,000 (subject to the adjustments set forth in Sections 2.1 and 2.2 of the WJT Purchase Agreement) (the transactions described in this clause (III) are collectively referred to herein as the “WJT Acquisition”), which will constitute a Permitted Acquisition under the Credit Agreement; and (IV) have informed Administrative Agent that OMG Roofing, Inc. entered into an Asset Purchase Agreement (the “Xxxxxxx APA”) dated December 31, 2012, with X.X. Xxxxxxx Company (“Xxxxxxx Seller”), which constitutes a Permitted Acquisition under the Credit Agreement.
C. Contemporaneous herewith, Joining Guarantor is joining and becoming a Guarantor under the Credit Agreement and the other Existing Financing Agreements pursuant to a certain Guarantor Joinder and Assumption Agreement dated of even date herewith, the form of which is attached hereto as Exhibit A.
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D. The Loan Parties have requested and the Administrative Agent and the Lenders have agreed, (i) to increase the Lenders’ Revolving Credit Commitments pursuant to Section 2.11 of the Credit Agreement, (ii) to increase the Lenders’ Term Loan Commitments, and (iii) to amend certain terms and provisions contained in the Credit Agreement, in each case subject to the terms and conditions set forth in this Amendment.
NOW THEREFORE, with the foregoing background hereinafter deemed incorporated by reference herein and made part hereof, the parties hereto, intending to be legally bound, promise and agree as follows:
1. Amendments to Credit Agreement. Upon the Effective Date, the Credit Agreement shall be amended as follows:
(a) Term Loan. Borrower has requested that the principal amount of the Term Loan be increased by $10,000,000. Accordingly, Administrative Agent and Lenders have agreed and are willing to advance additional funds and to cause the scheduled amortization of the Term Loan to be reset. Subject to the terms and conditions set forth in the Credit Agreement and this Amendment, and relying upon the representations and warranties set forth in the Credit Agreement and this Amendment, each Lender severally agrees to make an additional advance to the Borrower to be added to the current balance of the Term Loan (the “Increase”) as set forth on the amended and restated Schedule 1.1(C) attached hereto as Exhibit B, such that the principal balance of the Term Loan after such Increase shall equal $122,843,750.00. For all purposes under the Credit Agreement and other Existing Financing Agreements, “Term Loan” shall mean and include the Term Loan as increased pursuant to the terms of this Amendment.
(b) New Definitions. The following definitions of “Joining Guarantor” and “WJT Acquisition” shall be added to Section 1.1 of the Credit Agreement in the appropriate alphabetical order:
“Joining Guarantor” shall mean Xxxxx-Xxxxxxxx Warwick LLC, a Delaware limited liability company.
“WJT Acquisition” shall mean the purchase by Borrower and Joining Guarantor of certain assets of Wolverine Joining Technologies, LLC, a division of Wolverine Tube, Inc., pursuant to an Asset Purchase Agreement dated April 16, 2013, for a purchase price of approximately $60,000,000 (subject to certain adjustments).
(c) Scheduled Amortization of Term Loans. Section 3.3 of the Credit Agreement shall be amended and restated in its entirety as follows:
3.3 Scheduled Amortization of Term Loans. Subject to adjustment as a result of prepayments in accordance with the terms of this Agreement, the Borrower shall repay, and there shall become due and payable (together with accrued interest thereon), on each Principal Amortization Payment Date falling in each month listed
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below, if applicable, the aggregate principal amount of the Term Loans indicated opposite such month:
Date: | Amount: | Principal Remaining: | Amort. %: | |||||
05/01/13 | $2,156,250 | $120,687,500 | 1.725 | % | ||||
08/01/13 | $2,343,750 | $118,343,750 | 1.875 | % | ||||
11/01/13 | $2,343,750 | $116,000,000 | 1.875 | % | ||||
02/01/14 | $3,906,250 | $112,093,750 | 3.125 | % | ||||
05/01/14 | $3,906,250 | $108,187,500 | 3.125 | % | ||||
08/01/14 | $3,906,250 | $104,281,250 | 3.125 | % | ||||
11/01/14 | $3,906,250 | $100,375,000 | 3.125 | % | ||||
02/01/15 | $4,687,500 | $95,687,500 | 3.750 | % | ||||
05/01/15 | $4,687,500 | $91,000,000 | 3.750 | % | ||||
08/01/15 | $4,687,500 | $86,312,500 | 3.750 | % | ||||
11/01/15 | $4,687,500 | $81,625,000 | 3.750 | % | ||||
02/01/16 | $4,687,500 | $76,937,500 | 3.750 | % | ||||
05/01/16 | $4,687,500 | $72,250,000 | 3.750 | % | ||||
08/01/16 | $4,687,500 | $67,562,500 | 3.750 | % | ||||
11/01/16 | $4,687,500 | $62,875,000 | 3.750 | % | ||||
02/01/17 | $4,687,500 | $58,187,500 | 3.750 | % | ||||
05/01/17 | $4,687,500 | $53,500,000 | 3.750 | % | ||||
08/01/17 | $4,687,500 | $48,812,500 | 3.750 | % | ||||
Maturity Date | $48,812,500 | $0 | 39.050 | % | ||||
; provided that in any event any remaining unpaid principal amount of Term Loans shall be due and payable on the earlier of (a) the Maturity Date and (b) the date the Term Loans are declared due and payable pursuant to Section 9.2 [Consequences of Event of Default] (it being understood that if the Maturity Date is June 15, 2017, the August 1, 2017 payment shall not be applicable and the payment amount set forth opposite “Maturity Date” shall be increased accordingly).
(d) Indebtedness. Notwithstanding anything to the contrary contained in Section 8.2.1(v) of the Credit Agreement, the Borrower may, in the ordinary course of business, incur and permit to exist Indebtedness under commodities trading agreements for the purpose of hedging precious metals inventory associated with the WJT Acquisition and the operations of Joining Guarantor, but in no event may any such xxxxxx or agreements be for speculative purposes.
(e) Quarterly Financial Statements. Section 8.3.1 of the Credit Agreement shall be amended and restated in its entirety as follows:
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8.3.1 Quarterly Financial Statements. As soon as available and in any event within 45 days after the end of each fiscal quarter (other than the fiscal quarter ending December 31, for which the Borrower shall furnish or cause to be furnished financial statements in accordance with Section 8.3.2 hereof), quarterly unaudited financial statements of the Borrower, consisting of a consolidated and consolidating balance sheet as of the end of such fiscal quarter and related consolidated and consolidating statements of operations and comprehensive income and cash flows for the fiscal quarter then ended and the fiscal year through that date and for the corresponding periods in the preceding fiscal year, all in reasonable detail and certified (subject to normal year-end audit adjustments and the absence of footnotes) by the Chief Executive Officer, President or Chief Financial Officer of the Borrower as having been prepared in accordance with GAAP, consistently applied.
2. Use of Increase. The proceeds of the Increase advanced on the Effective Date shall be used to pay fees and expenses in connection herewith and shall be used to fund the WJT Acquisition.
3. Increase in Revolving Credit Commitments. Borrower hereby requests that the current Lenders increase their Revolving Credit Commitments collectively by an amount equal to $20,000,000 to an aggregate amount of $110,000,000 in accordance with Section 2.11 of the Credit Agreement, and each Lender hereby agrees, on the Effective Date, to increase its Revolving Credit Commitment in the amounts set forth on Schedule 1.1(C) attached to this Amendment. Schedule 1.1(C) attached hereto shall amend and restate in its entirety Schedule 1.1(C) attached to the Credit Agreement. The Administrative Agent hereby agrees that the foregoing is an acceptable acknowledgement of each Increasing Lender as required under Section 2.11.1.9 of the Credit Agreement and waives the five (5) day requirement thereunder.
4. Schedules. The Schedules to the Credit Agreement shall be amended and restated in their entirety and replaced with the updated Schedules attached hereto as Exhibit C. The Schedules to the Canadian Intellectual Property Security Agreement shall be amended and restated in their entirety and replaced with the updated Schedules attached hereto as Exhibit D.
5. Representations and Warranties. Each Loan Party hereby:
(a) reaffirms all representations and warranties made to Administrative Agent and Lenders under the Credit Agreement and all of the other Existing Financing Agreements and confirms that all are true and correct in all material respects as of the date hereof, in each case other than representations and warranties that relate to a specific date;
(b) reaffirms all of the covenants contained in the Credit Agreement and covenants to abide thereby until all Loans, Obligations and other liabilities of Loan Parties to
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Administrative Agent and Lenders, of whatever nature and whenever incurred, are satisfied and/or released by Administrative Agent and Lenders;
(c) represents and warrants that no Potential Default or Event of Default has occurred and is continuing under any of the Existing Financing Agreements;
(d) represents and warrants that since November 8, 2012, no event or development has occurred which has had or is reasonably likely to have a Material Adverse Change;
(e) represents and warrants that it has the authority and legal right to execute, deliver and carry out the terms of this Amendment, the A&R Notes (as defined below), and all related agreements, instruments, and documents to which such Loan Party is a party, that such actions were duly authorized by all necessary corporate or company action and that the officers executing this Amendment, the A&R Notes and any related agreements, instruments or documents on its behalf were similarly authorized and empowered, and that neither this Amendment, the A&R Notes, or any related agreements, instruments, or documents contravenes any provisions of its Articles of Incorporation or Certificate of Formation, as applicable and Bylaws or Operating Agreement, as applicable, or of any contract or agreement to which it is a party or by which any of its properties are bound; and
(f) represents and warrants that this Amendment, the A&R Notes, and all assignments, instruments, documents, and agreements executed and delivered by such Loan Party in connection herewith, are valid, binding and enforceable in accordance with their respective terms.
6. Security Interest. As security for the payment and performance of the Secured Obligations (as defined in the Security Agreement), and satisfaction by the Loan Parties of all covenants and undertakings contained in the Credit Agreement, the Loan Documents and the Existing Financing Agreements, the Borrower and each of the Existing Guarantors reconfirms the prior grant of the security interest in and first priority, perfected lien in favor of PNC Bank, National Association, in its capacity as Collateral Agent (as defined in the Security Agreement), for its benefit and the ratable benefit of each Secured Party (as defined in the Security Agreement), upon and to, all of its right, title and interest in and to the Collateral, whether now owned or hereafter acquired, created or arising and wherever located, and Joining Guarantor hereby assigns and grants in favor of PNC Bank, National Association, in its capacity as Collateral Agent, for its benefit and the ratable benefit of each Secured Party, a continuing first priority, perfected lien and security interest in and upon the Collateral (as defined in the Security Agreement) of Joining Guarantor, whether now owned or hereafter acquired or arising and wherever located.
7. Confirmation of Indebtedness. Loan Parties confirm and acknowledge that as of the close of business on April 25, 2013, Borrower was indebted to Administrative Agent and Lenders under the Credit Agreement in the aggregate principal amount of (i) $23,000,000.00 for the Revolving Credit Loans and (ii) $112,843,750.00 for the Term Loan, without any deduction, defense, setoff, claim or counterclaim, plus all fees, costs and expenses incurred to date in connection with the Credit Agreement and the other Loan Documents.
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8. Acknowledgment of Guarantors. Each Guarantor hereby covenants and agrees that the Continuing Agreement of Guaranty and Suretyship dated November 8, 2012, as amended, restated, supplemented and otherwise modified from time to time, shall remain in full force and effect and shall continue to cover the existing and future Obligations of Borrower and each other Guarantor (including Joining Guarantor) to Administrative Agent and Lenders under the Credit Agreement and the other Loan Documents.
9. Conditions Precedent/Effectiveness Conditions. This Amendment shall be effective upon (the “Effective Date”) the satisfaction of each of the following conditions (all documents to be in form and substance reasonably satisfactory to Administrative Agent and Administrative Agent’s counsel):
(a) Administrative Agent shall have received this Amendment duly executed by Lenders and all Loan Parties;
(b) Administrative Agent shall have received amended and restated revolving credit notes duly executed by the Borrower reflecting each Lender’s Revolving Credit Commitment (collectively, the “A&R Revolving Credit Notes”);
(c) Administrative Agent shall have received amended and restated term notes duly executed by the Borrower reflecting each Lender’s Term Loan Commitment (collectively, the “A&R Term Notes” and together with the A&R Revolving Credit Notes, the “A&R Notes”);
(d) Administrative Agent shall have received, on behalf of the Lenders, an upfront/amendment fee in the amount of $150,000, in immediately available funds, which fee shall be fully earned upon the date of this Amendment;
(e) Administrative Agent shall have received each of the agreements, instruments, certificates and documents listed on Exhibit E attached hereto; and
(f) Execution and/or delivery of all other agreements, instruments and documents requested by Agent to effectuate and implement the terms hereof.
10. Payment of Expenses. Loan Parties shall pay or reimburse Administrative Agent for its reasonable attorneys’ fees and expenses in connection with the preparation, negotiation and execution of this Amendment and the documents provided for herein or related hereto.
11. Reaffirmation of Existing Financing Agreements. Except as modified by the terms hereof, all of the terms and conditions of the Credit Agreement, as amended, and all other of the Existing Financing Agreements, are hereby reaffirmed and shall continue in full force and effect as therein written.
12. Release. As further consideration for Administrative Agent’s and Lenders’ agreement to grant the accommodations set forth herein, each Loan Party hereby waives and releases and forever discharges Administrative Agent and Lenders and their respective officers, directors, attorneys, agents and employees from any liability, damage, claim, loss or expense of any kind that
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Loan Parties, or any of them, may have against Administrative Agent or Lender arising out of or relating to the Obligations, this Amendment or the Loan Documents, other than any liability, damage, claim, loss or expense as a result of the gross negligence or willful misconduct of the Administrative Agent or any Lender.
13. Miscellaneous.
(a) No rights are intended to be created hereunder for the benefit of any third party donee, creditor, or incidental beneficiary.
(b) The headings of any paragraph of this Amendment are for convenience only and shall not be used to interpret any provision hereof.
(c) No modification hereof or any agreement referred to herein shall be binding or enforceable unless in writing and signed on behalf of the party against whom enforcement is sought.
(d) The terms and conditions of this Amendment shall be governed by the laws of the State of New York.
(e) This Amendment may be executed in any number of counterparts and by facsimile, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery by facsimile or electronic transmission shall bind the parties hereto.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first above written.
BORROWER: HANDY & XXXXXX GROUP LTD.
By: /s/ Xxxxx X. XxXxxx, Xx.
Name: Xxxxx X. XxXxxx, Xx.
Title: Senior Vice President
[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREENENT]
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EXISTING GUARANTORS: | ALLOY RING SERVICE INC. XXXXX LLC XXXXX ADHESIVES & FILMS, INC. XXXXX MED INTERNATIONAL LLC XXXXX PARTNERS, INC. XXXXX SIGNTECH, LTD. XXXXX VISCOR LTD. BAIRNCO CORPORATION XXXXXXXX METAL COATING CORPORATION EAST 74TH STREET HOLDINGS INC. XXXXXX RADIATOR CORPORATION ELE CORPORATION HANDY & XXXXXX HANDY & XXXXXX AUTOMOTIVE GROUP, INC. HANDY & XXXXXX ELECTRONIC MATERIALS CORPORATION HANDY & XXXXXX INTERNATIONAL, LTD. HANDY & XXXXXX OF CANADA, LIMITED HANDY & XXXXXX PERU, INC. HANDY & XXXXXX TUBE COMPANY, INC. HANDYTUBE CORPORATION H&H PRODUCTIONS, INC. INDIANA TUBE CORPORATION KASCO CORPORATION KASCO MEXICO LLC KJ-VMI REALTY, INC. XXXXX-XXXXXXXX, INC. MARYLAND SPECIALTY WIRE, INC. MICRO-TUBE FABRICATORS, INC. OCMUS, INC. OMG, INC. OMG ROOFING, INC. OMNI TECHNOLOGIES CORPORATION OF DANVILLE XXX-XXXX REALTY, INC. PLATINA LABORATORIES, INC. SHEFFIELD STREET CORPORATION SOUTHERN SAW ACQUISITION CORPORATION SWM, INC. WILLING B WIRE CORPORATION By: /s/ Xxxxx X. XxXxxx, Xx. Name: Xxxxx X. XxXxxx, Xx. Title: Senior Vice President |
ATLANTIC SERVICE COMPANY, LIMITED
[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREENENT]
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By: /s/ Xxxxx X. XxXxxx, Xx.
Name: Xxxxx X. XxXxxx, Xx.
Title: Treasurer
00 XXXXX XXXXXX NOMINEE TRUST
THE 0 XXXX XXXXXX NOMINEE TRUST
THE 00 XXXXX XXXXXX NOMINEE TRUST
By: /s/ Xxxxx X. XxXxxx, Xx.
Name: Xxxxx X. XxXxxx, Xx.
Title: Trustee
JOINING GUARANTOR: XXXXX-XXXXXXXX WARWICK LLC
By: /s/ Xxxxx X. XxXxxx, Xx.
Name: Xxxxx X. XxXxxx, Xx.
Title: Senior Vice President
[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREENENT]
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PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, Issuing Lender and a Lender
By: /s/ Xxxx X. Xxxxx
Name: Xxxx X. Xxxxx
Title: Senior Vice President
RBS CITIZENS, N.A., as a Lender
By: /s/ Xxxxx Xxxx
Name: Xxxxx Xxxx
Title: Vice President
U.S. BANK, NATIONAL ASSOCIATION, as a Lender
By: /s/ Xxxxxx Xxx
Name: Xxxxxx Xxx
Title: Vice President
BANK OF AMERICA, N.A., as a Lender
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Senior Vice President
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender
By: /s/ Xxxxxxx X. Xxxxx
Name: Xxxxxxx X. Xxxxx
Title: Senior Vice President
PEOPLE’S UNITED BANK, N.A., as a Lender
By: /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Sr. Commercial Relationship Manager, SVP
FIRST NIAGARA BANK, N.A., as a Lender
By: /s/ Xxxx Jellerine
Name: Xxxx Jellerine
Title: Vice President
[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREENENT]
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[SIGNATURE PAGE TO FIRST AMENDMENT TO CREDIT AGREENENT]
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Exhibit A
Form of Guarantor Joinder and Assumption Agreement
(See attached)
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GUARANTOR JOINDER AND ASSUMPTION AGREEMENT
THIS GUARANTOR JOINDER AND ASSUMPTION AGREEMENT is made as of April 26, 2013, by Xxxxx-Xxxxxxxx Warwick, LLC, a Delaware limited liability company (“New Guarantor”).
Background
Reference is made to (i) the Credit Agreement, dated as of November 8, 2012, as the same may be amended, restated, supplemented or otherwise modified from time to time (the “Credit Agreement”), by and among Handy & Xxxxxx Group Ltd., a Delaware corporation (the “Borrower”), each of the Guarantors now or hereafter party thereto, the Lenders now or hereafter party thereto (the “Lenders”) and PNC Bank, National Association, in its capacity as agent for the Lenders (in such capacity, the “Agent”), (ii) the Continuing Agreement of Guaranty and Suretyship (Subsidiary), dated as of November 8, 2012 as the same may be amended, restated, supplemented or otherwise modified from time to time (the “Guaranty”) of Guarantors given to the Agent as agent for the Lenders, (iii) the Security Agreement, dated as of November 8, 2012 as the same may be amended, restated, supplemented or otherwise modified from time to time (the “Security Agreement”) among the Loan Parties and the Agent as agent for the Lenders, (iv) the Pledge Agreement, dated as of November 8, 2012, as the same may be amended, restated, supplemented or otherwise modified from time to time (the “Pledge Agreement”) made by the Loan Parties in favor of the Agent, (v) the Intercompany Subordination Agreement, dated as of November 8, 2012, as the same may be amended, restated, supplemented or otherwise modified from time to time (the “Intercompany Subordination Agreement”) among the Loan Parties and the Agent for the benefit of the Lenders, (vi) Patent, Trademark and Copyright Security Agreement, dated as of November 8, 2012, as the same may be amended, restated, supplemented or otherwise modified from time to time (the “Patent, Trademark and Copyright Security Agreement”) among the Loan Parties party thereto and the Agent for the benefit of the Lenders and (vii) the other Loan Documents referred to in the Credit Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time (the “Loan Documents”).
Agreement
Capitalized terms defined in the Credit Agreement are used herein as defined therein.
New Guarantor hereby becomes a Guarantor under the terms of the Credit Agreement and in consideration of the value of the synergistic and other benefits received by New Guarantor as a result of being or becoming affiliated with the Borrower and the Guarantors, New Guarantor hereby agrees that effective as of the date hereof it hereby is, and shall be deemed to be, and assumes the obligations of, a “Loan Party” and a “Guarantor,” jointly and severally under the Credit Agreement, a “Guarantor,” jointly and severally with the existing Guarantors under the Guaranty, a “Company” jointly and severally under the Intercompany Subordination Agreement, a “Debtor” jointly and severally under the Security Agreement, a “Pledgor” jointly and severally under the Pledge Agreement and the Patent, Trademark and Copyright Security Agreement and a Loan Party or
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Guarantor, as the case may be, under each of the other Loan Documents to which the Loan Parties or Guarantors are a party; and, New Guarantor hereby agrees that from the date hereof and so long as any Loan or any Commitment of any Lender shall remain outstanding and until the payment in full of the Loans and the Notes, the expiration of all Letters of Credit, and the performance of all other obligations of the Loan Parties under the Loan Documents, New Guarantor shall perform, comply with, and be subject to and bound by each of the terms and provisions of the Credit Agreement, Guaranty, Security Agreement, Pledge Agreement, Intercompany Subordination Agreement, Patent, Trademark and Copyright Security Agreement and each of the other Loan Documents jointly and severally with the existing parties thereto. Without limiting the generality of the foregoing, New Guarantor hereby represents and warrants that (i) each of the representations and warranties set forth in Section 6 of the Credit Agreement shall be true and correct as to New Guarantor on and as of the date hereof (A) in the case of such representations and warranties qualified by materiality, in all respects and (B) in the case of such other representations and warranties, in all material respects, and (ii) New Guarantor has heretofore received a true and correct copy of the Credit Agreement, Guaranty, Security Agreement, Pledge Agreement, Intercompany Subordination Agreement, Patent, Trademark and Copyright Security Agreement and each of the other Loan Documents (including any modifications thereof or supplements or waivers thereto) in effect on the date hereof.
As security for the payment and performance of the Secured Obligations (as defined in the Security Agreement), and satisfaction by the Loan Parties of all covenants and undertakings contained in the Credit Agreement and the other Loan Documents, New Guarantor hereby assigns and grants in favor of Agent, for its benefit and the ratable benefit of each Secured Party (as defined in the Security Agreement), a continuing first priority, perfected lien and security interest in and upon the Collateral (as defined in the Security Agreement) of New Guarantor, whether now owned or hereafter acquired or arising and wherever located.
New Guarantor hereby makes, affirms, and ratifies in favor of the Secured Parties the Credit Agreement, Guaranty, Security Agreement, Pledge Agreement, Intercompany Subordination Agreement, Patent, Trademark and Copyright Security Agreement and each of the other Loan Documents given by the Guarantors to the Agent and any of the other Secured Parties.
New Guarantor is simultaneously delivering to the Agent the documents, together with this Guarantor Joinder and Assumption Agreement, required under Sections Section 7 [Conditions of Lending and Issuance of Letters of Credit] and 8.1.11 [Additional Guaranties and Collateral].
In furtherance of the foregoing, New Guarantor shall execute and deliver or cause to be executed and delivered at any time and from time to time such further instruments and documents and do or cause to be done such further acts as may be reasonably necessary in the reasonable opinion of Agent to carry out more effectively the provisions and purposes of this Guarantor Joinder and Assumption Agreement and the other Loan Documents.
New Guarantor acknowledges and agrees that a facsimile or electronic (i.e., “pdf” or “tif” format) transmission to the Agent or any other Secured Party of signature pages hereof purporting to be signed on behalf of New Guarantor shall constitute effective and binding execution and delivery
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hereof by New Guarantor and shall be effective as delivery of a manually executed counterpart of this Guarantor Joinder and Assumption Agreement.
NEW GUARANTOR SHALL CAUSE BORROWER TO PROVIDE SUCH ADDITIONAL DOCUMENTS AS REQUIRED BY SECTION 8.1.11 OF THE CREDIT AGREEMENT.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, and intending to be legally bound hereby, the New Guarantor has duly executed this Guarantor Joinder and Assumption Agreement and delivered the same to the Agent for the benefit of the Secured Parties, as of the date and year first above written with the intention that this Guarantor Joinder and Assumption Agreement constitute a sealed instrument.
ATTEST: Name: Title: | XXXXX-XXXXXXXX WARWICK, LLC By: Name: Title: |
Acknowledged and accepted:
PNC BANK, NATIONAL ASSOCIATION, as Agent
By:
Name:
Title:
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Exhibit B
Schedule 1.1(C)
(see attached)
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SCHEDULE 1.1(C)
COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
Page 1 of 3
Part 1 - Commitments of Lenders and Addresses for Notices to Lenders
Lender | Amount of Commitment for Revolving Credit Loans | Amount of Commitment for Term Loans | Commitment | Ratable Share (Approx) | |||||||
Name: PNC Bank, National Association Address 0000 Xxxxxx Xxxxxx, Xxxxxxxxxxxx, XX 00000 Attention: Xxxx X. Xxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 | $21,463,414.64 | $23,969,512.21 | $45,432,926.85 | 19.512 | % | ||||||
Name: RBS Citizens, N.A. Address: 000 Xxxxxxxxxxx Xxx., 0xx Xxxxx, Xxxxx Xxxxxx, XX 00000 Attention: Xxxxxxx Xxxxxxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 | $21,463,414.63 | $23,969,512.19 | $45,432,926.82 | 19.512 | % | ||||||
Name: U.S. Bank, National Association Address: 000 X 000xx Xxxxxx, Xxxxx 000, Xxxxxxxx, XX 00000 Attention: Xxxxxx Xxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 | $21,463,414.63 | $23,969,512.19 | $45,432,926.82 | 19.512 | % | ||||||
Name: Bank of America, NA Address: XxxxXxxxx 0, 000 Xxxxxx Xxxxxx. CT2-500-35-10 Xxxxxxxx, XX 00000 Attention: Xxxxxx Xxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 | $16,097,560.98 | $17,977,134.14 | $34,074,695.12 | 14.634 | % | ||||||
Name: Xxxxx Fargo Bank, National Association Address 00 Xxxx Xxxxxx, 0xx Xxxxx, Xxxxx Xxxxxx, XX 00000 Attention: Xxxxxxx X. Xxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 | $16,097,560.98 | $17,977,134.14 | $34,074,695.12 | 14.634 | % | ||||||
SCHEDULE 1.1(C)-1
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Name: People’s United Bank, National Association Address: 000 Xxxxxxx Xxxxxx, Xxxxxxxx, XX 00000 Attention: Xxxxx Xxxxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 | $8,048,780.48 | $8,988,567.08 | $17,037,347.56 | 7.317 | % | ||||||
Name: First Niagara Bank, National Association Address 000 Xxxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxxx, XX 00000 Attention: Xxxxx Xxxxxxx/Xxx Xxxxxx Telephone: (000) 000-0000 Telecopy: (000) 000-0000 | $5,365,853.66 | $5,992,378.05 | $11,358,231.71 | 4.878 | % | ||||||
Total | 110,000,000.00 | $122,843,750.00 | $232,843,750.00 | 100.000 | % | ||||||
SCHEDULE 1.1(C)-2
2061568-1
SCHEDULE 1.1(C)
COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
Page 3of 3
Part 2 - Addresses for Notices to the Borrower and Guarantors:
ADMINISTRATIVE AGENT
Name: | PNC BANK, National Association |
Address: | 0000 Xxxxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 |
Attention: | Xxxx X. Xxxxx |
Telephone: | (000) 000-0000 |
Telecopy: | (000) 000-0000 |
With a Copy To:
Agency Services, PNC Bank, National Association | |
Mail Stop: | P7-PFSC-04-I |
Address: | 000 Xxxxx Xxxxxx |
Xxxxxxxxxx, XX 00000 | |
Attention: | Agency Services |
Telephone: | (000) 0000000 |
Telecopy: | (000) 0000000 |
THE BORROWER AND GUARANTORS
Address: | 0000 Xxxxxxxxxxx Xxxxxx. Xxxxx X000 Xxxxx Xxxxxx, Xxx Xxxx 00000 |
Attention: | Chief Financial Officer |
Telephone: | (000) 000-0000 |
Telecopy: | (000) 000-0000 |
With a Copy To:
Name: | Xxxxxx Frome Wolosky LLP |
Address: | Park Avenue Tower, 00 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 |
Attention: | Xxxx X. Xxxxxxxx, Esq. |
Telephone: | (000) 000-0000 |
Telecopy: | (000) 000-0000 |
SCHEDULE 1.1(C)-3
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2061568-1
Exhibit C
Updated Schedules to Credit Agreement
(See attached)
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Schedule 1.1(B)
BORROWING BASE PARTIES
Entity | State of Formation |
Xxxxx Signtech, Ltd. | Texas |
Xxxxx Viscor Ltd. | Texas |
Xxxxx LLC | Delaware |
Atlantic Service Co. Ltd. (Canada) | Ontario |
Bairnco Corporation | Delaware |
Xxxxxxxx Metal Coating Corporation | Delaware |
East 74th Street Holdings Inc. (f/k/a Continental Industries, Inc.) | Oklahoma |
Handy & Xxxxxx | |
Handy & Xxxxxx Electronic Materials Corporation | Florida |
Handy & Xxxxxx Group Ltd. | Delaware |
Handy & Xxxxxx of Canada, Ltd. (Canada) | Ontario |
Handy & Xxxxxx Tube Company, Inc. | Delaware |
HandyTube Corporation | Delaware |
Indiana Tube Corporation | Delaware |
Kasco Corporation | Delaware |
Xxxxx-Xxxxxxxx, Inc. | Wisconsin |
Xxxxx-Xxxxxxxx Warwick LLC | Delaware |
Maryland Specialty Wire, Inc. | Delaware |
Micro-Tube Fabricators, Inc. | Delaware |
Ocmus Inc. | Indiana |
OMG Roofing, Inc. | Delaware |
OMG, Inc. | Delaware |
Omni Technologies Corporation of Danville | New Hampshire |
Southern Saw Acquisition Corporation | Delaware |
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SCHEDULE 1.1(E)(1)
EXCLUDED SUBSIDIARIES
NONE.
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SCHEDULE 1.1(E)(2)
EXISTING LETTERS OF CREDIT
Account Party | Beneficiary | Principal Amount | Date of Issuance | Maturity Date |
Handy & Xxxxxx | Zurich American Insurance Co. | $1,425,000 | 5/6/2004 | 7/26/2013 |
Handy & Xxxxxx on behalf of Bairnco Corporation | Liberty Mutual Insurance Co. | $1,350,000 | 9/20/2010 | 9/22/2013 |
Handy & Xxxxxx | Commissioner of New Jersey EPA | $878,000 | 5/7/2004 | 5/31/2013 |
HANDY & XXXXXX ELECTRONIC MATERIALS CORPORATION | Commonwealth of Massachusetts | $135,000 | 5/7/2004 | 3/31/2014 |
Handy & Xxxxxx of Canada, Limited | Ministry of the Environment | CAD 20,000.00 | 5/5/1998 | 12/5/2014 |
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Schedule 6.1.1
QUALIFICATIONS TO DO BUSINESS
Entity | Entity name as it appears on the state record | Domestic Jurisdiction | Jurisdiction Audited |
Alloy Ring Service, Inc. | ALLOY RING SERVICE, INC. | DE | DE |
Xxxxx Adhesives & Films, Inc. | XXXXX ADHESIVES & FILMS, INC. | TX | TX |
Xxxxx, LLC | XXXXX LLC | DE | AZ |
Xxxxx, LLC | XXXXX LLC | DE | CA |
Xxxxx, LLC | XXXXX LLC | DE | DE |
Xxxxx, LLC | XXXXX LLC | DE | FL |
Xxxxx, LLC | XXXXX, LLC | DE | GA |
Xxxxx, LLC | XXXXX, INC. | DE | IL |
Xxxxx, LLC | XXXXX LLC | DE | MA |
Xxxxx, LLC | XXXXX LLC | DE | MI |
Xxxxx, LLC | Xxxxx LLC | DE | MN |
Xxxxx, LLC | XXXXX, INC. | DE | NH |
Xxxxx, LLC | XXXXX LLC | DE | NJ |
Xxxxx, LLC | XXXXX, INC. | DE | OH |
Xxxxx, LLC | Xxxxx LLC | DE | PA |
Xxxxx, LLC | XXXXX, INC. | DE | RI |
Xxxxx, LLC | XXXXX, LLC DBA ARLON PRODUCTS, LLC | DE | TX |
Xxxxx, LLC | XXXXX LLC | DE | WA |
Xxxxx Med International LLC | XXXXX MED INTERNATIONAL LLC | DE | DE |
Xxxxx Partners, Inc. | XXXXX PARTNERS, INC. | DE | DE |
Xxxxx Partners, Inc. | XXXXX PARTNERS, INC. | DE | NC |
Xxxxx Signtech, Ltd. | XXXXX SIGNTECH, LTD. | TX | TX |
Xxxxx Viscor, Ltd. | XXXXX VISCOR LTD. | TX | TX |
Bairnco Corporation | BAIRNCO CORPORATION | DE | CA |
Bairnco Corporation | BAIRNCO CORPORATION | DE | DE |
Bairnco Corporation | BAIRNCO CORPORATION | DE | FL |
Bairnco Corporation | BAIRNCO CORPORATION | DE | NJ |
Bairnco Corporation | BAIRNCO CORPORATION | DE | OH |
Xxxxxxxx Metal Coating Corporation | XXXXXXXX METAL COATING CORPORATION | DE | XX |
Xxxxxxxx Metal Coating Corporation | XXXXXXXX METAL COATING XXXXXXXXXXX | XX | XX |
Xxxx 00xx Xxxxxx Holdings Inc. (f/k/a CONTINENTAL INDUSTRIES, INC.) | East 74th Street Holdings Inc. | OK | OK |
XXXXXX RADIATOR CORPORATION | XXXXXX RADIATOR CORPORATION | TX | CT |
XXXXXX RADIATOR CORPORATION | XXXXXX RADIATOR CORPORATION | TX | NY |
XXXXXX RADIATOR CORPORATION | XXXXXX RADIATOR CORPORATION | TX | OH |
XXXXXX RADIATOR CORPORATION | XXXXXX RADIATOR CORPORATION | TX | RI |
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Entity | Entity name as it appears on the state record | Domestic Jurisdiction | Jurisdiction Audited |
XXXXXX RADIATOR CORPORATION | XXXXXX RADIATOR CORPORATION | TX | TX |
ELE CORPORATION | ELE CORPORATION | CA | CA |
HANDY & XXXXXX | HANDY & XXXXXX | NY | CA |
HANDY & XXXXXX | HANDY & XXXXXX | NY | CT |
HANDY & XXXXXX | HANDY & XXXXXX (INC) | NY | IL |
HANDY & XXXXXX | HANDY & XXXXXX | NY | MA |
HANDY & XXXXXX | HANDY & XXXXXX | NY | MI |
HANDY & XXXXXX | HANDY & XXXXXX | NY | NJ |
HANDY & XXXXXX | HANDY & XXXXXX | NY | NY |
HANDY & XXXXXX | HANDY & XXXXXX | NY | OH |
HANDY & XXXXXX | HANDY & XXXXXX, INC. | NY | RI |
Handy & Xxxxxx Automotive Group, Inc. | HANDY & XXXXXX AUTOMOTIVE GROUP, INC. | DE | CT |
Handy & Xxxxxx Automotive Group, Inc. | HANDY & XXXXXX AUTOMOTIVE GROUP, INC. | DE | DE |
HANDY & XXXXXX ELECTRONIC MATERIALS CORPORATION | HANDY & XXXXXX ELECTRONIC MATERIALS CORPORATION | FL | FL |
HANDY & XXXXXX ELECTRONIC MATERIALS CORPORATION | HANDY & XXXXXX ELECTRONIC MATERIALS CORPORATION | FL | NJ |
HANDY & XXXXXX ELECTRONIC MATERIALS CORPORATION | HANDY & XXXXXX ELECTRONIC MATERIALS CORPORATION | DE | PA |
HANDY & XXXXXX ELECTRONIC MATERIALS CORPORATION | HANDY & XXXXXX ELECTRONIC MATERIALS CORPORATION | FL | RI |
HANDY & XXXXXX GROUP LTD. | HANDY & XXXXXX GROUP LTD. | DE | DE |
Handy & Xxxxxx International, Ltd. | HANDY & XXXXXX INTERNATIONAL, LTD. | DE | DE |
Handy & Xxxxxx Peru, Inc. | HANDY & XXXXXX PERU, INC. | DE | DE |
HANDY & XXXXXX TUBE COMPANY, INC. | HANDY & XXXXXX TUBE COMPANY, INC. | DE | DE |
HANDY & XXXXXX TUBE COMPANY, INC. | HANDY & XXXXXX TUBE COMPANY | DE | NJ |
HANDY & XXXXXX TUBE COMPANY, INC. | HANDY & XXXXXX TUBE COMPANY, INC. | DE | PA |
Handytube Corporation | HANDYTUBE CORPORATION | DE | DE |
H&H Productions, Inc. | H&H PRODUCTIONS, INC. | DE | DE |
INDIANA TUBE CORPORATION | INDIANA TUBE CORPORATION | DE | DE |
INDIANA TUBE CORPORATION | INDIANA TUBE CORPORATION | DE | IN |
INDIANA TUBE CORPORATION | INDIANA TUBE CORPORATION | DE | TX |
Kasco Corporation | Kasco Corporation | DE | AL |
Kasco Corporation | KASCO SERVICES CORPORATION | DE | NJ |
Kasco Corporation | KASCO SERVICES CORPORATION | DE | NC |
Kasco Corporation | KASCO CORPORATION | DE | AR |
Kasco Corporation | KASCO CORPORATION | DE | AZ |
Kasco Corporation | KASCO CORPORATION WHICH WILL DO BUSINESS IN CALIFORNIA AS KASCO SERVICES CORPORATION | DE | CA |
Kasco Corporation | KASCO CORPORATION | DE | CO |
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Entity | Entity name as it appears on the state record | Domestic Jurisdiction | Jurisdiction Audited |
Kasco Corporation | KASCO CORPORATION | DE | CT |
Kasco Corporation | KASCO CORPORATION | DE | DC |
Kasco Corporation | KASCO CORPORATION | DE | DE |
Kasco Corporation | KASCO CORPORATION (DELAWARE) | DE | GA |
Kasco Corporation | KASCO CORPORATION | DE | HI |
Kasco Corporation | KASCO SERVICES CORPORATION | DE | IA |
Kasco Corporation | KASCO CORPORATION | DE | ID |
Kasco Corporation | KASCO CORPORATION | DE | IL |
Kasco Corporation | KASCO CORPORATION | DE | IN |
Kasco Corporation | KASCO CORPORATION | DE | KS |
Kasco Corporation | KASCO CORPORATION | DE | KY |
Kasco Corporation | KASCO CORPORATION (OF DELAWARE) | DE | LA |
Kasco Corporation | KASCO CORPORATION | DE | MA |
Kasco Corporation | KASCO CORPORATION | DE | MD |
Kasco Corporation | KASCO CORPORATION | DE | ME |
Kasco Corporation | KASCO SERVICES CORPORATION | DE | MI |
Kasco Corporation | KASCO SERVICES CORPORATION | DE | MN |
Kasco Corporation | KASCO SERVICES CORPORATION | DE | MO |
Kasco Corporation | KASCO CORPORATION | DE | XX |
Xxxxx Corporation | KASCO CORPORATION | DE | MT |
Kasco Corporation | KASCO CORPORATION | DE | ND |
Kasco Corporation | KASCO CORPORATION | DE | NE |
Kasco Corporation | KASCO CORPORATION | DE | NH |
Kasco Corporation | KASCO CORPORATION | DE | NM |
Kasco Corporation | KASCO CORPORATION | DE | NY |
Kasco Corporation | KASCO CORPORATION | DE | OH |
Kasco Corporation | KASCO CORPORATION | DE | OK |
Kasco Corporation | KASCO CORPORATION, A DELAWARE CORPORATION | DE | OR |
Kasco Corporation | KASCO CORPORATION | DE | PA |
Kasco Corporation | KASCO CORPORATION | DE | RI |
Kasco Corporation | KASCO CORPORATION | DE | SC |
Kasco Corporation | KASCO CORPORATION | DE | SD |
Kasco Corporation | KASCO CORPORATION | DE | TN |
Kasco Corporation | KASCO CORPORATION DBA KASCO SERVICES CORPORATION | DE | TX |
Kasco Corporation | KASCO SERVICES CORPORATION | DE | UT |
Kasco Corporation | KASCO CORPORATION | DE | VA |
Kasco Corporation | KASCO CORPORATION | DE | VT |
Kasco Corporation | KASCO CORPORATION | DE | WA |
Kasco Corporation | KASCO CORPORATION | DE | WI |
Kasco Corporation | KASCO CORPORATION | DE | WV |
Kasco Corporation | Kasco Corporation | DE | WY |
Kasco Mexico LLC | KASCO MEXICO LLC | DE | DE |
KJ-VMI Realty, Inc. | KJ-VMI REALTY, INC. | DE | DE |
XXXXX XXXXXXXX, INC. | XXXXX-XXXXXXXX, INC. | WI | WI |
Xxxxx-Xxxxxxxx Warwick LLC | Xxxxx-Xxxxxxxx Warwick, LLC | DE | XX |
Xxxxx-Xxxxxxxx Warwick LLC | Xxxxx-Xxxxxxxx Warwick LLC | DE | TN |
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Entity | Entity name as it appears on the state record | Domestic Jurisdiction | Jurisdiction Audited |
MARYLAND SPECIALTY WIRE, INC. | MARYLAND SPECIALTY WIRE, INC. | DE | DE |
MARYLAND SPECIALTY WIRE, INC. | MARYLAND SPECIALTY WIRE, INC. | DE | NY |
Micro-Tube Fabricators, Inc. | MICRO-TUBE FABRICATORS, INC. | DE | DE |
Micro-Tube Fabricators, Inc. | MICRO-TUBE FABRICATORS, INC. | DE | NJ |
Micro-Tube Fabricators, Inc. | MICRO-TUBE FABRICATORS, INC. | DE | PA |
Ocmus, Inc. | OCMUS INC. | IN | IN |
OMG, INC. | OMG, INC. | DE | CT |
OMG, INC. | OMG, INC. | DE | DE |
OMG, INC. | OMG, INC. | DE | MA |
OMG, INC. | OMG, INC. | DE | NV |
OMG Roofing, Inc. | OMG ROOFING, INC. | DE | DE |
OMG Roofing, Inc. | OMG ROOFING, INC. | DE | IL |
OMG Roofing, Inc. | OMG ROOFING, INC. | DE | MA |
OMNI Technologies Corp. of Danville | OMNI TECHNOLOGIES CORPORATION OF DANVILLE | NH | NH |
XXX-XXXX REALTY, INC. | XXX-XXXX REALTY, INC. | DE | DE |
PLATINA LABORATORIES, INC. | PLATINA LABORATORIES, INC. | XX | XX |
Xxxxxxxxx Xxxxxx Xxxxxxxxxxx | XXXXXXXXX XXXXXX CORPORATION | CT | CT |
Southern Saw Acquisition Corp. | SOUTHERN SAW ACQUISITION CORPORATION | DE | GA |
Southern Saw Acquisition Corp. | SOUTHERN SAW ACQUISITION CORPORATION | DE | DE |
SUMCO INC. | OCMUS INC. | IN | IN |
WILLING B WIRE CORPORATION | WILLING B WIRE CORPORATION | DE | DE |
SWM, Inc. | SOUTH WINDSOR METALLURGICAL, INC. | DE | CT |
SWM, Inc. | SWM, INC. | DE | DE |
OMG, INC. | OLYMPIC MANUFACTURING GROUP INC | DE | TX |
OMG, INC. | OMG, INC. | DE | NY |
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Schedule 6.1.2
SUBSIDIARIES
US Entities:
Name | Jurisdiction of Organization | Equity Interest |
Alloy Ring Service, Inc. | Delaware | 100% by Handy & Xxxxxx |
Xxxxx Adhesives & Films, Inc. | Texas | 100% by Xxxxx LLC |
Xxxxx MED International LLC | Delaware | 100% by Xxxxx LLC |
Xxxxx Partners, Inc. | Delaware | 100% by Xxxxx LLC |
Xxxxx Signtech, Ltd. | Texas | 1% by Xxxxx Adhesives & Films, Inc. 99% by Xxxxx Partners, Inc. |
Xxxxx Viscor Ltd. | Texas | 1% by Xxxxx Adhesives & Films, Inc. 99% by Xxxxx Partners, Inc. |
Xxxxx, LLC | Delaware | 100% by Bairnco Corporation |
Atlantic Service Company, Limited | Canada | 100% by Kasco Corporation |
Bairnco Corporation | Delaware | 100% by Handy & Xxxxxx Group Ltd. |
Xxxxxxxx Metal Coating Corporation | Delaware | 100% by Handy & Xxxxxx |
East 74th Street Holdings Inc.(f/k/a Continental Industries, Inc.) | Oklahoma | 100% by Handy & Xxxxxx |
Xxxxxx Radiator Corporation | Texas | 100% by Handy & Xxxxxx |
Ele Corporation | California | 100% by Handy & Xxxxxx Electronic Materials Corporation |
H&H Productions, Inc. | Delaware | 100% by Handy & Xxxxxx |
Handy & Xxxxxx | 100% by Handy & Xxxxxx Group Ltd. | |
Handy & Xxxxxx Automotive Group, Inc. | Delaware | 100% by Handy & Xxxxxx |
Handy & Xxxxxx Electronic Materials Corporation | Florida | 100% by Handy & Xxxxxx |
Handy & Xxxxxx Group Ltd. | Delaware | 100% by Handy & Xxxxxx Ltd. |
Handy & Xxxxxx International, Ltd. | Delaware | 100% by Handy & Xxxxxx |
Handy & Xxxxxx of Canada, Limited | Ontario, Canada | 100% by Handy & Xxxxxx |
Handy & Xxxxxx Tube Company, Inc. | Delaware | 100% by Handy & Xxxxxx |
HandyTube Corporation | Delaware | 100% by Handy & Xxxxxx |
Handy & Xxxxxx ELE (Asia) SND.BHD. | Malaysia | 100% by Handy & Xxxxxx |
Indiana Tube Corporation | Delaware | 100% by Handy & Xxxxxx |
Kasco Corporation | Delaware | 100% by Bairnco Corporation |
Kasco Mexico LLC | Delaware | 100% by Kasco Corporation |
KJ-VMI Realty, Inc. | Delaware | 100% by Handy & Xxxxxx |
Xxxxx-Xxxxxxxx, Inc. | Wisconsin | 100% by Handy & Xxxxxx |
Xxxxx-Xxxxxxxx Warwick LLC | Delaware | 100% by Xxxxx-Xxxxxxxx, Inc. |
Maryland Specialty Wire, Inc. | Delaware | 100% by Handy & Xxxxxx |
Micro-Tube Fabricators, Inc. | Delaware | 100% by Handy & Xxxxxx |
Ocmus Inc. | Indiana | 100% by Handy & Xxxxxx |
OMG Roofing, Inc. | Delaware | 100% by OMG, Inc. |
OMG, Inc. | Delaware | 100% by Handy & Xxxxxx |
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Name | Jurisdiction of Organization | Equity Interest |
Omni Technologies Corporation of Danville | New Hampshire | 100% by Handy & Xxxxxx |
Xxx-Xxxx Realty, Inc. | Delaware | 100% by Handy & Xxxxxx |
Platina Laboratories, Inc. | Delaware | 100% by Handy & Xxxxxx |
Sheffield Street Corporation | Connecticut | 100% by Handy & Xxxxxx |
Southern Saw Acquisition Corporation | Delaware | 100% by Kasco Corporation |
SWM, Inc. | Delaware | 100% by Handy & Xxxxxx |
Willing B Wire Corporation | Delaware | 100% by Handy & Xxxxxx |
00 Xxxxx Xxxxxx Nominee Trust | Massachusetts | 100% by Handy & Xxxxxx Electronic Materials Corporation (Beneficiary) |
00 Xxxxx Xxxxxx Nominee Trust | Massachusetts | 100% by Handy & Xxxxxx Electronic Materials Corporation (Beneficiary) |
0 Xxxx Xxxxxx Nominee Trust | Massachusetts | 100% by Handy & Xxxxxx Electronic Materials Corporation (Beneficiary) |
Non-US / Canadian Entities:
Name | Jurisdiction of Organization | Equity Interest |
Arlon Materials for Electronic Co., Ltd. | China | 100% owned by Xxxxx MED International, LLC |
Xxxxx Material Technologies Co., Ltd. | China | 100% owned by Xxxxx MED International, LLC |
Xxxxx India Private Limited | India | 100% by Xxxxx, LLC |
Kasco Ensambly S.A. De CV | Mexico | 100% by Kasco Mexico, LLC |
Atlantic Service Company, (UK) Ltd. | United Kingdom | 100% by Kasco Corporation |
Xxxxxxx & Xxxx, G.m.b.H. | Germany | 100% by Kasco Corporation |
Indiana Tube Solutions de Mexico, S. De RL de CV | Mexico | 99% by Indiana Tube Corporation 1% by Handy & Xxxxxx |
Handy & Xxxxxx UK Holdings Limited | England & Wales | 100% by Handy & Xxxxxx International, Ltd. |
Handy & Xxxxxx (Europe) Limited | England & Wales | 100% by Handy & Xxxxxx UK Holdings Limited |
Xxxxx-Maryland (Stainless) Limited | England & Wales | 100% by Handy & Xxxxxx (Europe) Limited |
Handy & Xxxxxx Management Holdings (HK) Ltd. | Hong Kong | 100% by Handy & Xxxxxx Netherlands, B.V. |
Xxxxx Xxxxxxxx Riberac, S.A. | Riberac, France | 100% by Handy & Xxxxxx Netherlands, B.V. |
Xxxxx Xxxxxxxx Hong Kong, Ltd. | Hong Kong | 100% by Handy & Xxxxxx Management Holdings (HK) Ltd. |
Xxxxx Xxxxxxxx Brazing Materials (Suzhou) Co. Ltd. | Suzhou, China | 100% by Xxxxx Xxxxxxxx Hong Kong, Ltd. |
Other Equity Interests:
Current Legal Entities Owned | Percent Pledged |
Mizuno Handy & Xxxxxx Co., Ltd. | 5% owned by Handy & Xxxxxx |
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Schedule 6.1.14
ENVIRONMENTAL DISCLOSURES
1. Handy & Xxxxxx (“H&H”)
H&H has been working with the Connecticut Department of Environmental Protection (“CTDEP”) with respect to its obligations under a 1989 consent order that applies to a property in Connecticut that H&H sold in 2003 (“Sold Parcel”) and an adjacent parcel (“Adjacent Parcel”) that together with the Sold Parcel comprises the site of a former H&H manufacturing facility. Remediation of all soil conditions on the Sold Parcel was completed on April 6, 2007, although H&H performed limited additional work on that site, solely in furtherance of now concluded settlement discussions between H&H and the purchaser of the Sold Parcel. Although no groundwater remediation is required, quarterly groundwater monitoring will be required through 2013 to verify no environmental impacts to the sold parcel. On September 11, 2008, the CTDEP advised H&H that it had approved H&H’s December 28, 2007 Soil Action Remediation Action Report (as amended by an addendum letter dated July 15, 2008), thereby concluding the active remediation of the Sold Parcel. Approximately $29.0 million was expended through December 31, 2009, and the remaining remediation and monitoring costs for the Sold Parcel are expected to approximate $0.2 million. H&H previously received reimbursement of $2.0 million from an insurance company under a cost-cap insurance policy and in January 2010, net of attorney’s fees, H&H received $1.034 million as the final settlement of H&H’s claim for additional insurance coverage relating to the Sold Parcel. H&H also has been conducting an environmental investigation of the Adjacent Parcel, and is continuing the process of evaluating various options for its remediation of the Adjacent Parcel.
2. Handy & Xxxxxx Electronic Materials Corporation (“HHEM”)
HHEM entered into an administrative consent order (the “ACO”) in 1986 with the New Jersey Department of Environmental Protection (“NJDEP”) with regard to certain property that it purchased in 1984 in New Jersey. The ACO involves investigation and remediation activities to be performed with regard to soil and groundwater contamination. HHEM and H&H settled a case brought by the local municipality in regard to this site in 1998 and also settled with certain of its insurance carriers. HHEM is actively remediating the property and continuing to investigate effective methods for achieving compliance with the ACO. A remedial investigation report was filed with the NJDEP in December 2007. By letter dated December 12, 2008, NJDEP issued its approval with respect to additional investigation and remediation activities discussed in the December 2007 remedial investigation report. HHEM anticipates entering into discussions with NJDEP to address that agency’s natural resource damage claims, the ultimate scope and cost of which cannot be estimated at this time. Pursuant to a settlement agreement with the former owner/operator of the site, the responsibility for site investigation and remediation costs (as well as any other costs as defined in the settlement agreement) related to or arising from environmental contamination on the property (collectively, “Costs”) are contractually allocated 75% to the former owner/operator (with separate guaranties by the two joint venture partners of the former owner/operator for 37.5% each) and 25% jointly to HHEM and H&H after the first $1.0 million. The $1.0 million was paid solely by the former owner/operator. As of June 30, 2012, over and above the $1.0 million, total investigation and remediation costs of approximately $2,267,337 and $690,000 (excluding utilities) have been expended by the former owner/operator and HHEM, respectively, in accordance with the settlement agreement. Additionally, HHEM indirectly is currently being reimbursed through insurance coverage for a portion of the Costs for which HHEM is responsible. HHEM believes that there may be additional excess insurance coverage for the Costs which it intends to pursue as
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necessary. HHEM anticipates that there will be additional remediation expenses to be incurred once a remediation plan is finalized.
3. Handy & Xxxxxx (“H&H”)
In August 2006, H&H received a notice letter from the United States Environmental Protection Agency (“EPA”) formally naming H&H as a PRP at a superfund site in Massachusetts (the “Superfund site”). H&H is part of a thirteen member PRP Group organized to work cooperatively regarding remediation of the Superfund site. On June 13, 2008, H&H executed a participation agreement, consent decree and settlement trust (which has been executed by all of the other PRPs as well). The PRP Group consists of both chemical and radiological PRPs. H&H is a chemical PRP not a radiological PRP. On December 9, 2008, the EPA lodged the consent decree with the United States District Court for the District of Massachusetts and the consent decree was entered. On March 11, 2009, H&H executed a financial guaranty of H&H’s obligations in connection with the Superfund site. The remediation of radiological contamination at the site, under the direction of the Department of Energy (“DOE”), was completed in 2011. Additional financial contributions will be required in late 2012 or early 2013 following EPA’s approval of the DOE’s radiological remediation work.
4. Handy & Xxxxxx Electronic Materials Corporation (“HHEM”)
HHEM is continuing to comply with a 1987 consent order from the Massachusetts Department of Environmental Protection (“MADEP”) to investigate and remediate the soil and groundwater conditions at its former manufacturing facility in North Attleboro, Massachusetts (the “MA Property”). On January 20, 2009, HHEM filed with MADEP a partial Class A-3 Response Action Outcome Statement (“XXX-P”) and an Activity & Use Limitation (“AUL”) for the MA Property. By letter dated March 24, 2009, MADEP advised HHEM that the XXX-P did not require a comprehensive audit. By letter dated April 16, 2009, the MADEP advised HHEM that a MADEP AUL Audit Inspection conducted on March 18, 2009 did not identify any violations of the requirements applicable to the AUL. Together, the March 24 and April 16 MADEP letters, combined with HHEM’s Licensed Site Professional’s partial XXX opinion, constitute confirmation of the adequacy of HHEM’s investigation of the MA Property as well as its remediation and post closure monitoring plans. On March 31, 2010, the Massachusetts Attorney General executed a covenant not to xxx (CNTS) to cover the MA Property. On April 1, 2010, HHEM filed a Remedy Operation Status. On June 30, 2010, HHEM filed a Class A-3 XXX closure report. This report was based on HHEM’s Licensed Site Professional concluding that groundwater monitoring had demonstrated that the remediation had stabilized the groundwater conditions at the site. The MADEP will audit the report, and either approve it (permitting closure of the site) or request additional information / investigation.
5. Handy & Xxxxxx Electronic Materials Corporation (“HHEM”)
HHEM, through a real estate trust, owns property adjacent to its former 00 Xxx Xxxxxx facility located at 0 Xxxx Xxxxxx, Xxxxx Xxxxxxxxx, XX. Certain metals were observed on the property. HHEM retained a consultant to investigate the site and “close” the matter in accordance with the Massachusetts Contingency Plan regulations. As a result of soil testing, the consultant concluded that the metals are likely related to on-site fill material and there is no significant risk associated with the property. Consequently no remediation will be necessary and a “closure report” was submitted in April of 2012.
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6. OMNI Technologies Corporation of Danville (“Omni)
The New Hampshire Department of Environmental Services previously directed Omni to obtain a five year groundwater monitoring permit to conduct monitoring to determine the long term trend of Trichloroethylene (“TCE”) in the groundwater at the property. Biannual groundwater monitoring in nineteen xxxxx has been conducted since the Third Quarter of 2009 and will be on-going through the Second Quarter of 2014. The general trend thus far is that TCE concentrations have decreased. At the conclusion of the five year monitoring event in 0000, Xxx Xxxxxxxxx XXX will determine whether to allow additional monitoring and natural attenuation of the TCE or require an alternative remedial approach.
7. Handy & Xxxxxx Tube Company, Inc. (“HH Tube”)
HH Tube ceased operations at a plant in Norristown, PA in December 2006. The ground water below the site is primarily contaminated with Trichloroethylene (“TCE”) and was reported to PADEP in 1979. Since 1982, a pump and treat system has been in continuous operation extracting TCE from two water xxxxx located on the property. The TCE levels have demonstrated a declining trend and are reported monthly through the NPDES permit.
TCE was found in soil and water samples from core borings taken beneath the concrete in the Commercial Mill Degreaser pit during the site characterization study that was conducted in 2007. A two-phase vacuum extraction (“TPVE”) system was installed in the degreaser area in September 2007 to accelerate the TCE removal from the groundwater and soil. Both systems have extracted more than 2,300 pounds (about 190 gallons) of TCE to date. The TPVE system and continuing pump and treat operation will be integrated into the final remediation proposal for the State.
Recently, the groundwater in the area between the plant parking lot and the unnamed tributary that crosses the Site was fully characterized and was identified as having elevated concentrations of site related contaminants. Site related compounds were also detected in monitoring xxxxx and private xxxxx on an adjacent down-gradient private property. As a result of these findings and discussions with the State an interim remedial action program was designed, implemented and completed in mid-2012. The interim remedial actions included soil excavation and thermal treatment on-site, construction of a subsurface water collection system and connection to the plant treatment systems. It is expected that these remedial actions will have removed a significant amount of contamination. Monitoring of the existing plant treatment system and effectiveness of the interim remedial measures will be on-going while a final remedial approach for the entire site is being formulated.
8. Handy & Xxxxxx (“H&H”)
In 1987, H&H closed a manufacturing facility located at Eddy Street, Providence, RI. In 2004, H&H sold the property, but retained remediation liability for the chlorinated volatile organic compounds (“VOCs”) contamination in site soils and groundwater that had been discovered in 1987. In 1996, a Supplemental Remedial Investigation Report was prepared in accordance with a Rhode Island Department of Environmental Management (“RIDEM”) approved work plan. In 1997, a subsequent Limited Remedial Action Work Plan was prepared to address the identified soil and groundwater impacts. In 1999, a soil vapor extraction system (“SVES”) was installed to address elevated VOC concentrations at depth. The SVES operated from January 2000 through September 28, 2001 and removed an estimated 900 pounds of TCE. As required by RIDEM,
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H&H submitted a Remedial Action Work Plan (“RAWP”) on February 16, 2007. The RAWP proposed excavation and off-Site disposal of the deep impacted soils, capping of the site, and the implementation of an Environmental Land Usage Restriction (“ELUR”). The ELUR restricts residential use of the property and requires sub-slab ventilation systems beneath any buildings developed on the property. Per the request of RIDEM, a Revised RAWP (“RRAWP”) was submitted in February 2008. RIDEM approved the RRAWP in April 2008 and the approved deep soil excavation work was completed in the Second Quarter of 2008. The soil excavation remediation was very successful and resulted in acceptable groundwater monitoring results which completed the groundwater requirements for the site. The only remaining remediation activity was the installation of an asphalt cap. H&H had an agreement with the property owner to pay a portion ($150,000) towards the cap. The cap was completed in October 2010 and a RIDEM compliance letter was received in March 2011. Final payment was subsequently made to the owner.
9. Xxxxxx Radiator Corporation (“Xxxxxx Radiator”)
In 1992 Xxxxxx Radiator took ownership of a property located at 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxx, XX that had been the site of manufacturing operations conducted by a different subsidiary of H&H from 1964 to 1979. The property is contaminated with chlorinated solvents and petroleum hydrocarbons. Xxxxxx Radiator sold the property to a third party in June 2010 but remains liable to complete the investigation and remediation of the property. Xxxxxx Radiator completed the final investigation of the site and submitted a report to CTDEP in June 2011 which included proposed remedial actions. The proposed actions included an excavation of oily contaminated soil and in-situ chemical oxidation injection program. The CTDEP recently issued an injection permit to inject chemicals to destroy subsurface contaminants. The soil excavation was completed in July 2012 and the injection well program was started in September 2012 but has been delayed due to site access restrictions as a result of a water main break and temporary plant closure. It is expected that the injection work will re-start in the Second Quarter of 2013.
10. Handy & Xxxxxx Automotive Group (“HHAG”)
HHAG conducted manufacturing operations for a number of years prior to1987 at a property it owned at 0000 Xxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxx. In March 1987, HHAG sold the property to Industrial Development Group (“IDG”). Because of chlorinated solvent contamination found in the soil and groundwater at that time, HHAG agreed to install and maintain for one year a “pump and treat” system required by a Consent Agreement with the Connecticut Department of Environmental Protection (“CTDEP”). HHAG also agreed to be responsible for all testing required by the Consent Agreement for one year after the closing. HHAG complied with those obligations.
The agreement between HHAG and IDG stated that HHAG would not be responsible for any environmental conditions relating to the Property not caused by HHAG. However, the agreement also stated that HHAG would remain responsible for groundwater contamination at the Property until the CTDEP determined that no further remedial action was necessary. The CTDEP still has not issued such a determination. An escrow account in the amount of $150,000 was created at the time of sale to pay for environmental remediation costs of which $50,000 remains. Under the terms of the Escrow Agreement, the money cannot be released to HHAG until the CTDEP determines that the groundwater remediation is complete. In August 2010, HHAG and IDG agreed to jointly hire a consultant to complete the steps necessary to obtain closure of the site. The consultant completed additional soil and groundwater testing and concluded in a March 2012 Phase III report that the recent data showed the site conditions, except for an up-gradient
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plume from an off-site source, meet the CTDEP remediation standards. Consequently no further remediation by HHAG should be necessary
11. Xxxxx Adhesives & Films, Inc. (“AAF”)
AAF is a PRP at the Omega Chemical Superfund site. In 1995 the US EPA issued a “Notice Letter” to over 170 PRPs (including AAF) that had sent waste to the Omega site for disposal. Many of the PRP’s formed a working group known as OPOG which AAF joined. OPOG commenced remediation activities in the immediate area surrounding the Omega recycling facility pursuant to a 1995 Unilateral Administrative Order. In 2001 a Consent Decree required OPOG to install a local pump & treat groundwater remediation system which started operating in 2009. In 2009, an Administrative Order on Consent was executed to govern remediation of indoor air contamination in a nearby building. A second Consent Decree has been negotiated to cover remediation of On Site Soils. An interim soil vapor extraction system has been constructed. In August 2010, the Remediation Investigation/Feasibility Study for OU-2, the proposed remediation of regional groundwater downstream of the Omega site, was issued. OPOG is negotiating with the EPA concerning the extent of OPOG’s responsibility for the OU-2 clean up, and the Record of Decision has not yet been issued. Two third party litigations arose concerning the Omega Site. The first litigation was initiated by Angeles Chemical Company claiming that contamination from the Omega Site damaged its property. That suit has been stayed until sometime after the OU-2 ROD is issued. The second litigation was brought by a group of employees who worked at nearby buildings alleging personal injuries from contact with the indoor air. That suit was filed against OPOG, not the individual members. That suit was settled in June 2012. AAF has agreed to a 0.52% share of OPOG assessments, although there are OPOG wide allocation negotiations with other parties which could result in a reduction of that percentage.
12. Handy & Xxxxxx Tube Company, Inc. (“HH Tube”)
HH Tube is a potentially responsible party (“PRP”) at the Chemclene Superfund site located in Malverne, PA. A system has been in operation for several years at the site. The site was capped and some solvent vapor extraction and soil excavation has been done. A bioremediation groundwater treatment system was installed in August 2009. Both systems are expected to be operational for the next five to ten years in order to achieve remediation. HH Tube’s share is currently estimated at 1.88%.
13. Camdel Metals Corporation (now known as HandyTube Corporation)
Chem-Solv is a solvent recycling facility located in Cheswold, DE that operated during the 1980’s. A fire and explosion at the facility resulted in a releases of solvents to soil and groundwater. Soils were remediated by the State. Camdel Metals, along with approximately thirty other PRPs have been actively remediating the groundwater through a pump and treat system. Remediation is nearing completion as most contaminants have declined below regulatory levels. However, recently the USEPA indicated that it wants reimbursement for past response costs totaling $316,202 for a 10 year period between 1997 and 2007. The PRP Group objected to this request but initiated discussion towards a settlement. USEPA has rejected the Group’s initial offer. Camdel Metals has a 5.37% share.
14. Camdel Metals Corporation/Handy & Xxxxxx Tube Company, Inc.
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Spectron, Maryland is a former manufacturing and solvent recycling facility that dates back to the 1800s. Reportedly, the solvent recycling operations were used by Handy & Xxxxxx’x subsidiaries Camdel Metals Corporation (now known as HandyTube Corporation) and Handy & Xxxxxx Tube Company, Inc. The site has been undergoing cleanup for more than 15 years and several hundred companies were identified as PRPs including the two H&H subsidiaries. A number of PRP settlements and agreements have been reached with the USEPA. The Company is currently awaiting final legal notification of no further involvement at this site.
15. Chemetco
In 2011, Sumco Inc. (now known as Ocmus, Inc.) was identified by the USEPA as a potentially responsible party (“PRP”) in the Chemetco Superfund site in Hartford, Illinois. Chemetco Inc. was a former secondary copper smelter which operated from 1969 to 2001. It appears that at some point during that period, Sumco sent certain materials to Chemetco. Recently other identified PRPs formed a preliminary PRP Group to develop comprehensive "waste-in" list that would be the percentage basis for an allocation of the Group costs and work with the agency and PRP members to perform investigative and/or remedial work at the site. The initial administrative cost of $5000 to join the PRP Group was paid in the Second Quarter of 2012. As this is in the very early stages of the PRP involvement and no comprehensive member allocation has been finalized, no further cost estimates can be developed and no additional PRP assessment is expected this year.
16. Xxxxxxxx/Puritan, Inc. Superfund Site
By letter dated November 2, 2012, the United States Environmental Protection Agency (“USEPA”) (Region 1) served a notice of potential liability and request for information (“Section 104 Request”) on Handy & Xxxxxx Ltd. (“HNH”) with respect to Operable Unit Two of the Xxxxxxxx/Puritan, Inc. Superfund Site in Cumberland, Rhode Island. The Section 104 Request seeks information concerning the disposal activities of Handy & Xxxxxx Refining Company (“HHRC”) (a former company/division) and Handy & Xxxxxx Electronic Materials Corporation (“HHEM”) at the X.X. Xxxxx Landfill (which is part of Operable Unit Two). From information provided by USEPA as part of the Section 104 Request, it appears that HHRC and HHEM’s disposal activities involved mostly general trash, paper, cardboard and cafeteria waste. According to USEPA, approximately $2,538,446 has been expended to date on remediation activities. HNH is currently reviewing the Section 104 Request.
17. Xxxxx-Xxxxxxxx Warwick LLC
On April 26, 2013, Xxxxx-Xxxxxxxx Warwick LLC (the “Company”) acquired a brazing and soldering products manufacturing facility located at 000 Xxxxxxx Xxxxxx, Xxxxxxx, Xxxxx Xxxxxx (the “Property”). The Property had been previously determined to contain certain volatile organic compounds (“VOCs”) in groundwater above applicable regulatory limits, which, from available information, emanated from an unknown, off-site source located upgradient from the Property. At present, the Company does not believe that there is any additional material remediation action at the Property required by law.
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Schedule 6.1.17
LABOR AGREEMENTS
The Borrower is not a party to any collective bargaining or similar agreements.
Other collective bargaining agreements applicable to the Guarantors:
• | Xxxxx Materials for Electronics Division and Silicone Technologies Division – with International Chemical Workers Union Council and United Food and Commercial Workers (Expires September 25, 2015) |
• | Indiana Tube Corporation – with Chauffeurs, Teamsters and Helpers (Expires October 18, 2013) |
• | Xxxxxxxx Metal Coating Corporation – with United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union (Expires March 17, 2015) |
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Schedule 8.2.1
EXISTING PERMITTED INDEBTEDNESS
Company | Name and Address of Payee | Principal Balance | Nature of Debt | Term | |
HANDY & XXXXXX GROUP LTD. | TD Equipment Finance | $936,002.76 | Equipment capital lease | Matures 2014 | |
Handy & Xxxxxx | PROTECHNO | $1,094,909 | Intercompany Loan | ||
Bairnco Corporation | HANDY & XXXXXX LTD. | $4,477,847 | Intercompany Loan | ||
OMG INC. HITACHI CAPITAL AMERICA | HITACHI CAPITAL AMERICA CORP 000 XXXXXXXXXXX XXX XXXXXXX, XX 00000 | $47,186.66 | CAP LEASE | 09/22/15 | |
Xxxxxx Leasing | XXXXXX LEASING XX XXX 00000 XXXXXXXXXXXX, XX 00000-0000 | $286.74 | CAP LEASE | 10/19/12 | |
Xxxxx Fargo Financial | XXXXX FARGO FINANCIAL LEASING 000 XXX-XXXXX XXXXXXXXXXXXX, XXXXX 000 XXXXXXXXXXXX, XX 00000 | $2,087.79 | CAP LEASE | 08/04/13 | |
Xxxxx Fargo Financial | XXXXX FARGO FINANCIAL LEASING 000 XXX-XXXXX XXXXXXXXXXXXX, XXXXX 000 XXXXXXXXXXXX, XX 00000 | $2,087.79 | CAP LEASE | 08/04/13 | |
Xxxxx Fargo Financial | XXXXX FARGO FINANCIAL LEASING 000 XXX-XXXXX XXXXXXXXXXXXX, XXXXX 000 XXXXXXXXXXXX, XX 00000 | $2,087.79 | CAP LEASE | 08/04/13 | |
Xxxxx Fargo Financial | XXXXX FARGO FINANCIAL LEASING 000 XXX-XXXXX XXXXXXXXXXXXX, XXXXX 000 XXXXXXXXXXXX, XX 00000 | $1,266.96 | CAP LEASE | 08/04/13 | |
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Company | Name and Address of Payee | Principal Balance | Nature of Debt | Term | |
Xxxxx Fargo Financial | XXXXX FARGO FINANCIAL LEASING 000 XXX-XXXXX XXXXXXXXXXXXX, XXXXX 000 XXXXXXXXXXXX, XX 00000 | $1,266.96 | CAP LEASE | 08/04/13 | |
Xxxxx Fargo Financial | XXXXX FARGO FINANCIAL LEASING 000 XXX-XXXXX XXXXXXXXXXXXX, XXXXX 000 XXXXXXXXXXXX, XX 00000 | $933.74 | CAP LEASE | 08/04/13 | |
Xxxxx Fargo Financial | XXXXX FARGO FINANCIAL LEASING 000 XXX-XXXXX XXXXXXXXXXXXX, XXXXX 000 XXXXXXXXXXXX, XX 00000 | $3,864.42 | CAP LEASE | 01/10/14 | |
Xxxxx Fargo Financial | XXXXX FARGO FINANCIAL LEASING 000 XXX-XXXXX XXXXXXXXXXXXX, XXXXX 000 XXXXXXXXXXXX, XX 00000 | $3,864.28 | CAP LEASE | 01/10/14 | |
Xxxxx Fargo Financial | XXXXX FARGO FINANCIAL LEASING 000 XXX-XXXXX XXXXXXXXXXXXX, XXXXX 000 XXXXXXXXXXXX, XX 00000 | $5,681.75 | CAP LEASE | 08/03/14 | |
De Lage Landed Financial | 000 XXX XXXXX XXXXXX XX XXXXX, XX 00000 | $6,144.38 | CAP LEASE | 08/31/14 | |
Xxxxx Fargo Financial | XXXXX FARGO FINANCIAL LEASING 000 XXX-XXXXX XXXXXXXXXXXXX, XXXXX 000 XXXXXXXXXXXX, XX 00000 | $10,084.15 | CAP LEASE | 11/15/14 | |
Xxxxx Fargo Financial | Xxxxx Fargo Financial Leasing 000 Xxx-Xxxxx Xxxxxxxxxxxxx, Xxxxx 000 Xxxxxxxxxxxx, XX 00000 | $3,659.85 | CAP LEASE | 11/17/10 | |
Associated Integrated Supply | ASSOCIATED INTEGRATED SUPPLY CHAIN SOLUTIONS 000 X. XXXXX XX XXXXXXX, XX 00000-0000 | $8,077.09 | CAP LEASE | 04/30/17 | |
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Company | Name and Address of Payee | Principal Balance | Nature of Debt | Term | |
Associated Integrated Supply | ASSOCIATED INTEGRATED SUPPLY CHAIN SOLUTIONS 000 X. XXXXX XX XXXXXXX, XX 00000-0000 | $8,077.09 | CAP LEASE | 04/30/17 | |
ASSOCIATED INTEGRATED SUPPLY | ASSOCIATED INTEGRATED SUPPLY CHAIN SOLUTIONS 000 X. XXXXX XX XXXXXXX, XX 00000-0000 | $8,077.09 | CAP LEASE | 04/30/17 | |
Associated Integrated Supply | ASSOCIATED INTEGRATED SUPPLY CHAIN SOLUTIONS 000 X. XXXXX XX XXXXXXX, XX 00000-0000 | $6,446.64 | CAP LEASE | 04/30/17 | |
Canon Business Solutions | CANON FINANCIAL SERVICES, INC. 00000 XXXXXXXXXXX XXXXXX XXXXX XXXXXXX, XX 00000 | $3,259.53 | CAP LEASE | 08/04/13 | |
Canon Business Solutions | CANON FINANCIAL SERVICES, INC. 00000 XXXXXXXXXXX XXXXXX XXXXX XXXXXXX, XX 00000 | $2,411.89 | CAP LEASE | 08/04/13 | |
Canon Business Solutions | CANON FINANCIAL SERVICES, INC. 00000 XXXXXXXXXXX XXXXXX XXXXX XXXXXXX, XX 00000 | $2,411.89 | CAP LEASE | 08/04/13 | |
Canon Business Solutions | CANON FINANCIAL SERVICES, INC. 00000 XXXXXXXXXXX XXXXXX XXXXX XXXXXXX, XX 00000 | $2,473.95 | CAP LEASE | 09/30/13 | |
Canon Business Solutions | CANON FINANCIAL SERVICES, INC. 00000 XXXXXXXXXXX XXXXXX XXXXX XXXXXXX, XX 00000 | $1,099.53 | CAP LEASE | 09/30/13 | |
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Company | Name and Address of Payee | Principal Balance | Nature of Debt | Term | |
Canon Business Solutions | CANON FINANCIAL SERVICES, INC. 00000 XXXXXXXXXXX XXXXXX XXXXX XXXXXXX, XX 00000 | $3,459.39 | CAP LEASE | 09/09/13 | |
Canon Business Solutions | CANON FINANCIAL SERVICES, INC. 00000 XXXXXXXXXXX XXXXXX XXXXX XXXXXXX, XX 00000 | $2,368.22 | CAP LEASE | 10/18/13 | |
Canon Business Solutions | Canon Financial Services, Inc. 00000 Xxxxxxxxxxx Xxxxxx Xxxxx Xxxxxxx, XX 00000 | $5,768.90 | CAP LEASE | 02/28/14 | |
Canon Business Solutions | Canon Financial Services, Inc. 00000 Xxxxxxxxxxx Xxxxxx Xxxxx Xxxxxxx, XX 00000 | $2,475.08 | CAP LEASE | 12/31/14 | |
OMG INC. | EARN OUT AGREEMENT TIGER CLAW XXX. 000 XXXX XXXXXX XXXXXXX XX 00000 | Earn-out payments based on a percentage of net sales to be made on or before January 31, 2013 with respect to the 2012 calendar year. | Contingent Consideration | MATURES 12/31/12 | |
OMG INC. | PURCHASE XXXXX XXXXXX-XXX-XXXXXXX XXXXXXX 0-00 00000 XXXXXXX XXXXXXX | EURO 585,980.00 | Purchase of screws forming machines | Payments made upon occurrence of certain benchmarks | |
INDIANA TUBE | AIR PRODUCTS AND CHEMICALS, INC. 0000 XXXXXXXX XXXXXXXXX, XXXXXXXXX XX 00000 | $62,326 | EQUIPMENT | 22 MONTHS REMAINING (9/14/14) | |
Indiana Tube | CIT TECHNOLOGY FINANCING SERVICE, 00000 XXXXXXX XXXXX, XXXXXXX XX 00000 | $613 | Equipment | 3 MONTHS REMAINING (01/31/13) | |
Indiana Tube | IKON Financial Services, 0000 Xxxx Xx, Xxxxx XX 00000 | $1347 | Equipment | 5 MONTHS REMAINING (03/31/13) | |
Indiana Tube | IKON FINANCIAL SERVICES, 0000 XXXX XX, XXXXX XX 00000 | $1860 | Equipment | 5 MONTHS REMAINING (03/31/13) | |
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Company | Name and Address of Payee | Principal Balance | Nature of Debt | Term | |
XXXXX XXXXXXXX MILWAUKEE | KRONOS INCORPORATED 000 XXXXXXXXX XXXX XXXXXXXXXX, XX 00000 | $10,651 | EQUIPMENT LEASE | XXXXXXX 00/31/13 | |
XXXXX MILHAUPT MILWAUKEE | PRESIDO TECHNOLOGY CAPITAL LLC X.X. XXX 000000 XXXXXXX, XX 00000-0000 | $31,363 | Equipment Lease | Matures 08/31/14 | |
XXXXX MATERIAL TECHNOLOGIES (SUZHOU) CO., LTD. | Agriculture Bank of China, Suzhou H-N Industrial Development | $2,000,000 | Secured by Mortgage | 07/27/13 | |
Xxxxx Material Technologies (Suzhou) Co., Ltd | AGRICULTURAL BANK OF CHINA, SUZHOU H-N INDUSTRIAL DEV. ZONE 65 SHISHAN ROAD, SUZHOU NEW DISTRICT 215011 | $425,275 | SECURED BY ACCOUNTS RECEIVABLE & AR INSURANCE (REVOLVER) INTEREST RATE 1.45% | MATURES 10/25/12 | |
Xxxxx Material Technologies (Suzhou) Co., Ltd | AGRICULTURAL BANK OF CHINA, SUZHOU H-N INDUSTRIAL DEV. ZONE 65 SHISHAN ROAD, SUZHOU NEW DISTRICT 215011 | $492,734 | SECURED BY ACCOUNTS RECEIVABLE & AR INSURANCE (REVOLVER) INTEREST RATE 1.43% | MATURES 11/22/12 | |
Xxxxx Material Technologies (Suzhou) Co., Ltd | AGRICULTURAL BANK OF CHINA, SUZHOU H-N INDUSTRIAL DEV. ZONE 65 SHISHAN ROAD, SUZHOU NEW DISTRICT 215011 | $485,207 | SECURED BY ACCOUNTS RECEIVABLE & AR INSURANCE (REVOLVER) INTEREST RATE 0.66% | MATURES 12/25/12 | |
MICRO-TUBE FABRICATORS | KONICA MINOLTA PREMIER FINANCE PO XXX 000000 XXXXXXXXXXXX XX 00000-0000 | $21,309 | BIZ HUB C280 | Matures 4/30/15 | |
Atlantic Service Company Limited (Kasco Canada) | Toronto Dominion | $725,000.00 CAD | LINE OF CREDIT UP TO $1,000,000.00 CAD | REVIEWED ANNUALLY APRIL 30TH | |
GUARANTEES
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Company | Name and Address of Payee | Principal Balance | Nature of Debt | Term |
Handy & Xxxxxx | American Express Co. | Corporate Credit Cards | ||
Handy & Xxxxxx Group Ltd. | American Express Co. | Corporate Credit Cards | ||
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Schedule 8.2.2
EXISTING PERMITTED LIENS
Debtor | State | Jurisdiction | Original File Date and Number | Secured Party | Type of Collateral | Related Filings |
Xxxxx (Inc. or LLC). | DE | Department of State: Division Of Corporations | 10/19/2007 2007 3958955 | CIT Communications Finance Corporation | Equipment | |
Xxxxx (Inc. or LLC) | DE | Department of State: Division Of Corporations | 2/18/2010 2010 0537914 | Air Liquide Industrial U.S. LP | Equipment | |
Camdel Metals Corporation | DE | Department of State: Division Of Corporations | 7/27/2010 2010 2598393 | Okaya (U.S.A.), Inc. | Equipment | |
XXXXXXXX METAL COATING CORPORATION | DE | Department of State: Division Of Corporations | 12/19/07 4801188 | Coilplus-Ohio, Inc. | Equipment | |
XXXXXXXX METAL COATING CORPORATION | DE | Department of State: Division Of Corporations | 4/17/2009 2009 1223459 | Macsteel Service Centers USA | Equipment | |
Handy & Xxxxxx Group Ltd. | DE | Department of State: Division Of Corporations | 12/13/2011 2011 4771914 | TD Equipment Finance, Inc. | Equipment | |
Handy & Xxxxxx of Canada Limited | CAN | Ontario | 12/16/11 675104274 | TD Equipment Finance, Inc. | Equipment | |
Handy & Xxxxxx Tube Company, Inc. | DE | Department of State: Division Of Corporations | 5/27/2009 2009 1662961 | Toyota Tsusho America, Inc. | Equipment | |
Indiana Tube Corporation | DE | Department of State: Division Of Corporations | 5/7/2008 2008 1588993 | Toyota Motor Credit Corporation | Equipment | |
Indiana Tube Corporation | DE | Department of State: Division Of Corporations | 5/6/2008 2008 1597903 | Toyota Motor Credit Corporation | Equipment | |
Indiana Tube Corporation | DE | Department of State: Division Of Corporations | 11/29/2011 2011 4550672 | Toyota Motor Credit Corporation | Equipment | |
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Debtor | State | Jurisdiction | Original File Date and Number | Secured Party | Type of Collateral | Related Filings |
Xxxxx-Xxxxxxxx, Inc. | WI | Department of Financial Institutions | 12/17/2007 070017200212 | Solacom Capital, LLC Xxxxx Fargo Financial Leasing, Inc. | Equipment | |
Xxxxx-Xxxxxxxx, Inc. | WI | Department of Financial Institutions | 10/31/2008 080015124114 | NMHG Financial Services, Inc. | Equipment | |
Xxxxx-Xxxxxxxx, Inc. | WI | Department of Financial Institutions | 4/28/2010 1000005173925 | GFC Leasing | Equipment | |
Xxxxx-Xxxxxxxx, Inc. | WI | Department of Financial Institutions | 7/26/2010 1000008997336 | GFC Leasing | Equipment | |
Xxxxx-Xxxxxxxx, Inc. | WI | Department of Financial Institutions | 10/7/2011 110012317923 | GFC Leasing | Equipment | |
Xxxxx-Xxxxxxxx, Inc. | WI | Department of Financial Institutions | 8/29/2011 110010562317 | Presidio Technology Capital, LLC | Equipment | |
Xxxxx-Xxxxxxxx, Inc. | WI | Department of Financial Institutions | 1/3/2011 110000061916 | Orbian Financial Services II, LLC | Liens in connection with the sale of Specified Factor Accounts | |
Micro-Tube Fabricators, Inc. | DE | DEPARTMENT OF STATE: DIVISION OF CORPORATIONS | 10/1/2012 2012 3766229 | Makino Inc. | Equipment | |
OMG, Inc. | DE | Department of State: Division Of Corporations | 7/27/2007 2007 2841699 | Crown Credit Company | Equipment | |
OMG, Inc. | DE | Department of State: Division Of Corporations | 7/27/2007 2007 2841723 | Crown Credit Company | Equipment | |
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Debtor | State | Jurisdiction | Original File Date and Number | Secured Party | Type of Collateral | Related Filings |
OMG, Inc. | DE | Department of State: Division Of Corporations | 8/21/2007 2007 3185930 | Crown Credit Company | Equipment | |
OMG, Inc. | DE | Department of State: Division Of Corporations | 2/22/2008 2008 0649796 | Crown Credit Company | Equipment | |
OMG, Inc. | DE | Department of State: Division Of Corporations | 10/23/2008 2008 3580337 | Crown Credit Company | Equipment | |
Sumco Inc. | IN | Secretary of State | 2/2/2009 200900000896852 | GBC Metals, LLC | Equipment | Amendment 6/29/09 |
Sumco Inc. | IN | Secretary of State | 8/21/2009 200900006770748 | Xxxxxxx Transmission, Inc. | Equipment | |
Sumco Inc. | IN | Secretary of State | 1/28/2010 201000000831712 | Toyota Motor Credit Corporation | Equipment | |
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Schedule 8.2.4
EXISTING PERMITTED INVESTMENTS
Payor | Payee | Nature of Investment | Balance |
Handy & Xxxxxx Ltd. | Handy & Xxxxxx | Pension Loan | $91,478,966* |
* - EXPECTED TO BE FORGIVEN PURSUANT TO SECTION 8.2.5(VIII) OF THE CREDIT AGREEMENT
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Exhibit D
Updated Schedules to Canadian Intellectual Property Security Agreement
(See attached)
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SCHEDULE A
TO
INTELLECTUAL PROPERTY SECURITY AGREEMENT
LIST OF REGISTERED PATENTS, TRADEMARKS,
TRADE NAMES, COPYRIGHTS AND DESIGNS
TO
INTELLECTUAL PROPERTY SECURITY AGREEMENT
LIST OF REGISTERED PATENTS, TRADEMARKS,
TRADE NAMES, COPYRIGHTS AND DESIGNS
Patents:
Entity | Title | Status | Serial Number | Filing Date | Issue Date |
Continental Industries, Inc. | Alternative Ignition System for Exothermic Reaction Mold Device | Pending | 2783347 | 06/25/10 | |
Xxxxx-Xxxxxxxx, Inc. | Brazing Material | Pending | 2,688,325 | 5/27/2008 | |
Xxxxx-Xxxxxxxx, Inc. | Brazing Material | Pending | 2,687,926 | 12/4/2009 | |
Omni Technologies | Brazing Material with Continuous Length Layer of Elastomer Containing a Flux | Pending | 2,629,176 | 11/9/2006 | |
OMG, Inc. | Deck Screws Suitable for Use With Composite Lumber | Granted | 2,457,398 | 05-Aug-2002 | 14-Dec-2010 |
OMG, Inc. | Deck Screws Suitable for Use With Composite Lumber | ExamReq | 2,715,673 | 05-Aug-2002 | |
OMG, Inc. | Vented Roof Drain Insert | Granted | 2,257,777 | 06-Jan-1999 | 05-Nov-2002 |
OMG, Inc. | Adhesive Dispenser System | ExamReq | 2,591,502 | 15-Jun-2007 | |
OMG, Inc. | Plug Finishing System and Tool Therefor | Filed | 2,685,166 | 28-Apr-2008 | |
OMG, Inc. | Self-Drilling Bolt and Nut Assembly | ExamReq | 2,781,763 | 26-Oct-2010 | |
OMG, Inc. | Deck Board Fastener With Concave Prongs | Granted | 2,506,970 | 10-May-2005 | 21-Apr-2009 |
OMG, Inc. | Fastener for Grooved or Slotted Decking Members | Granted | 2,584,953 | 16-Apr-2007 | 17-Jul-2012 |
OMG, Inc. | Fastener for Grooved or Slotted Decking Members | ExamReq | 2,777,636 | 16-Apr-2007 | |
OMG, Inc. | Roofing Washer-Dispensing and Fastener-Driving Machine | Granted | 2,121,094 | 12-Apr-1994 | 24-Nov-1998 |
OMG, Inc. | Roofing Washer Magazine for Barbed Roofing Washers | Granted | 2,169,405 | 13-Feb-1996 | 04-Jan-2000 |
OMG, Inc. | Roofing Washer-Dispensing and Fastener-Driving Machine | Granted | 2,268,615 | 12-Apr-1999 | 11-Jan-2005 |
OMG, Inc. | Seam Plate for Retaining Roof Decking Membrane | Granted | 2,412,965 | 27-Nov-2002 | 04-Jul-2006 |
OMG, Inc. | Roof Decking Membrane Welding System and Method | Granted | 2,414,581 | 17-Dec-2002 | 30-Sep-2008 |
OMG, Inc. | Substrate With Membrane Seam Plates Fixed Thereon for Precise Placement of Seam Plates on Roof Decking Assemblies | Granted | 2,461,479 | 22-Mar-2004 | 07-Dec-2010 |
OMG, Inc. | Easy Drive Concrete Fastener System | Granted | 2,194,104 | 30-Dec-1996 | 15-Jun-1999 |
OMG, Inc. | Gripping Plate for Attaching Roofing Membrane | Granted | 2,208,918 | 27-Jun-1997 | 25-Dec-2001 |
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Entity | Title | Status | Serial Number | Filing Date | Issue Date |
OMG, Inc. | Stress Plate With Angled Hole | Granted | 2,222,820 | 28-Nov-1997 | 07-Aug-2001 |
OMG, Inc. | Stress Plate with Depending Sleeve | Granted | 2,243,342 | 16-Jul-1998 | 07-Oct-2003 |
OMG, Inc. | Seam Plate, for Retaining Roof Decking Membranes, Having Means for Preventing Interlocking of Adjacent Plates | Granted | 2,517,749 | 31-Aug-2005 | 09-Feb-2010 |
OMG, Inc. | Seam Plate for Retaining Roof Decking Membrane | Granted | 2,393,997 | 17-Jul-2002 | 06-Jun-2006 |
OMG, Inc. | Hand Held Induction Tool | Granted | 2,392,078 | 02-Nov-2000 | 22-Feb-2005 |
OMG, Inc. | Method of Adhesive Bonding by Induction Heating | Granted | 2,458,353 | 02-Nov-2000 | 10-Jul-2007 |
OMG, Inc. | Portable Induction Heating Tool for Soldering Pipes | Granted | 2,560,420 | 28-Feb-2005 | 05-Jun-2012 |
OMG, Inc. | Portable Induction Heating Tool for Soldering Pipes | ExamReq | 2,772,608 | 28-Feb-2005 | |
OMG, Inc. | Method and Apparatus for Attaching a Membrane Roof Using Induction Heating of a Susceptor | ExamReq | 2,602,753 | 20-Mar-2006 | |
OMG, Inc. | Induction Seaming Tapes, Systems and Methods | Granted | 2,486,862 | 30-May-2003 | 09-Aug-2011 |
OMG, Inc. | Induction Seaming Tapes, Systems and Methods | ExamReq | 2,744,156 | 30-May-2003 | |
OMG Roofing, Inc. | Roof Edge Anchoring Devices for Building Structures | Granted | CA 2091397 | 1996-01-09 | |
E. Trademarks:
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Entity | Title | Status | Serial Number | Filing Date | Issue Date |
Handy & Xxxxxx of Canada, Limited | Fos-Flo – Canada | TMA038290 | |||
Atlantic Service Company, Limited | HOOK-EYE | TMDA38290/132,227 | |||
Continental Industries, Inc. | Continental | Registered | 155,566/305012 | 05/17/67 | |
Continental Industries, Inc. | Geo-Stab | Registered | TMA809243/1,478,667 | 04/27/10 | |
Continental Industries, Inc. | Thermoweld | Registered | 155,565/305011 | 05/17/67 | |
Handy & Xxxxxx | Silver Saver | 173310/325228 | 8/19/1969 | ||
Handy & Xxxxxx | Precium | 217864/0387530 | 7/7/1975 | ||
Handy & Xxxxxx | Fos-Flo | 132227/0274036 | 2/18/1963 | ||
Handy & Xxxxxx | XX and design | 147589/290446 | 7/2/1965 | ||
OMG, Inc. | Alumaweld | Registered | TMA509,325/864,321 | 16-Dec-1997 | 15-Mar-1999 |
OMG, Inc. | Classic | Renewal Filed | TMA479,042/779,071 | 29-Mar-1995 | 25-Jul-1997 |
OMG, Inc. | Headlok | Registered | TMA814,548/1,510,134 | 05-Jan-2011 | 21-Dec-2011 |
OMG, Inc. | Hercules | Registered | TMA494,590/779,070 | 29-Mar-1995 | 14-May-1998 |
OMG, Inc. | Ledgerlok | Registered | TMA818,574/1,510,133 | 05-Jan-2011 | 28-Feb-2012 |
OMG, Inc. | Loftlok | Filed | 1,510,128 | 05-Jan-2011 | |
OMG, Inc. | Quickflow | Registered | TMA540,243/868,329 | 05-Feb-1998 | 24-Jan-2001 |
OMG, Inc. | Retrodrain | Renewed | TMA352,589/595,613 | 18-Nov-1987 | 03-Mar-1989 |
OMG, Inc. | Retroweld | Registered | TMA486,120/775,663 | 16-Feb-1995 | 24-Nov-1997 |
OMG, Inc. | Rhinotrac | Filed | 1,594,911 | 19-Sep-2012 | |
OMG, Inc. | Thrulok | Filed | 1,510,127 | 05-Jan-2011 | |
OMG, Inc. | Thrupoint | Filed | 1,598,877 | 13-Aug-2012 | |
OMG, Inc. | Trio | Filed | 1,589,876 | 13-Aug-2012 | |
OMG, Inc. | Trusslok | Registered | TMA814,547/1,510,136 | 05-Jan-2011 | 21-Dec-2011 |
OMG, Inc. | Trusslok-Z | Registered | TMA814,546/1,510,132 | 05-Jan-2011 | 21-Dec-2011 |
OMG, Inc. | U-Flow | Renewed | TMA292,009/505,114 | 10-Jun-1983 | 15-Jun-1984 |
OMG, Inc. | Tiger Claw | Registered | TMA688,756/1,307,754 | 20-Jun-2006 | 31-May-2007 |
OMG, Inc. | Accuseam | Filed | 1,594,912 | 19-Sep-2012 | |
OMG, Inc. | Accutrac | Filed | 1,594,913 | 19-Sept-2012 | |
OMG, Inc. | Sinch Technology | Registered | TMA661,200/1,228,788 | 26-Aug-2004 | 22-Mar-2006 |
OMG, Inc. | The Simple Solution in Fastening | Registered | TMA661,360/1,228,787 | 26-Aug-2004 | 24-Mar-2006 |
F. Trade Names:
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Company/Subsidiary | List of All Other Names Used on Any Filings with the Canada Revenue Agency |
Handy & Xxxxxx of Canada, Limited | • Xxxxx-Xxxxxxxx Toronto (DBA) |
Atlantic Service Company, Limited | • Kasco Canada (DBA) • Compagnie Atlantic Service LTEE |
G. Copyrights:
Nil.
H. Designs:
Entity | Title | Status | Serial Number | Filing Date | Issue Date |
Continental Industries, Inc. | Battery, Switch and Voltage Indicator Device (Design Patent) | Issued | 136646 | 08/09/10 | 03/28/11 |
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Exhibit E
Conditions Precedent/Effectiveness Conditions
1. | First Amendment to Credit Agreement (a) Updated Schedules and Exhibits (b) Updated Schedules to existing Canadian IP Security Agreement |
2. | Guarantor Joinder and Assumption Agreement |
3. | Perfection Certificate Supplement |
4. | Canadian Security Agreement (Xxxxx-Xxxxxxxx) |
5. | Amended and Restated Revolving Credit Notes (a) PNC Bank, National Association (b) RBS Citizens, N.A. (c) U.S. Bank, National Association (d) Bank of America, N.A. (e) Xxxxx Fargo Bank, National Association (f) People’s United Bank, N.A. (g) First Niagara Bank, N.A. |
6. | Amended and Restated Term Notes (a) PNC Bank, National Association (b) RBS Citizens, N.A. (c) U.S. Bank, National Association (d) Bank of America, N.A. (e) Xxxxx Fargo Bank, National Association (f) People’s United Bank, N.A. (g) First Niagara Bank, N.A. |
7. | Patent, Trademark and Copyright Security Agreement (OMG Roofing, Inc. and Xxxxx-Xxxxxxxx Warwick LLC) |
8. | Canadian Patent and Trademark Security Agreement (Xxxxx-Xxxxxxxx Warwick, LLC) |
9. | First Amendment to Pledge Agreement (adding Xxxxx-Xxxxxxxx Warwick, LLC) a. Acknowledgment b. Amendment to Operating Agmt. |
10. | Landlord Waiver (a) 0 Xxxxxxxx Xxx, Xxxxx, Xxxxxxxx Xxxxxx, XX (Landlord: X.X. Xxxxxxx) |
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11. | Xxxxxxx Acquisition Documents (a) Certified copy of amended articles of incorporation reflecting name change for X.X. Xxxxxxx Company (b) US and Canada Patent Searches (c) US and Canada Trademark Searches (d) Certified UCC searches against the Seller (e) PPSA Searches against the Seller (f) Copies of Material Contracts (g) Payoff Letters, if applicable |
12. | Wolverine Acquisition Documents (a) APA and Schedules (b) Escrow Agreement (c) Xxxx of Sale (d) Assignment and Assumption Agreement (e) Certified UCC, tax lien and judgment searches of Seller (f) Patent and Trademark Searches, if applicable (g) Copies of Material Contracts and leases |
13. | Collateral Assignment of Purchase Documents |
14. | Lien Searches and Updated Lien Searches (a) Borrowers (b) Guarantors (including Joining Guarantor) (c) PPSA |
15. | UCC-1 Financing Statement (Xxxxx-Xxxxxxxx Warwick, LLC) |
16. | PPSA Filing (Xxxxx-Xxxxxxxx Warwick, LLC) |
17. | Opinions of Borrower’s and Guarantors’ counsel |
18. | Secretary’s Certificate of Borrower (a) Certified Articles of Incorporation (b) Bylaws (c) Authorizing Resolutions (d) Incumbency Certificate (e) Certificate of Good Standing |
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19. | Secretary’s Certificate of Guarantors (a) Certified Articles of Incorporation/Formation (b) Bylaws/operating agreement (c) Authorizing Resolutions (d) Incumbency Certificate (e) Certificate of Good Standing |
20. | Secretary’s Certificate of Joining Guarantor (a) Certified Articles of Formation (b) Operating Agreement (c) Authorizing Resolutions (d) Incumbency Certificate (e) Certificate of Good Standing |
21. | Updated Insurance Certificates and Endorsements (a) Property (b) Liability |
22. | Officer’s Certificate |
23. | Payoff Letters/Lien Releases (WJT Acquisition) (a) JPMorgan (b) X.X.Xxxx (c) IP Releases from JPMorgan (d) Discharge of Mortgages |
24. | Copy of W-9 for Joining Guarantor |
25. | Letters regarding repayment of Subordinated Notes and use of sale proceeds from Continental Transaction |
26. | Disbursement Authorization/Sources and Uses |
27. | Payment of fees and expenses |
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