Exhibit 99.2
AMENDMENT NO. 7 TO LOAN AND SECURITY AGREEMENT
AMENDMENT NO. 7 TO LOAN AND SECURITY AGREEMENT (this "Amendment No.
7"), dated as of October 30, 2006, by and among Handy & Xxxxxx, a New York
corporation ("H&H"), OMG, Inc., a Delaware corporation formerly known as Olympic
Manufacturing Group, Inc. ("OMG"), Continental Industries, Inc., an Oklahoma
corporation ("Continental"), Maryland Specialty Wire, Inc., a Delaware
corporation ("Maryland Wire"), Handy & Xxxxxx Tube Company, Inc., a Delaware
corporation ("H&H Tube"), Camdel Metals Corporation, a Delaware corporation
("Camdel"), Xxxxxxxx Metal Coating Corporation, a Delaware corporation
("Canfield"), Micro-Tube Fabricators, Inc., a Delaware corporation
("Micro-Tube"), Indiana Tube Corporation, a Delaware corporation ("Indiana
Tube"), Xxxxx-Xxxxxxxx, Inc., a Wisconsin corporation ("Xxxxx"), Handy & Xxxxxx
Electronic Materials Corporation, a Florida corporation ("H&H Electronic"),
Sumco Inc., an Indiana corporation ("Sumco" and together with H&H, OMG,
Continental, Maryland Wire, H&H Tube, Camdel, Xxxxxxxx, Micro-Tube, Indiana
Tube, Xxxxx and H&H Electronic, each individually, a "Borrower" and
collectively, "Borrowers"), Handy & Xxxxxx of Canada, Limited, an Ontario
corporation ("H&H Canada"), ele Corporation, a California corporation ("ele"),
Alloy Ring Service Inc., a Delaware corporation ("Alloy"), Xxxxxx Radiator
Corporation, a Texas corporation ("Xxxxxx"), H&H Productions, Inc., a Delaware
corporation ("H&H Productions"), Handy & Xxxxxx Automotive Group, Inc., a
Delaware corporation ("H&H Auto"), Handy & Xxxxxx International, Ltd., a
Delaware corporation ("H&H International"), Handy & Xxxxxx Peru, Inc., a
Delaware corporation ("H&H Peru"), KJ-VMI Realty, Inc., a Delaware corporation
("KVR"), Xxx-Xxxx Realty, Inc., a Delaware corporation ("Xxx-Xxxx"), Platina
Laboratories, Inc., a Delaware corporation ("Platina"), Sheffield Street
Corporation, a Connecticut corporation ("Sheffield"), SWM, Inc., a Delaware
corporation ("SWM"), Willing B Wire Corporation, a Delaware corporation
("Willing" and together with H&H Canada, ele, Alloy, Xxxxxx, H&H Productions,
H&H Auto, H&H International, H&H Peru, KVR, Xxx-Xxxx, Platina, Sheffield and
SWM, each individually, a "Guarantor" and collectively, "Guarantors"), Steel
Partners II, L.P., successor by assignment from Canpartners Investments IV, LLC,
in its capacity as agent pursuant to the Loan Agreement (as hereinafter defined)
acting for the financial institutions party thereto as lenders (in such
capacity, together with its successors and assigns, "Agent"), and the financial
institutions party thereto as lenders (collectively, "Lenders"). Capitalized
terms used herein which are not otherwise defined herein shall have the
respective meanings ascribed thereto in the Loan Agreement.
W I T N E S S E T H:
WHEREAS, Agent, Lenders, Borrowers and Guarantors have entered into
financing arrangements pursuant to which Lenders (or Agent on behalf of Lenders)
have made and may make loans and advances and provide other financial
accommodations to Borrowers as set forth in the Loan and Security Agreement,
dated March 31, 2004, by and among Agent, successor by assignment to Steel
Partners II, L.P., Lenders, Borrowers and Guarantors (as amended by Amendment
No. 1 to Loan and Security Agreement, dated as of October 29, 2004, Amendment
No. 2 to Loan and Security Agreement, dated as of May 20, 2005, Amendment No. 3
to Loan and Security Agreement, dated as of December 29, 2005, Consent and
Amendment No. 4 to Loan and Security Agreement, dated as of January 24, 2006,
Consent and Amendment No. 5 to Loan and Security Agreement, dated March 31,
2006, Amendment No. 6 to Loan and Security Agreement, dated July 18, 2006 and as
the same may hereafter be further amended, modified, supplemented, extended,
renewed, restated or replaced, the "Loan Agreement"), and the other agreements,
documents and instruments referred to therein or at any time executed and/or
delivered in connection therewith or related thereto (all of the foregoing,
together with the Loan Agreement, as the same now exist or may hereafter be
amended, modified, supplemented, extended, renewed, restated or replaced, being
collectively referred to herein as the "Financing Agreements");
WHEREAS, Borrowers and Guarantors have requested that Agent and Lenders
agree to make certain amendments to the Loan Agreement, and Agent and Lenders
are willing to agree to such amendments, subject to the terms and conditions
contained herein; and
WHEREAS, by this Amendment Xx. 0, Xxxxxxxxx, Xxxxxxxxxx, Agent and
Lenders desire and intend to evidence such amendments;
NOW THEREFORE, in consideration of the foregoing, and the respective
agreements and covenants contained herein, the parties hereto agree as follows:
1. ALLOWED INDEBTEDNESS.
(a) Section 9.9(f) of the Loan Agreement is hereby amended by deleting
"as in effect on the date hereof" and replacing it with "as in effect on the
effective date of Amendment No. 7 to the Loan Agreement."
(b) Section 9.9(f)(i) of the Loan Agreement is hereby amended by
deleting "$70,000,000" and replacing it with "$73,000,000" and (b) deleting
"$10,000,000" and replacing it with "$7,000,000" .
2. REPRESENTATIONS, WARRANTIES AND COVENANTS. Each Borrower and Guarantor
hereby represents, warrants and covenants to Agent and Lenders the following
(which shall survive the execution and delivery of this Amendment No. 7), the
truth and accuracy of which are a continuing condition of the making of Loans
and providing Letter of Credit Accommodations to Borrowers:
(a) This Amendment No. 7 and each other agreement or instrument to be
executed and delivered by Borrowers and Guarantors in connection herewith
(collectively, together with this Amendment No. 7, the "Amendment Documents")
have been duly authorized, executed and delivered by all necessary action on the
part of each of the Borrowers and Guarantors which is a party hereto and thereto
and, if necessary, its respective stockholders and is in full force and effect
as of the date hereof, as the case may be, and the agreements and obligations of
each of the Borrowers and Guarantors, as the case may be, contained herein and
therein constitute the legal, valid and binding obligations of each of the
Borrowers and Guarantors, enforceable against them in accordance with their
terms, except as enforceability is limited by bankruptcy, insolvency,
reorganization, moratorium or other laws relating to or affecting generally the
enforcement of creditors' rights and except to the extent that availability of
the remedy of specific performance or injunctive relief is subject to the
discretion of the court before which any proceeding therefor may be brought.
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(b) The execution, delivery and performance of this Amendment No. 7 (a)
are all within each Borrower's and Guarantor's corporate or limited liability
company powers and (b) are not in contravention of law or the terms of any
Borrower's or Guarantor's certificate or articles of incorporation, by laws, or
other organizational documentation, or any indenture, agreement or undertaking
to which any Borrower or Guarantor is a party or by which any Borrower or
Guarantor or its property are bound.
(c) As of the date hereof, and after giving effect to the provisions of
this Amendment No. 7, no Default or Event of Default exists or has occurred and
is continuing.
(d) The Working Capital Amendment (as defined hereinafter) has been
executed and delivered by all parties and is in full force and effect.
(e) All of the representations and warranties set forth in the Loan
Agreement and the other Financing Agreements, each as amended hereby, are true
and correct in all material respects on and as of the date hereof, as if made on
the date hereof, except to the extent any such representation or warranty is
made as of a specified date, in which case such representation or warranty shall
have been true and correct as of such date.
3. CONDITIONS PRECEDENT. The provisions contained herein shall only be
effective upon the satisfaction of each of the following conditions precedent in
a manner satisfactory to Agent:
(a) Agent shall have received this Amendment No. 7, duly authorized,
executed and delivered by Borrowers, Guarantors and Required Lenders;
(b) Agent shall have received a true and correct copy of any consent,
waiver or approval to or of this Amendment No. 7 or any other Amendment
Documents which any Borrower or Guarantor is required to obtain from any other
Person, and such consent, waiver or approval shall in form and substance
satisfactory to Agent;
(c) Agent shall have received (i) a true and correct copy of an
amendment to the Working Capital Loan Agreement (the "Working Capital
Amendment"), in form and substance satisfactory to Agent, duly authorized,
executed and delivered by each of the parties thereto, which Working Capital
Amendment shall be in full force and effect and (ii) an amendment to the
Intercreditor Agreement (the "Intercreditor Amendment"), in form and substance
satisfactory to Agent, duly authorized, executed and delivered by Working
Capital Agent and acknowledged by Borrowers and Guarantors, which Intercreditor
Amendment shall be in full force and effect; and
(d) no Default or Event of Default shall exist or have occurred and be
continuing.
4. EFFECT OF THIS AGREEMENT. Except as expressly amended pursuant hereto,
no other changes or modifications to the Financing Agreements are intended or
implied, and, in all other respects, the Financing Agreements are hereby
specifically ratified, restated and confirmed by all parties hereto as of the
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effective date hereof. To the extent that any provision of the Loan Agreement or
any of the other Financing Agreements are inconsistent with the provisions of
this Amendment No. 7, the provisions of this Amendment No. 7 shall control.
5. FURTHER ASSURANCES. Borrowers and Guarantors shall execute and deliver
such additional documents and take such additional action as may be requested by
Agent to effectuate the provisions and purposes of this Amendment No. 7.
6. GOVERNING LAW. The validity, interpretation and enforcement of this
Agreement and the other Financing Agreements (except as otherwise provided
therein) and any dispute arising out of the relationship between the parties
hereto, whether in contract, tort, equity or otherwise, shall be governed by the
internal laws of the State of New York but excluding any principles of conflicts
of law or other rule of law that would cause the application of the law of any
jurisdiction other than the laws of the State of New York.
7. BINDING EFFECT. This Amendment No. 7 shall be binding upon and inure to
the benefit of each of the parties hereto and their respective successors and
assigns.
8. HEADINGS. The headings listed herein are for convenience only and do
not constitute matters to be construed in interpreting this Amendment No. 7.
9. COUNTERPARTS. This Amendment No. 7 may be executed in any number of
counterparts, each of which shall be an original, but all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of this Amendment No. 7 by telefacsimile shall have the same force
and effect as the delivery of an original executed counterpart of this Amendment
No. 7. Any party delivering an executed counterpart of this Amendment No. 7 by
telefacsimile shall also deliver an original executed counterpart, but the
failure to do so shall not affect the validity, enforceability or binding effect
of such agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 7
to be executed on the day and year first above written.
AGENT AND LENDER BORROWERS
---------------- ---------
STEEL PARTNERS II, L.P., as Agent and
Lender
HANDY & XXXXXX
By: STEEL PARTNERS, L.L.C., as general
partner By: /s/ Xxxxxx X. Xxxxx
-------------------------------
By: /s/ Xxxx Xxxxxx Title: V.P. & CFO
--------------------------------------
Title: Authorized Limited Partner
OMG, INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Title: V.P. & Treasurer
CONTINENTAL INDUSTRIES, INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Title: V.P. & Treasurer
[SIGNATURE PAGES CONTINUE ON NEXT PAGE]
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[SIGNATURE PAGES CONTINUED FROM PREVIOUS PAGE]
MARYLAND SPECIALTY WIRE, INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Title: V.P., CFO & Secretary
HANDY & XXXXXX TUBE COMPANY, INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Title: V.P. & Treasurer
CAMDEL METALS CORPORATION
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Title: V.P. & Treasurer
XXXXXXXX METAL COATING CORPORATION
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Title: V.P. & Treasurer
MICRO-TUBE FABRICATORS, INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Title: V.P. & Treasurer
INDIANA TUBE CORPORATION
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Title: V.P. & Treasurer
XXXXX-XXXXXXXX, INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Title: V.P. & Treasurer
[SIGNATURE PAGES CONTINUE ON NEXT PAGE]
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[SIGNATURE PAGES CONTINUE ON NEXT PAGE]
HANDY & XXXXXX ELECTRONIC
MATERIALS CORPORATION
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Title: V.P. & Treasurer
SUMCO INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Title: V.P. & Treasurer
GUARANTORS
----------
HANDY & XXXXXX OF CANADA, LIMITED
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Title: V.P. & Treasurer
ele CORPORATION
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Title: V.P. & Treasurer
ALLOY RING SERVICE INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Title: V.P. & Treasurer
XXXXXX RADIATOR CORPORATION
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Title: V.P., Treasurer & Controller
H&H PRODUCTIONS, INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Title: V.P. & Treasurer
[SIGNATURE PAGES CONTINUE ON NEXT PAGE]
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[SIGNATURE PAGES CONTINUED FROM PREVIOUS PAGE]
HANDY & XXXXXX AUTOMOTIVE GROUP, INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Title: V.P., Treasurer & Assistant Secretary
HANDY & XXXXXX INTERNATIONAL, LTD.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Title: V.P. & Treasurer
HANDY & XXXXXX PERU, INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Title: V.P. & Treasurer
KJ-VMI REALTY, INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Title: V.P. & Treasurer
XXX-XXXX REALTY, INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Title: V.P. & Treasurer
PLATINA LABORATORIES, INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Title: V.P. & Treasurer
SHEFFIELD STREET CORPORATION
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Title: V.P. & Treasurer
[SIGNATURE PAGES CONTINUE ON NEXT PAGE]
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[SIGNATURE PAGES CONTINUED FROM PREVIOUS PAGE]
SWM, INC.
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Title: V.P. & Treasurer
WILLING B WIRE CORPORATION
By: /s/ Xxxxxx X. Xxxxx
-------------------------------
Title: V.P. & Treasurer
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