0000921895-09-000898 Sample Contracts

AGREEMENT
Agreement • March 31st, 2009 • WHX Corp • Coating, engraving & allied services • New York

THIS AGREEMENT (the “Agreement”) is made and entered into as of July 6, 2007 by and between WHX CORPORATION, a Delaware corporation (the “Company”), with principal offices located at 555 Theodore Fremd Avenue, Rye, New York 10580, and GLEN KASSAN (the “Executive”), an individual with a residence at 8 Barkley Court, East Brunswick, New Jersey 08816.

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AMENDMENT OF EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2009 • WHX Corp • Coating, engraving & allied services

THIS AMENDMENT OF EMPLOYMENT AGREEMENT (“Amendment”) is entered into by and between Handy & Harman, a New York corporation (“Company”), and Jeffrey A. Svoboda (“Executive”), effective as of January 1, 2009.

AMENDMENT OF EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2009 • WHX Corp • Coating, engraving & allied services

THIS AMENDMENT OF EMPLOYMENT AGREEMENT (“Amendment”) is entered into by and among WHX Corporation, a Delaware corporation, Handy & Harman, a New York company (collectively the “Companies”), and Jim McCabe (“Executive”), effective as of January 1, 2009.

AMENDMENT AND CONSENT
Amendment and Consent • March 31st, 2009 • WHX Corp • Coating, engraving & allied services • New York

AMENDMENT AND CONSENT, dated as of March 12, 2009 (this "Amendment and Consent"), is given by Steel Partners II, L.P. pursuant to the Amended and Restated Credit Agreement, dated as of July 17, 2007 (the "Credit Agreement"), by and among Steel Partners II. L.P., as lender (such lender, together with its successors and permitted assigns, is referred to hereinafter each individually as the "Lender"), BAIRNCO CORPORATION, a Delaware corporation ("Parent"), and each of Parent's Subsidiaries identified on the signature pages thereof as a Borrower (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a "Borrower", and collectively, jointly and severally, as the "Borrowers"), and each of Parent's Subsidiaries identified on the signature pages thereof as a Guarantor (such Subsidiaries are referred to hereinafter each individually as a "Guarantor", and individually and collectively, jointly and severally, as the "Guarantors"; and together with Borrowers, eac

AMENDMENT NO. 4
WHX Corp • March 31st, 2009 • Coating, engraving & allied services • New York

AMENDMENT NO. 4, dated as of March 12, 2009 (this "Amendment"), to the Credit Agreement, dated as of July 17, 2007 and amended by Amendment No. 1 dated as of February 14, 2008, Amendment No. 2 and Consent dated as of June 27, 2008 and Amendment No. 3 dated as of October 29, 2008 (as so amended, the "Credit Agreement"), by and among the lenders identified on the signature pages thereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a "Lender" and collectively as the "Lenders"), ABLECO FINANCE LLC, a Delaware limited liability company, as the administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, "Agent"), BAIRNCO CORPORATION, a Delaware corporation ("Parent"), and each of Parent's Subsidiaries identified on the signature pages thereof as a Borrower (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a "Borrow

AMENDMENT OF BONUS AGREEMENT
Amendment of Bonus Agreement • March 31st, 2009 • WHX Corp • Coating, engraving & allied services • Delaware

THIS AMENDMENT OF BONUS AGREEMENT (“Amendment”) is entered into by and between WHX Corporation, a Delaware corporation (“Company”), and Warren Lichtenstein (“Executive”), effective as of January 1, 2009.

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2009 • WHX Corp • Coating, engraving & allied services

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the “Second Amendment”) made as of this 3rd day of January, 2009, by and between Handy & Harman, its parent, subsidiaries and affiliates (the “Company” or “Employer”), and Jeff Svoboda (“Executive”).

AMENDMENT NO. 4 TO CREDIT AGREEMENT
Credit Agreement • March 31st, 2009 • WHX Corp • Coating, engraving & allied services • New York

THIS AMENDMENT NO. 4 TO CREDIT AGREEMENT AND CONSENT, dated as of March 12, 2009 (this “Amendment”), is made by and among the Lenders (as defined below) identified on the signature pages hereof, WELLS FARGO FOOTHILL, INC., a California corporation, as the administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), BAIRNCO CORPORATION, a Delaware corporation (“Parent”), each of Parent’s Subsidiaries identified on the signature pages hereof as a Borrower (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower”, and collectively, jointly and severally, as the “Borrowers”), and each of Parent’s Subsidiaries identified on the signature pages thereof as a Guarantor (such Subsidiaries are referred to hereinafter each individually as a “Guarantor”, and individually and collectively, jointly and severally, as the “Guarantors”; and together with Borrowers, each a “Loan Party” and colle

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2009 • WHX Corp • Coating, engraving & allied services

SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the “Second Amendment”) made as of this 3rd day of January, 2009, by and between WHX Corporation, its parents, subsidiaries and affiliates (the “Company” or “Employer”), and Peter T. Gelfman (“Executive”).

AMENDMENT NO. 22 TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 31st, 2009 • WHX Corp • Coating, engraving & allied services • New York

AMENDMENT NO. 22 TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of March 12, 2009, by and among Handy & Harman, a New York corporation (“Parent”), OMG, Inc., a Delaware corporation formerly known as Olympic Manufacturing Group, Inc. (“OMG”), Continental Industries, Inc., an Oklahoma corporation (“Continental”), Maryland Specialty Wire, Inc., a Delaware corporation (“Maryland Wire”), Handy & Harman Tube Company, Inc., a Delaware corporation (“H&H Tube”), Camdel Metals Corporation, a Delaware corporation (“Camdel”), Canfield Metal Coating Corporation, a Delaware corporation (“Canfield”), Micro-Tube Fabricators, Inc., a Delaware corporation (“Micro-Tube”), Indiana Tube Corporation, a Delaware corporation (“Indiana Tube”), Lucas-Milhaupt, Inc., a Wisconsin corporation (“Lucas”), Handy & Harman Electronic Materials Corporation, a Florida corporation (“H&H Electronic”), Sumco Inc., an Indiana corporation (“Sumco”), OMG Roofing, Inc., a Delaware corporation (“OMG Roofing”), OMNI

AMENDMENT NO. 17 TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 31st, 2009 • WHX Corp • Coating, engraving & allied services • New York

AMENDMENT NO. 17 TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of March 12, 2009 by and among Handy & Harman, a New York corporation (“Parent”), OMG, Inc., a Delaware corporation formerly known as Olympic Manufacturing Group, Inc. (“OMG”), Continental Industries, Inc., an Oklahoma corporation (“Continental”), Maryland Specialty Wire, Inc., a Delaware corporation (“Maryland Wire”), Handy & Harman Tube Company, Inc., a Delaware corporation (“H&H Tube”), Camdel Metals Corporation, a Delaware corporation (“Camdel”), Canfield Metal Coating Corporation, a Delaware corporation (“Canfield”), Micro-Tube Fabricators, Inc., a Delaware corporation (“Micro-Tube”), Indiana Tube Corporation, a Delaware corporation (“Indiana Tube”), Lucas-Milhaupt, Inc., a Wisconsin corporation (“Lucas”), Handy & Harman Electronic Materials Corporation, a Florida corporation (“H&H Electronic”), Sumco Inc., an Indiana corporation (“Sumco”), OMG Roofing, Inc., a Delaware corporation (“OMG Roofing”), OMNI T

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2009 • WHX Corp • Coating, engraving & allied services

AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) made as of this 3rd day of January, 2009, by and among WHX Corporation and Handy & Harman, including each of their parents, subsidiaries and affiliates (the “Company” or “Employer”), and James McCabe (“Executive”).

AMENDMENT OF BONUS AGREEMENT
Amendment of Bonus Agreement • March 31st, 2009 • WHX Corp • Coating, engraving & allied services • Delaware

THIS AMENDMENT OF BONUS AGREEMENT (“Amendment”) is entered into by and between WHX Corporation, a Delaware corporation (“Company”), and Glen Kassan (“Executive”), effective as of January 1, 2009.

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