AMENDMENT NO. 23 TO LOAN AND SECURITY AGREEMENT

Exhibit 4.55

 

AMENDMENT NO. 23 TO LOAN AND SECURITY AGREEMENT

AMENDMENT NO. 23 TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of May 8, 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 Technologies Corporation of Danville, a New Hampshire corporation (“OMNI” and together with Parent, OMG, Continental, Maryland Wire, H&H Tube, Camdel, Canfield, Micro-Tube, Indiana Tube, Lucas, H&H Electronic, Sumco and OMG Roofing, each individually, a “Borrower” and collectively, “Borrowers”), Handy & Harman of Canada, Limited, an Ontario corporation (“H&H Canada”), ele Corporation, a California corporation (“ele”), Alloy Ring Service Inc., a Delaware corporation (“Alloy”), Daniel Radiator Corporation, a Texas corporation (“Daniel”), H&H Productions, Inc., a Delaware corporation (“H&H Productions”), Handy & Harman Automotive Group, Inc., a Delaware corporation (“H&H Auto”), Handy & Harman International, Ltd., a Delaware corporation (“H&H International”), Handy & Harman Peru, Inc., a Delaware corporation (“H&H Peru”), KJ-VMI Realty, Inc., a Delaware corporation (“KVR”), Pal-Rath Realty, Inc., a Delaware corporation (“Pal-Rath”), 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, Daniel, H&H Productions, H&H Auto, H&H International, H&H Peru, KVR, Pal-Rath, Platina, Sheffield and SWM, each individually, an “Existing Guarantor” and collectively, “Existing Guarantors”), The 7 Orne Street Nominee Trust, a Massachusetts nominee trust (“Orne Street Trust”), The 28 Grant Street Nominee Trust, a Massachusetts nominee trust (“28 Grant Street Trust”), 20 Grant Street Nominee Trust, a Massachusetts nominee trust (“20 Grant Street Trust” and together with Orne Street Trust and 28 Grant Street Trust, each a “New Guarantor” and collectively, the “New Guarantors” and together with Existing Guarantors, each a “Guarantor” and collectively, “Guarantors”),  Wachovia Bank, National Association, a national banking association that is successor by merger to Congress Financial Corporation, in its capacity as agent pursuant to the Loan Agreement (as hereinafter defined) acting for the financial institutions party thereto as lenders (in such capacity, together with its successors and assigns, “Agent”), and the financial institutions party thereto as lenders (collectively, “Lenders”).

 

W I T N E S S E T H:

WHEREAS, Agent, Lenders, Borrowers and Existing Guarantors have entered into financing arrangements pursuant to which Lenders (or Agent on behalf of Lenders) have made and provided and may hereafter make and provide loans, advances and other financial accommodations to Borrowers as set forth in the Loan and Security Agreement, dated March 31, 2004, by and among Agent, Lenders, Borrowers and Existing Guarantors, as amended by Consent and Amendment No. 1 to Loan and Security Agreement, dated as of August 31, 2004, Amendment No. 2 to Loan and Security Agreement, dated as of October 29, 2004, Amendment No. 3 to Loan and Security Agreement, dated as of December 29, 2004, Amendment No. 4 to Loan and Security Agreement, dated as of May 20, 2005, Amendment No. 5 to Loan and Security Agreement, dated as of September 8, 2005, Amendment No. 6 and Waiver to Loan and Security Agreement, dated as of December 29, 2005, Consent and Amendment No. 7 to Loan and Security Agreement, dated as of January 24, 2006, Consent and Amendment No. 8 to Loan and Security Agreement, dated as of March 31, 2006, Amendment No. 9 to Loan and Security Agreement, dated as of July 18, 2006, Amendment No. 10 to Loan and Security Agreement, dated as of October 30, 2006, Amendment No. 11 and Waiver to Loan and Security Agreement, dated as of December 28, 2006, Amendment No. 12 and Consent to Loan and Security Agreement, dated as of December 28, 2006, Amendment No. 13 and Waiver to Loan and Security Agreement, dated as of March 29, 2007, Amendment No. 14 to Loan and Security Agreement, dated as of July 20, 2007, Amendment No. 15 to Loan and Security Agreement, dated as of September 10, 2007, Amendment No. 16 to Loan and Security Agreement, dated as of November 5, 2007, Amendment No. 17 to Loan and Security Agreement, dated as of January 11, 2008, Amendment No. 18 to Loan and Security Agreement, dated as of February 14, 2008, Amendment No. 19 to Loan and Security Agreement, dated as of February 14, 2008, Amendment No. 20 to Loan and Security Agreement, dated as of September 26, 2008, Amendment No. 21 to Loan and Security Agreement, dated as of October 29, 2008, and Amendment No. 22 to Loan and Security Agreement, dated as of March 12, 2009 (as the same may hereafter be further amended, modified, supplemented, extended, renewed, restated or replaced, the “Loan Agreement”), and the other agreements, documents and instruments referred to therein or at any time executed and/or delivered in connection therewith or related thereto (all of the foregoing, together with the Loan Agreement, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, being collectively referred to herein as the “Financing Agreements”);

WHEREAS, Borrowers have requested that Agent and Lenders make certain amendments to the Loan Agreement and the other Financing Agreements, and Agent and Lenders are willing to make such amendments, subject to terms and conditions set forth herein; and

WHEREAS, by this Amendment, Borrowers, Guarantors, Agent and Lenders desire and intend to evidence such amendments;

NOW THEREFORE, in consideration of the foregoing, and the respective agreements and covenants contained herein, the parties hereto agree as follows:

 

1.       Definitions .

(a)   Additional Definitions .  As used herein, the following terms shall have the following meanings given to them below, and the Loan Agreement and the other Financing Agreements are hereby amended to include, in addition and not in limitation, the following:

(i)   “Amendment No. 23” shall mean Amendment No. 23 to Loan and Security Agreement, dated as of May 8, 2009, by and among Borrowers, Guarantors (including the Subsidiary Trusts), Agent and Lenders, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

(ii)   “Amendment No. 23 Effective Date” shall mean the first date on which all of the conditions precedent to the effectiveness of Amendment No. 23 shall have been satisfied or shall have been waived by Agent.

(iii)   “Existing Equipment Purchase Term Loan Balance” shall have the meaning set forth in Section 2.3(b) hereof.

(iv)   “Existing Equipment Purchase Term Loans” shall have the meaning set forth in Section 2.3(a) hereof.

(v)   “Existing Supplemental Term Loan Balance” shall have the meaning set forth in Section 2.3(b) hereof.

(vi)   “Existing Supplemental Term Loans” shall have the meaning set forth in Section 2.3(a) hereof.

(vii)   “Existing Term Loans” shall have the meaning set forth in Section 2.3(a) hereof.

(viii)   “Micro-Tube Term Note” shall mean the Term Promissory Note, dated the Amendment No. 23 Effective Date, by OMNI in favor of Agent in the original principal amount of $336,831, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.”

(ix)   “OMNI Term Note” shall mean the Term Promissory Note, dated the Amendment No. 23 Effective Date, by OMNI in favor of Agent in the original principal amount of $63,156, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.”

(x)   “Orne Street Trust” shall mean The 7 Orne Street Nominee Trust, a Massachusetts nominee trust, and its successors and assigns.

(xi)   “Parent Term Note” shall mean the Term Promissory Note, dated the Amendment No. 23 Effective Date, by H&H in favor of Agent in the original principal amount of $1,265,429, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.”

 

(xii)   “20 Grant Street Trust” shall mean 20 Grant Street Nominee Trust, a Massachusetts nominee trust, and its successors and assigns.

(xiii)   “28 Grant Street Trust” shall mean The 28 Grant Street Nominee Trust, a Massachusetts nominee trust, and its successors and assigns.

(xiv)   “Subsidiary Trusts” shall mean, collectively, Orne Street Trust, 28 Grant Street Trust and 20 Grant Street Trust; each referred to sometimes as a “Subsidiary Trust”.

(xv)   “Term Notes” shall mean, collectively, the following (as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced): (a) the Restated Camdel Term Note, (b) the Restated Canfield Term Note, (c) the Restated Continental Term Note, (d) the Restated Indiana Tube Term Note, (e) the Restated Lucas Term Note, (f) the Restated OMG Term Note, (g) the Restated Sumco Term Note, (h) the Micro-Tube Term Note, (i) the OMNI Term Note and (j) the Parent Term Note; each sometimes individually referred to herein as a “Term Note”.

(b)   Amendments to Definitions .

(i)    Collateral .  All references to the term “Collateral” in the Loan Agreement or any of the other Financing Agreements shall be deemed and each such reference is hereby amended to include, in addition and not in limitation, the assets and properties of each Subsidiary Trust at any time subject to the security interest or lien of Agent, including the assets and properties described in Section 4 of this Amendment.

(ii)    Existing Camdel Term Loan Balance .  The definition of “Existing Camdel Term Loan Balance” in the Loan Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

(iii)    Existing Camdel Term Note .  The definition of “Existing Camdel Term Note” in the Loan Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

(iv)    Existing Canfield Term Loan Balance .  The definition of “Existing Canfield Term Loan Balance” in the Loan Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

(v)    Existing Canfield Term Note .  The definition of “Existing Canfield Term Note” in the Loan Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

(vi)    Existing Continental Term Loan Balance .  The definition of “Existing Continental Term Loan Balance” in the Loan Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

(vii)    Existing Continental Term Note .  The definition of “Existing Continental Term Note” in the Loan Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

        (viii)    Existing H&H Electronic Term Note .  The definition of “Existing H&H Electronic Term Note” in the Loan Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

(ix)    Existing H&H Tube Term Loan Balance .  The definition of “Existing H&H Tube Term Loan Balance” in the Loan Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

(x)    Existing Indiana Tube Term Loan Balance .  The definition of “Existing Indiana Tube Term Loan Balance” in the Loan Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

(xi)    Existing Indiana Tube Term Note .  The definition of “Existing Indiana Tube Term Note” in the Loan Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

(xii)    Existing Lucas Term Loan Balance .  The definition of “Existing Lucas Term Loan Balance” in the Loan Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

(xiii)    Existing Lucas Term Note .  The definition of “Existing Lucas Term Note” in the Loan Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

        (xiv)    Existing Maryland Wire Term Note .  The definition of “Existing Maryland Wire Term Note” in the Loan Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

(xv)    Existing OMG Term Loan Balance .  The definition of “Existing OMG Term Loan Balance” in the Loan Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

(xvi)    Existing OMG Term Note .  The definition of “Existing OMG Term Note” in the Loan Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

(xvii)    Existing Sumco Term Loan Balance .  The definition of “Existing Sumco Term Loan Balance” in the Loan Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

(xviii)    Existing Sumco Term Note .  The definition of “Existing Sumco Term Note” in the Loan Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

        (xix)    Guarantors .  Each reference to the term “Guarantor” or “Guarantors” in the Loan Agreement or any of the other Financing Agreements is hereby amended to include, in addition and not in limitation, each Subsidiary Trust.

       (xx)    Information Certificate .  All references to the term “Information Certificate” in the Loan Agreement or any of the other Financing Agreements shall be deemed and each such reference is hereby amended to include, in addition and not in limitation, the Information Certificates of the Subsidiary Trusts delivered in connection with this Amendment.

        (xxi)    Maximum Credit .  The definition of “Maximum Credit” in Section 1.82 of the Loan Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

       (xxii)    Mortgages .  The definition of “Mortgages” in Section 1.83 of the Loan Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

        (xxiii)    Restated Camdel Term Note .  The definition of “Restated Camdel Term Note” in the Loan Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

       (xxiv)    Restated Canfield Term Note .  The definition of “Restated Canfield Term Note” in the Loan Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

       (xxv)    Restated Continental Term Note .  The definition of “Restated Continental Term Note” in the Loan Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

        (xxvi)    Restated Indiana Tube Term Note .  The definition of “Restated Indiana Tube Term Note” in the Loan Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

       (xxvii)    Restated Lucas Term Note .  The definition of “Restated Lucas Term Note” in the Loan Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

       (xxviii)    Restated OMG Term Note .  The definition of “Restated OMG Term Note” in the Loan Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

       (xxix)    Restated Sumco Term Note .  The definition of “Restated Sumco Term Note” in the Loan Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

       (xxx)    Term Loans .  The definition of “Term Loans” in Section 1.131 of the Loan Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following: