Exhibit 4.56
CONSENT AND AMENDMENT NO. 18 TO
LOAN AND SECURITY AGREEMENT
CONSENT AND AMENDMENT NO. 18 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”), Steel Partners II, L.P., a Delaware
limited partnership, 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 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
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 and Waiver 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 as of March 31, 2006, Amendment No. 6 to Loan and
Security Agreement, dated as of July 18, 2006, Amendment No. 7 to
Loan and Security Agreement, dated as of October 30, 2006,
Amendment No. 8 and Waiver to Loan and Security Agreement, dated as
of December 28, 2006, Consent and Amendment No. 9 to Loan and
Security Agreement, dated as of December 28, 2006, Amendment No. 10
and Waiver to Loan and Security Agreement, dated as of March 29,
2007, Amendment No. 11 to Loan and Security Agreement, dated as of
July 20, 2007, Amendment No. 12 to Loan and Security Agreement,
dated as of September 10, 2007, Amendment No. 13 to Loan and
Security Agreement, dated as of November 5, 2007, Amendment No. 14
to Loan and Security Agreement, dated as of February 14, 2008,
Amendment No. 15 to Loan and Security Agreement, dated
as of February 14, 2008, Amendment No. 16 dated as
of October 29, 2008 and Amendment No. 17 dated as of
March 12, 2009 (as the same now exists or 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 now requested that Agent and
Lenders consent to a certain Amendment No. 23 to the Working
Capital Loan Agreement, substantially in the form attached hereto
as Exhibit A (the “Working Capital Amendment No.
23”).
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;
WHEREAS , by this Consent and Amendment No. 18 (this
“Amendment”), Agent and Lenders desire and intend to
evidence such consent and Agent, Lenders and Borrowers wish to
effect such amendments:
NOW THEREFORE , in consideration of the foregoing, and the
respective agreements and covenants contained herein, the parties
hereto agree as follows:
1. Consent to Working Capital
Loan Amendments . Agent and the Lenders hereby
consent to the execution, delivery and performance of Working
Capital Amendment No. 23 by the Borrowers and
Guarantors.
(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)
“Consent and Amendment No. 18” shall mean Consent and
Amendment No. 18 to Loan and Security Agreement, dated as of May 8,
2009, by and among Borrowers, Guarantors, Agent and Lenders, as the
same now exists or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced.
(ii)
“Consent and Amendment No. 18 Effective Date” shall
mean the first date on which all of the conditions precedent to the
effectiveness of Consent and Amendment No. 18 shall have been
satisfied or shall have been waived by Agent.
(iii)
“Orne Street Trust” shall mean The 7 Orne Street
Nominee Trust, a Massachusetts nominee trust, and its successors
and assigns.
(iv) “20
Grant Street Trust” shall mean 20 Grant Street Nominee Trust,
a Massachusetts nominee trust, and its successors and
assigns.
(v) “28
Grant Street Trust” shall mean The 28 Grant Street Nominee
Trust, a Massachusetts nominee trust, and its successors and
assigns.
(vi)
“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”.
(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) 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.
(iii) 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.
(iv) 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:
“1.83 ‘Mortgages’
shall mean, individually and collectively, each of the following
(as the same now exist or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced): (a) the
Mortgage, Assignment of Leases and Rents, Security Agreement and
Fixture Filing, dated March 31, 2004, by Sumco in favor of Agent
with respect to the Real Property and related assets of Sumco
located in Indianapolis, Indiana; (b) the Mortgage, Assignment of
Leases and Rents, Security Agreement and Fixture Filing, dated
March 31, 2004, by Camdel in favor of Agent with respect to the
Real Property and related assets of Camdel located in Camden,
Delaware; (c) the Mortgage, Assignment of Leases and Rents,
Security Agreement and Fixture Filing, dated March 31, 2004, by
Indiana Tube in favor of Agent with respect to the Real Property
and related assets of Indiana Tube located in Evansville, Indiana;
(d) the Open-End Mortgage Deed, Assignment of Leases and Rents,
Security Agreement and Fixture Filing, dated March 31, 2004, by
Parent in favor of Agent with respect to the Real Property and
related assets of Parent located in Fairfield Connecticut; (e) the
Open-End Mortgage, Assignment of Leases and Rents, Security
Agreement and Fixture Filing, dated March 31, 2004, by Canfield in
favor of Agent with respect to the Real Property and related assets
of Canfield located in Canfield, Ohio; (f) the Mortgage, Assignment
of Leases and Rents, Security Agreement and Fixture Filing, dated
March 31, 2004, by Lucas in favor of Agent with respect to the
Real Property and related assets of Lucas located in Cudahy,
Wisconsin; (g) the Open End Mortgage, Assignment of Leases and
Rents, Security Agreement and Fixture Filing, dated March 31,
2004, by Daniel in favor of Agent with respect to the Real Property
and related assets of Daniel located in Cleveland, Ohio; (h) the
Open-End Mortgage Deed, Assignment of Leases and Rents, Security
Agreement and Fixture Filing, dated March 31, 2004, by Daniel
in favor of Agent with respect to the Real Property and related
assets of Daniel located in Waterbury, Connecticut; (i) the
Mortgage, Assignment of Leases and Rents, Security Agreement and
Fixture Filing, dated March 31, 2004, by Parent in favor of Agent
with respect to the Real Property and related assets of Parent
located at 72 Elm Street, North Attleboro, Massachusetts; (j) the
Mortgage, Assignment of Leases and Rents, Security Agreement and
Fixture Filing, dated of even date herewith, by Continental in
favor of Agent with respect to the Real Property and related assets
of Continental located in Tulsa, Oklahoma and Broken Arrow,
Oklahoma; (k) the Charge, dated March 31, 2004, by H&H Canada
in favor of Agent with respect to the Real Property and related
assets of H&H Canada located in Rexdale, Ontario, Canada;
(l) the Mortgage, Assignment of Leases and Rents, Security
Agreement and Fixture Filing, dated as of the Amendment No. 23
Effective Date, by Orne Street Trust in favor of Agent with respect
to the Real Property and related assets of Orne Street Trust
located at 7 Orne Street, North Attleboro, Massachusetts; (m) the
Mortgage, Assignment of Leases and Rents, Security Agreement and
Fixture Filing, dated as of the Amendment No. 23 Effective Date, by
20 Grant Street Trust in favor of Agent with respect to the Real
Property and related assets of 20 Grant Street Trust located at 20
Grant Street, North Attleboro, Massachusetts, and (n) the Mortgage,
Assignment of Leases and Rents, Security Agreement and Fixture
Filing, dated as of the Amendment No. 23 Effective Date, by 28
Grant Street Trust in favor of Agent with respect to the Real
Property and related assets of 28 Grant Street Trust located at 28
Grant Street, North Attleboro, Massachusetts.”
(c) Interpretation
. Capitalized terms used herein which are not otherwise
defined herein shall have the respective meanings ascribed thereto
in the Loan Agreement.
3. Grant of Security Interest
. Without limiting the provisions of Section 5 of the
Loan Agreement, to secure payment and performance of all
Obligations, each Subsidiary Trust hereby grants to Agent, for
itself and the benefit of the Secured Parties, a continuing
security interest in, a lien upon, and a right of set off against,
and hereby assigns to Agent, for itself and the benefit of the
Secured Parties, as security, all of its personal and real property
and fixtures, and interests in property and fixtures, whether now
owned or hereafter acquired or existing, and wherever located,
including:
(a) all Accounts;
(b) all general intangibles, including, without
limitation, all Intellectual Property;
(c) all goods, including, without limitation,
Inventory and Equipment;
(d) all Real Property and fixtures;
(e) all chattel paper, including, without
limitation, all tangible and electronic chattel paper;
(f) all instruments, including, without
limitation, all promissory notes;
(g) all documents;
(h) all deposit accounts;
(i) all letters of credit, banker’s
acceptances and similar instruments and including all
letter-of-credit rights;
(j) all supporting obligations and all present
and future liens, security interests, rights, remedies, title and
interest in, to and in respect of Receivables and other Collateral,
including (i) rights and remedies under or relating to guaranties,
contracts of suretyship, letters of credit and credit and other
insurance related to the Collateral, (ii) rights of stoppage in
transit, replevin, repossession, reclamation and other rights and
remedies of an unpaid vendor, lienor or secured party, (iii) goods
described in invoices, documents, contracts or instruments with
respect to, or otherwise representing or evidencing, Receivables or
other Collateral, including retu
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