EXHIBIT 10.2 FIFTH AMENDMENT TO LOAN AND SECURITY
AGREEMENT This Fifth Amendment to Loan and Security
Agreement, made as of September 3, 2008 (this
“Amendment”), is between FANSTEEL INC., a Delaware
corporation (“Fansteel”), and WELLMAN DYNAMICS
CORPORATION, a Delaware corporation (“Wellman”, and
together with Fansteel, “Borrowers”, and each a
“Borrower”), and Fifth Third Bank, a Michigan banking
corporation (the “Lender”). Capitalized
terms used in this Amendment and not otherwise defined herein have
the meanings assigned to such terms in the Loan Agreement as
defined below. WITNESSETH WHEREAS, the
Borrowers and the Lender are parties to that certain Loan and
Security Agreement dated as of July 15, 2005, as amended by that
certain First Amendment to Loan and Security Agreement dated as of
December 4, 2006, and as amended by that certain Second Amendment
to Loan and Security Agreement dated as of June 5, 2007, as amended
by that certain Third Amendment to Loan and Security Agreement
dated as of September 12, 2007, and as amended by that certain
Fourth Amendment to Loan and Security Agreement dated as of August
29, 2008 (as such agreement has been amended, restated,
supplemented or otherwise modified from time to time, the
“Loan Agreement”); WHEREAS, the Borrowers have
requested a number of modifications to the Loan Agreement and the
Lender is willing to modify the Loan Agreement on the terms and
subject to the conditions of this Amendment; NOW, THEREFORE,
in consideration of the mutual agreements contained in this
Amendment, and other good and valuable consideration, the receipt
and sufficiency of which are acknowledged, the parties to this
Amendment agree as follows: SECTION 1. AMENDMENT
TO LOAN AGREEMENT On the date this Amendment becomes
effective, after satisfaction by the Borrowers of each of the
conditions set forth in Section 3 (the “Effective
Date”), the Loan Agreement is amended as follows:
1.1 Section
2.1(B) of the Loan Agreement is hereby deleted in its entirety and
in lieu thereof is inserted the following:
(B) The Lender shall also make a Term Loan to Borrowers
in the amount of Three Million and No/100 Dollars
($3,000,000). The proceeds of the Term Loan shall be
used to repay in full the existing term loan from Fifth Third Bank
to Borrower. Interest only shall be payable on October
5, 2008 through and including December 5,
2008. Commencing January 5, 2009 and on the fifth (5th)
day of each month thereafter to and including the Term Loan
Maturity Date (hereinafter defined), Borrowers shall make principal
payments of Eighty Three Thousand Three Hundred Thirty Four and
No/100 Dollars ($83,334), plus accrued interest. The
Term Loan shall be repayable in full on the earlier of: (i)
September 5, 2011, or (ii) as provided in Section 4.2 of this
Agreement (the “Term Loan Maturity
Date”). Amounts repaid under the Term Loan may not
be reborrowed. The Term Loan shall be evidenced by a
Term Loan Note, the form of which is attached hereto as Exhibit B.
1.2 The
following Section 2.4(e) is hereby added to the Loan Agreement:
(e) Excess
Cash Flow. Ten (10) days after receipt of
Borrower’s Fiscal Year end reviewed financial statements (but
in no event more than one hundred thirty five (135) days after the
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