Exhibit 99.1.3
AMENDMENT NO. 11 AND WAIVER TO LOAN AND SECURITY AGREEMENT
AMENDMENT NO. 11 AND WAIVER TO LOAN AND SECURITY AGREEMENT (this
"Amendment
No. 11"), dated as of December 28, 2006, 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" and together with
Parent, OMG,
Continental, Maryland Wire, H&H Tube, Camdel, Canfield,
Micro-Tube, Indiana
Tube, Lucas and H&H Electronic, 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, 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"). 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 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 as of March 31, 2004, by and among Agent,
Lenders,
Borrowers and 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, and Amendment No. 10 to Loan and Security Agreement, dated as
of October
30, 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 (a) make certain amendments to the Loan Agreement and (b)
waive certain
events of default under the Loan Agreement, and Agent and Lenders
are willing to
agree to such amendments and waivers, subject to the terms and
conditions
contained herein; and
WHEREAS, by this Amendment No. 11, Borrowers, Guarantors, Agent and
Lenders
desire and intend to evidence such amendments and waivers;
NOW THEREFORE, in consideration of the foregoing, and the
respective
agreements and covenants contained herein, the parties hereto agree
as follows:
1.
DEFINITIONS.
(a)
AMENDMENTS TO DEFINITIONS.
(i) INTERCREDITOR AGREEMENT. The definition of "Intercreditor
Agreement" in Section 1.66 of the Loan Agreement is hereby amended
by deleting
such definition in its entirety and replacing it with the
following:
"1.66 'Intercreditor Agreement' shall mean the Amended and
Restated Intercreditor Agreement, dated on or about the Amendment
No.
11 Effective Date, by and among Agent, Tranche B Term Loan Agent
and
the PBGC, as acknowledged and agreed by Borrowers and Guarantors,
as
the same now exists or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced."
(b)
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. 11" shall mean Amendment No. 11 and Waiver to
Loan and Security Agreement by and among Borrowers, Guarantors,
Agent and the
Lenders, as the same now exists or may hereafter be amended,
modified,
supplemented, extended, renewed, restated or replaced.
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(ii) "Amendment No. 11 Effective Date" shall mean the first date
on which all of the conditions precedent to the effectiveness of
Amendment No.
11 shall have been satisfied or shall have been waived by Agent.
(iii) "PBGC" shall mean the Pension Benefit Guaranty Corporation,
a United States government corporation created pursuant to Title IV
of ERISA,
and its successors and assigns.
(iv) "PBGC Agreements" shall mean, collectively, the PBGC
Settlement Agreement, the PBGC Second Priority Security Agreement,
the PBGC
Fourth Priority Security Agreement and all agreements, documents
and instruments
at any time executed and/or delivered by any Borrower or Guarantor
with, to or
in favor of the PBGC, the WHX Plan or their respective subrogees in
connection
therewith or related thereto, as all of the foregoing now exist or
may hereafter
be amended, modified, supplemented, extended, renewed, restated,
replaced or
refinanced.
(v) "PBGC Debt" shall mean the obligation to pay to the WHX Plan
the Waiver Amount and the Termination Amount in accordance with the
terms of the
PBGC Settlement Agreement as in effect on the Amendment No. 11
Effective Date.
(vi) "PBGC Fourth Priority Security Agreement" shall mean the
Fourth Priority Pledge and Security Agreement, dated on or about
the Amendment
No. 11 Effective Date, by and among the Borrowers, the Guarantors
and the PBGC,
as the same now exists or may hereafter be amended, modified,
supplemented,
extended, renewed, restated, replaced or refinanced.
(vii) "PBGC Lien Subordination Agreement" shall mean the Lien
Subordination Agreement, dated as of October 20, 2006, between
Agent and the
PBGC, as amended by Amendment No. 1 to Lien Subordination
Agreement, dated on or
about the Amendment No. 11 Effective Date, as the same now exists
or may
hereafter be amended, modified, supplemented, extended, renewed,
restated or
replaced.
(viii) "PBGC Second Priority Security Agreement" shall mean the
Second Priority Pledge and Security Agreement, dated on or about
the Amendment
No. 11 Effective Date, by and among the Borrowers, the Guarantors
and the PBGC,
as the same now exists or may hereafter be amended, modified,
supplemented,
extended, renewed, restated, replaced or refinanced.
(ix) "PBGC Settlement Agreement" shall mean the Settlement
Agreement, dated on or about the Amendment No. 11 Effective Date,
by and among
WHX, Parent and the PBGC, as the same now exists or may hereafter
be amended,
modified, supplemented, extended, renewed, restated, replaced or
refinanced.
(x) "Termination Amount" shall have the meaning given to such
term in the PBGC Settlement Agreement as in effect on the Amendment
No. 11
Effective Date.
(xi) "Waiver Amount" shall have the meaning given to such term in
the PBGC Settlement Agreement as in effect on the Amendment No. 11
Effective
Date.
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(xii) "WHX Plan" shall mean the WHX Pension Plan, a defined
benefit plan that is covered by Title IV of ERISA.
(c)
INTERPRETATION. Capitalized terms used herein but not otherwise
defined herein shall have the meanings ascribed thereto in the Loan
Agreement.
2.
SUPPLEMENTAL TERM LOANS. Section 2.3B(a) of the Loan Agreement is
hereby amended
by deleting the reference to "December 31, 2006" and replacing it
with "March
31, 2007".
3.
ENCUMBRANCES. Section 9.8 of the Loan Agreement is hereby amended
by
(a) deleting "and" appearing at the end of clause (l) of such
Section, (b)
deleting the period appearing at the end of clause (m) of such
Section and
replacing it with "; and" and (c) adding the following new clause
at the end of
such Section:
"(n) the security interests in and liens upon the Collateral in
favor of the WHX Plan (which is enforceable by the PBGC)) to secure
the PBGC Debt; PROVIDED, THAT, the security interests in and liens
upon the Collateral in favor of the WHX Plan (which is enforceable
by
the PBGC)) are and shall at all times be subject and subordinate to
the security interests and liens therein of Agent pursuant to the
terms of the Intercreditor Agreement."
4.
INDEBTEDNESS. Section 9.9 of the Loan Agreement is hereby amended
by
(a) deleting "and" appearing at the end of clause (j)(viii) of such
Section, (b)
deleting the period appearing at the end of clause (k) of such
Section and
replacing it with "; and" and (c) adding the following new clause
as the end of
such Section:
"(l) Indebtedness of Borrowers and Guarantors to the PBGC and/or
the WHX Plan evidenced by or arising under the PBGC Agreements (as
in
effect on the Amendment No. 11 Effective Date), PROVIDED, THAT:
(i) the principal amount of such Indebtedness shall not
exceed the sum of the Waiver Amount and the Termination Amount,
less
the aggregate amount of all repayments, repurchases or redemptions
thereof, whether optional or mandatory,
(ii) Agent shall have received true, correct and complete
copies of all of the PBGC Agreements, as duly authorized, executed
and
delivered by the parties thereto,
(iii) Borrowers and
