Exhibit 99.1.5
AMENDMENT NO. 8 AND WAIVER TO LOAN AND SECURITY AGREEMENT
AMENDMENT NO. 8 AND WAIVER TO LOAN AND SECURITY AGREEMENT (this
"Amendment
No. 8"), 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"), Steel
Partners II, L.P., 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 Guarantors have entered into
financing arrangements pursuant to which Lenders (or Agent on
behalf of Lenders)
have made and may make loans and advances and provide 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
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 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. 8, 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 1.60 of the Loan Agreement is hereby amended
by deleting
such definition in its entirety and replacing it with the
following:
"1.60 'INTERCREDITOR AGREEMENT' shall mean the Amended and
Restated Intercreditor Agreement, dated on or about the Amendment
No.
8 Effective Date, by and among Agent (on behalf of Lenders),
Working
Capital Agent (on behalf of the lenders from time to time party to
the
Working Capital Loan Agreement) 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:
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(i) "Amendment No. 8" shall mean Amendment No. 8 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.
(ii) "Amendment No. 8 Effective Date" shall mean the first date
on which all of the conditions precedent to the effectiveness of
Amendment No. 8
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 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. 8
Effective Date.
(vi) "PBGC Fourth Priority Security Agreement" shall mean the
Fourth Priority Pledge and Security Agreement, dated on or about
the Amendment
No. 8 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 on or about the Amendment No. 8
Effective Date,
between Agent and the PBGC, 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. 8 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. 8 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. 8
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. 8
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.
ENCUMBRANCES. Section 9.8 of the Loan Agreement is hereby amended
by
(a) deleting "and" appearing at the end of clause (1) 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 (and 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 (and enforceable by the PBGC)
to
secure the Termination Amount 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."
3.
INDEBTEDNESS. Section 9.9 of the Loan Agreement is hereby amended
by
(a) deleting "and" appearing at the end of clause (j)(vii) 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. 8 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,
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(iii) Borrowers and Guarantors shall not, directly or indirectly,
make, or be required to make, any pay
