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EX-4.1 - HANDY & HARMAN LTD.ex41to8k08798005_08052014.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 5, 2014
 
HANDY & HARMAN LTD.
(Exact name of registrant as specified in its charter)
     
Delaware
1-2394
13-3768097
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
     
1133 Westchester Avenue, Suite N222, White Plains, New York 
10604
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code: (914) 461-1300
 
N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 
 
Item 1.01
Entry into a Material Definitive Agreement.
 
On August 5, 2014, Handy & Harman Group Ltd. (“HNH Group”), a wholly-owned subsidiary of Handy & Harman Ltd. (the “Company”), and certain subsidiaries of HNH Group, entered into an amendment (the “Third Amendment”) to its Credit Agreement, dated as of November 8, 2012, as amended, with PNC Bank, National Association, in its capacities as administrative agent and collateral agent for the lenders thereunder, to, among other things, permit PNC Bank, National Association, to extend to HNH Group a new $40,000,000 term loan and permit HNH Group to make a distribution to the Company of up to $80,000,000.  The Third Amendment is filed as Exhibit 4.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
 
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
 
Reference is made to the discussion in Item 1.01 of this Current Report on Form 8-K, which is incorporated herein by reference.
 
Item 9.01
Financial Statements and Exhibits.
 
(d)
Exhibits
 
 
Exhibit No.
Exhibits

 
4.1
Third Amendment, dated as of August 5, 2014, to the Credit Agreement, dated as of November 8, 2012, as amended, by and among Handy & Harman Group Ltd., certain of its subsidiaries as guarantors, PNC Bank N.A., in its capacity as agent acting for the financial institutions party thereto as lenders, and the financial institutions party thereto as lenders.
 
 
 

 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
HANDY & HARMAN LTD.
   
   
   
Dated: August 6, 2014
By:
/s/ James F. McCabe, Jr.
 
Name:
James F. McCabe, Jr.
 
Title:
Chief Financial Officer
 
 
 

 
 
 
Exhibits
 
 
 
Exhibit No.
Exhibits

 
4.1
Third Amendment, dated as of August 5, 2014, to the Credit Agreement, dated as of November 8, 2012, as amended, by and among Handy & Harman Group Ltd., certain of its subsidiaries as guarantors, PNC Bank N.A., in its capacity as agent acting for the financial institutions party thereto as lenders, and the financial institutions party thereto as lenders.