ex456to10q06447_03312009.htm


    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.

         

        
          
             

          

          
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        2. 
Definitions.

         

        (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.

         

        
          
             

          

          
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        (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.”

         

        
          
             

          

          
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        (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;

         

        
          
             

          

          
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        (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 returned, repossessed and
reclaimed goods, and (iv) deposits by and property of account debtors or other
persons securing the obligations of account debtors;

        


        (k) all
(i) investment property (including securities, whether certificated or
uncertificated, securities accounts, security entitlements, commodity contracts
or commodity accounts) and (ii) monies, credit balances, deposits and other
property of any Borrower or Guarantor now or hereafter held or received by or in
transit to Agent, any Lender or its Affiliates or at any other depository or
other institution from or for the account of any Borrower or Guarantor, whether
for safekeeping, pledge, custody, transmission, collection or
otherwise;

        


        (l) all
commercial tort claims;

        


        (m) to
the extent not otherwise described above, all Receivables;

        


        (n) all
Records; and

        


        (o) all
products and proceeds of the foregoing, in any form, including insurance
proceeds and all claims against third parties for loss or damage to or
destruction of or other involuntary conversion of any kind or nature of any or
all of the other Collateral.

        


        4.  Assumption of Obligations;
Amendments to Guarantees and Financing Agreements.

        


        (a) Each
Subsidiary Trust hereby expressly (i) agrees to perform, comply with and be
bound by all terms, conditions and covenants of the Loan Agreement and the other
Financing Agreements applicable to all Existing Guarantors and as applied to
each such Subsidiary Trust, with the same force and effect as if such Subsidiary
Trust had originally executed and been an original Guarantor signatory to the
Loan Agreement and the other Financing Agreements, (ii) is deemed to make
as to itself and Existing Guarantors, and is, in all respects, bound by all
representations and warranties made by Existing Guarantors to Agent and Lenders
set forth in the Loan Agreement or in any of the other Financing Agreements,
(iii) agrees that Agent, for itself and the benefit of Lenders, shall have
all rights, remedies and interests, including security interests in and liens
upon the Collateral granted to Agent pursuant to Section 3 of this Amendment,
under and pursuant to the Loan Agreement and the other Financing Agreements,
with respect to such Subsidiary Trust and its properties and assets with the
same force and effect as Agent, for itself and the benefit of Lenders, has with
respect to Existing Borrowers and their respective assets and properties, as if
such Subsidiary Trust had originally executed and had been an original Guarantor
signatory, as the case may be, to the Loan Agreement and the other Financing
Agreements, and (iv) assumes and agrees to be directly liable to Agent and
Lenders for all Obligations under, contained in, or arising pursuant to the Loan
Agreement or any of the other Financing Agreements to the same extent as if such
Subsidiary Trust had originally executed and had been an original Guarantor
signatory, as the case may be, to the Loan Agreement and the other Financing
Agreements.

         

        
          
             

          

          
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        (b) Each
Borrower and each Existing Guarantor hereby agrees that the Guarantees, each
dated March 31, 2004, by Borrowers and Existing Guarantors in favor of Agent
(the “Existing Guarantees”) are hereby amended to include each Subsidiary Trust
as an additional guarantor party signatory thereto, and each Subsidiary Trust
hereby agrees that the Existing Guarantees are hereby amended to include each
Subsidiary Trust as an additional guarantor party signatory
thereto.  Each Subsidiary Trust hereby expressly (i) assumes and
agrees to be directly liable to Agent and Lenders, jointly and severally with
Borrowers and Existing Guarantors, for payment and performance of all
Obligations (as defined in each Existing Guarantee), (ii) agrees to
perform, comply with and be bound by all terms, conditions and covenants of the
Existing Guarantees with the same force and effect as if each Subsidiary Trust
had originally executed and been an original party signatory to the Existing
Guarantees as a Guarantor, and (iii) agrees that Agent and Lenders shall
have all rights, remedies and interests with respect to each Subsidiary Trust
and its property under the Existing Guarantees with the same force and effect as
if each Subsidiary Trust had originally executed and been an original party
signatory as a Guarantor to the Existing Guarantees.

        


        (c) Agent
and Lenders acknowledge and agree that in connection with the enforcement of
their respective rights and remedies under the Financing Agreements against any
Subsidiary Trust, the trustee of such Subsidiary Trust shall not have any
personal liability whatsoever to Agent and Lenders.

        


        5.  Authorization to File
Financing Statements.  Each Subsidiary Trust hereby irrevocably
and unconditionally authorizes Agent (or its agent) to file at any time and from
time to time such financing statements indicating as the collateral all now
existing or hereafter arising or acquired property and assets of such Subsidiary
Trust (or such lesser property and assets as Agent may determine and describing
any thereof in such detail and specificity as Agent may determine) naming Agent,
as secured party, and such Subsidiary Trust, as debtor, and including any other
information with respect to such Subsidiary Trust required under the UCC for the
sufficiency of such financing statements or for such financing statements to be
accepted by any filing office of such jurisdiction as Agent determines may be
applicable, together with any amendments or continuations with respect
thereto.  Each Subsidiary Trust also ratifies and approves its
authorization for Agent to file any such financing statements which may have
been filed by Agent prior to the Amendment No. 18 Effective Date.  In
the event that the description of the collateral in any such financing statement
with respect to any Subsidiary Trust includes assets that do not constitute
Collateral, the filing of such financing statement shall nonetheless be deemed
authorized by such Subsidiary Trust to the extent of the collateral included in
such description and it shall not render such financing statement ineffective as
to any of the Collateral.  Agent is also irrevocably and
unconditionally authorized to adopt on behalf of each Subsidiary Trust any
symbol required for authenticating any electronic filing.  Nothing
contained in this Section should be construed to in any manner limit any other
authorization by any Subsidiary Trust of the filing of financing statements by
or on Agent’s behalf or for Agent’s benefit.

         

        
          
             

          

          
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        6.  Conditions
Precedent.  The provisions contained herein shall only be
effective upon the satisfaction of each of the following conditions precedent in
a manner satisfactory to Agent:

        


        (a) Agent
shall have received this Amendment, duly authorized, executed and delivered by
Borrowers, Guarantors and the Lenders;

        


        (b) Agent
shall have received, in form and substance satisfactory to Agent, Working
Capital Amendment No. 23, duly authorized, executed and delivered by Working
Capital Agent (on its own behalf and on behalf of the other Working Capital
Lenders), Borrowers and Guarantors, which Working Capital Amendment No. 23 shall
be in full force and effect on the date hereof;

        


        (c) Agent
shall have received, in form and substance satisfactory to Agent, a true and
correct copy of any consent, waiver or approval to or of this Amendment which
any Borrower or Guarantor is required to obtain from any other Person;
and

        


        (d) no
Default or Event of Default shall have occurred and be continuing immediately
before and after giving effect hereto.

        


        7.  Representations, Warranties
and Covenants.  Each Borrower and Guarantor hereby represents
and warrants to Agent and Lenders the following (which shall survive the
execution and delivery of this Amendment), the truth and accuracy of which
representations and warranties are a continuing condition of the making of Loans
to Borrowers:

        


        (a)
within one Business Day following the Amendment No. 18 Effective Date, subject
to and upon the terms and conditions contained herein and in the Loan Agreement,
Agent shall have received such evidence as it reasonably may request that the
payments referred to in Section 8(a) of  Working Capital amendment No.
23 have been made;

        


        (b)
within forty-five (45) days following the Amendment No. 18 Effective Date (or
such later date as Agent shall agree in writing), Borrowers and Guarantors shall
deliver or cause to be delivered to Agent the following, in each case in form
and substance satisfactory to Agent:

         

        (i)  an
opinion of counsel to Borrowers and Guarantors with respect to the matters
contemplated by this Amendment, addressed to Agent and Lenders as Agent shall
reasonably require;

         

        (ii)  Mortgages
relating to the Real Property owned by the Subsidiary Trusts located at 7 Orne
Street, North Attleboro, Massachusetts, 28 Grant Street, North Attleboro,
Massachusetts, and 20 Grant Street, North Attleboro, Massachusetts, duly
authorized, executed and delivered by each Subsidiary Trust;

         

        (iii)  an
amendment to each of the Mortgages relating to the Real Property of Borrowers
and Guarantors located in (A) Fairfield, Connecticut, (B) Waterbury,
Connecticut, (C) Broken Arrow and Tulsa, Oklahoma and (D) Rexdale, Ontario,
Canada, in each case duly authorized, executed and delivered by the applicable
Borrower or Guarantor;

         

        (iv)  an
endorsement to each of the mortgagee title policies issued by Fidelity National
Title Insurance Company for the benefit of Agent relating to the Real Property
of Borrowers and Guarantors located in (A) Canfield Ohio, (B) Evansville,
Indiana, (C) Cudahy, Wisconsin, (D) Broken Arrow and Tulsa, Oklahoma, and (E)
Rexdale, Ontario, Canada;

         

        
          
             

          

          
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        (v)  a
Pledge and Security Agreement by H&H Electronic in favor of Agent, duly
authorized, executed and delivered by H&H Electronic, granting to Agent a
pledge of and lien on all of the beneficial interests of each Subsidiary
Trust;

         

         

        (vi)  an
Information Certificate duly authorized, executed and delivered by each
Subsidiary Trust in favor of Agent and Lenders;

         

        (vii)  UCC,
Federal and State tax lien and judgment searches against each Subsidiary Trust
in its jurisdiction of formation, the jurisdiction in which its chief executive
office is located and all jurisdictions in which its assets are
located;

        


        (viii)  copies
of the formation and governing documents of each Subsidiary Trust;

        


        (ix)  a
Trustee’s Certificate from each Subsidiary Trust with respect to, among other
things, resolutions of the beneficiaries of each Subsidiary Trust approving the
execution, delivery and performance by such Subsidiary Trust of the Loan
Agreement and the other Financing Agreements; and

         

        (x)  updated
certificates of liability insurance, evidence of property insurance and lender’s
loss payable endorsements required under the Loan Agreement and the other
Financing Agreements for Parent and its Subsidiaries to include each Subsidiary
Trust as a Subsidiary of Parent;

         

        (c) each
Borrower and Guarantor that is a corporation is duly organized and in good
standing under the laws of its jurisdiction of incorporation or formation and is
duly qualified as a foreign corporation or trust and in good standing in all
states, provinces or other jurisdictions where the nature and extent of the
business transacted by it or the ownership of assets makes such qualification
necessary, except for those jurisdictions in which the failure to so qualify
would not have a Material Adverse Effect;

         

        (d) each
Subsidiary Trust is duly organized under the laws of the Commonwealth of
Massachusetts;

        


        (e) this
Amendment and each other agreement or instrument to be executed and delivered by
Borrowers and Guarantors in connection herewith (collectively, together with
this Amendment, the “Amendment Documents”), have been duly authorized, executed
and delivered by all necessary action on the part of each of the Borrowers and
Guarantors which is a party hereto and thereto and, if necessary, their
respective stockholders or holders of beneficial interests, as applicable, and
is in full force and effect as of the date hereof, and the agreements and
obligations of each of the Borrowers and Guarantors contained herein and therein
constitute the legal, valid and binding obligations of each of the Borrowers and
Guarantors, enforceable against them in accordance with their terms, except as
enforceability is limited by bankruptcy, insolvency, moratorium or other similar
laws affecting creditors’ rights generally and by general equitable
principles;

         

        
          
             

          

          
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        (f) the
execution, delivery and performance of this Amendment and the other Amendment
Documents (i) are all within each Borrower’s and Guarantor’s corporate or trust
powers and (ii) are not in contravention of law or the terms of any Borrower’s
or Guarantor’s certificate or articles of incorporation or formation, by laws,
trust agreement, or other organizational documentation, or any indenture,
agreement or undertaking (including, without limitation, the Working Capital
Loan Documents and the Bairnco Loan Documents) to which any Borrower or
Guarantor is a party or by which any Borrower or Guarantor or its property are
bound;

         

        (g)
neither the execution and delivery of this Amendment or the other Amendment
Documents, nor the consummation of the transactions contemplated hereby or
thereby, nor compliance with the provisions hereof or thereof (i) other than as
specifically contemplated by this Amendment or the other Amendment
Documents, has resulted in or shall result in the creation or imposition of
any Lien upon any of the Collateral; (ii) other than as specifically
contemplated by this Amendment or the other Amendment Documents, has resulted in
or shall result in the incurrence, creation or assumption of any
Indebtedness of any Borrower or Guarantor; (iii) has violated or shall violate
any applicable laws or regulations or any order or decree of any court or
Governmental Authority in any respect; (iv) does or shall conflict with or
result in the breach of, or constitute a default in any respect under any
material mortgage, deed of trust, security agreement, agreement or instrument to
which any Borrower or Guarantor is a party or may be bound (including without
limitation the Working Capital Loan Documents and the Bairnco Loan Documents),
and (v) violates or shall violate any provision of the certificate of
incorporation or formation, by-laws, trust agreement or other organizational
documentation of any Borrower or Guarantor;

        


        (h) no
action of, or filing with, or consent of any Governmental Authority (other than
the filing of UCC financing statements with respect to each Subsidiary Trust),
and no consent, waiver or approval of any other third party is required to
authorize, or is otherwise required in connection with, the execution, delivery
and performance of this Amendment or the other Amendment Documents;

        


        (i) all
of the representations and warranties set forth in the Loan Agreement and the
other Financing Agreements, each as amended hereby, are true and correct in all
material respects on and as of the date hereof as if made on the date hereof,
except to the extent any such representation or warranty is made as of a
specified date, in which case such representation or warranty shall have been
true and correct in all material respects as of such date;

        


        (j) all
of the assets and properties of each Subsidiary Trust are owned by it, free and
clear of all Liens of any kind, nature or description, except those security
interests granted pursuant hereto in favor of Agent, and except for liens and
security interests (if any) permitted under the Loan Agreement or the other
Financing Agreements, including those created pursuant to Working Capital
Amendment No. 23;

        


        (k) all
of the beneficial interests of each Subsidiary Trust (i) are noted in its books
and records, and (ii) have been duly authorized and validly issued, free and
clear of all claims, liens, pledges and encumbrances of any kind, other than
those created under this Amendment or Working Capital Amendment No.
23;

         

        
          
             

          

          
            10

            
              

            

          

          
             

          

        

        


        (l) as of
the Amendment No. 18 Effective Date, each Subsidiary Trust (i) is a nominee
trust, duly formed and validly existing under the laws of the Commonwealth of
Massachusetts; (ii) is duly licensed or qualified to do business and is in
good standing in each jurisdiction wherein the character of the properties owned
or licensed or the nature of its business makes such licensing or qualification
to do business necessary except for those jurisdictions where the failure to so
qualify would not reasonably be expected to have a Material Adverse Effect; and
(iii) has all requisite power and authority to own, lease and operate its
properties and to carry on its business as it is now being conducted and as
presently contemplated will be conducted in the future;

        


        (m)
Working Capital Amendment No. 23 has been executed and delivered by all parties
thereto and is in full force and effect; and

        


        (n) no
Default or Event of Default exists or has occurred and is continuing on the date
hereof.

        


        8.  General
Release.  Each Borrower and Guarantor may have certain Claims
(as hereinafter defined) against the Released Parties (as hereinafter defined)
regarding or relating to the Loan Agreement or the other Financing
Agreements.  Agent, Lenders, Borrowers and Guarantors desire to
resolve each and every one of such Claims in conjunction with the execution of
this Amendment and thus each Borrower and Guarantor makes the release contained
in this Section.  In consideration of Agent’s and Lenders’ entering
into this Amendment and agreeing to the substantial concessions as set forth
herein, each Borrower and Guarantor hereby fully and unconditionally releases
and forever discharges Agent and each Lender and their respective directors,
officers, employees, subsidiaries, branches, affiliates, attorneys, agents,
representatives, successors and assigns and all persons, firms, corporations and
organizations acting on any of their behalves (collectively, the “Released
Parties”), of and from any and all claims, allegations, causes of action, costs
or demands and liabilities, of whatever kind or nature, from the beginning of
the world to the date on which this Amendment is executed, whether known or
unknown, liquidated or unliquidated, fixed or contingent, asserted or
unasserted, foreseen or unforeseen, matured or unmatured, suspected or
unsuspected, anticipated or unanticipated, which such Borrower or Guarantor has,
had, claims to have had or hereafter claims to have against the Released Parties
by reason of any act or omission on the part of the Released Parties, or any of
them, occurring prior to the date on which this Amendment is executed, including
on account of or in any way affecting, concerning or arising out of or founded
upon this Amendment up to and including the date on which this Amendment is
executed, including all such loss or damage of any kind heretofore sustained or
that may arise as a consequence of the dealings among the parties up to and
including the date on which this Amendment is executed, including the
administration or enforcement of the Loans, the Obligations, the Loan Agreement
or any of the other Financing Agreements (collectively, all of the foregoing are
the “Claims”).  Each Borrower and Guarantor represents and warrants
that it has no knowledge of any claim by it against the Released Parties or of
any facts or acts or omissions of the Released Parties which on the date hereof
would be the basis of a claim by such Borrower or Guarantor against the Released
Parties which is not released hereby.  Each Borrower and Guarantor
represents and warrants that the foregoing constitutes a full and complete
release of all Claims.

         

        
          
             

          

          
            11

            
              

            

          

          
             

          

        

        


        9.  Effect of this
Agreement.  Except as expressly amended pursuant hereto, no
other changes, waivers or modifications to the Financing Agreements are intended
or implied, and in all other respects the Financing Agreements are hereby
specifically ratified, restated and confirmed by all parties hereto as of the
date hereof.  To the extent that any provision of the Loan Agreement
or any of the other Financing Agreements are inconsistent with the provisions of
this Amendment, the provisions of this Amendment shall control.

         

                      10.  Further
Assurances.  Borrowers and Guarantors shall execute and deliver
such additional documents and take such additional action as may be requested by
Agent to effectuate the provisions and purposes hereof.

         

                      11.  Governing
Law.  The validity, interpretation and enforcement of this
Amendment and the other Amendment Documents (except as otherwise provided
therein) any dispute arising out of the relationship between the parties hereto
or thereto, whether in contract, tort, equity or otherwise, shall be governed by
the internal laws of the State of New York but excluding any principles of
conflicts of law or other rule of law that would cause the application of the
law of any jurisdiction other than the laws of the State of New
York.

         

                     
12.  Binding
Effect.  This Amendment shall be binding upon and inure to the
benefit of each of the parties hereto and their respective successors and
assigns.

         

                     
13.  Headings.  The
headings listed herein are for convenience only and do not constitute matters to
be construed in interpreting this Amendment.

         

                     
14.  Counterparts.  This
Amendment may be executed in any number of counterparts, each of which shall be
an original, but all of which taken together shall constitute one and the same
agreement.  Delivery of an executed counterpart of this Amendment by
telefacsimile or other electronic method of transmission shall have the same
force and effect as the delivery of an original executed counterpart of this
Amendment.  Any party delivering an executed counterpart of this
Amendment by telefacsimile or other electronic method of transmission shall also
deliver an original executed counterpart, but the failure to do so shall not
affect the validity, enforceability or binding effect of this
Amendment.

        


        


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            12

            
              

            

          

          
             

          

        

         

        
          IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
on the day and year first above written.

          


          
            
              	 
      	
                      AGENT

                    
	 
      	 
      
	 
      	
                      STEEL
      PARTNERS II, LP, as Agent

                      By
      Steel Partners II GP LLC, Its General Partner

                    
	 
      	 
      
	 
      	
                      By:

                    	
                      
                        /s/

                      

                    
	 
      	 
      	 
      
	 
      	
                      Title:

                    	 
      


            

          

          


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              13

              
                

              

            

            
               

            

          

          


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                      BORROWERS

                    
	 
      	 
      
	 
      	
                      HANDY
      & HARMAN

                    
	 
      	 
      
	 
      	
                      By:

                    	
                      
                        /s/

                      

                    
	 
      	 
      	 
      
	 
      	
                      Title:

                    	 
      


            

          

          


          
            	 
      	
                    OMG,
      INC.

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    
                      /s/

                    

                  
	 
      	 
      	 
      
	 
      	
                    Title:

                  	 
      


          

          


          
            	 
      	
                    CONTINENTAL
      INDUSTRIES, INC.

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    
                      /s/

                    

                  
	 
      	 
      	 
      
	 
      	
                    Title:

                  	 
      


          

          


          
            	 
      	
                    MARYLAND
      SPECIALTY WIRE, INC.

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    
                      /s/

                    

                  
	 
      	 
      	 
      
	 
      	
                    Title:

                  	 
      


          

          


          
            	 
      	
                    HANDY
      & HARMAN TUBE COMPANY, INC.

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    
                      /s/

                    

                  
	 
      	 
      	 
      
	 
      	
                    Title:

                  	 
      


          

          


          
            	 
      	
                    CAMDEL
      METALS CORPORATION

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    
                      /s/

                    

                  
	 
      	 
      	 
      
	 
      	
                    Title:

                  	 
      


          

          


          
            	 
      	
                    CANFIELD
      METAL COATING CORPORATION

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    
                      /s/

                    

                  
	 
      	 
      	 
      
	 
      	
                    Title:

                  	 
      


          

           

          
 

          
            
               

            

            
              14

              
                

              

            

            
               

            

          

           

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                    MICRO-TUBE
      FABRICATORS, INC.

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    
                      /s/

                    

                  
	 
      	 
      	 
      
	 
      	
                    Title:

                  	 
      


          

          


          
            	 
      	
                    INDIANA
      TUBE CORPORATION

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    
                      /s/

                    

                  
	 
      	 
      	 
      
	 
      	
                    Title:

                  	 
      


          

          


          
            	 
      	
                    LUCAS-MILHAUPT,
      INC.

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    
                      /s/

                    

                  
	 
      	 
      	 
      
	 
      	
                    Title:

                  	 
      


          

          


          
            	 
      	
                    HANDY
      & HARMAN ELECTRONIC MATERIALS CORPORATION

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    
                      /s/

                    

                  
	 
      	 
      	 
      
	 
      	
                    Title:

                  	 
      


          

          


          
            	 
      	
                    SUMCO
      INC.

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    
                      /s/

                    

                  
	 
      	 
      	 
      
	 
      	
                    Title:

                  	 
      


          

          


          
            	 
      	
                    OMG
      ROOFING, INC.

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    
                      /s/

                    

                  
	 
      	 
      	 
      
	 
      	
                    Title:

                  	 
      


          

          


          
            	 
      	
                    OMNI
      TECHNOLOGIES CORPORATION OF DANVILLE

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    
                      /s/

                    

                  
	 
      	 
      	 
      
	 
      	
                    Title:

                  	 
      


          

           

          
 

          
            
               

            

            
              15

              
                

              

            

            
               

            

          

           

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                      GUARANTORS

                    
	 
      	 
      
	 
      	
                      HANDY
      & HARMAN OF CANADA, LIMITED

                    
	 
      	 
      
	 
      	
                      By:

                    	
                      
                        /s/

                      

                    
	 
      	 
      	 
      
	 
      	
                      Title:

                    	 
      


            

          

          


          
            	 
      	
                    ELE
      CORPORATION

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    
                      /s/

                    

                  
	 
      	 
      	 
      
	 
      	
                    Title:

                  	 
      


          

          


          
            	 
      	
                    ALLOY
      RING SERVICE INC.

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    
                      /s/

                    

                  
	 
      	 
      	 
      
	 
      	
                    Title:

                  	 
      


          

          


          
            	 
      	
                    DANIEL
      RADIATOR CORPORATION

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    
                      /s/

                    

                  
	 
      	 
      	 
      
	 
      	
                    Title:

                  	 
      


          

          


          
            	 
      	
                    H&H
      PRODUCTIONS, INC.

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    
                      /s/

                    

                  
	 
      	 
      	 
      
	 
      	
                    Title:

                  	 
      


          

          


          
            	 
      	
                    HANDY
      & HARMAN AUTOMOTIVE GROUP, INC.

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    
                      /s/

                    

                  
	 
      	 
      	 
      
	 
      	
                    Title:

                  	 
      


          

          


          
            	 
      	
                    HANDY
      & HARMAN INTERNATIONAL, LTD.

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    
                      /s/

                    

                  
	 
      	 
      	 
      
	 
      	
                    Title:

                  	 
      


          

          


           

          
            
               

            

            
              16

              
                

              

            

            
               

            

          

           

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                    HANDY
      & HARMAN PERU, INC.

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    
                      /s/

                    

                  
	 
      	 
      	 
      
	 
      	
                    Title:

                  	 
      


          

          


          
            	 
      	
                    KJ-VMI
      REALTY, INC.

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    
                      /s/

                    

                  
	 
      	 
      	 
      
	 
      	
                    Title:

                  	 
      


          

          


          
            	 
      	
                    PAL-RATH
      REALTY, INC.

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    
                      /s/

                    

                  
	 
      	 
      	 
      
	 
      	
                    Title:

                  	 
      


          

          


          
            	 
      	
                    PLATINA
      LABORATORIES, INC.

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    
                      /s/

                    

                  
	 
      	 
      	 
      
	 
      	
                    Title:

                  	 
      


          

          


          
            	 
      	
                    SHEFFIELD
      STREET CORPORATION

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    
                      /s/

                    

                  
	 
      	 
      	 
      
	 
      	
                    Title:

                  	 
      


          

          


          
            	 
      	
                    SWM,
      INC.

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    
                      /s/

                    

                  
	 
      	 
      	 
      
	 
      	
                    Title:

                  	 
      


          

          


          
            	 
      	
                    WILLING
      B WIRE CORPORATION

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    
                      /s/

                    

                  
	 
      	 
      	 
      
	 
      	
                    Title:

                  	 
      


          

           

           

          
            
               

            

            
              17

              
                

              

            

            
               

            

          

          
 

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                    THE
      7 ORNE STREET NOMINEE TRUST

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    
                      /s/

                    

                  
	 
      	
                    Name:

                  	 
      
	 
      	
                    Title:

                  	 
      


          

          


          


          
            	 
      	
                    THE
      28 GRANT STREET NOMINEE TRUST

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    
                      /s/

                    

                  
	 
      	
                    Name:

                  	 
      
	 
      	
                    Title:

                  	 
      


          

          


          


          
            	 
      	
                    20
      GRANT STREET NOMINEE TRUST

                  
	 
      	 
      
	 
      	
                    By:

                  	
                    
                      /s/

                    

                  
	 
      	
                    Name:

                  	 
      
	 
      	
                    Title:

                  	 
      


          

          


          
            
               

            

            
              18