ex421tos106447_10172008.htm


    Exhibit 4.21

    
      


      AMENDMENT NO. 20 TO LOAN AND
SECURITY AGREEMENT

      


      AMENDMENT
NO. 20 TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of September
26, 2008, 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, 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”).

      


      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 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, Amendment No. 10 to Loan and Security
Agreement, dated as of October 30, 2006, Amendment No. 11 and Waiver to Loan and
Security Agreement, dated 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      as of
December 28, 2006, Amendment No. 12 and Consent to Loan and Security Agreement,
dated as of December 28, 2006, Amendment No. 13 and Waiver to Loan and Security
Agreement, dated as of March 29, 2007, Amendment No. 14 to Loan and Security
Agreement, dated as of July 20, 2007, Amendment No. 15 to Loan and Security
Agreement, dated as of September 10, 1007, Amendment No. 16 to Loan and Security
Agreement, dated as of November 5, 2007, Amendment No. 17 to Loan and Security
Agreement, dated as of January 11, 2008, Amendment No. 18 to Loan and
Security Agreement, dated as of February 14, 2008, and Amendment No. 19 to Loan
and Security Agreement, dated as of February 14, 2008 (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 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 Amendment, Borrowers, Guarantors, Agent and Lenders desire and intend to
evidence such amendments;

       

      NOW
THEREFORE, in consideration of the foregoing, and the respective agreements and
covenants contained herein, the parties hereto agree as follows:

       

      1.      Definitions.  Capitalized
terms used herein which are not otherwise defined herein shall have the
respective meanings ascribed thereto in the Loan Agreement.

       

      2.      Mandatory
Prepayments.  Section 2.4(b)(ii) of the Loan Agreement is
hereby amended by deleting such Section in its entirety and replacing it with
the following:

       

      “(ii)
[Intentionally Deleted].”

       

      3.      Schedules to Loan
Agreement.  The Loan Agreement is hereby amended by deleting
Schedule 1.24 thereto and replacing it with the Schedule set forth on Schedule 1
attached to this Amendment.

       

      4.      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 Required Lenders;

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      (b)  Agent
shall have received, in form and substance satisfactory to Agent, Amendment No.
16 to Loan and Security Agreement (the “Tranche B Amendment”), duly authorized,
executed and delivered by Tranche B Term Loan Agent, Tranche B Term Loan
Lenders, Borrowers and Guarantors, which Tranche B Amendment shall be in full
force and effect;

       

      (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.

       

      5.      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 and providing Letter of Credit Accommodations to
Borrowers:

       

      (a)  each
Borrower and Guarantor is a corporation duly organized and in good standing
under the laws of its jurisdiction of incorporation and is duly qualified as a
foreign corporation 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;

       

      (b)  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 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;

       

      (c)  the
execution, delivery and performance of this Amendment and the other Amendment
Documents (a) are all within each Borrower’s and Guarantor’s corporate powers
and (b) are not in contravention of law or the terms of any Borrower’s or
Guarantor’s certificate or articles of incorporation, by laws, or other
organizational documentation, or any indenture, agreement or undertaking
(including, without limitation, the Tranche B Term Loan Agreement) to which any
Borrower or Guarantor is a party or by which any Borrower or Guarantor or its
property are bound;

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      (d)  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) has resulted in or
shall result in the creation or imposition of any Lien upon any of the
Collateral, except in favor of Agent, or as expressly permitted by Section 9.8
of the Loan Agreement, (ii) has resulted in or shall result in the
incurrence, creation or assumption of any Indebtedness of any Borrower or
Guarantor, except as expressly permitted under Section 9.9 of the Loan
Agreement; (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 Tranche B Term Loan
Agreement), and (v) violates or shall violate any provision of the
Certificate of Incorporation or By-Laws of any Borrower or
Guarantor;


       

      (e)  No
action of, or filing with, or consent of any Governmental Authority, and no
consent, waiver or approval of any other third party (including without
limitation the PBGC) is required to authorize, or is otherwise required in
connection with, the execution, delivery and performance of this Amendment or
the other Amendment Documents;

       

      (f)  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;

       

      (g)  the
Tranche B Amendment has been executed and delivered by all parties thereto and
is in full force and effect; and


       

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

       

      6.      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, 

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      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.

       

      7.      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.

       

      8.      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.

       

      9.      Governing
Law.  The validity, interpretation and enforcement of this
Amendment and the other Financing Agreements (except as otherwise provided
therein) and any dispute arising out of the relationship between the parties
hereto, 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.

       

      10.           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.

       

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

       

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

      


      
        
          
            
              
                	 
      	
                        AGENT

                         

                      
	 
      	
                        WACHOVIA
      BANK, NATIONAL ASSOCIATION, as Agent

                        
                           

                          By:
      /S/                                                            

                          Name:

                          Title:

                           

                        

                      
	 
      	
                        LENDERS

                         

                        WACHOVIA
      BANK, NATIONAL ASSOCIATION

                        
                           

                          By:
      /S/                                                            

                          Name:

                          Title:

                           

                        

                      
	 
      	
                        TEXTRON
      FINANCIAL CORPORATION

                         

                        
                          By:                                   ___                         

                          Name:

                          Title:

                           

                        

                      
	 
      	
                        BANK
      OF AMERICA, N.A.

                        
                           

                          
                            By: ___                                                           

                            Name:

                            Title:

                             

                          

                        

                      
	 
      	
                        ABLECO
      FINANCE LLC, on behalf of itself and its Affiliate assigns

                        
                           

                          
                            By:
      /S/                                                            

                            Name:

                            Title:

                             

                          

                        

                      


              

            

          

        

      

      


      


      


      


      


      


      


      


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                  FORTRESS
      CREDIT FUNDING III LP

                   

                  By:Fortress
      Credit Funding III GP LLC, its General Partner

                  
                     

                    
                      By:
      /S/                                                            

                      Name:

                      Title:

                       

                    

                  

                
	 
      	
                  FORTRESS
      CREDIT FUNDING II LP

                   

                  By:Fortress
      Credit Funding II GP LLC, its General Partner

                  
                     

                    
                      By:
      /S/                                                            

                      Name:

                      Title:

                       

                    

                  

                
	 
      	
                  FORTRESS
      CREDIT FUNDING IV LP

                   

                  By:Fortress
      Credit Funding IV GP LLC, its General Partner

                  
                     

                    
                      By:
      /S/                                                            

                      Name:

                      Title:

                       

                    

                  

                


        

      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


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                    BORROWERS

                     

                  
	 
      	
                    HANDY
      & HARMAN

                     

                    By:
      /S/                                                            

                    Name:

                    Title:

                     

                  
	 
      	
                    OMG,
      INC.

                     

                    
                      By:
      /S/                                                            

                      Name:

                      Title:

                       

                    

                  
	 
      	
                    CONTINENTAL
      INDUSTRIES, INC.

                     

                    By:
      /S/                                                             

                    Name:

                    Title:

                     

                  
	 
      	
                    MARYLAND
      SPECIALTY WIRE, INC.

                     

                    
                      
                        By:
      /S/                                                            

                        Name:

                        Title:

                         

                      

                    

                  
	 
      	
                    HANDY
      & HARMAN TUBE COMPANY, INC.

                     

                    
                      
                        By:
      /S/                                                            

                        Name:

                        Title:

                         

                      

                    

                  
	 
      	
                    CAMDEL
      METALS CORPORATION

                     

                    
                      
                        By:
      /S/                                                            

                        Name:

                        Title:

                         

                      

                    

                  
	 
      	
                    CANFIELD
      METAL COATING CORPORATION

                     

                    
                      
                        By:
      /S/                                                            

                        Name:

                        Title:

                         

                      

                    

                  


          

        

      

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                  MICRO-TUBE
      FABRICATORS, INC.

                   

                  
                    
                      By:
      /S/                                                            

                      Name:

                      Title:

                       

                    

                  

                
	 
      	
                  INDIANA
      TUBE CORPORATION

                   

                  
                    
                      By:
      /S/                                                            

                      Name:

                      Title:

                       

                    

                  

                
	 
      	
                  LUCAS-MILHAUPT,
      INC.

                   

                  
                    
                      By:
      /S/                                                            

                      Name:

                      Title:

                       

                    

                  

                
	 
      	
                  HANDY
      & HARMAN ELECTRONIC MATERIALS CORPORATION

                   

                  
                    
                      By:
      /S/                                                            

                      Name:

                      Title:

                       

                    

                  

                
	 
      	
                  SUMCO
      INC.

                   

                  
                    
                      By:
      /S/                                                            

                      Name:

                      Title:

                       

                    

                  

                
	 
      	
                  OMG
      ROOFING, INC.

                   

                  
                    
                      By:
      /S/                                                            

                      Name:

                      Title:

                       

                    

                  

                
	 
      	
                  OMNI
      TECHNOLOGIES CORPORATION OF DANVILLE

                   

                  
                    
                      By:
      /S/                                                            

                      Name:

                      Title:

                       

                    

                  

                


        

      

      


       

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                    GUARANTORS

                     

                  
	 
      	
                    HANDY
      & HARMAN OF CANADA, LIMITED

                     

                    
                      
                        By:
      /S/                                                            

                        Name:

                        Title:

                         

                      

                    

                  
	 
      	
                    ELE
      CORPORATION

                    
                       

                      
                        
                          By:
      /S/                                                            

                          Name:

                          Title:

                           

                        

                      

                    

                  
	 
      	
                    ALLOY
      RING SERVICE INC.

                    
                       

                      
                        
                          By:
      /S/                                                            

                          Name:

                          Title:

                           

                        

                      

                    

                  
	 
      	
                    DANIEL
      RADIATOR CORPORATION

                    
                       

                      
                        
                          By:
      /S/                                                            

                          Name:

                          Title:

                           

                        

                      

                    

                  
	 
      	
                    H&H
      PRODUCTIONS, INC.

                    
                       

                      
                        
                          By:
      /S/                                                            

                          Name:

                          Title:

                           

                        

                      

                    

                  
	 
      	
                    HANDY
      & HARMAN AUTOMOTIVE GROUP, INC.

                    
                       

                      
                        
                          By:
      /S/                                                            

                          Name:

                          Title:

                           

                        

                      

                    

                  
	 
      	
                    HANDY
      & HARMAN INTERNATIONAL, LTD.

                    
                       

                      
                        
                          By:
      /S/                                                            

                          Name:

                          Title:

                           

                        

                      

                    

                  


          

        

      

       

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                  HANDY
      & HARMAN PERU, INC.

                  
                     

                    
                      
                        By:
      /S/                                                            

                        Name:

                        Title:

                         

                      

                    

                  

                
	 
      	
                  KJ-VMI
      REALTY, INC.

                  
                     

                    
                      
                        By:
      /S/                                                            

                        Name:

                        Title:

                         

                      

                    

                  

                
	 
      	
                  PAL-RATH
      REALTY, INC.

                  
                     

                    
                      
                        By:
      /S/                                                            

                        Name:

                        Title:

                         

                      

                    

                  

                
	 
      	
                  PLATINA
      LABORATORIES, INC.

                  
                     

                    
                      
                        By:
      /S/                                                            

                        Name:

                        Title:

                         

                      

                    

                  

                
	 
      	
                  SHEFFIELD
      STREET CORPORATION

                  
                     

                    
                      
                        By:
      /S/                                                            

                        Name:

                        Title:

                         

                      

                    

                  

                
	 
      	
                  SWM,
      INC.

                  
                     

                    
                      
                        By:
      /S/                                                            

                        Name:

                        Title:

                         

                      

                    

                  

                
	 
      	
                  WILLING
      B WIRE CORPORATION

                  
                    
                       

                      
                        
                          By:
      /S/                                                            

                          Name:

                          Title:

                           

                        

                      

                    

                  

                


        

      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
1

      TO

      AMENDMENT
NO. 20 TO LOAN AND SECURITY AGREEMENT