ex441to10k06447_12312008.htm


    Exhibit 4.41

     

    
      AMENDMENT NO. 17 TO LOAN AND
SECURITY AGREEMENT

      


      AMENDMENT NO. 17 TO LOAN AND SECURITY
AGREEMENT (this “Amendment”), dated as of  March 12, 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, 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.

       

      
        
          
          

        

        
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      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 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, and
Amendment No. 16 dated as of  October 29, 2008 (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 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.

       

      (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:

       

      
        
          
          

        

        
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      (i)
“Amendment No. 17” shall mean Amendment No. 17 to Loan and Security Agreement,
dated as of March 6, 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)
“Amendment No. 17 Effective Date” shall mean the first date on which all of the
conditions precedent to the effectiveness of Amendment No. 17 shall have been
satisfied or shall have been waived by Agent.

       

      (iii)
“Exempt Subsidiary” shall mean that certain Subsidiary of Parent designated as
such in writing by Working Capital Agent and such other parties as shall be
required under the Working Capital Loan Agreement.

       

      (iv)
“Lucas China” shall mean Lucas-Milhaupt Brazing Materials (Suzhou) Co., Ltd., a
Chinese corporation that is a Subsidiary of Lucas, and its successors and
assigns.

       

      (b) Amendments to
Definitions.

       

      (i) EBITDA.  The
definition of “EBITDA” in Section 1.30 of the Loan Agreement is hereby amended
by deleting such definition in its entirety and replacing it with the
following:

       

      “1.32  ‘EBITDA’
shall mean, as to any Person, with respect to any period, an amount equal to:
(a) the Consolidated Net Income of such Person for such period, plus (b) depreciation
and amortization for such period (to the extent deducted in the computation of
Consolidated Net Income of such Person), all in accordance with GAAP, plus (c) Interest
Expense for such period (to the extent deducted in the computation of
Consolidated Net Income of such Person), plus (d) the
Provision for Taxes for such period (to the extent deducted in the computation
of Consolidated Net Income of such Person), plus (e) non cash
accruals for such period for environmental liabilities (to the extent that (1)
such accruals were deducted in the computation of Consolidated Net Income of
such Person for such period and (2) the aggregate amount of all such accruals
previously added back pursuant to this clause (e) and which remain accruals does
not exceed $3,000,000), minus (f) cash
expenses incurred during such period in connection with environmental
liabilities to the extent accruals relating to such environmental liabilities
were added back pursuant to clause (e) of this definition, plus (g) losses
realized during such period in connection with the inventory hedging program of
such Person (to the extent that such losses were deducted in the computation of
Consolidated Net Income of such Person for such period), minus (h) gains
realized during such period in connection with the inventory hedging program of
such Person (to the extent that such gains were added in the computation of
Consolidated Net Income of such Person for such period).”

       

      
        
          
          

        

        
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      (ii)
Intercreditor
Agreement.  The definition of “Intercreditor Agreement” in
Section 1.60 of the Loan Agreement is hereby amended by deleting such definition
in its entirety and replacing it with the following:

       

      “1.60
Intercreditor Agreement’ shall mean the Intercreditor and Subordination
Agreement, dated as of February 14, 2008, as amended by Amendment No. 1 to
Intercreditor and Subordination Agreement, dated as of October 29, 2008, and
Amendment No. 2 to Intercreditor and Subordination Agreement, dated as of the
Amendment No. 17 Effective Date, by and among Agent, Bairnco Agent and
Working Capital Agent, as acknowledged and agreed by Borrowers and Guarantors,
as the same now exists or may hereafter be amended, modified, supplemented,
extended, renewed, restated or replaced.”

       

      (iii)
Interest
Rate.  The definition of “Interest Rate” in Section 1.62(a) of
the Loan Agreement is hereby amended by deleting such subsection in its entirety
and replacing it with the following:

       

      “(a)
Subject to clause (b) of this definition below, a rate equal to the rates set
forth in clauses (a)(v) and (a)(vi) of the definition of “Interest Rate” in
the Working Capital Loan Agreement, plus the “Applicable Term B Loan Margin” (as
defined in the Working Capital Loan Agreement), plus three (3%) percent per
annum.”

       

      (v) Specified
Subsidiaries.  The definition of “Specified Subsidiaries in
Section 1.111C of the Loan Agreement is hereby amended by deleting such
subsection in its entirety and replacing it with the following:

       

      
        
          
          

        

        
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      “
‘Specified Subsidiaries’ shall mean, collectively, (a) Maryland Wire,
(b) H&H Tube, (c) H&H Electronic, (d) Hardy & Harman Ele (Asia)
SdN Bhd., a Malaysian corporation, (e) Indiana Tube Denmark (effective as of
December 31, 2008), (f) Sumco (effective upon the consummation of either (x) the
sale of all of the Capital Stock of Sumco as permitted by
Section 9.7(b)(viii) hereof or (y) the sale or other disposition of all or
substantially all of the assets and properties of Sumco as permitted by
Section 9.7(b)(viii) hereof (other than the Real Property and related
Equipment of Sumco located in Indianapolis, Indiana) and either the cessation of
operations of Sumco or the winding up, liquidation or dissolution of Sumco as
permitted by Section 9.7(c) hereof), and (g) the Exempt Subsidiary
(effective upon the consummation of either (x) the sale of all of the Capital
Stock of the Exempt Subsidiary as permitted by Section 9.7(b)(ix) hereof or
(y) the sale or other disposition of all or substantially all of the assets and
properties of the Exempt Subsidiary as permitted by Section 9.7(b)(ix)
hereof and the cessation of operations of the Exempt Subsidiary).”

      


      2.         Sale of Assets
Consolidation, Merger, Dissolution, Etc.

       

      (a)
Section 9.7(b) of the Loan Agreement is hereby amended by (a) deleting
“and” appearing at the end of subsection (vii), and (b) inserting the following
new subsection (ix) immediately prior to the semicolon at the end of such
Section:

       

      “and (ix)
the sale by Parent of the Capital Stock of the Exempt Subsidiary or the sale of
assets and properties of the Exempt Subsidiary; provided, that, such sale shall
be on such terms and conditions satisfactory to and approved in writing by the
Working Capital Agent and such other parties as shall be required by the Working
Capital Loan Agreement;”.

      


      (b)
Section 9.7(c) of the Loan Agreement is hereby amended by deleting such Section
in its entirety and replacing it with the following:

       

      
        
          
          

        

        
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      “(c)  wind
up, liquidate or dissolve, except that Sumco, any
Guarantor or Indiana Tube Denmark may wind up, liquidate and dissolve, provided, that, each of the
following conditions is satisfied: (i) the winding up, liquidation and
dissolution of Sumco, such Guarantor or Indiana Tube Denmark shall not violate
any law or any order or decree of any court or other Governmental Authority in
any material respect and shall not conflict with or result in the breach of, or
constitute a default under, any indenture, mortgage, deed of trust, or any other
agreement or instrument to which Indiana Tube Denmark, any Borrower or Guarantor
is a party or may be bound, (ii) such winding up, liquidation or
dissolution shall be done in accordance with the requirements of all applicable
laws and regulations, (iii) effective upon such winding up, liquidation or
dissolution, all of the assets and properties of Sumco, such Guarantor or
Indiana Tube Denmark shall be duly and validly transferred and assigned to a
Borrower or Guarantor, free and clear of any liens, restrictions or encumbrances
other than the security interest and liens of Working Capital Agent and Agent
(and Working Capital Agent and Agent shall have received such evidence thereof
as each may require) and Working Capital Agent and Agent shall have received
such deeds, assignments or other agreements as Working Capital Agent and Agent
may request to evidence and confirm the transfer of such assets; provided, that, in the event
that Sumco has ceased its operations following the sale or other disposition of
substantially all of its assets and properties as permitted by
Section 9.7(b)(viii) hereof but retained its Real Property and related
Equipment located in Indianapolis, Indiana, Sumco shall not be required to
comply with this clause (iii), (iv) Working Capital Agent and Agent shall have
received all documents and agreements that Indiana Tube Denmark, any Borrower or
Guarantor has filed with any Governmental Authority or as are otherwise required
to effectuate such winding up, liquidation or dissolution, (v) no Borrower or
Guarantor shall assume any Indebtedness, obligations or liabilities as a result
of such winding up, liquidation or dissolution, or otherwise become liable in
respect of any obligations or liabilities of the entity that is winding up,
liquidating or dissolving, unless such Indebtedness is otherwise expressly
permitted hereunder, (vi) Working Capital Agent and Agent shall have
received not less than ten (10) Business Days prior written notice of the
intention of Sumco, such Guarantor or Indiana Tube Denmark to wind up, liquidate
or dissolve, and (vii) as of the date of such winding up, liquidation or
dissolution and after giving effect thereto, no Default or Event of Default
shall exist or have occurred and be continuing; or”.

       

      
        
          
          

        

        
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      3.         Encumbrances.  Section
9.8 of the Loan Agreement is hereby amended by (a) deleting “and” appearing
at the end of subsection (l) of such Section, (b) deleting the period
appearing at the end of subsection (m) of such Section and replacing it with “;
and” and (c) adding the following new subsection (n) at the end of such
Section:

       

      “(n) the
security interests and liens in favor of any lender to Lucas China on the assets
and properties of Lucas China (other than any Capital Stock of a Borrower or
Guarantor) securing the Indebtedness permitted under Section 9.9(p)
hereof.”

      


      4.         Indebtedness under Bairnco
Guaranty Documents.  Section 9.9(o)(i) of the Loan Agreement is
hereby amended by deleting such Section in its entirety and replacing it with the
following:

       

      “(i) the
aggregate amount of the Bairnco Debt shall not exceed $12,000,000, as such
amount may be reduced in accordance with the terms of the Intercreditor
Agreement;”.

       

      5.         Indebtedness of Lucas
China.  Section 9.9 of the Loan Agreement is hereby amended by
(a) deleting the period appearing at the end of clause (l) of such Section
and replacing it with a semicolon, and (b) adding the following new clause
(n) at the end of such Section:

       

      “and (n)
Indebtedness of Lucas China, provided, that, (i) the
aggregate principal amount of such Indebtedness shall not exceed $1,000,000 at
any time; (ii) no Borrower or Guarantor shall be directly or indirectly
liable in respect of such Indebtedness (by virtue of such Borrower or Guarantor
being the primary obligor on such Indebtedness, guarantor of such Indebtedness,
or otherwise); and (iii)  the occurrence of a default with respect to such
Indebtedness shall not result in, or permit any holder of any Indebtedness of
any Borrower or Guarantor to declare, a default on Indebtedness of such Borrower
or Guarantor or cause the payment of Indebtedness of such Borrower or Guarantor
to be accelerated or payable prior to its stated maturity.”

       

      
        
          
          

        

        
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      6.         Loans, Investments,
Etc.  Section 9.10(k) of the Loan Agreement is hereby amended
by deleting such Section in its entirety and replacing it with the
following:

       

      


      “(k)  unsecured
loans by Parent to WHX for purposes other than those described in Section
9.10(j) hereof, provided, that, (i) Parent
shall not make any such loans to WHX in an amount in excess of the principal
amount of $2,500,000 during the period from the Amendment No. 17 Effective Date
through March 31, 2010, and Parent shall not make any such loans to WHX in
an amount in excess of the principal amount of $2,500,000 from and after April
1, 2010, (ii) the aggregate outstanding principal amount of such loans
shall not exceed $12,000,000 at any time, (iii) within thirty (30)
days after the end of each fiscal month, Parent shall provide to Agent a report
in form and substance satisfactory to Agent of the outstanding amount of such
loans as of the last day of the immediately preceding month and indicating any
payments received during the immediately preceding month, (iv) the
Indebtedness arising pursuant to such loans shall not be evidenced by a
promissory note or other instrument unless the single original of such note or
other instrument shall be promptly delivered to Agent to hold as part of the
Collateral, with such endorsement and/or assignment by Parent as Agent may
require, (v) as of the date of such loans and after giving effect thereto,
Parent shall be Solvent, (vi) as of the date of such loans and after giving
effect thereto, no Default or Event of Default shall exist or have occurred and
be continuing; and (vii) such loans shall be repaid in full on or before the
Termination Date;”.

      


      Section
9.10 of the Loan Agreement is hereby further amended
by  (a) deleting “and” appearing at the end of subsection (l) of
such Section, (b) deleting the period appearing at the end of subsection
(m) of such Section and replacing it with a semicolon, and (c) adding the
following new subsection (n) at the end of such Section:

       

      “(n) the
equity investments of Borrowers and Guarantors in Lucas China existing on the
Amendment No. 17 Effective Date in the amount not to exceed $915,000, provided, that, no Borrower or
Guarantor shall have any further obligations or liabilities to make any capital
contributions or other additional investments or other payments to or in or for
the benefit of Lucas China.”

       

      
        
          
          

        

        
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      7.         Financial
Covenants.

       

      Section
9.17(a) of the Loan Agreement is hereby amended by deleting such Section in its
entirety and replacing it with the following:

       

      “(a)  EBITDA.  Parent
and its Subsidiaries shall not permit EBITDA of Parent and its Subsidiaries
(other than the Specified Subsidiaries), on a consolidated basis, for the twelve
(12) consecutive fiscal months ending on the last day of each fiscal month set
forth below to be less than the applicable amount set forth below for such
fiscal month:

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Fiscal Month End

                                  	
                                    Minimum EBITDA

                                     

                                  
	
                                    February
      28, 2009

                                  	
                                    $32,000,000

                                  
	
                                    March
      31, 2009

                                  	
                                    $32,000,000

                                  
	
                                    April
      30, 2009

                                  	
                                    $32,000,000

                                  
	
                                    May
      31, 2009

                                  	
                                    $32,500,000

                                  
	
                                    June
      30, 2009

                                  	
                                    $33,000,000

                                  
	
                                    July
      31, 2009

                                  	
                                    $33,500,000

                                  
	
                                    August
      31, 2009

                                  	
                                    $34,000,000

                                  
	
                                    September
      30, 2009

                                  	
                                    $34,500,000

                                  
	
                                    October
      31, 2009

                                  	
                                    $35,000,000

                                  
	
                                    November
      30, 2009

                                  	
                                    $35,500,000

                                  
	
                                    December
      31, 2009 and each 

                                    fiscal
      month ending thereafter

                                  	
                                    $36,000,000”

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      provided, that, for each fiscal
month following the consummation of either (x) the sale of all of the Capital
Stock of the Exempt Subsidiary as permitted by Section 9.7(b)(ix) hereof or
(y) the sale or other disposition of all or substantially all of the assets
and properties of the Exempt Subsidiary as permitted by Section 9.7(b)(ix)
hereof and the cessation of operations of the Exempt Subsidiary (the “Exempt
Subsidiary Sale”), Parent and its Subsidiaries shall not permit EBITDA of Parent
and its Subsidiaries (other than the Exempt Subsidiary and the other Specified
Subsidiaries), on a consolidated basis, for the twelve (12) consecutive fiscal
months ending on the last day of each such fiscal month set forth above to be
less than the applicable amount set forth above for such fiscal month, less the amount equal
to EBITDA of the Exempt Subsidiary for the twelve (12) consecutive fiscal
months ending on the last day of the fiscal month prior to the Exempt Subsidiary
Sale (as such amount shall be verified, at Borrowers’ expense, by an independent
accounting firm acceptable to Agent).”

       

      
        
          
          

        

        
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      8.         Maximum Capital
Expenditures.

       

      Section
9.17(c) of the Loan Agreement is hereby amended by deleting such Section in its
entirety and replacing it with the following:

      


      “(c)  Maximum Capital
Expenditures.  Parent and its Subsidiaries shall not, directly
or indirectly, make or commit to make (whether through purchase, capital lease
or otherwise) Capital Expenditures in any period of twelve (12) consecutive
fiscal months ending on the last day of each fiscal month (commencing with the
twelve (12) consecutive fiscal month period ending on February 28, 2009) in
excess of $12,500,000.”

      


      9.         Senior Leverage
Ratio.

       

      Section
9.17(d) of the Loan Agreement is hereby amended by deleting such Section in its
entirety and replacing it with the following:

      


      “(d)  Senior Leverage
Ratio.  Parent and its Subsidiaries shall not permit the Senior
Leverage Ratio as of the last day of each fiscal month to be greater than 3.0 to
1.”

      


      10.         Additional Guaranties and
Collateral Security.  In addition to, and not in limitation of
the provisions of Section 9.18 of the Loan Agreement, within one hundred (120)
days following the Amendment No. 22 Effective Date (or such longer period as
Agent may agree in its sole discretion), Borrowers and Guarantors shall
cause:

       

      
        
          
          

        

        
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      (a) each
of The 7 Orne Street Nominee Trust, a Massachusetts nominee trust and a wholly
owned subsidiary of H&H Electronic (“Orne Street”), The 28 Grant Street
Nominee Trust, a Massachusetts nominee trust and a wholly owned subsidiary of
H&H Electronic (“28 Grant Street”), and 20 Grant Street Nominee Trust, a
Massachusetts nominee trust and a wholly owned subsidiary of H&H Electronic
(“20 Grant Street” and together with Orne Street and 28 Grant Street, each a
“Subsidiary Trust” and collectively, the “Subsidiary Trusts”), to execute and
deliver to Agent, in form and substance satisfactory to Agent: (i) a guaranty
guaranteeing the Obligations, (ii) a security agreement, (iii) one or more
Mortgages creating on the fee-owned Real Property of such Subsidiary Trust a
perfected lien on such Real Property, a title insurance policy covering such
Real Property, a current ALTA survey thereof and a surveyor’s certificate, each
in form and substance reasonably satisfactory to Agent, together with such other
agreements, instruments and documents as the Agent may reasonably require, (iv)
an Information Certificate, and (v) such other agreements, instruments,
certificates, approvals, legal opinions or other documents reasonably requested
by Agent in order to create, perfect, establish the priority of or otherwise
protect any lien purported to be covered by any such security agreement or
Mortgage or otherwise to effect the intent that each such Subsidiary Trust shall
become bound by all of the terms, covenants and agreements contained in the
Financing Agreements and that all property and assets of such Subsidiary Trust
shall become Collateral for the Obligations; and 

       

      (b)
H&H Electronic to execute and deliver a pledge agreement with respect to the
Capital Stock of each Subsidiary Trust, together with (i) certificates (if
any) evidencing all of the Capital Stock of such Subsidiary Trust (if any),
which shall be delivered to the Working Capital Agent, (ii) undated powers or
other appropriate instruments of assignment executed in blank with signature
guaranteed (if applicable), which shall be delivered to the Working Capital
Agent, (iii) if requested by Agent, such opinion of counsel and such approving
certificate of such Subsidiary Trust as Agent may reasonably request in respect
of complying with any legend on any such certificate or any other matter
relating to such Capital Stock, and (iv) such other agreements, instruments,
approvals, legal opinions or other documents reasonably requested by
Agent.

       

      11.         Intellectual Property
Licenses.  Section 9.19 of the Loan Agreement is hereby amended
by inserting the following new subsection (c) to the end of such Section:

       

      “(c)  No
Borrower or Guarantor shall assign, sell, mortgage, lease, transfer, pledge,
hypothecate, grant a security interest in or lien upon, encumber, grant an
exclusive or non-exclusive license relating to any Intellectual Property, or
otherwise dispose of any Intellectual Property, in each case without the prior
written consent of Agent, except that any Borrower or Guarantor may, after
written notice to Agent, grant a non-exclusive license relating to any
Intellectual Property to another Borrower or Guarantor in the ordinary course of
business.”

       

      
        
          
          

        

        
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      12.         After Acquired Real
Property.  Section 9.20 of the Loan Agreement is hereby amended
by deleting the reference to “$250,000” and replacing it with
“$425,000”.

       

      13         
Costs and
Expenses.  Section 9.23(f) of the Loan Agreement is hereby
amended by deleting the reference to “$850 per person per day” and replacing it
with “$900 per person per
day”.

       

      14.         Term.  Section
13.1(a) of the Loan Agreement is hereby amended by deleting the first sentence
from such Section in its entirety and replacing it with the following:

       

      “This
Agreement and the other Financing Agreements shall become effective as of the
date set forth on the first page hereof and shall continue in full force and
effect for a term ending on June 30, 2011 (the “Termination Date”), unless
sooner terminated pursuant to the terms hereof.”

      


      15.         Consent.  Subject
to the terms and conditions contained herein, Agent and each of the Lenders
hereby consent to the execution, delivery and performance of Amendment No. 22 to
the Working Capital Loan Agreement (the “Working Capital Amendment No. 22”), dated as of
even date herewith, and the transactions contemplated
thereby.  

       

      16.         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 each of the Lenders;

       

      (b)  Agent
shall have received, in form and substance satisfactory to Agent, Amendment No.
2 to the Intercreditor Agreement (the “Intercreditor Agreement Amendment”), duly
authorized, executed and delivered by Bairnco Agent and Working Capital
Agent  and acknowledged by Borrowers and Guarantors, which
Intercreditor Agreement shall be in full force and effect;

       

      (c)  Agent
shall have received the Working Capital Amendment No. 22, in form and substance
satisfactory to Agent, duly authorized, executed and delivered by Working
Capital Agent, Working Capital Term Loan Lenders, Borrowers and Guarantors,
which Working Capital Amendment No. 22 shall be in full force and effect on the
date hereof and shall provide for, among other things, an extension of the
Termination Date (as defined in the Working Capital Loan Agreement ) to a date
no earlier than June 30, 2011;

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      (d)  Agent
shall have received, in form and substance satisfactory to Agent, an amendment
to each of the Mortgages relating to the Real Property owned by Parent located
in Fairfield, Connecticut, the Real Property owned by Daniel Radiator located in
Waterbury, Connecticut, the Real Property owned by Indiana Tube located in
Evansville, Indiana and the Real Property owned by Sumco located in
Indianapolis, Indiana;

       

      (e)  Agent
shall have received, in form and substance satisfactory to Agent, Amendment No.
4 to the Bairnco Loan Documents (the “Bairnco Credit Agreement Amendment”), duly
authorized, executed and delivered by Bairnco Agent, Bairnco Lenders, the
Bairnco Companies, Borrowers and Guarantors, which Bairnco Credit Agreement
Amendment shall be in full force and effect on the date hereof and shall provide
that, among other things, the Indebtedness of Borrowers and Guarantors under the
Bairnco Guaranty Documents shall not be due and payable prior to the Termination
Date (except as set forth in the Intercreditor Agreement);

       

      (f)  Agent
shall have received, in form and substance satisfactory to Agent, the Second
Amendment to the Bairnco Guaranty (the “Bairnco Guaranty Amendment”), duly
authorized, executed and delivered by Borrowers, Guarantors and Bairnco Agent,
which Bairnco Guaranty Amendment shall be in full force and effect on the date
hereof;

       

      (g)  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

       

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

       

      17.         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 sixty (60) days following the Amendment No. 17 Effective Date (or such
longer period as Agent may agree in its sole discretion), Borrowers shall
deliver to Agent, in form and substance satisfactory to Agent, an endorsement
(or a commitment to issue an endorsement) to the existing title insurance
policies relating to Mortgages encumbering the Real Property owned by Indiana
Tube located in Evansville, Indiana and the Real Property owned by Sumco located
in Indianapolis, Indiana: (i) insuring the priority and amount of such Mortgages
(as so amended), and (ii) containing any legally available endorsements,
assurances or affirmative coverage requested by Agent for the protection of its
interest with respect to such Mortgages (as so amended);

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      (b) 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;

       

      (c) 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;

       

      (d) 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 Working Capital Loan Agreement 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;

       

      (e)
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 Working Capital
Loan Agreement and the Bairnco Loan Documents), and (v) violates or shall
violate any provision of the certificate of incorporation, by-laws or other
organizational documentation of any Borrower or Guarantor);

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      (f) No
action of, or filing with, or consent of any Governmental Authority, 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;

       

      (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)
Amendment No. 2 to Intercreditor and Subordination Agreement by and among Agent,
Bairnco Agent and Working Capital Agent, as acknowledged and agreed by Borrowers
and Guarantors, has been duly authorized, executed and delivered by all parties
thereto and is in full force and effect; and

       

      (h) 
the Working Capital Amendment No. 22 has been executed and delivered by all
parties thereto and is in full force and effect;

       

      (i) 
the Bairnco Credit Agreement Amendment and the Bairnco Guaranty Amendment have
been executed and delivered by all parties thereto and are in full force and
effect; and

       

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

       

      17.         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.

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      18.         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.

       

      19.         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.

       

      20.         Governing
Law.  The validity, interpretation and enforcement of this
Amendment and the other Amendment Documents (except as otherwise provided
therein) and 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.

       

      21.         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.

       

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

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      23.         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

                    
	 
      
	
                      STEEL
      PARTNERS II, LP, as Agent

                    
	
                      By
      Steel Partners II GP LLC, Its General Partner

                    
	 
      
	
                      By:

                    	
                      
                        /s/

                      

                    
	 
      	 
      
	
                      Title:

                    	 
      


            

          

        

        


        


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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:

                    	 
      


            

          

        

         

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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:

                  	 
      


          

        

        


         

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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:

                    	 
      
	 
      


            

          

        

        


         

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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:

                  	 
      


          

        

        


        


        
          
            
            

          

          
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