ex42to8k06447_08272009.htm


    Exhibit
4.2

     

    CONSENT AND AMENDMENT NO. 19 TO LOAN AND
SECURITY AGREEMENT

    


    CONSENT AND AMENDMENT NO. 19 TO LOAN AND SECURITY
AGREEMENT (this “Amendment”), dated as of  July 31, 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”), SheffieVld Street Corporation, a Connecticut
corporation (“Sheffield”), SWM, Inc., a Delaware corporation (“SWM”), Willing B
Wire Corporation, a Delaware corporation (“Willing”), 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 H&H Canada, ele, Alloy, Daniel, H&H
Productions, H&H Auto, H&H International, H&H Peru, KVR, Pal-Rath,
Platina, Sheffield, SWM, Willing, Orne Street Trust and 28 Grant Street Trust,
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 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,
Amendment No. 16 dated as of  October 29, 2008, Amendment No. 17 dated
as of March 12, 2009 and Consent and Amendment No. 18 to Loan and Security
Agreement  dated as of May 8, 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 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; and

     

    WHEREAS,
Borrowers have now requested that Agent and Lenders consent to a certain
Amendment No. 24 to the Working Capital Loan Agreement, substantially in the
form attached hereto as Exhibit A (the “Working Capital Amendment No. 24”);
and

     

    WHEREAS,
by this Consent and Amendment (“this Amendment”), Borrowers, Guarantors, Agent
and Lenders desire and intend to evidence such consent and
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. 24 by the
Borrowers and Guarantors.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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)   “Amendment
No. 19” shall mean Amendment No. 19 to Loan and Security Agreement, dated as of
July 31, 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. 19 Effective Date” shall mean the first date on which all of the conditions
precedent to the effectiveness of Amendment No. 19 shall have been satisfied or
shall have been waived by Agent.

    


    (iii)   “Specified
AIG Insurance Proceeds” shall mean the insurance proceeds which may be received
by Parent and/or one of its Subsidiaries after the Amendment No. 19 Effective
Date in connection with the settlement of litigation commenced by Parent against
AIG for coverage of remediation and legal expenses under an environmental
insurance policy Parent purchased in 2004 in connection with the Fairfield,
Connecticut remediation project.

    


    (iv)   “Specified
Chubb Insurance Proceeds” shall mean the insurance proceeds in the amount of
$3,000,000 received by Parent on or about July 31, 2009 in connection with a
settlement agreement with Chubb for reimbursement of remediation expenses for
five sites where Parent and/or its subsidiaries had incurred environmental
remediation expenses. 

    


    (b)  Amendment to
Definitions.

    


    (i)   Consolidated Net
Income.  The definition of “Consolidated Net Income” in Section
1.25 of the Loan Agreement is hereby amended by deleting the second
parenthetical appearing in such definition in its entirety and replacing it with
the following:

    


    “(excluding
to the extent included therein any extraordinary or non-recurring gains or any
non-cash losses)”.

    


    (ii)   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:

    


    “1.30   ‘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) the
one-time environmental remediation cash expenses (not to exceed $1,000,000)
incurred by Borrowers on or after January 1, 2010 in connection with the Shpack
landfill site located in Attleboro, Massachusetts, plus (h) 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 (i) 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).”

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    (iii)   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, Amendment No. 2 to
Intercreditor and Subordination Agreement, dated as of the Amendment No. 17
Effective Date, and Amendment No. 3 to Intercreditor and Subordination
Agreement, dated as of the Amendment No. 19 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.”

    


    (iv)   Maximum
Credit.  The definition of “Maximum Credit” in
Section 1.73 of the Loan Agreement is hereby amended by deleting such
definition in its entirety and replacing it with the following:

    


    “1.73  ‘Maximum
Credit’ shall mean $107,000,000.”

    


    (c)  Interpretation.  Capitalized
terms used herein which are not otherwise defined herein shall have the
respective meanings ascribed thereto in the Loan Agreement.

    


    3.         Mandatory
Prepayments.  Section 2.3(a) of the Loan Agreement is hereby
amended by deleting such Section in its entirety and replacing it with the
following:

    


    “(a)  Upon
the receipt by any Borrower or any of its Subsidiaries of any Extraordinary
Receipts, Borrowers shall immediately prepay the Working Capital Debt and the
Obligations as set forth below, in an amount equal to 100% of such Extraordinary
Receipts, net of any reasonable expenses incurred in collecting such
Extraordinary Receipts;

     

    
      
        
        

      

      
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               (i) 
if such Extraordinary Receipts are the proceeds of Inventory or Accounts, then
such proceeds shall be applied, first, to the
outstanding principal amount of the WC Revolving Loans, second, to the
outstanding principal amount of the WC Term Loans, and third, to the
outstanding principal amount of the Loan;

    


               (ii) 
if such Extraordinary Receipts are the proceeds of any Collateral (other than
Inventory, Accounts, the Specified Chubb Insurance Proceeds or the Specified AIG
Insurance Proceeds), then such proceeds shall be applied, first, to the
outstanding principal amount of the WC Term Loans, and second, at Borrowers’
option, to either (A) the outstanding principal amount of the Loan or
(B) the outstanding principal amount of the WC Revolving Loans so long as
(in the case of this clause (B) only) Working Capital Agent establishes and
maintains a permanent Reserve in an amount equal to the amount of such Net
Proceeds that are so applied by the prepayment of the WC Revolving
Loans;

    


    (iii) 
if such Extraordinary Receipts are the Specified Chubb Insurance Proceeds, then
such proceeds shall be applied to the outstanding principal amount of the Loan;
and

    


    (iv) 
if such Extraordinary Receipts are the Specified AIG Insurance Proceeds, then
such proceeds shall be applied, first, to the
outstanding principal amount of the Loan in an amount not to exceed $1,000,000,
second, to
the outstanding principal amount of the WC Term Loans, and third, to the
outstanding principal amount of the WC Revolving Loans;

    


    provided, however, that (A) so
long as no Default or Event of Default has occurred and is continuing, on the
date any Borrower or any of its Subsidiaries receives Extraordinary Receipts
consisting of insurance proceeds (other than the Specified Chubb Insurance
Proceeds and the Specified AIG Insurance Proceeds) from one or more policies
covering, or proceeds from any judgment, settlement, condemnation or other cause
of action in respect of, the loss, damage, taking or theft of any property or
assets, such Extraordinary Receipts may, at the option of the Borrowers, be
applied to repair, refurbish or replace such property or assets or acquire
replacement property or assets for the property or assets so lost, damaged or
stolen or other property or assets used or useful in the business of any
Borrower for the property or assets so disposed, provided, that (x) Agent for
the benefit of the Lenders has a first priority Lien on such replacement (or
repaired or restored) property or assets (subject to the prior liens of the
Working Capital Agent), (y) Borrowers deliver to Agent within 10 days after the
date of receipt of such Extraordinary Receipts a certificate stating that such
Extraordinary Receipts shall be used to repair or refurbish such property or
assets or to acquire such replacement property or assets for the property or
assets so lost, damaged or stolen or such other property or assets used or
useful in the business of any Borrower within 120 days after the date of receipt
of such Extraordinary Receipts (which certificate shall set forth an estimate of
the Extraordinary Receipts to be so expended), and (z) if such Extraordinary
Receipts are the proceeds of Real Property and aggregate $1,000,000 or more,
Borrowers shall obtain the prior written consent of Agent, and if all or any
portion of such Extraordinary Receipts described in this clause (A) are not so
used within 120 days after the date of receipt of such Extraordinary Receipts,
such unused Extraordinary Receipts shall be applied to prepay the Working
Capital Debt and the Obligations in accordance with this Section 2.3(a),
(B) pending any such reinvestment or payment of expenses described in
clause (A) above, the Extraordinary Receipts shall be applied as a
prepayment of WC Revolving Loans, and (C) no Prepayment Fee shall be payable in
respect of the Loan in connection with the prepayments required to be made under
this Section 2.3(a).  Any Extraordinary Receipts applied to repair,
refurbish or replace Collateral pursuant to and in accordance with this Section
2.3(a) shall not be deemed Capital Expenditures for purposes of this
Agreement.”

     

    
      
        
        

      

      
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    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 $17,000,000, as such
amount may be reduced in accordance with the terms of the Intercreditor
Agreement;”.

    


    5.         Minimum
EBITDA.  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 and each fiscal month ending thereafter

                            	
                              $28,000,000

                            


                    

                     

                    
                      
                        
                        

                      

                      
                        5

                        
                          

                        

                      

                      
                        
                        

                      

                    

                  

                

              

            

          

        

      

    

    


    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 and Working Capital Agent).”

    


    6.      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 $10,000,000.”

    


    7.                      [Intentionally
deleted.]

    


    8.                      [Intentionally
deleted.]

    


    9.      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. 24, 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. 24 shall
be in full force and effect on the date hereof;

    


    (c)  Agent
shall have received, in form and substance satisfactory to Agent, Amendment No.
3 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;

    


    (d)  Agent
shall have received, in form and substance satisfactory to Agent, Amendment No.
5 to the Bairnco Credit Agreement (the “Bairnco Credit Agreement Amendment”),
duly authorized, executed and delivered by Bairnco Agent, Bairnco Lenders, the
Bairnco Companies, Borrowers and Guarantors;

     

    
      
        
        

      

      
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    (e)  Agent
shall have received, in form and substance satisfactory to Agent, the Third
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;

    


    (f)   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)  after
giving to this Amendment, no Default or Event of Default shall have occurred and
be continuing immediately before and after giving effect hereto.

    


    10.           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)  [Intentionally
deleted.];

    


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

    


    (d)  this
Amendment has been duly authorized, executed and delivered by all necessary
action on the part of each of the Borrowers and Guarantors 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 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;

    


    (e)  the
execution, delivery and performance of this Amendment (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;

     

    
      
        
        

      

      
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    (f)  neither
the execution and delivery of this Amendment, nor the consummation of the
transactions contemplated hereby, nor compliance with the provisions hereof
(i) has resulted in or shall result in the creation or imposition of any
Lien upon any of the Collateral; (ii) 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 WC Term
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;

    


    (g)  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;

    


    (h)  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;

    


    (i)  the
Working Capital Amendment has been executed and delivered by all parties thereto
and is in full force and effect; and

    


    (j)  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

    


    (k)  after
giving to this Amendment, no Default or Event of Default exists or has occurred
and is continuing on the date hereof.

    


    11.           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.

     

    
      
        
        

      

      
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    12.           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.

    


    13.           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.

    


    14.           Governing
Law.  The validity, interpretation and enforcement of this
Amendment 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.

    


    15.           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.

    


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

    


    17.           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/

                        

                      
	
                        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:

                  	 
      
	 
      


          

        

      

      


      


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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:

                  	 
      


          

        

      

      


      


      
        
          
          

        

        
          15