Exhibit 4.35




AMENDMENT NO. 13 TO LOAN AND
SECURITY AGREEMENT
 
 AMENDMENT
NO. 13 TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of November
5, 2007, 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.
  
 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, and Amendment No. 12 to Loan and
Security Agreement, dated September 10, 2007 (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,
pursuant to Amendment No. 9, Agent and Lenders have consented to the acquisition
by a Subsidiary of Parent of OMNI pursuant to the OMNI Purchase
Documents;
  WHEREAS,
Borrowers have now requested that Agent and Lenders agree to make OMNI a
Borrower under the Loan Agreement and the other Financing Agreements and make
certain amendments to the Loan Agreement and the other Financing Agreements
related to the foregoing;
  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:
  (i)   “Amendment
No. 13” shall mean this Amendment No. 13 to Loan and Security Agreement by and
among Borrowers, Guarantors, Agent and the Lenders, as the same now exists or
may hereafter be amended, modified, supplemented, extended, renewed, restated or
replaced.
  (ii)   “Amendment
No. 13 Effective Date” shall mean the first date on which all of the conditions
precedent to the effectiveness of this Amendment shall have been satisfied or
shall have been waived by Agent.
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  (b)  Amendments to
Definitions.
  (i)   Borrowers.  Each
reference to the term “Borrower” or “Borrowers” in the Loan Agreement or any of
the other Financing Agreements is hereby amended to include, in addition and not
in limitation, OMNI.
  (ii)   Collateral.  All
references to the term “Collateral” in the Loan Agreement or any of the other
Financing Agreements shall be deemed and each such reference is hereby amended
to include, in addition and not in limitation, the assets and properties of OMNI
at any time subject to the security interest or lien of Agent, including the
assets and properties described in Section 2 hereof.
  (iii)   Information
Certificate.  All references to the term “Information
Certificate” in the Loan Agreement or any of the other Financing Agreements
shall be deemed and each such reference is hereby amended to include, in
addition and not in limitation, the Information Certificate of OMNI delivered in
connection with this Amendment.
  (iv)   OMNI.  The
definition of “OMNI” in the Loan Agreement is hereby amended by deleting such
definition in its entirety and replacing it with the following:
  “ ‘OMNI’
shall mean OMNI Technologies Corporation of Danville, a New Hampshire
corporation.”
  2.           Grant of Security
Interest.  Without limiting the provisions of Section 5 of the
Loan Agreement, to secure payment and performance of all Obligations, OMNI
hereby grants to Agent, for itself and the benefit of Lenders, a continuing
security interest in, a lien upon, and a right of set off against, and hereby
assigns to Agent, for itself and the benefit of Lenders, as security, all of its
personal and real property and fixtures, and interests in property and fixtures,
whether now owned or hereafter acquired or existing, and wherever located,
including:
  (a)  all
Accounts;
  (b)  all
general intangibles, including, without limitation, all Intellectual
Property;
  (c)  all
goods, including, without limitation, Inventory and Equipment;
  (d)  all
Real Property and fixtures;
  (e)  all
chattel paper, including, without limitation, all tangible and electronic
chattel paper;
  (f)  all
instruments, including, without limitation, all promissory notes;
  (g)  all
documents;
  (h)  all
deposit accounts;
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  (i)  all
letters of credit, banker’s acceptances and similar instruments and including
all letter-of-credit rights;
  (j)  all
supporting obligations and all present and future liens, security interests,
rights, remedies, title and interest in, to and in respect of Receivables and
other Collateral, including (i) rights and remedies under or relating to
guaranties, contracts of suretyship, letters of credit and credit and other
insurance related to the Collateral, (ii) rights of stoppage in transit,
replevin, repossession, reclamation and other rights and remedies of an unpaid
vendor, lienor or secured party, (iii) goods described in invoices, documents,
contracts or instruments with respect to, or otherwise representing or
evidencing, Receivables or other Collateral, including returned, repossessed and
reclaimed goods, and (iv) deposits by and property of account debtors or other
persons securing the obligations of account debtors;
  (k)  all
(i) investment property (including securities, whether certificated or
uncertificated, securities accounts, security entitlements, commodity contracts
or commodity accounts) and (ii) monies, credit balances, deposits and other
property of any Borrower or Guarantor now or hereafter held or received by or in
transit to Agent, any Lender or its Affiliates or at any other depository or
other institution from or for the account of any Borrower or Guarantor, whether
for safekeeping, pledge, custody, transmission, collection or
otherwise;
  (l)  all
commercial tort claims;
  (m)  to
the extent not otherwise described above, all Receivables;
  (n)  all
Records; and
  (o)  all
products and proceeds of the foregoing, in any form, including insurance
proceeds and all claims against third parties for loss or damage to or
destruction of or other involuntary conversion of any kind or nature of any or
all of the other Collateral.
  3.           Assumption of Obligations;
Amendments to Guarantees and Financing Agreements.
  (a)  OMNI hereby expressly (i) agrees to perform, comply with and
be bound by all terms, conditions and covenants of the Loan Agreement and the
other Financing Agreements applicable to all Borrowers other than OMNI
(“Existing Borrowers”) and as applied to OMNI, with the same force and effect as
if OMNI had originally executed and been an original Borrower signatory to the
Loan Agreement and the other Financing Agreements, (ii) is deemed to make
as to itself and Existing Borrowers, and is, in all respects, bound by all
representations and warranties made by Existing Borrowers to Agent and Lenders
set forth in the Loan Agreement or in any of the other Financing Agreements,
(iii) agrees that Agent, for itself and the benefit of Lenders, shall have
all rights, remedies and interests, including security interests in and liens
upon the Collateral granted to Agent pursuant to Section 2 hereof, under and
pursuant to the Loan Agreement and the other Financing Agreements, with respect
to OMNI and its properties and assets with the same force and effect as Agent,
for itself and the benefit of Lenders, has with respect to Existing Borrowers
and their respective assets and properties, as if OMNI had originally executed
and had been an original Borrower signatory, as the case may be, to the Loan
Agreement and the other Financing Agreements, and (iv) assumes and agrees
to be directly liable to Agent and Lenders for all Obligations under, contained
in, or arising pursuant to the Loan Agreement or any of the other Financing
Agreements to the same extent as if OMNI had originally executed and had been an
original Borrower signatory, as the case may be, to the Loan Agreement and the
other Financing Agreements.
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  (b)  Each Existing Borrower, in its capacity as a guarantor of the
payment and performance of the Obligations of the other Existing Borrowers, and
each Guarantor hereby agrees that the Guarantees, each dated March 31, 2004, by
Existing Borrowers and Guarantors in favor of Agent (the “Existing Guarantees”)
are hereby amended to include OMNI as an additional guarantor party signatory
thereto, and OMNI hereby agrees that the Existing Guarantees are hereby amended
to include OMNI as an additional guarantor party signatory
thereto.  OMNI hereby expressly (i) assumes and agrees to be
directly liable to Agent and Lenders, jointly and severally with Existing
Borrowers and Guarantors signatories thereto, for payment and performance of all
Obligations (as defined in each Existing Guarantee), (ii) agrees to
perform, comply with and be bound by all terms, conditions and covenants of the
Existing Guarantees with the same force and effect as if OMNI had originally
executed and been an original party signatory to the Existing Guarantees as a
Guarantor, and (iii) agrees that Agent and Lenders shall have all rights,
remedies and interests with respect to OMNI and its property under the Existing
Guarantees with the same force and effect as if OMNI had originally executed and
been an original party signatory as a Guarantor to the Existing
Guarantees.
  4.           Authorization to File
Financing Statements.  OMNI hereby irrevocably and
unconditionally authorizes Agent (or its agent) to file at any time and from
time to time such financing statements indicating as the collateral all now
existing or hereafter arising or acquired property and assets of OMNI (or such
lesser property and assets as Agent may determine and describing any thereof in
such detail and specificity as Agent may determine) naming Agent, as secured
party, and OMNI, as debtor, and including any other information with respect to
OMNI required under the UCC for the sufficiency of such financing statements or
for such financing statements to be accepted by any filing office of such
jurisdiction as Agent determines may be applicable, together with any amendments
or continuations with respect thereto.  OMNI also ratifies and
approves its authorization for Agent to file any such financing statements which
may have been filed by Agent prior to the Amendment No. 13 Effective
Date.  In the event that the description of the collateral in any such
financing statement includes assets that do not constitute Collateral, the
filing of such financing statement shall nonetheless be deemed authorized by
OMNI to the extent of the collateral included in such description and it shall
not render such financing statement ineffective as to any of the
Collateral.  Agent is also irrevocably and unconditionally authorized
to adopt on behalf of OMNI any symbol required for authenticating any electronic
filing.  Nothing contained in this Section should be construed to in
any manner limit any other authorization by OMNI of the filing of financing
statements by or on Agent’s behalf or for Agent’s benefit.
  5.           Conditions
Precedent.  The provisions contained herein shall only be
effective upon the satisfaction of each of the following conditions precedent in
a manner satisfactory to Agent:
  (a)  Agent
shall have received this Amendment, duly authorized, executed and delivered by
Borrowers, Guarantors and the Required Lenders;
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  (b)  Agent
shall have received, in form and substance satisfactory to Agent, a Guarantee of
the Obligations of OMNI to Agent and Lenders, duly authorized, executed and
delivered by each Existing Borrower and each Guarantor;
  (c)  Agent
shall have received, in form and substance satisfactory to Agent, a Pledge and
Security Agreement granting to Agent a pledge of and lien on all of the issued
and outstanding shares of Capital Stock of OMNI, duly authorized, executed and
delivered by Parent, together with evidence of the delivery to the Working
Capital Agent of the original stock certificates evidencing all of the issued
and outstanding shares of Capital Stock of OMNI and undated stock powers with
respect thereto duly executed in blank;
  (d)  Agent
shall have received, in form and substance satisfactory to Agent, a Trademark
Collateral Assignment and Security Agreement, duly authorized, executed and
delivered by OMNI granting to Agent a pledge of and lien on all of the
trademarks and related Collateral of OMNI;
  (e)  Agent
shall have received, in form and substance satisfactory to Agent, a Patent
Collateral Assignment and Security Agreement, duly authorized, executed and
delivered by OMNI granting to Agent a pledge of and lien on all of the patents
and related Collateral of OMNI;
  (f)  Agent
shall have received, in form and substance satisfactory to Agent, an Information
Certificate duly authorized, executed and delivered by OMNI in favor of Agent
and Lenders;
  (g)  Agent
shall have received original good standing certificates and certificates of
authority to do business (or their equivalent) from the Secretary of State (or
comparable official) of the State of New Hampshire and each jurisdiction in
which OMNI conducts business;
  (h)  Agent
shall have received and reviewed UCC, Federal and State tax lien and judgment
searches against OMNI in its jurisdiction of incorporation, the jurisdiction in
which its chief executive office is located and all jurisdictions in which its
assets are located, which search results shall be in form and substance
reasonably satisfactory to Agent;
  (i)  Agent
shall have received for OMNI, (i) a copy of its Certificate of Incorporation
(and all amendments thereto), certified by the Secretary of State of the State
of New Hampshire as of the most recent practicable date certifying that each of
the foregoing documents remains in full force and effect and has not been
modified or amended, except as described therein, and (ii) a copy of its
Bylaws, certified by its Secretary or Assistant Secretary;
  (j)  Agent
shall have received, in form and substance satisfactory to Agent, a Secretary’s
Certificate from OMNI with respect to, among other things, the resolutions of
the Board of Directors of such Borrower and Guarantor evidencing the adoption
and subsistence of resolutions approving the execution, delivery and performance
by such Borrower and Guarantor of this Amendment and the other Amendment
Documents;
  (k)  Agent
shall have received, in form and substance satisfactory to Agent, (i) true,
correct and complete copies of the OMNI Purchase Agreements, duly authorized,
executed and delivered by the parties thereto, and such other information and
documents that Agent may request, (ii) pro forma financial statements of Parent
and its Subsidiaries after the consummation of the OMNI Acquisition, and (iii) a
certificate of the chief financial officer of Parent, demonstrating on a pro
forma basis compliance with all covenants set forth in Section 9.17 of the
Loan Agreement as if the consummation of the OMNI Acquisition occurred on the
first day of the most recently ended test period for each of the covenants set
forth in Section 9.17 of the Loan Agreement for which financial statements have
been delivered in accordance with Section 9.6 of the Loan Agreement, which shall
be in form and substance satisfactory to Agent;
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  (l)  Agent
shall have received, in form and substance satisfactory to Agent, an Amendment
to the Working Capital Loan Agreement (the “Working Capital Amendment”), duly
authorized, executed and delivered by Working Capital Agent, Borrowers and
Guarantors, which Working Capital Amendment shall be in full force and
effect.
  (m)  the
maximum aggregate amount of cash consideration paid to OMNI Sellers in
connection with the OMNI Acquisition shall not exceed $3,000,000, excluding
working capital adjustments of up to $500,000;
  (n)  immediately
after giving effect to the OMNI Acquisition, Excess Availability as determined
by Agent shall be not less than $5,000,000;
  (o)  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 or any
other Amendment Documents which any Borrower or Guarantor is required to obtain
from any other Person; and
  (p)  no
Default or Event of Default shall have occurred and be continuing immediately
before and after giving effect to the OMNI Acquisition.
  6.           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 Loans to Borrowers:
  (a)  each
Borrower and Guarantor is a corporation duly organized and in good standing
under the laws of its jurisdiction of incorporation and is duly qualified as a
foreign corporation and in good standing in all states, provinces or other
jurisdictions where the nature and extent of the business transacted by it or
the ownership of assets makes such qualification necessary, except for those
jurisdictions in which the failure to so qualify would not have a Material
Adverse Effect;
  (b)  this
Amendment, 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 Amendment No.
13 Effective Date, and the agreements and obligations of each of the Borrowers
and Guarantors contained herein and therein constitute the legal, valid and
binding obligations of each of the Borrowers and Guarantors, enforceable against
them in accordance with their terms, except as enforceability is limited by
bankruptcy, insolvency, moratorium or other similar laws affecting creditors’
rights generally and by general equitable principles;
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  (c)  the
execution, delivery and performance of this Amendment and the other Amendment
Documents, (a) are all within each Borrower’s and Guarantor’s corporate powers
and (b) are not in contravention of law or the terms of any Borrower’s or
Guarantor’s certificate or articles of incorporation, by laws, or other
organizational documentation, or any indenture, agreement or undertaking
(including, without limitation, the Working Capital Loan Agreement) to which any
Borrower or Guarantor is a party or by which any Borrower or Guarantor or its
property are bound;
  (d)  neither
the execution and delivery of this Amendment, 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 (v) violates or shall violate any provision of the
Certificate of Incorporation or By-Laws of any Borrower or
Guarantor;
  (e)  No
action of, or filing with, or consent of any Governmental Authority (other than
the filing of UCC financing statements with respect to OMNI), and no approval or
consent of any other third party that has not been obtained, is required to
authorize, or is otherwise required in connection with, the execution, delivery
and performance of this Amendment and 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 Amendment No. 13 Effective Date as if made on
the Amendment No. 13 Effective Date, 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)  all
actions and proceedings required by the OMNI Purchase Documents, or applicable
law or regulation in connection therewith have been duly and validly taken and
consummated;
  (h)  after
giving effect to the consummation of the OMNI Acquisition, all of the assets and
properties of OMNI and Parent are owned by OMNI and Parent, free and clear of
all Liens of any kind, nature or description, except those security interests
granted pursuant hereto in favor of Agent, and except for liens and security
interests (if any) permitted under the Loan Agreement or the other Financing
Agreements;
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  (i)  all
of the shares of Capital Stock of OMNI (i) are noted in its books and records,
and (ii) have been duly authorized, validly issued and are fully paid and
non-assessable, free and clear of all claims, liens, pledges and encumbrances of
any kind;
  (j)  as
of the Amendment No. 13 Effective Date, OMNI (i) is a corporation, duly formed
and validly existing in good standing under the laws of the State of New
Hampshire; (ii) is duly licensed or qualified to do business as a foreign
corporation, and is in good standing in each jurisdiction wherein the character
of the properties owned or licensed or the nature of the business of OMNI makes
such licensing or qualification to do business necessary except for those
jurisdictions where the failure to so qualify would not reasonably be expected
to have a Material Adverse Effect; and (iii) has all requisite power and
authority to own, lease and operate its properties and to carry on its business
as it is now being conducted and as presently contemplated will be conducted in
the future;
  (k)  immediately
after giving effect to the transactions contemplated under this Amendment and
the OMNI Purchase Documents, on the Amendment No. 13 Effective Date, each
Borrower is Solvent;
  (l)  no
court of competent jurisdiction has issued any injunction, restraining order or
other order which prohibits the consummation of the transactions contemplated by
the OMNI Purchase Documents and no governmental or other action or proceeding
has been threatened or commenced seeking any injunction, restraining order or
other order which seeks to void or otherwise modify the transactions
contemplated by the OMNI Purchase Documents, nor compliance with the provisions
thereof;
  (m)  the
Working Capital Amendment (as defined above) has been executed and delivered by
all parties thereto and is in full force and effect; and
  (n)  after
giving effect to the transactions contemplated by this Amendment, the other
Amendment Documents and the OMNI Purchase Documents, no Default or Event of
Default exists or has occurred and is continuing.
  7.           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,
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  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.
  8.           Effect of this
Agreement.  Except as expressly amended or waived 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 Amendment No. 13 Effective Date.  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.
  9.           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.
  10.           Governing
Law.  The validity, interpretation and enforcement of this
Amendment and the other Financing Agreements (except as otherwise provided
therein) and any dispute arising out of the relationship between the parties
hereto, whether in contract, tort, equity or otherwise, shall be governed by the
internal laws of the State of New York but excluding any principles of conflicts
of law or other rule of law that would cause the application of the law of any
jurisdiction other than the laws of the State of New York.
  11.           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.
  12.           Headings.  The
headings listed herein are for convenience only and do not constitute matters to
be construed in interpreting this Amendment.
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  13.           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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   11
  IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
on the day and year first above written.
 
 AGENTSTEEL
      PARTNERS II, L.P., as AgentBy:
              /s/Title:
 
 
 
  
 
 
 
 
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 BORROWERSHANDY
      & HARMANBy:
                /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 CORPORATIONBy:
                /s/Name:Title:CANFIELD
      METAL COATING CORPORATIONBy:
                /s/Name:Title:
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 MICRO-TUBE
      FABRICATORS, INC.By:
                /s/Name:Title:INDIANA
      TUBE CORPORATIONBy:
                /s/Name:Title:LUCAS-MILHAUPT,
      INC.By:
                /s/Name:Title:HANDY
      & HARMAN ELECTRONIC MATERIALS CORPORATIONBy:
                /s/Name:Title:SUMCO
      INC.By:
                /s/Name:Title:OMG
      ROOFING, INC.By:
                /s/Name:Title:OMNI
      TECHNOLOGIES CORPORATION OF DANVILLEBy:
                /s/Name:Title:
 
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 GUARANTORSHANDY
      & HARMAN OF CANADA, LIMITEDBy:
                /s/Name:Title:ELE
      CORPORATIONBy:
                /s/Name:Title:ALLOY
      RING SERVICE INC.By:
                /s/Name:Title:DANIEL
      RADIATOR CORPORATIONBy:
                /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 CORPORATIONBy:
                /s/Name:Title:SWM,
      INC.By:
                /s/Name:Title:WILLING
      B WIRE CORPORATIONBy:
                /s/Name:Title: