Exhibit 4.23




AMENDMENT
NO. 22 TO LOAN AND SECURITY AGREEMENT





AMENDMENT
NO. 22 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”), Wachovia Bank,
National Association, a national banking association that is successor by merger
to Congress Financial Corporation, in its capacity as agent pursuant to the Loan
Agreement (as hereinafter defined) acting for the financial institutions party
thereto as lenders (in such capacity, together with its successors and assigns,
“Agent”), and the financial institutions party thereto as lenders (collectively,
“Lenders”).





W I T N E S S E T
H:





WHEREAS, Agent, Lenders, Borrowers
and Guarantors have entered into financing arrangements pursuant to which
Lenders (or Agent on behalf of Lenders) have made and provided and may hereafter
make and provide loans, advances and other financial accommodations to Borrowers
as set forth in the Loan and Security Agreement, dated March 31, 2004, by and
among Agent, Lenders, Borrowers and Guarantors, as amended by Consent and
Amendment No. 1 to Loan and Security Agreement, dated as of August 31, 2004,
Amendment No. 2 to Loan and Security Agreement, dated as of October 29, 2004,
Amendment No. 3 to Loan and Security Agreement, dated as of December 29, 2004,
Amendment No. 4 to Loan and Security Agreement, dated as of May 20, 2005,
Amendment No. 5 to Loan and Security Agreement, dated as of September 8,
2005, Amendment No. 6 and Waiver to Loan and Security Agreement, dated as of
December 29, 2005, Consent and Amendment No. 7 to Loan and Security Agreement,
dated as of January 24, 2006, Consent and Amendment No. 8 to Loan and Security
Agreement, dated as of March 31, 2006, Amendment No. 9 to Loan and Security
Agreement, dated as of July 18, 2006, Amendment No. 10 to Loan and Security
Agreement, dated as of October 30, 2006, Amendment No. 11 and Waiver to Loan and
Security Agreement, dated as of December 28, 2006, Amendment No. 12 and Consent
to Loan and Security Agreement, dated as of December 28, 2006, Amendment No. 13
and Waiver to Loan and Security Agreement, dated as of March 29, 2007, Amendment
No.
14 to Loan and Security Agreement, dated as of July 20, 2007, Amendment No. 15
to Loan and Security Agreement, dated as of September 10, 2007, Amendment No. 16
to Loan and Security Agreement, dated as of November 5, 2007, Amendment No. 17
to Loan and Security Agreement, dated as of January 11, 2008, Amendment No.
18 to Loan and Security Agreement, dated as of February 14, 2008, Amendment No.
19 to Loan and Security Agreement, dated as of February 14, 2008, Amendment No.
20 to Loan and Security Agreement, dated as of September 26, 2008, and Amendment
No. 21 to Loan and Security Agreement, dated as of October 29, 2008 (as the same
may hereafter be further amended, modified, supplemented, extended, renewed,
restated or replaced, the “Loan Agreement”), and the other agreements, documents
and instruments referred to therein or at any time executed and/or delivered in
connection therewith or related thereto (all of the foregoing, together with the
Loan Agreement, as the same now exist or may hereafter be amended, modified,
supplemented, extended, renewed, restated or replaced, being collectively
referred to herein as the “Financing Agreements”);












WHEREAS,
Borrowers have requested that Agent and Lenders make certain amendments to
the Loan Agreement and the other Financing Agreements, and Agent and Lenders are
willing to make such amendments, subject to terms and conditions set forth
herein;





WHEREAS,
by this Amendment, Borrowers, Guarantors, Agent and Lenders desire and intend to
evidence such amendments;





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





1.      Definitions.





(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. 22” shall mean Amendment No. 22 to Loan and Security Agreement, dated as of
March 12, 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. 22 Effective Date” shall mean the first date on which all of the conditions
precedent to the effectiveness of Amendment No. 22 shall have been satisfied or
shall have been waived by Agent.




2





(iii)   “Exempt
Subsidiary” shall mean that certain Subsidiary of Parent designated as such in
writing by Agent, Term B Loan Lender and the Required Lenders.





(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)   Adjusted Eurodollar
Rate.  The definition of “Adjusted Eurodollar Rate” in Section
1.3 of the Loan Agreement is hereby amended by deleting such definition in its
entirety and replacing it with the following:





“1.3  ‘Adjusted
Eurodollar Rate’ shall mean, with respect to each Interest Period for any
Eurodollar Rate Loan, the greater of (a) (i) with respect to the Term B
Loan, three and one-quarter (3.25%) percent per annum, and (ii) with respect to
all other Loans, one (1%) percent per annum, and (b) the rate per annum
(rounded upwards, if necessary, to the next one-sixteenth (1/16) of
one (1%) percent) determined by dividing (i) the Eurodollar Rate for such
Interest Period by (ii) a percentage equal to: (A) one (1) minus
(B) the Reserve Percentage.  For purposes hereof, “Reserve
Percentage” shall mean the reserve percentage, expressed as a decimal,
prescribed by any United States or foreign banking authority for determining the
reserve requirement which is or would be applicable to deposits of United States
dollars in a non-United States or an international banking office of Reference
Bank used to fund a Eurodollar Rate Loan or any Eurodollar Rate Loan made with
the proceeds of such deposit, whether or not the Reference Bank actually holds
or has made any such deposits or loans.  The Adjusted Eurodollar Rate
described in clause (b)(ii) above shall be adjusted on and as of the effective
day of any change in the Reserve Percentage.”





(ii)   Applicable
Margin.  The definition of “Applicable Margin” in Section 1.8
of the Loan Agreement is hereby amended by deleting such definition in its
entirety and replacing it with the following:





“1.8  ‘Applicable
Margin’ shall mean, at any time, as to the Interest Rate for Prime Rate Loans
(other than the Term B Loan) and the Interest Rate for Eurodollar Rate Loans
(other than the Term B Loan), the applicable percentage (on a per annum basis)
set forth below if the Quarterly Average Excess Availability for the immediately
preceding fiscal quarter is at or within the amounts indicated for such
percentage:








3





Tier
                      Quarterly
                        Average
                        Excess
      Availability
                      Applicable Prime Rate
Margin
                      Applicable Eurodollar Rate
      MarginRevolving
      Loans
                      Term
      Loans, Equipment
                        Purchase
      Term Loans
                        and
      Supplemental Loans
                      Revolving
      Loans
                      Term
      Loans,Equipment
                        PurchaseTerm
      Loans
                        andSupplemental LoansI
                      $15,000,000
      or more
                      1.00%
                      1.50%
                      2.75%
                      3.25%II
                      Equal
      to or greater than $10,000,000 but less than $15,000,000
                      1.25%
                      1.75%
                      3.00%
                      3.50%III
                      Less
      than $10,000,000
                      1.50%
                      2.00%
                      3.25%
                      3.75%





provided, that, (i) the
Applicable Margin shall be calculated and established once each fiscal quarter
(commencing with the fiscal quarter commencing on or about April 1, 2009) and
shall remain in effect until adjusted for the next fiscal quarter, (ii) each
adjustment of the Applicable Margin shall be effective as of the first day of
each fiscal quarter based on the Quarterly Average Excess Availability for the
immediately preceding fiscal quarter, and (iii) the Applicable Margin
through the fiscal quarter ending on or about March 31, 2009 shall be the amount
set forth in Tier I above.  In the event that at any time after the
end of a fiscal quarter the Quarterly Average Excess Availability for such
fiscal quarter used for the determination of the Applicable Margin is different
than the actual amount of the Quarterly Average Excess Availability for such
fiscal quarter as a result of the inaccuracy of information provided by or on
behalf of Borrowers to Agent for the calculation of Quarterly Average Excess
Availability, the Applicable Margin for such prior fiscal quarter shall be
adjusted to the applicable percentage based on such actual Quarterly Average
Excess Availability and any difference in the amount of interest for the
applicable period as a result of such recalculation shall be, in the case of
additional interest to be paid, promptly paid to Agent, or in the case of excess
interest paid, reimbursed to Borrowers.  The foregoing shall not be
construed to limit the rights of Agent and Lenders with respect to the amount of
interest payable after a Default or Event of Default whether based on such
recalculated percentage or otherwise.”





(iii)   Applicable Term B Loan
Margin.  The definition of “Applicable Term B Loan Margin” in
the Loan Agreement is hereby amended by deleting such definition in its entirety
and replacing it with the following:





“
‘Applicable Term B Loan Margin’ shall mean: (a) as to the Interest Rate for the
portion of the Term B Loan bearing interest at the Prime Rate, ten (10%) percent
per annum, and (b) as to the Interest Rate for the portion of the Term B Loan
bearing interest at the Adjusted Eurodollar Rate, eleven and
three-quarters (11.75%) percent per annum.”




4





(iv)   Continuing
Reserve.  The definition of “Continuing Reserve” in
Section 1.27 of the Loan Agreement is hereby amended by deleting such
definition in its entirety and replacing it with the following:





“1.27  ‘Continuing
Reserve’ shall mean a continuing Reserve in the amount of $2,500,000 which shall
remain in effect at all times.”





(v)   EBITDA.  The
definition of “EBITDA” in Section 1.32 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).”





(vi)   Eligible
Accounts.  The definition of “Eligible Accounts” in
Section 1.33 of the Loan Agreement is hereby amended by deleting the
proviso to clause (e)(ii) of such definition and replacing it with the
following:





“provided, that, a Foreign
Account shall not be deemed ineligible solely for failure to comply with the
requirements of this clause (e)(ii) so long as the aggregate amount of all such
Foreign Accounts does not exceed at any time the lesser of (x) $3,000,000 and
(y) the amount equal to fifty (50%) percent of all Foreign
Accounts;”.




5





(vii)   Intercreditor
Agreement.  The definition of “Intercreditor Agreement” in
Section 1.66 of the Loan Agreement is hereby amended by deleting such definition
in its entirety and replacing it with the following:





“1.66
‘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. 22 Effective Date, by and among Agent, Bairnco Agent and
Tranche B Term Loan 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.”





(viii)   Maximum
Credit.  The definition of “Maximum Credit” in
Section 1.82 of the Loan Agreement is hereby amended by deleting such
definition in its entirety and replacing it with the following:





“1.82  ‘Maximum
Credit’ shall mean $115,000,000.”





(ix)   Prime
Rate.  The definition of “Prime Rate” in Section 1.105 of
the Loan Agreement is hereby amended by deleting such definition in its entirety
and replacing it with the following:





“1.105
‘Prime Rate’ shall mean, on any date, the greater of (a) the rate from time to
time publicly announced by Wachovia Bank, National Association, or its
successors, as its prime rate, whether or not such announced rate is the best
rate available at such bank, and (b) (i) with respect to the Term B Loan, five
(5%) percent per annum, and (ii) with respect to all other Loans, three (3%)
percent per annum.”





(x)   Quarterly Average Excess
Availability.  The definition of “Quarterly Average Excess
Availability” in Section 1.138 of the Loan Agreement is hereby amended by
deleting such definition in its entirety and replacing it with the
following:





“1.138
‘Quarterly Average Excess Availability’ shall mean, at any time, the daily
average Excess Availability for the immediately preceding fiscal quarter as
calculated by Agent; provided, that, for purposes of
this definition, the calculation of the amount of the Borrowing Base in the
determination of the amount of Excess Availability shall be computed without
regard to the Continuing Reserve.”




(xi)   Revolving Loan
Limit.  The definition of “Revolving Loan Limit” in
Section 1.120 of the Loan Agreement is hereby amended by deleting such
definition in its entirety and replacing it with the following:





“1.120  ‘Revolving
Loan Limit’ shall mean, at any time, the amount equal to $75,000,000, less the outstanding
aggregate principal amount of the Term Loans, Equipment Purchase Term Loans and
Supplemental Term Loans.”




6





(xii)   Specified
Subsidiaries.  The definition of “Specified Subsidiaries” in
the Loan Agreement is hereby amended by deleting such definition in its entirety
and replacing it with the following:





“
‘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).”





(xiii)   Term B
Loan.  The definition of “Term B Loan” in the Loan Agreement is
hereby amended by deleting such definition in its entirety and replacing it with
the following:





“ ‘Term B
Loan’ shall mean the term loan made by or on behalf of Term B Loan Lenders
to Borrowers as provided for in Section 2.3C hereof.”





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





2.      Letters of
Credit.





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




7





“(b)  In
addition to any charges, fees or expenses charged by any bank or issuer in
connection with the Letter of Credit Accommodations, Borrowers shall pay to
Agent, for the benefit of Revolving Loan Lenders, a letter of credit fee at a
rate equal to two (2%) percent per annum on the daily outstanding balance of the
Letter of Credit Accommodations for the immediately preceding month (or part
thereof), payable in arrears as of the first day of each succeeding month,
except that Agent may, and upon the written direction of Required Lenders shall,
require Borrowers to pay to Agent for the benefit of Revolving Loan Lenders such
letter of credit fee, at a rate equal four (4%) percent per annum on such daily
outstanding balance for: (i) the period from and after the date of termination
hereof until Agent and Revolving Loan Lenders have received full and final
payment of all Obligations (notwithstanding entry of a judgment against any
Borrower) and (ii) the period from and after the date of the occurrence of an
Event of Default for so long as such Event of Default is continuing as
determined by Agent. Such letter of credit fee shall be calculated on the basis
of a three hundred sixty (360) day year and actual days elapsed and the
obligation of Borrowers to pay such fee shall survive the termination of this
Agreement.”





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





“(e)  Except
in Agent's discretion, with the consent of all Lenders, the amount of all
outstanding Letter of Credit Accommodations and all other commitments and
obligations made or incurred by Agent or any Lender in connection therewith
shall not at any time exceed $15,000,000.”





3.      Term Loans, Equipment
Purchase Term Loans and Supplemental Loans.  Subject to the
absence of any Events of Default and subject to such terms and conditions to be
agreed upon among Agent, Revolving Loan Lenders and Administrative Borrower
pursuant to an amendment to the Loan Agreement and amendments to existing
Financing Agreements or new Financing Agreements (if any) to be entered into in
accordance with the terms hereof, Revolving Loan Lenders severally (and not
jointly) will agree to increase the outstanding principal amount of the Term
Loans to an amount not to exceed the lesser of (a) $15,000,000 and
(b) the sum of (i) eighty-five (85%) percent of the net orderly
liquidation value of certain Equipment of Borrowers and Guarantors to be agreed
upon among Revolving Loan Lenders and Administrative Borrower, as such value is
set forth in the appraisals described in the proviso below, and (ii) sixty (60%)
percent of the fair market value of certain Real Property of Borrowers and
Guarantors to be agreed upon among Revolving Loan Lenders and Administrative
Borrower, as such value is set forth in the appraisals described in the proviso
below; provided, that, (x) the
agreement of Revolving Loan Lenders to increase the principal amount of the Term
Loans in accordance with this Section shall be conditioned upon, among other
things, the receipt by Agent of written appraisals as to such Equipment and Real
Property, in form, scope and methodology acceptable to Agent and by appraisers
acceptable to Agent, addressed to Agent and upon which Agent is expressly
permitted to rely, and (y) Borrowers shall not be required to pay to Lenders an
additional amendment fee in connection with such increase in the principal
amount of the Term Loans.




8





4.      Term B
Loan.





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





“(a)  Making of the Term B
Loan.  (i) Borrowers and Guarantors hereby acknowledge, confirm
and agree that (A) Term B Loan Lenders made a term loan to Borrowers on the
Amendment No. 12 Effective Date in the original principal amount of $42,000,000
and certain Term B Loan Lenders made an additional term loan to Borrowers on the
Amendment No. 18 Effective Date in the original principal amount of $4,000,000
(collectively, the “Term B Loan”), and (B) as of the Amendment No. 22 Effective
Date and immediately prior to giving effect thereto, Borrowers are indebted to
Term B Loan Lenders for the Obligations in respect of the Term B Loan in the
principal amount of $42,333,333 (the “Amendment No. 22 Term B Loan Balance”),
plus accrued interest and fees thereon.  (ii)  On the
Amendment No. 22 Effective Date, subject to and upon the terms and conditions
contained herein and in Amendment No. 22, Borrowers shall prepay the Amendment
No. 22 Term B Loan Balance in the amount of $2,333,333 with proceeds of
Revolving Loans, so that after giving effect thereto, the outstanding principal
amount of the Term B Loan shall equal the amount of
$40,000,000.  (iii)  Within one (1) Business Day following
the effective date of any increase in the outstanding principal amount of the
Term Loans pursuant to an amendment to this Agreement (if any) to be entered
into in accordance with the terms hereof, subject to the terms and conditions of
such amendment, Borrowers shall prepay the Term B Loan in an amount equal to the
lesser of (A) $5,000,000 and (B) the amount equal to the difference between (x)
the aggregate principal amount of the Term Loans immediately after giving effect
to such increase and (y) the aggregate outstanding principal amount of the Term
Loans, Equipment Purchase Term Loans and Supplemental Term Loans immediately
prior to giving effect to such increase.”





(b)  Section
2.3C(c) of the Loan Agreement is hereby amended by deleting such Section in its
entirety and replacing it with the following:





“(c)  Repayment of Term B
Loan.  The principal amount of the Term B Loan shall be repaid
in full on the Termination Date (or if earlier, upon an Event of Default as
provided in Section 10.2 hereof).  Borrowers may make a voluntary
prepayment, without premium or penalty, in whole or in part of the outstanding
principal amount of the Term B Loan so long as each of the following conditions
is satisfied: (i) as of the date of any such prepayment and after giving
effect thereto, no Default or Event of Default shall exist or have occurred and
be continuing, (ii) for each of the thirty (30) consecutive days prior to
any such prepayment, Excess Availability shall have been not less than
$15,000,000 and immediately after giving effect to any such prepayment, Excess
Availability shall be not less than $15,000,000, and (iii) Borrowers shall
provide Agent with at least one (1) but no more than five (5) Business Days’
prior written notice of such voluntary prepayment.  Any principal
amount of the Term B Loan which is repaid or prepaid may not be
reborrowed.”




9





(c)  Section
2.3C(d) of the Loan Agreement is hereby amended by deleting such Section in its
entirety and replacing it with the following:





“(d)  Term B Loan
Fees.





(i)  Borrower
agrees to pay Agent, for the benefit of the Term B Loan Lender, the fees and
other amounts set forth in the Term B Loan Fee Letter in the amounts and at the
time specified therein.





(ii)  In
the event that any of the Term B Loan is prepaid prior to the eighteen (18)
month anniversary of the Amendment No. 22 Effective Date, except as otherwise
provided below, Borrowers, jointly and severally, shall pay to Agent, for the
account of Term B Loan Lenders (to the extent and in accordance with the
arrangements between Term B Loan Lenders), a non-refundable prepayment fee
(“Prepayment Fee”) in an amount equal to (A) three (3%) percent of the
amount of the prepayment, if such prepayment is made prior to the twelve (12)
month anniversary of the Amendment No. 22 Effective Date, and (B) one (1%)
percent of the amount of the prepayment, if such prepayment is made after the
twelve (12) month anniversary of the Amendment No. 22 Effective Date but on or
before the eighteen (18) month anniversary of the Amendment No. 22 Effective
Date.  Each such Prepayment Fee shall be due and payable on the date
of each such prepayment.  Notwithstanding the foregoing, no Prepayment
Fee shall be payable pursuant to this Section in connection with (A) the
prepayments required to be made under Section 2.3C(a) or 2.4(c) hereof, and
(B) any prepayment (in an amount up to $5,000,000) required to be made in
connection with an increase in the outstanding principal amount of the Term
Loans.”





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





“(c)  (i)
Upon the sale or disposition of any Collateral by any Borrower or any of its
Subsidiaries as permitted in Section 9.7(b)(ii) or (vi) hereof, the sale by
Canfield, Lucas, H&H Tube or H&H Canada of the fee-owned Real Properties
of such Borrowers and Guarantors located in Canfield, Ohio, Cudahy, Wisconsin,
Norristown, Pennsylvania and Rexdale, Ontario, respectively, as permitted in
Section 9.7(b)(vii) hereof, the sale of all or substantially all of the Capital
Stock or the assets and properties of Canfield as permitted in Section
9.7(b)(viii) hereof, or the sale or disposition of any Collateral by any
Borrower or any of its Subsidiaries not otherwise permitted by the terms of this
Agreement but consented to by the Required Lenders, Borrowers shall immediately
prepay the Obligations as set forth below, in an amount equal to 100% of the Net
Cash Proceeds received by such Borrower or such Subsidiary in connection with
such sale or disposition:




10





(A)  if
such sale or disposition includes Inventory or Accounts, then the portion of the
Net Cash Proceeds attributable to such Inventory or Accounts shall be applied,
first, to the
outstanding principal amount of the Revolving Loans, second, to the
outstanding principal amount of the Term Loans, third, to the
outstanding principal amount of the Equipment Purchase Term Loans, fourth, to the
outstanding principal amount of the Supplemental Term Loans, and fifth, to the
outstanding principal amount of the Term B Loan; and





(B)  if
such sale or disposition includes any Collateral (other than Inventory or
Accounts), then the portion of the Net Cash Proceeds attributable to such other
Collateral shall be applied, first, to the
outstanding principal amount of the Term Loans, second, to the
outstanding principal amount of the Equipment Purchase Term Loans, third, to the
outstanding principal amount of the Supplemental Term Loans, and fourth, at Borrowers’
option, to either (x) the outstanding principal amount of the Term B Loan
or (y) the outstanding principal amount of the Revolving Loans so long as (in
the case of this clause (y) only) Agent establishes and maintains a permanent
Reserve in an amount equal to the amount of such Net Cash Proceeds that are so
applied by the prepayment of the Revolving Loans.





(ii) Upon
the sale or disposition of the Capital Stock, assets or properties of Indiana
Tube Denmark as permitted in Section 9.7(b)(v) hereof, the sale or disposition
of the Real Property of Sumco located in Indianapolis, Indiana as permitted in
Section 9.7(b)(vii) hereof, the sale or disposition of the Capital Stock, assets
or properties of Sumco as permitted in Section 9.7(b)(viii) hereof, or the sale
or disposition of the Capital Stock, assets or properties of the Exempt
Subsidiary as permitted in Section 9.7(b)(ix) hereof, Borrowers shall
immediately prepay the Obligations as set forth below, in an amount equal to
100% of the Net Cash Proceeds received by the applicable Borrower, Guarantor or
Subsidiary in connection with such sale or disposition:





(A)  if
such sale or disposition includes Inventory or Accounts, then the portion of the
Net Cash Proceeds from such sale or other disposition attributable to such
Inventory or Accounts shall be applied, first, to the
outstanding principal amount of the Revolving Loans in an amount equal to the
aggregate principal amount of the Revolving Loans and Letter of Credit
Accommodations then outstanding which are based on such Inventory or Accounts,
second, to the
outstanding principal amount of the Term B Loan, third, to the
outstanding principal amount of the Revolving Loans in an amount equal to the
aggregate principal amount of the Revolving Loans and Letter of Credit
Accommodations then outstanding which are not based on such Inventory or
Accounts, fourth, to the
outstanding principal amount of the Term Loans, fifth, to the
outstanding principal amount of the Equipment Purchase Term Loans, and sixth, to the
outstanding principal amount of the Supplemental Term Loans; and




11





(B)  if
such sale or disposition is of any Collateral (other than Inventory or
Accounts), then:





(1)  the
portion of the Net Cash Proceeds from such sale or other disposition
attributable to the Real Property and Equipment included in such sale or
disposition shall be applied, first, to the
outstanding principal amount of the Term Loans (which prepayment shall in no
event be less than (aa) the amount of $802,217 in connection with the sale of
Real Property by Sumco located in Indianapolis, Indiana, (bb) $86,054 in
connection with the sale of Equipment of Sumco, (cc) $556,292 in connection
with the sale of Real Property by the Exempt Subsidiary, and (dd) $241,049 in
connection with the sale of Equipment by the Exempt Subsidiary), second, to the
outstanding principal amount of the Supplemental Term Loans (which prepayment
shall in no event be less than (aa) the amount of $491,000 in connection
with the sale of Real Property by Sumco located in Indianapolis, Indiana, (bb)
$53,000 in connection with the sale of Equipment of Sumco, (cc) $341,000 in
connection with the sale of Real Property by the Exempt Subsidiary, and (dd)
$148,000 in connection with the sale of Equipment by the Exempt Subsidiary),
third, to the
outstanding principal amount of the Term B Loan, and fourth, to the
outstanding principal amount of the Revolving Loans, and





(2)  all
other Net Cash Proceeds from such sale or other disposition of Collateral (other
than Inventory and Accounts) shall be applied, first, to the
outstanding principal amount of the Term B Loan, second, to the
outstanding principal amount of the  Term Loans, third, to the
outstanding principal amount of the Supplemental Loans, fourth, to the
outstanding principal amount of the Equipment Purchase Term Loans, and fifth, to the
outstanding principal amount of the Revolving Loans,”.





6.      Fees.





(a)  Unused Line
Fee.  Section 3.2(a) of the Loan Agreement is hereby amended by
deleting such Section in its entirety and replacing it with the
following:





“(a)  Borrowers
shall pay to Agent, for the account of Revolving Loan Lenders, monthly an unused
line fee at a rate equal to one half of one (.50%) percent per annum calculated
upon the amount by which the Specified Unused Line Fee Amount exceeds the
average daily principal balance of the outstanding Revolving Loans and Letter of
Credit Accommodations during the immediately preceding month (or part thereof)
while this Agreement is in effect and for so long thereafter as any of the
Obligations are outstanding, which fee shall be payable on the first day of each
month in arrears.  For purposes of this Section, the term “Specified
Unused Line Fee Amount” shall mean, at any time, the amount equal to the total
amount of Revolving Loan Commitments at such time, less
$5,000,000.”




12




(b)  Arrangement
Fee.  Section 3.2 of the Loan Agreement is hereby amended by
inserting the following new subsection (e) to the end of such
Section:





“(e)  Borrowers
shall pay to Agent, for its own account, an arrangement fee in the amount of the
Specified Arrangement Fee Amount (as hereinafter defined), which fee shall be
fully earned on the Amendment No. 22 Effective Date and payable on July 1,
2010 (the “Specified Arrangement Fee Payment Date”); provided, that, the entire
amount of such arrangement fee shall become immediately due and payable, without
notice or demand, at Agent’s option, upon the termination of this Agreement
prior to the Specified Arrangement Fee Payment Date.  For purposes of
this Section, the term “Specified Arrangement Fee Amount” shall mean the
aggregate amount of the Commitments in respect of the Revolving Loans, Term
Loans, Equipment Purchase Term Loans and Supplemental Loans on the Specified
Arrangement Fee Payment Date (or, if earlier, immediately preceding the date of
termination of this Agreement), multiplied by one quarter of one (.25%)
percent.  Notwithstanding the foregoing, in the event that prior to
the Specified Arrangement Fee Payment Date, all of the Obligations in respect of
the Revolving Loans and Letter of Credit Accommodations (other than contingent
indemnification obligations that survive the termination of the Loan Agreement)
shall have been indefeasibly paid and satisfied in full in immediately available
funds (and Agent shall have received cash collateral as provided in
Section 13.1(a) of the Loan Agreement) and the Commitments have been
terminated, Borrowers shall not be required to pay the Specified Arrangement Fee
Amount otherwise payable pursuant to this Section.”





7.      Financial Statements and
Other Information.  Section 9.6(a) of the Loan Agreement is
hereby amended by deleting subsections (iii) and (iv) from such Section in their
entirety and replacing them with the following:





“(iii)  within
ninety (90) days after the end of each fiscal year (other than the fiscal years
ended December 31, 2003, December 31, 2004, December 31, 2005, December 31,
2006, December 31, 2007, December 31, 2008, December 31, 2009 and December
31, 2010), audited consolidated financial statements of Parent and its
Subsidiaries (including balance sheets, statements of income and loss,
statements of cash flow and statements of shareholders’ equity) and unaudited
consolidating financial statements of Parent and its Subsidiaries (including
balance sheets and statements of income and loss), and the accompanying notes
thereto, all in reasonable detail, fairly presenting in all material respects
the financial position and the results of the operations of Parent and its
Subsidiaries as of the end of and for such fiscal year, together with the
unqualified opinion of independent certified public accountants with respect to
the audited consolidated financial statements, which accountants shall be an
independent accounting firm selected by Borrowers and acceptable to Agent, that
such audited consolidated financial statements have been prepared in accordance
with GAAP, and present fairly in all material respects the results of operations
and financial condition of Parent and its Subsidiaries as of the end of and for
the fiscal year then ended;




13





(iv)  within
one hundred fifty (150) days after the end of the fiscal years ended
December 31, 2007, December 31, 2008, December 31, 2009 and December 31,
2010, annual unaudited consolidated financial statements of Parent and its
Subsidiaries (including balance sheets, statements of income and loss,
statements of cash flow, and statements of shareholders' equity) and annual
unaudited consolidating financial statements of Parent and its Subsidiaries
(including balance sheets and statements of income and loss), all in reasonable
detail, fairly presenting in all material respects the financial position and
the results of the operations of Parent and its Subsidiaries as of the end of
and for the fiscal year then ended, all of which unaudited consolidated
financial statements and unaudited consolidating financial statements (other
than the statement of federal deferred tax assets and liabilities) shall be
certified to be correct by the chief financial officer of Parent, subject to
normal year-end adjustments and the absence of footnotes; and”.





8.      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
Agent, Term B Loan Lender and the Required Lenders;”.





(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:





“(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 Agent (and Agent shall have
received such evidence thereof as Agent may require) and Agent shall have
received such deeds, assignments or other agreements as 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) 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) 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”.




14





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





“(q) 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.”





10.    Indebtedness to Tranche B
Term Loan Lenders.





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





“(i)  the
principal amount of such Indebtedness shall not exceed $44,100,000 (exclusive of
non-cash capitalized interest and/or fees in respect of such Indebtedness which
is added to the principal amount thereof pursuant to the Tranche B Term
Loan Lender Agreements (as in effect on the Amendment No. 22 Effective Date)),
less the
aggregate amount of all repayments, repurchases or redemptions thereof, whether
optional or mandatory,”.





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





“(iv)  Borrowers
and Guarantors shall not, directly or indirectly:





(A) 
amend, modify, alter or change in any material respect any of the terms of such
Indebtedness or any of the Tranche B Term Loan Lender Agreements (as in effect
on the Amendment No. 22 Effective Date), except, that, Borrowers and Guarantors
may, after prior written notice to Agent, (1) amend, modify, alter of change the
terms thereof so as to (aa) extend the maturity thereof, (bb) defer the timing
of any payments in respect thereof, (cc) forgive or cancel any portion of such
Indebtedness, other than pursuant to payments thereof, (dd) reduce the
interest rate or any fees in connection therewith, (ee) release any liens on or
security interests in any assets or properties of Borrowers or Guarantors, or
(ff) increase the interest rate in connection therewith to a rate equal to
the rates set forth in clauses (a)(v) and (a)(vi) of the definition of
“Interest Rate” (as in effect on the Amendment No. 22 Effective Date) plus three (3%)
percent per annum, or (2) transfer or assign the obligations of Borrowers
and Guarantors in respect of such Indebtedness to WHX, so long as any such
transfer or assignment shall be on terms and conditions, and evidenced by such
documentation, in form and substance acceptable to Agent, or




15





(B) 
redeem, retire, defease, purchase or otherwise acquire such Indebtedness, or set
aside or otherwise deposit or invest any sums for such purpose, except as
permitted in clause (iii) above, and”.





11.    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;”.





12.    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 (o) of such Section
and replacing it with a semicolon, and (b) adding the following new clause
(p) at the end of such Section:





“and (p)
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), (iii) no Letter of Credit Accommodations shall support any
such Indebtedness, other than Letter of Credit Accommodations for the account of
Lucas for the benefit of the lender to Lucas China; and (iv) 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”




16





13.    Loans, Investments,
Etc.





(a)  Section
9.10(k)(i) 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. 22 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, (vii) the average Excess Availability for the thirty (30)
consecutive days immediately preceding the date of such loans shall not have
been less than $7,500,000, (viii) on the date of such loans and after giving
effect thereto, Excess Availability shall not be less than $7,500,000, and
(viii) such loans shall be repaid in full on or before the Termination
Date;”.





(b)  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. 22 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.”





14.    Financial
Covenants.





(a)  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:




17




Fiscal Month End
                                    Minimum EBITDAFebruary
      28, 2009
                                    $32,000,000March
      31, 2009
                                    $32,000,000April
      30, 2009
                                    $32,000,000May
      31, 2009
                                    $32,500,000June
      30, 2009
                                    $33,000,000July
      31, 2009
                                    $33,500,000August
      31, 2009
                                    $34,000,000September
      30, 2009
                                    $34,500,000October
      31, 2009
                                    $35,000,000November
      30, 2009
                                    $35,500,000December
      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 and Term B Loan Lenders).”





(b)  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.”




18





(c)  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.”





15.    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:





(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, first priority 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 first 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), (ii)
undated powers or other appropriate instruments of assignment executed in blank
with signature guaranteed (if applicable), (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.




19




16.    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.”





17.    After Acquired Real
Property.  Section 9.20 of the Loan Agreement is hereby amended
by deleting the reference to “$350,000” and replacing it with
“$425,000”.





18.    Costs and
Expenses.  Section 9.22(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”.





19.    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.”





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





21.    Amendment
Fees.  In addition to all other fees, charges, interest and
expenses payable by Borrowers to Agent and Lenders under the Loan Agreement and
the other Financing Agreements, in connection with the execution and delivery of
this Amendment:





(a)                 Borrowers
shall pay to Agent, for the ratable benefit of Revolving Loan Lenders (to the
extent and in accordance with the arrangements between Agent and each Revolving
Loan Lender), an amendment fee in the aggregate amount described below, which
fee shall be fully earned on the Amendment No. 22 Effective Date and
payable as follows: (i) the amount of $375,000 shall be due and payable on the
Amendment No. 22 Effective Date and (ii) the Specified Revolving Loan
Fee Amount (as hereinafter defined) shall be due and payable on July 1,
2010 (the “Specified Revolving Loan Fee Payment Date”); provided, that, the entire
amount of such amendment fee shall become immediately due and payable, without
notice or demand, at Agent’s option, upon the termination of the Loan Agreement
prior to the Specified Revolving Loan Fee Payment Date.  For purposes
of this Section, the term “Specified Revolving Loan Fee Amount” shall mean the
aggregate amount of the Commitments in respect of the Revolving Loans, Term
Loans, Equipment Purchase Term Loans and Supplemental Loans on the Specified
Revolving Loan Fee Payment Date (or, if earlier, on the date immediately
preceding the date of termination of the Loan Agreement), multiplied by one
quarter of one (.25%) percent.  Notwithstanding the foregoing, in the
event that prior to the Specified Revolving Loan Fee Payment Date, all of the
Obligations in respect of the Revolving Loans and Letter of Credit
Accommodations (other than contingent indemnification obligations that survive
the termination of the Loan Agreement) shall have been indefeasibly paid and
satisfied in full in immediately available funds (and Agent shall have received
cash collateral as provided in Section 13.1(a) of the Loan Agreement) and
the Commitments have been terminated, Borrowers shall not be required to pay the
Specified Revolving Loan Fee Amount otherwise payable pursuant to this
Section.




20





(b)                 Borrowers
shall pay to Agent, for the benefit of Term B Loan Lenders (to the extent and in
accordance with the arrangements among Term B Loan Lenders), an amendment fee in
the aggregate amount described below, which fee shall be fully earned on the
Amendment No. 22 Effective Date and payable as follows: (i) the amount of
$500,000 shall be due and payable on the Amendment No. 22 Effective Date
and (ii) the Specified Term B Loan Fee Amount (as hereinafter defined)
shall be due and payable on July 31, 2009 (the “Specified Term B Loan Fee
Payment Date”); provided, that, the entire
amount of such amendment fee shall become immediately due and payable, without
notice or demand, at the option of Term B Loan Lenders, upon the termination of
the Loan Agreement prior to the Specified Term B Loan Fee Payment
Date.  For purposes of this Section, the term “Specified Term B Loan
Fee Amount” shall mean the amount (if positive) equal to (1) the outstanding
balance of the Term B Loan on the Specified Term B Loan Fee Payment Date (or, if
earlier, on the date immediately preceding the date of termination of the Loan
Agreement), multiplied by two and one-half (2.5%) percent, less (2)
$500,000.





(c)                 Agent
shall have the option to charge the foregoing fees to any loan account of any
Borrower maintained by Agent.





22.    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, Amendment No.
2 to the Intercreditor Agreement (the “Intercreditor Agreement Amendment”), duly
authorized, executed and delivered by Bairnco Agent and Tranche B Term Loan
Agent, and acknowledged by Borrowers and Guarantors, which Intercreditor
Agreement shall be in full force and effect;





(c)                 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;




21





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





(e)                 Agent
shall have received, in form and substance satisfactory to Agent, Amendment No.
4 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, 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 June 30, 2012
(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, an Assignment
and Acceptance between Textron Financial Corporation (“Textron”) and Wachovia
Bank, National Association, in its individual capacity (in such capacity,
“Wachovia”), duly authorized, executed and delivered by Textron and Wachovia,
pursuant to which, among other things, Textron shall assign its entire
Commitment to Wachovia;





(h)                 Agent
shall have received, in form and substance satisfactory to Agent, an Assignment
and Acceptance between Wachovia and Bank of America, N.A. (“BofA”), duly
authorized, executed and delivered by Wachovia and BofA, pursuant to which,
among other things, Wachovia shall assign $10,500,000 of its Commitment to
BofA;





(i)                 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





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





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





(a)  within
sixty (60) days following the Amendment No. 22 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);




22





(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 (i) are all within each Borrower’s and Guarantor’s corporate powers
and (ii) are not in contravention of law or the terms of any Borrower’s or
Guarantor’s certificate or articles of incorporation, by laws, or other
organizational documentation, or any indenture, agreement or undertaking
(including, without limitation, the Tranche B Term Loan 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;





(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; (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 Tranche B Term Loan Documents 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;




23





(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;





(g)  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;





(h)  the
Tranche B Amendment 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.





24.    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.




24





25.    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.





26.    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.





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





28.    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.





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





30.    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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OF PAGE INTENTIONALLY LEFT BLANK]




25




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




AGENTWACHOVIA
      BANK, NATIONAL ASSOCIATION, as AgentBy:
              /s/Name:Title:
 
 LENDERSWACHOVIA
      BANK, NATIONAL ASSOCIATIONBy:
              /s/Name:Title:
 
 BANK
      OF AMERICA, N.A.By:
              /s/Name:Title:


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ABLECO
      FINANCE LLC, on behalf of itself and its Affiliate
  assignsBy:
              /s/Name:Title:
 
 FORTRESS
      CREDIT FUNDING III LP
                By:           Fortress
      Credit Funding III GP LLC, itsGeneral PartnerBy:
              /s/Name:Title:
 
 FORTRESS
      CREDIT FUNDING II LP
                
                By:           Fortress
      Credit Funding II GP LLC, itsGeneral PartnerBy:
              /s/Name:Title:
 
 FORTRESS
      CREDIT FUNDING IV LP
                By:           Fortress
      Credit Funding IV GP LLC, itsGeneral PartnerBy:
              /s/Name: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:




SCHEDULE
1


TO


AMENDMENT
NO. 22 TO LOAN AND SECURITY AGREEMENT





SCHEDULE
1.24


TO


LOAN AND
SECURITY AGREEMENT





Commitments





Lender
                          
                          Commitments
      for
                            Supplemental
      Term Loans
                          
                          
                          Commitments
                            for
      Revolving Loans, Term Loans and EquipmentPurchase Term Loans
                          
                          
                          Total
      Revolving Loan Commitments
                          
                          
                          Commitments
                            for Term B Loan
                          
                          
                          Total
                            CommitmentsWachovia
      Bank, National Association
                          
                          $
                          4,000,000
                          
                          
                          $
                          41,000,000
                          
                          
                          $
                          45,000,000
                          
                          
                          $
                          0
                          
                          
                          $
                          45,000,000Bank
      of America, N.A.
                          
                          $
                          0
                          
                          
                          $
                          30,000,000
                          
                          
                          $
                          30,000,000
                          
                          
                          $
                          0
                          
                          
                          $
                          30,000,000Ableco
      Finance LLC
                          
                          $
                          0
                          
                          
                          $
                          0
                          
                          
                          $
                          0
                          
                          
                          $
                          20,000,000
                          
                          
                          $
                          20,000,000Fortress
      Credit Funding III LP
                          
                          $
                          0
                          
                          
                          $
                          0
                          
                          
                          $
                          0
                          
                          
                          $
                          15,809,523.81
                          
                          
                          $
                          15,809,523.81Fortress
      Credit Funding II LP
                          
                          $
                          0
                          
                          
                          $
                          0
                          
                          
                          $
                          0
                          
                          
                          $
                          2,000,000
                          
                          
                          $
                          2,000,000Fortress
      Credit Funding IV LP
                          
                          $
                          0
                          
                          
                          $
                          0
                          
                          
                          $
                          0
                          
                          
                          $
                          2,190,476.19
                          
                          
                          $
                          2,190,476.19Subtotal
                          
                          $
                          4,000,000
                          
                          
                          $
                          71,000,000Total
                          
                          
                          
                          
                          
                          
                          
                          
                          
                          $
                          75,000,000
                          
                          
                          $
                          40,000,000
                          
                          
                          $
                          115,000,000