Amendment No. 3 to Loan and Security Agreement among Handy & Harman, Affiliates, and Congress Financial Corporation

 Exhibit 4.4 AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT ---------------------------------------------- AMENDMENT NO. 3 TO LOAN AND SECURITY AGREEMENT (this "Amendment No. 3"), dated as of December 29, 2004, by and among Handy & Harman, a New York corporation ("H&H"), Olympic Manufacturing Group, Inc., a Delaware corporation ("Olympic"), 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" and together with H&H, Olympic, Continental, Maryland Wire, H&H Tube, Camdel, Canfield, Micro-Tube, Indiana Tube, Lucas and H&H Electronic, 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") and Willing B Wire Corporation, a Delaware corporation ("Willing" and together with each of 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"), Congress Financial Corporation, a Delaware 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 may make loans and advances and provide other financial accommodations to Borrowers as set forth in the Loan and Security Agreement, dated as of 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, and Amendment No. 2 to Loan and Security Agreement, dated as of October 29, 2004, and 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 and Guarantors have requested that Agent and Lenders agree to certain amendments to the Loan Agreement and the other Financing Agreements, and Agent and Lenders are willing to agree to such amendments, subject to the terms and conditions contained herein; and WHEREAS, by this Amendment No. 3, Borrowers, Guarantors, Agent and Lenders desire and intend to evidence such consents and 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) AMENDMENT TO DEFINITIONS. (i) The definition of "Applicable Margin" in Section 1.8 of the Loan Agreement is hereby amended by deleting such definition and replacing it with the following: "1.8 'Applicable Margin' shall mean, at any time, as to the Interest Rate for Prime Rate Loans and the Interest Rate for Eurodollar Rate Loans, 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: Applicable Prime Applicable Eurodollar Rate Margin Rate Margin ----------- ----------- Revolving Revolving Term Excess Availability Loans Term Loans Loans Loans ------------------- ----- ---------- ---------- ----- (a) $12,500,000 or more 0% .25% 1.75% 2.00% (b) Equal to or greater .25% .50% 2.00% 2.25% than $10,000,000 but less than $12,500,000 (c) Less than $10,000,000 .50% .75% 2.25% 2.50% PROVIDED, THAT, the Applicable Margin shall be calculated and established once each fiscal quarter (commencing with the fiscal quarter beginning January 1, 2005)." (ii) The definition of "Continuing Reserves" in Section 1.27 of the Loan Agreement is hereby amended by deleting "5,000,000" and replacing it with "$2,500,000." 2  (iii) The definition of "Eligible Accounts" in Section 1.33 of the Loan Agreement is hereby amended by: (A) inserting the following provision immediately before the semicolon at the end of clause (e) of such definition: "; PROVIDED, THAT, the chief executive office of the account debtor with respect to such Accounts may be located outside of the United States of America or Canada without the need to comply with the other requirements of this clause (e) so long as the aggregate amount of all such Accounts does not exceed $1,000,000 at any time" and (B) deleting "fifteen (15%) percent" from clause (m) of such definition and replacing it with "twenty-five (25%) percent." (iv) The definition of "Interest Rate" in Section 1.69 of the Loan Agreement is hereby amended by deleting clauses (a) and (b) of such definition and replacing it with the following: "(a) Subject to clauses (b) and (c) of this definition below: (i) as to Revolving Loans which are Prime Rate Loans, a rate equal to one-half of one (.50%) percent per annum in excess of the Prime Rate, (ii) as to Revolving Loans which are Eurodollar Rate Loans, a rate equal to two and one-quarter (2.25%) percent per annum in excess of the Adjusted Eurodollar Rate (in each case, based on the Eurodollar Rate applicable for the Interest Period selected by a Borrower, or by Administrative Borrower on behalf of such Borrower, as in effect three (3) Business Days after the date of receipt by Agent of the request of or on behalf of such Borrower for such Eurodollar Rate Loans in accordance with the terms hereof, whether such rate is higher or lower than any rate previously quoted to any Borrower or Guarantor). (iii) as to Term Loans which are Prime Rate Loans, a rate equal to three-quarters of one (.75%) percent per annum in excess of the Prime Rate, and (iv) as to Term Loans which are Eurodollar Rate Loans, a rate equal to two and one-half (2.50%) percent per annum in excess of the Adjusted Eurodollar Rate (in each case, based on the Eurodollar Rate applicable for the Interest Period selected by a Borrower, or by Administrative Borrower on behalf of such Borrower, as in effect three (3) Business Days after the date of receipt by Agent of the request of or on behalf of such Borrower for such Eurodollar Rate Loans in accordance with the terms hereof, whether such rate is higher or lower than any rate previously quoted to any Borrower or Guarantor). 3  (b) Subject to clause (c) of this definition below, effective as of the first (1st) day of the second (2nd) month of each fiscal quarter (commencing with the fiscal quarter beginning on or about January 1, 2005), the Interest Rate payable by Borrowers with respect to Loans shall be increased or decreased, as the case may be, (i) as to Revolving Loans which are Prime Rate Loans, to the rate equal to the Applicable Margin on a per annum basis in excess of the Prime Rate, (ii) as to Revolving Loans which are Eurodollar Rate Loans, to the rate equal to the Applicable Margin on a per annum basis in excess of the Adjusted Eurodollar Rate, (iii) as to Term Loans which are Prime Rate Loans, to the Rate equal to the Applicable Margin on a per annum basis in excess of the Prime Rate and (iv) as to Term Loans which are Eurodollar Rate Loans, to the rate equal to the Applicable Margin on a per annum basis in excess of the Adjusted Eurodollar Rate." (v) The definition of "Specified Account Debtor" in Section 1.125 of the Loan Agreement is hereby amended by deleting such definition and replacing it with the following: "1.25 'Specified Account Debtors' shall mean, collectively, (a) Carlyle Syntec, (b) Therma-Tru Corp., (c) US Gympsum, (d) Whirlpool Corporation, (e) Delphi Automotive, (f) Teradyne Corp., (g) Olin Corp., (h) Kyphon, Inc., (i) US Surgical, and (j) General Electric Corporation." (vi) The definition of "Specified Concentration Limit Percentage" in Section 1.126 of the Loan Agreement is hereby amended by deleting such definition and replacing it with the following: "1.126 'Specified Concentration Limit Percentage' shall mean, for any Specified Account Debtor (a) thirty (30%) percent for each of US Gypsum, Carlyle Syntec, and General Electric Corporation, (b) forty (40%) percent for Kyphon, Inc., (c) fifty (50%) percent for Therma-Tru Corp. and US Surgical, and (d) sixty (60%) percent for each of Delphi Automotive, Teradyne Corp., Whirlpool Corporation and Olin Corp." (b) ADDITIONAL DEFINITIONS. As used herein, the following terms shall have the following meanings given to them below and the Loan Agreement is hereby amended to include, in addition and not in limitation, the following: (i) "Amendment No. 3" shall mean Amendment No. 3 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. 4  (ii) "Amendment No. 3 Effective Date" shall mean the first date on which all of the conditions precedent to the effectiveness of Amendment No. 3 shall have been satisfied or waived. (iii) "Olympic Expansion Project" shall mean the expansion to Olympic's facility located at 153 Bowles Road, Agawan, Massachusetts. 2. LETTER OF CREDIT FEE. Section 2.2(b) of the Loan Agreement is hereby amended by deleting such Section and replacing it with the following: "(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 Lenders, a letter of credit fee at a per annum rate equal to one and three-quarters (1.75%) 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 Lenders such letter of credit fee, at a rate equal to three and three-quarters (3.75%) percent per annum on such daily outstanding balance for: (i) the period from and after the date of termination hereof until Agent and 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." 3. CONDITIONS TO CERTAIN LOANS AND LETTER OF CREDIT ACCOMMODATIONS. Section 4 of the Loan Agreement is hereby amended by adding the following at the end of such Section: "4.3 CONDITIONS PRECEDENT TO REVOLVING LOANS AND LETTER OF CREDIT ACCOMMODATIONS RELATING TO THE OLYMPIC EXPANSION PROJECT. Each of the following is an additional condition precedent to making each Revolving Loan and/or providing each letter of Credit Accommodations which will be used to finance (or support) any of the costs or expenses associated with the Olympic Expansion Project: (a) All conditions precedent contain in section 4.2 of the Loan Agreement shall have been satisfied; 5  (b) Agent shall have received a certificate, substantially in the form of Exhibit E hereto, duly authorized, executed and delivered by the chief financial officer of Parent; and (c) Agent shall have received, in form and substance reasonably satisfactory to Agent, a valid and effective endorsement to the title insurance policy insuring the lien created by the Mortgage encumbering the Real Property in Agawam, Massachusetts, issued by a company and agent acceptable to Agent." 4. USE OF PROCEEDS. Section 6.6 of the Loan Agreement is hereby amended by adding the following after the period at the end of such Section: "None of the proceeds of the Revolving Loans or Letter of Credit Accommodations will be used to finance any of the costs or expenses associated with the Olympic Expansion Project unless the conditions contained in Section 4.3 hereof are satisfied." 5. COLLATERAL REPORTING. Section 7.1(a) of the Loan Agreement is hereby amended as follows: (a) Section 7.1(a)(i) of the Loan Agreement is hereby amended by deleting such Section and replacing it with the following: "(i) on each Business Day, schedules of sales made, credits issued and cash received; PROVIDED, THAT, Borrowing Base Parties shall not be required to comply with the terms of this clause (i) unless an Event of Default shall have occurred or Excess Availability was less than $4,500,000 for three (3) consecutive days;" (b) Section 7.1(a)(ii) of the Loan Agreement is hereby amended by deleting such Section and replacing it with the following: "(ii) on a weekly basis or more frequently as Agent may request in good faith, (A) precious metal inventory reports (broken down by Precious Metals Inventory that is owned and Precious Metals Inventory that is on consignment) by location, type and category (and including the amounts of such Inventory and the value thereof at any leased location and at premises of warehouses, processors or third parties) and (B) a Borrowing Base Certificate setting forth the calculation of the Borrowing Base as of the last Business Day of the immediately preceding week as to Accounts and Precious Metals Inventory and as of the last Business Day of the immediately preceding month as to Inventory (other than Precious Metals Inventory), duly completed and executed by the chief 6  financial officer of Administrative Borrower, together with all schedules required pursuant to the terms of the Borrowing Base Certificate duly completed (including a schedule of all Accounts of each Borrowing Base Party created, collections received and credit memos issued on a daily basis);" (c) Section 7.1(a)(iii)(E) is hereby amended by deleting such Section and replacing it with the following: "(E) [Intentionally Deleted]," 6. SCHEDULES AND EXHIBITS TO LOAN AGREEMENT. The Loan Agreement is hereby amended by adding a new Exhibit E to the Loan Agreement in the form of Exhibit A attached to this Amendment No. 3. 7. SIGNATURE PAGES. The signature pages to the Loan Agreement are hereby amended by deleting "CAMDEL METAL COATING CORPORATION" and replacing it with "CAMDEL METALS CORPORATION". 8. AMENDMENT FEE. In addition to all other fees, charges, interest and expenses payable by Borrowers to Agent and Lenders under the Loan Agreement and other Financing Agreements, Borrowers shall pay to Agent, for the account of Lenders, an amendment fee in the amount of $75,000, which shall be fully earned, due and payable as of the date hereof and which may be charged directly to any loan account of Borrowers maintained by Agent. 9. REPRESENTATIONS, WARRANTIES AND COVENANTS. Each Borrower and Guarantor hereby represents, warrants and covenants to Agent and Lenders the following (which shall survive the execution and delivery of this Amendment No. 3), the truth and accuracy of which are a continuing condition of the making of Loans and providing Letter of Credit Accommodations to Borrowers: (a) This Amendment No. 3 and each other agreement or instrument to be executed and delivered by Borrowers and Guarantors in connection herewith (collectively, together with this Amendment No. 3, 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, as the case may be, and the agreements and obligations of each of the Borrowers and Guarantors, as the case may be, 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, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors' rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought. (b) The execution, delivery and performance of this Amendment No. 3 (a) are all within each Borrower's and Guarantor's corporate or limited liability company powers and (b) are not in contravention of law or the terms of 7  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 Indenture or the Tranche B Term Loan Agreement) to which any Borrower or Guarantor is a party or by which any Borrower or Guarantor or its property are bound. (c) No Default or Event of Default exists or has occurred and is continuing. (d) The Intercreditor Amendment (as defined below) has been executed and delivered by all parties thereto and is in full force and effect. (e) All structures and other improvements constructed in connection with the Olympic Expansion Project have been or will be constructed in compliance with all set back requirements and within the boundaries of the Real Property located at 153 Bowles Road, Agawam, Massachusetts (the "Agawam Real Property"), which is encumbered by the Mortgage made by Olympic in favor of Agent. (f) Borrowers shall deliver or cause to be delivered to Agent (i) promptly upon substantial completion of the Olympic Expansion Project, an as built survey of the structure and other improvements constructed in connection with the Olympic Expansion Project (the "New Structures"), (ii) promptly upon the Borrowers' receipt thereof, copies of temporary certificates of occupancy with respect to the New Structures issued by a Governmental Authority, (iii) promptly upon completion of the New Structures, a permanent certificate of occupancy with respect to the New Structures issued by a Governmental Authority, and (iv) promptly upon completion of the New Structures, such endorsements to the existing title policy as may be reasonably requested by Agent. (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 as of such date. 10. 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 No. 3, duly authorized, executed and delivered by Borrowers, Guarantors and Lenders; (b) Agent shall have received an amendment to the Intercreditor Agreement (the "Intercreditor Amendment"), in form and substance satisfactory to Agent, duly authorized, executed and delivered by Tranche B Term Loan Agent and acknowledged by Borrowers and Guarantors, which Intercreditor Amendment shall be in full force and effect; (c) Agent shall have received a true and correct copy of any consent, waiver or approval to or of this Amendment No. 3 or any other Amendment Documents which any Borrower or Guarantor is required to obtain from any other Person, and such consent, waiver or approval shall in form and substance satisfactory to Agent; 8  (d) Agent shall have received the construction schedule relating to the Olympic Expansion Project, the plans and specifications for the Olympic Expansion Project, and the project cost estimate for the Olympic Expansion Project; and (e) no Default or Event of Default shall exist or have occurred and be continuing. 11. EFFECT OF THIS AGREEMENT. Except as expressly amended pursuant hereto, no other changes 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 effective 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 No. 3, the provisions of this Amendment No. 3 shall control. 12. 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 of this Amendment No. 3. 13. GOVERNING LAW. The validity, interpretation and enforcement of this Agreement 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. 14. BINDING EFFECT. This Amendment No. 3 shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns. 15. HEADINGS. The headings listed herein are for convenience only and do not constitute matters to be construed in interpreting this Amendment No. 3. 16. COUNTERPARTS. This Amendment No. 3 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 No. 3 by telefacsimile shall have the same force and effect as the delivery of an original executed counterpart of this Amendment No. 3. Any party delivering an executed counterpart of this Amendment No. 3 by telefacsimile shall also deliver an original executed counterpart, but the failure to do so shall not affect the validity, enforceability or binding effect of such agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 9  IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be executed on the day and year first above written. AGENT BORROWERS - ----- --------- CONGRESS FINANCIAL CORPORATION, HANDY & HARMAN as Agent By: /s/ Thomas Grabosky By: /s/ Dennis C. Kelly -------------------------- ----------------------------------- Title: First Vice President Title: Vice President - CFO OLYMPIC MANUFACTURING GROUP, INC. By: /s/ Dennis C. Kelly ----------------------------------- Title: Vice President LENDERS - ------- CONGRESS FINANCIAL CORPORATION CONTINENTAL INDUSTRIES, INC. By: /s/ Thomas Grabosky By: /s/ Dennis C. Kelly -------------------------- ----------------------------------- Title: First Vice President Title: Vice President TEXTRON FINANCIAL CORPORATION MARYLAND SPECIALTY WIRE, INC. By: /s/ Kurt Kalliomoa By: /s/ Dennis C. Kelly -------------------------- ----------------------------------- Title: Senior Account Executive Title: Vice President BANK OF AMERICA, N.A. HANDY & HARMAN TUBE COMPANY, INC. By: /s/ Kim Bushey By: /s/ Dennis C. Kelly -------------------------- ----------------------------------- Title: Authorized Officer Title: Vice President [SIGNATURE PAGES CONTINUE ON NEXT PAGE]  [SIGNATURE PAGES CONTINUED FROM PREVIOUS PAGE] CAMDEL METALS CORPORATION By: /s/ Dennis C. Kelly ----------------------------------- Title: Vice President CANFIELD METAL COATING CORPORATION By: /s/ Robert K. Hynes ----------------------------------- Title: Secretary MICRO-TUBE FABRICATORS, INC. By: /s/ Dennis C. Kelly ----------------------------------- Title: Vice President INDIANA TUBE CORPORATION By: /s/ Dennis C. Kelly ----------------------------------- Title: Vice President LUCAS-MILHAUPT, INC. By: /s/ Dennis C. Kelly ----------------------------------- Title: Vice President HANDY & HARMAN ELECTRONIC MATERIALS CORPORATION By: /s/ Dennis C. Kelly ----------------------------------- Title: Vice President SUMCO INC. By: /s/ Dennis C. Kelly ----------------------------------- Title: Vice President  GUARANTORS ---------- HANDY & HARMAN OF CANADA, LIMITED By: /s/ Dennis C. Kelly ----------------------------------- Title: Vice President ELE CORPORATION By: /s/ Dennis C. Kelly ----------------------------------- Title: Vice President ALLOY RING SERVICE INC. By: /s/ Dennis C. Kelly ----------------------------------- Title: Vice President DANIEL RADIATOR CORPORATION By: /s/ Dennis C. Kelly ----------------------------------- Title: Vice President H&H PRODUCTIONS, INC. By: /s/ Dennis C. Kelly ----------------------------------- Title: Vice President HANDY & HARMAN AUTOMOTIVE GROUP, INC. By: /s/ Dennis C. Kelly ----------------------------------- Title: Vice President [SIGNATURE PAGES CONTINUE ON NEXT PAGE]  [SIGNATURE PAGES CONTINUED FROM PREVIOUS PAGE] HANDY & HARMAN PERU, INC. By: /s/ Dennis C. Kelly ----------------------------------- Title: Vice President KJ-VMI REALTY, INC. By: /s/ Dennis C. Kelly ----------------------------------- Title: Vice President PAL-RATH REALTY, INC. By: /s/ Dennis C. Kelly ----------------------------------- Title: Vice President PLATINA LABORATORIES, INC. By: /s/ Dennis C. Kelly ----------------------------------- Title: Vice President SHEFFIELD STREET CORPORATION By: /s/ Dennis C. Kelly ----------------------------------- Title: Vice President SWM, INC. By: /s/ Dennis C. Kelly ----------------------------------- Title: Vice President WILLING B WIRE CORPORATION By: /s/ Dennis C. Kelly ----------------------------------- Title: Vice President  Exhibit A to Amendment No. 3 Exhibit E OFFICER'S CERTIFICATE To: Congress Financial Corporation, as Agent 1133 Avenue of the Americas New York, New York 10036 Ladies and Gentlemen: I hereby certify to you pursuant to Section 4.3 of the Loan Agreement (as defined below) as follows: 1. I am the duly elected Chief Financial Officer of Handy & Harman, a New York corporation ("Parent"). Capitalized terms used herein without definition shall have the meanings given to such terms in the Loan and Security Agreement, dated March 31, 2004, by and among Congress Financial Corporation, as agent for the financial institutions party thereto as lenders (in such capacity, "Agent"), the financial institutions party thereto as lenders (collectively, "Lenders"), Parent and certain of its affiliates (as such Loan and Security Agreement is amended, modified or supplemented, from time to time, the "Loan Agreement"). 2. I am familiar with the matters relating to the Olympic Expansion Project and the construction of the structure located at 153 Bowles Road, Agawam, Massachusetts (the "Property"). 3. This Certificate is being delivered in connection with a Revolving Loan or a Letter of Credit Accommodation which will be used to finance (or support) costs or expenses associated with the Olympic Expansion Project (such Loan or Letter of Credit Accommodation is hereinafter referred to as a "Specified Extension of Credit"). 4. The Specified Extension of Credit shall be used solely for the purpose of continuing the construction and/or completion of the Olympic Expansion Project in accordance with plans and specifications plans and specifications therefor which have been previously submitted to Agent (the "Plans"). No material changes or amendments to the Plans have been made except as previously disclosed to Agent in writing. The Olympic Expansion Project is to be completed in accordance with a construction schedule relating to the Olympic Expansion Project previously submitted to Agent (the "Construction Schedule") and the project cost estimate for the Olympic Expansion Project previously submitted to Agent (the "Project Cost Estimate"), except as disclosed to Agent in writing.  5. As of the date hereof, all approvals required to be received from any Governmental Authority with respect to the Olympic Expansion Project are in full force and effect. 6. As of the date hereof, all work for which funds under the Specified Extension of Credit are requested has been completed in accordance with Plans and the Project Cost Statement. 7. As of the date hereof, lien waivers from payees under requests for funds under any previous Specified Extensions of Credit are attached hereto; 8. As of the date hereof, there are sufficient funds remaining in the Project Cost Estimate to complete the construction of the Olympic Expansion Project. 9. As of the date hereof, construction of the Olympic Expansion Project complies with all applicable laws, rules, restrictions, orders and regulations; 10. As of the date hereof, the Olympic Expansion Project can be completed in accordance with the Construction Schedule.  The foregoing certifications are made and delivered this day of ___________, 20__. Very truly yours, HANDY & HARMAN By:_______________________ Title:_____________________