Amendment No. 4 to Loan and Security Agreement among Handy & Harman, Subsidiaries, Guarantors, and Wachovia Bank

 Exhibit 4.5 AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT ---------------------------------------------- AMENDMENT NO. 4 TO LOAN AND SECURITY AGREEMENT (this "Amendment No. 4"), dated as of May 20, 2005, by and among Handy & Harman, a New York corporation ("H&H"), OMG, Inc., formerly known as Olympic Manufacturing Group, Inc., a Delaware corporation ("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" and together with H&H, OMG, 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"), Wachovia Bank, National Association, a national banking association, 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 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, Amendment No. 2 to Loan and Security Agreement, dated as of October 29, 2004 and Amendment No. 3 to Loan and Security Agreement, dated as of December 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. 4, 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. AMENDMENTS TO DEFINITIONS. (a) All references to the term "Olympic" in the Loan Agreement and in any of the other Financing Agreements are hereby deleted and replaced with "OMG". (b) All references to the term "Olympic Expansion Project" in the Loan Agreement and in any of the other Financing Agreements are hereby deleted and replaced with "OMG Expansion Project". (c) 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 ----------- ----------- Equipment Equipment Revolving Purchase Revolving Term Purchase Excess Availability Loans Term Loans Term Loans Loans Loans Term Loans ------------------- ----- ---------- ---------- ----- ----- ---------- (a) $12,500,000 or more 0% .25% .25% 1.75% 2.00% 2.00% (b) Equal to or greater .25% .50% .50% 2.00% 2.25% 2.25% than $10,000,000 but less than $12,500,000 (c) Less than $10,000,000 .50% .75% .75% 2.25% 2.50% 2.50% 2  PROVIDED, THAT, the Applicable Margin shall be calculated and established once each fiscal quarter (commencing with the fiscal quarter beginning January 1, 2005)." (d) The definition of "Commitment" in Section 1.24 of the Loan Agreement is hereby amended by deleting such definition and replacing it with the following: "1.24 'Commitment' shall mean, at any time, as to each Lender, the principal amount set forth opposite such Lender's name on Schedule 1 hereto or on Schedule 1 to the Assignment and Acceptance pursuant to which such Lender became a Lender hereunder in accordance with the provisions of Section 13.7 hereof, as the same may be adjusted from time to time in accordance with the terms hereof; sometimes being collectively referred to herein as "Commitments". (e) The definition of "EBITDA" in Section 1.32 of the Loan Agreement is hereby amended by deleting such definition 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) the net loss attributed to the operations of Maryland Wire for each of the periods and in the respective amounts listed in Schedule 1.32-A hereto, plus (f) the charge attributed to the Fairfield facility for the period and in the amount listed in Schedule 1.32-B; provided, that, EBITDA of the Parent and its Subsidiaries, on a consolidated basis, for the fiscal quarters ending March 31, June 30, September 30 and December 31, 2003 shall equal the applicable amounts set forth on Schedule 1.32 corresponding to such period." (f) The definition of "Excess Availability" in Section 1.46 of the Loan Agreement is hereby amended by deleting "the Term Loans" and replacing it with "the Term Loans or the Equipment Purchase Term Loans". 3  (g) The definition of "Fixed Charges" in Section 1.57 of the Loan Agreement is hereby amended by deleting such definition and replacing it with the following: "1.57 'Fixed Charges' shall mean, as to any Person and its Subsidiaries with respect to any period, the sum of, without duplication, (i) all cash Interest Expense, provided that any annual fees paid to the Tranche B Term Loan Lenders or Tranche B Term Loan Agent will be considered to be a cash Interest Expense when such amounts are recognized as an expense in the income statement of any Borrower or Guarantor, (ii) all regularly scheduled (as determined at the beginning of the respective period) principal payments of Indebtedness for borrowed money (including, without limitation, all regularly scheduled payments of principal in respect of the Term Loans and the Equipment Purchase Term Loans) and Indebtedness with respect to Capitalized Leases (and without duplicating amounts in item (i) of this definition, the interest component with respect to Indebtedness under Capitalized Leases), but excluding all payments in kind or non-cash payments of interest on account of Indebtedness under the WHX Subordinated Note, (iii) all cash income taxes (including, without limitation, payments made pursuant to Section 9.12(b)(iii)), (iv) cash dividends, repurchases or redemptions paid by such Person and its Subsidiaries (other than to such Person or such Person's Subsidiaries) in respect of Capital Stock, (v) management fees paid in cash (in each case as to such Person and its Subsidiaries) and (vi) all cash payments for pension expenses paid by such Person and its Subsidiaries during such period to the extent such payments are not deducted from the determination of Consolidated Net Income, including but not limited to payments for pension expenses to WHX." (h) 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 4  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 or Equipment Purchase 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 or Equipment Purchase 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). (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 or Equipment Purchase 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 or Equipment Purchase 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." (i) The definition of "Loans" in Section 1.79 of the Loan Agreement is hereby amended by deleting such definition and replacing it with the following: "1.79 'Loans' shall mean, collectively, the Revolving Loans, the Term Loans and the Equipment Purchase Term Loans." 5  (j) The definition of "Maximum Credit" in Section 1.82 of the Loan Agreement is hereby amended by deleting such definition and replacing it with the following: "1.82 'Maximum Credit' shall mean the amount of $85,050,000; provided, that, effective upon the Initial Equipment Purchase Term Loan Request Date the Maximum Credit shall, automatically and without any further action, be increased to $88,050,000." 2. 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: (a) "Amendment No. 4" shall mean Amendment No. 4 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. (b) "Amendment No. 4 Effective Date" shall mean the first date on which all of the conditions precedent to the effectiveness of Amendment No. 4 shall have been satisfied or waived. (c) "Eligible New Equipment" shall mean all new Equipment owned by OMG which is acquired with the proceeds of the Equipment Purchase term Loans in connection with the OMG Expansion Project and is in good order, repair, running and marketable condition, and acceptable to Agent in good faith. In general, Eligible New Equipment shall not include: (i) Equipment located at or purchased by OMG and contracted for delivery to premises other than the Real Property in Agawam, Massachusetts owned and controlled by OMG; (ii) Equipment subject to a security interest or lien in favor of any person other than Agent, except those permitted in this Agreement that are subject to an intercreditor agreement in form and substance satisfactory to Agent between the holder of such security interest or lien and Agent; (iii) Equipment which is not located in the United States of America; (iv) Equipment which is not subject to the first priority, valid and perfected security interest of Agent; (v) worn-out, obsolete, damaged or defective Equipment or Equipment not used or usable in the ordinary course of OMG's business as presently conducted; (vi) computer hardware; or (vii) Equipment that is or becomes a fixture to any Real Property unless such Real Property is located in Agawam, Massachusetts and is encumbered by the Mortgage made by OMG. The criteria for Eligible New Equipment set forth above may only be changed and any new criteria for Eligible New Equipment be only be revised by Agent from time to time in good faith based on either (A) an event, condition or other circumstance arising after the Amendment No. 4 Effective Date, or (B) an event, condition or other circumstance existing on the Amendment No. 4 Effective Date to the extent Agent has no written notice thereof from OMG prior to the Amendment No. 4 Effective Date, in either case under clause (A) or (B) which adversely affects or could reasonably be expected to adversely affect the Equipment in the good faith determination of Agent. Any Equipment which is not Eligible New Equipment shall nevertheless be part of the Collateral. (d) "Equipment Purchase Term Loan Request" shall have the meaning specified in Section 2.3(A)(d)(i) hereof. 6  (e) "Equipment Purchase Term Loans" shall mean, collectively, the equipment purchase term loans made by or on behalf of Lenders to OMG as provided for in Section 2.3A hereof; each sometimes being referred to herein individually as an "Equipment Purchase Term Loan". (f) "Equipment Purchase Term Note" shall mean the promissory note made by OMG in favor of Agent for the benefit of Lenders in connection with the Equipment Purchase Term Loans made pursuant to Section 2.3A hereof, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. (g) "Hard Costs" shall mean, with respect to the purchase by OMG of an item of Eligible New Equipment, the net cash amount actually paid to acquire title to such item, net of all incentives, trade-in allowances, discounts and rebates, and exclusive of freight, delivery charges, installation costs and charges, software costs, charges and fees, warranty costs, taxes, insurance and other incidental costs or expenses and all indirect costs or expenses of any kind. (h) "Initial Equipment Purchase Term Loan Request Date" shall mean the date on which Agent receives the initial Equipment Purchase Term Loan Request from OMG. (i) "OMG" shall mean OMG, Inc., formerly known as Olympic Manufacturing Group, Inc., a Delaware corporation, and its successors and assigns. 3. EQUIPMENT PURCHASE TERM LOANS. Section 2 of the Loan Agreement is hereby amended by adding the following immediately after Section 2.3: "2.3A Equipment Purchase Term Loans. (a) Subject to and upon the terms and conditions contained herein, each Lender shall fund its Pro Rata Share of the Equipment Purchase Term Loans to OMG, from time to time on or prior to December 31, 2005, at the request of OMG, in an aggregate principal amount of up to eighty (80%) percent of the Hard Costs of Eligible New Equipment to be purchased by OMG with the proceeds of such Equipment Purchase Term Loans. Each Equipment Purchase Term Loan shall be in an amount of not less than $500,000 (and in integral multiples of $100,000 greater than such amount). All of the proceeds of each Equipment Purchase Term Loan shall be used solely for the payment of the purchase price of the Eligible New Equipment specified in the notice required to be delivered to Agent pursuant to Section 2.3A(d)(i) below. (b) The outstanding aggregate principal amount of the Equipment Purchase Term Loans shall not exceed, at any time, the lower of (i) the aggregate amount of the above percentage of the Hard Costs of all Eligible New Equipment purchased by OMG pursuant hereto or (ii) $3,000,000. If at any time the outstanding aggregate principal amount of all Equipment Purchase Term Loans 7  shall exceed eighty (80%) percent of the Hard Costs of all Eligible New Equipment purchased by OMG with the proceeds of Equipment Purchase Term Loans, OMG shall remain liable therefor, and Agent may, at its option, create a Reserve against amounts otherwise available to OMG pursuant to the formulas set forth in Section 2.1 of this Agreement, in an amount equal to the entire amount of such excess(es) or OMG shall, upon the demand by Agent, which may be made at any time and from time to time, repay to Agent, for the benefit of Lenders the entire amount of such excess(es). (c) Each Equipment Purchase Term Loan shall be (i) evidenced by the Equipment Purchase Term Note executed and delivered by OMG to Agent, (ii) repaid, together with interest and other amounts payable thereunder, in accordance with the provisions of the Equipment Purchase Term Note, this Agreement and the other Financing Agreements, and (iii) secured by all of the Collateral. (d) In addition to the other conditions precedent to any Loan or Letter of Credit Accommodation set forth in this Agreement, the making of each Equipment Purchase Term Loan shall be subject to the satisfaction of each of the following additional conditions precedent as determined by Agent: (i) Agent shall have received from OMG not less than ten (10) Business Days prior written notice of the proposed Equipment Purchase Term Loan (each, an "Equipment Purchase Term Loan Request"), which notice shall specify the following: (A) the proposed date and amount of the Equipment Purchase Term Loan, (B) a list and description of the Eligible New Equipment (by model, make, manufacturer, serial number and/or such other identifying information as may be requested by Agent), (C) the Hard Costs and the total purchase price for the Eligible New Equipment to be purchased with the proceeds of such Equipment Purchase Term Loan (and the terms of payment of such purchase price), and (D) such other information and documents as Agent may from time to time request with respect thereto; (ii) upon OMG acquiring any rights in the Equipment, Agent shall have a valid and perfected first priority security interest in and lien upon the Eligible New Equipment to be purchased with the proceeds of the Equipment Purchase Term Loan, and the Eligible New Equipment shall be free and clear of all other liens, security interests, claims or other encumbrances (except for liens permitted by this Agreement that are subject to an intercreditor agreement in form and substance satisfactory to Agent 8  between the holder of such lien and Agent), and OMG shall have delivered to Agent such evidence thereof, as Agent may from time to time require; (iii) the amount of each Equipment Purchase Term Loan shall not exceed (80%) percent of the Hard Costs of the Eligible New Equipment to be purchased by OMG with the proceeds of such Equipment Purchase Term Loan; (iv) Agent shall have received copies, or upon Agent's request, originals, of all agreements, documents and instruments relating to the sale of the Eligible New Equipment to OMG, including, without limitation, any purchase orders, invoices, bills of sale or similar documents, each in form and substance satisfactory to Agent; (v) no Default or Event of Default shall exist or have occurred and be continuing; and (vi) the aggregate principal amount of all Equipment Purchase Term Loans made by Lenders shall not exceed $3,000,000. (e) In addition to all other terms, conditions, covenants and provisions set forth herein and in the other Financing Agreements, on or prior to July 31, 2005, Agent shall have received evidence satisfactory to Agent that all of the Eligible New Equipment has been installed by OMG and is in good working order and operating for its intended purpose. (f) The principal amount of each Equipment Purchase Term Loan shall be payable (subject to earlier payment as provided herein or in such Equipment Purchase Term Note) in sixty (60) equal, consecutive monthly installments of principal, each in an amount calculated in accordance with clause (f) below, commencing on the first day of the second month after the date of the making of such Equipment Purchase Term Loan, together with interest and other amounts as provided herein and in the Equipment Purchase Term Note with respect thereto. (g) The amount of each monthly installment of principal in respect of each Equipment Purchase Term Loan (other than the last installment which shall be in an amount equal to the entire unpaid balance of the Equipment Purchase Term Note) shall equal: (i) the original principal amount of such Equipment Purchase Term Loan divided by (ii) one-sixtieth (1/60)." 9  4. MANDATORY PREPAYMENTS. Section 2.4 of the Loan Agreement is hereby amended as follows: (a) Section 2.4(a)(i) of the Loan Agreement is hereby amended by deleting "and third" and replacing it with ", third, to the outstanding principal amount of the Equipment Purchase Term Loans, and fourth"; (b) Section 2.4(a)(ii) of the Loan Agreement is hereby amended by deleting "and second" and replacing it with ", second, to the outstanding principal amount of the Equipment Purchase Term Loans, and third"; (c) Section 2.4(b) of the Loan Agreement is hereby amended by deleting "and second" and replacing it with ", second, to the outstanding principal amount of the Equipment Purchase Term Loans, and third"; (d) Section 2.4(c)(i) of the Loan Agreement is hereby amended by deleting "and third" and replacing it with "third, to the outstanding principal amount of the Equipment Purchase Term Loans, and fourth"; (e) Section 2.4(c)(ii) of the Loan Agreement is hereby amended by deleting "and second" and replacing it with ", second, to the outstanding principal amount of the Equipment Purchase Term Loans, and third"; (f) Section 2.4(c)(iii) of the Loan Agreement is hereby amended by deleting such Section and replacing it with the following: "(iii) if such sale or disposition is of any Specified Properties, then fifty (50%) percent of such Net Cash Proceeds shall be applied to the outstanding principal amount of the Term Loans or the Equipment Purchase Term Loans (as Agent may elect) and fifty (50%) percent of such Net Cash Proceeds shall be applied to the outstanding principal amount of the Tranche B Term Loan until the aggregate amount of such Net Cash Proceeds so applied equals $2,000,000, and thereafter any such additional Net Cash Proceeds shall be applied, first, to the outstanding principal amount of the Tranche B Loan, second, to the outstanding principal amount of the Term Loans, third to the outstanding principal amount of the Equipment Purchase Term Loans, and fourth, to the outstanding principal amount of the Revolving Loans."; and (g) Section 2.4(d) of the Loan Agreement is hereby amended by deleting "the Term Loans" from each place it appears and replacing it with "the Term Loans, the Equipment Purchase Term Loans". 5. INTEREST. Section 3.1(b)(v)(A) of the Loan Agreement is hereby amended by deleting "the Term Loans" and replacing it with "the Term Loans and the Equipment Purchase Term Loans". 10  6. EQUIPMENT PURCHASE TERM LOAN FEE. Section 3.2 of the Loan Agreement is hereby amended by adding the following at the end of such Section: "(c) On the date of the initial Equipment Purchase Term Loan, Borrowers shall pay to Agent, for the account of Lenders, a facility fee in the amount of $25,000, which will be fully earned, due and payable on the date of the initial Equipment Purchase Term Loan and which may be charged directly to any loan account of Borrowers maintained by Agent." 7. AMENDMENTS TO FINANCIAL COVENANTS. (a) Section 9.17(a) of the Loan Agreement is hereby amended by deleting such Section and replacing it with the following: "(a) EBITDA. Parent and its Subsidiaries shall not permit EBITDA of Parent and its Subsidiaries, on a consolidated basis, for the four (4) consecutive fiscal quarters ending on the last day of the fiscal quarter set forth below to be less than the applicable amount set forth below: FISCAL QUARTER END MINIMUM EBITDA ------------------ -------------- March 31, 2004 $25,784,000 June 30, 2004 $25,874,000 September 30, 2004 $27,658,000 December 31, 2004 $30,202,000 March 31, 2005 $27,000,000 June 30, 2005 $27,000,000 September 30, 2005 $30,000,000 December 31, 2005 $35,000,000 March 31, 2006 $36,000,000 June 30, 2006 $37,000,000 September 30, 2006 $38,000,000 December 31, 2006 and each $39,000,000" fiscal quarter ending thereafter 11  (b) Section 9.17(b) of the Loan Agreement is hereby amended by deleting such Section and replacing it with the following: "(b) FIXED CHARGE COVERAGE RATIO. Parent and its Subsidiaries shall not permit the Fixed Charge Coverage Ratio for the applicable period set forth below to be less than the ratio set forth opposite such period: MINIMUM FIXED FISCAL QUARTER END CHARGE COVERAGE RATIO ------------------ --------------------- For the 3 months ending June 30, 2004 0.75 to 1 For the 6 months ending September 30, 2004 0.90 to 1 For the 9 months ending December 31, 2004 0.75 to 1 For the 3 months ending March 31, 2005 0.10 to 1 For the 6 months ending June 30, 2005 0.75 to 1 For the 9 months ending September 30, 2005 1 to 1 For the 12 months ending December 31, 2005 1 to 1 For the four (4) consecutive fiscal quarters ending on the last day of each fiscal quarter 1 to 1" thereafter (c) Section 9.17(c) of the Loan Agreement is hereby amended by deleting such Section and replacing it with the following: "(c) MAXIMUM CAPITAL EXPENDITURES. Parent and it Subsidiaries shall not, directly or indirectly, make or commit to make (whether through purchase, capital lease or otherwise) Capital Expenditures for the applicable period set forth below to be in excess of the applicable amount set forth opposite such period: MAXIMUM PERIOD CAPITAL EXPENDITURES ------ -------------------- Fiscal year ending December 31, 2004 $16,000,000 For the 3 months ending March 31, 2005 $ 5,700,000 For the 6 months ending June 30, 2005 $10,700,000 For the 9 months ending September 30, 2005 $15,700,000 For the 12 months ending December 31, 2005 $18,500,000" and for each 12 months ending on the last day of each fiscal quarter thereafter 12  (d) Section 9.17(d) of the Loan Agreement is hereby amended by deleting such Section and replacing it with the following: "(d) LEVERAGE RATIO. Parent and its Subsidiaries shall not permit the Leverage Ratio of the Parent and its Subsidiaries, on a consolidated basis, as of the last day of the fiscal quarter set forth below to be greater than the applicable ratio set forth below: MAXIMUM FISCAL QUARTER END LEVERAGE RATIO ------------------ -------------- June 30, 2004 4.30 to 1 September 30, 2004 4.20 to 1 December 31, 2004 4.20 to 1 March 31, 2005 5.25 to 1 June 30, 2005 5.25 to 1 September 30, 2005 4.75 to 1 December 31, 2005 4.00 to 1 March 31, 2006 4.00 to 1 June 30, 2006 4.00 to 1 September 30, 2006 4.00 to 1 December 31, 2006 and each fiscal 4.00 to 1" quarter ending thereafter 8. TERM. Section 13.1(d) of the Loan Agreement is hereby amended by deleting "the Term Loans" from the last sentence of such Section and replacing it with "the Term Loans and/or the Equipment Purchase Term Loans". 13  9. SCHEDULES TO LOAN AGREEMENT. The Loan Agreement is hereby amended by adding new Schedules 1, 1.32-A and 1.32-B to the Loan Agreement, each in the respective forms thereof as set forth on Exhibit A attached to this Amendment No. 4. 10. AMENDMENT FEE. In addition to all other fees, charges, interest and expenses payable by any Borrower or Guarantor to Agent or Lenders under the Loan Agreement and the other Financing Agreements, Borrowers and Guarantors shall pay to Agent for the account of Lenders (in such manner as Agent may agree), contemporaneously with the effectiveness of this Amendment No. 4, an amendment fee in the amount of $125,000, which fee shall be fully earned and nonrefundable as of the date hereof and may be charged to any loan account of Borrowers. 11. 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. 4), 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. 4 and each other agreement or instrument to be executed and delivered by Borrowers and Guarantors in connection herewith (collectively, together with this Amendment No. 4, 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. 4 (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 any Borrower's or Guarantor's certificate or articles of incorporation, by laws, or other organizational documentation, or any indenture, agreement or undertaking 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 Tranche B Amendment (as defined below) has been executed and delivered by all parties thereto and is in full force and effect. (e) 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. 14  12. 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. 4, duly authorized, executed and delivered by Borrowers, Guarantors and Required Lenders; (b) Agent shall have received the initial Equipment Purchase Term Note, in form and substance satisfactory to Agent, duly authorized, executed and delivered by OMG; (c) Agent shall have received, in form and substance satisfactory to Agent, a Secretary's Certificate from each Borrower and Guarantor with respect to, among other things, the resolutions of the Board of Directors of such Borrower and Guarantor evidencing the adoption and subsistence of resolutions approving the execution, delivery and performance by such Borrower and Guarantor of this Amendment No. 4 and the other Amendment Documents; (d) Agent shall have received (i) an amendment to the Tranche B Term Loan Agreement (the "Tranche B Amendment"), in form and substance satisfactory to Agent, duly authorized, executed and delivered by each of the parties thereto, which Tranche B Amendment shall be in full force and effect, and (ii) 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; (e) Agent shall have received a true and correct copy of any consent, waiver or approval to or of this Amendment No. 4 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; and (f) no Default or Event of Default shall exist or have occurred and be continuing. 13. MORTGAGES. Solely for purposes of construing the Mortgages and the Obligations secured thereby, the parties hereto agree that (a) the Equipment Purchase Term Loans shall be deemed to be "Term Loans" and (b) the Equipment Purchase Term Loans and all Obligations relating thereto shall be secured by the Mortgages and the liens created thereby. 14. 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. 4, the provisions of this Amendment No. 4 shall control. 15  15. 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. 4. 16. 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. 17. BINDING EFFECT. This Amendment No. 4 shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns. 18. HEADINGS. The headings listed herein are for convenience only and do not constitute matters to be construed in interpreting this Amendment No. 4. 19. COUNTERPARTS. This Amendment No. 4 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. 4 by telefacsimile shall have the same force and effect as the delivery of an original executed counterpart of this Amendment No. 4. Any party delivering an executed counterpart of this Amendment No. 4 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] 16  IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4 to be executed on the day and year first above written. AGENT BORROWERS - ----- --------- WACHOVIA BANK, NATIONAL ASSOCIATION, successor by merger to Congress Financial Corporation, as Agent HANDY & HARMAN By: /s/ Terese K. Jacob By: /s/ Dennis Kelly ----------------------------------- ------------------------- Title: Vice President Title: Vice President and CFO OMG, INC., formerly known as Olympic Manufacturing Group, Inc. By: /s/ Dennis Kelly --------------------------- LENDERS Title: Vice President and Treasurer - ------- WACHOVIA BANK, NATIONAL ASSOCIATION, successor by merger to Congress Financial Corporation CONTINENTAL INDUSTRIES, INC. By: /s/ Terese K. Jacob By: /s/ Dennis Kelly ----------------------------------- ------------------------- Title: Vice President Title: Vice President and Treasurer TEXTRON FINANCIAL CORPORATION MARYLAND SPECIALTY WIRE, INC. By: /s/ Kurt Kalliomoa By: /s/ Dennis Kelly ----------------------------------- ------------------------- Title: Senior Account Executive Title: Vice President and Treasurer BANK OF AMERICA, N.A. HANDY & HARMAN TUBE COMPANY, INC. By: /s/ Kim Bushey By: /s/ Dennis Kelly ----------------------------------- ------------------------- Title: SVP Title: Vice President and Treasurer [SIGNATURE PAGES CONTINUE ON NEXT PAGE]  [SIGNATURE PAGES CONTINUED FROM PREVIOUS PAGE] CAMDEL METALS CORPORATION By: /s/ Dennis Kelly ------------------------- Title: Vice President and Treasurer CANFIELD METAL COATING CORPORATION By: /s/ Robert K. Hynes ------------------------- Title: Secretary MICRO-TUBE FABRICATORS, INC. By: /s/ Dennis Kelly ------------------------- Title: Vice President and Treasurer INDIANA TUBE CORPORATION By: /s/ Dennis Kelly ------------------------- Title: Vice President and Treasurer LUCAS-MILHAUPT, INC. By: /s/ Dennis Kelly ------------------------- Title: Vice President and Treasurer HANDY & HARMAN ELECTRONIC MATERIALS CORPORATION By: /s/ Dennis Kelly ------------------------- Title: Vice President and Treasurer SUMCO INC. By: /s/ Dennis Kelly ------------------------- Title: Vice President and Treasurer [SIGNATURE PAGES CONTINUE ON NEXT PAGE]  [SIGNATURE PAGES CONTINUED FROM PREVIOUS PAGE] GUARANTORS ---------- HANDY & HARMAN OF CANADA, LIMITED By: /s/ Dennis Kelly ------------------------- Title: Vice President and Treasurer ELE CORPORATION By: /s/ Dennis Kelly ------------------------- Title: Vice President and Treasurer ALLOY RING SERVICE INC. By: /s/ Dennis Kelly ------------------------- Title: Vice President and Treasurer DANIEL RADIATOR CORPORATION By: /s/ Dennis Kelly ------------------------- Title: Vice President and Treasurer H&H PRODUCTIONS, INC. By: /s/ Dennis Kelly ------------------------- Title: Vice President and Treasurer HANDY & HARMAN AUTOMOTIVE GROUP, INC. By: /s/ Dennis Kelly ------------------------- Title: Vice President and Treasurer HANDY & HARMAN INTERNATIONAL, LTD. By: /s/ Dennis Kelly ------------------------- Title: Vice President and Treasurer [SIGNATURE PAGES CONTINUE ON NEXT PAGE]  [SIGNATURE PAGES CONTINUED FROM PREVIOUS PAGE] HANDY & HARMAN PERU, INC. By: /s/ Dennis Kelly ------------------------- Title: Vice President and Treasurer KJ-VMI REALTY, INC. By: /s/ Dennis Kelly ------------------------- Title: Vice President and Treasurer PAL-RATH REALTY, INC. By: /s/ Dennis Kelly ------------------------- Title: Vice President and Treasurer PLATINA LABORATORIES, INC. By: /s/ Dennis Kelly ------------------------- Title: Vice President and Treasurer SHEFFIELD STREET CORPORATION By: /s/ Dennis Kelly ------------------------- Title: Vice President and Treasurer SWM, INC. By: /s/ Dennis Kelly ------------------------- Title: Vice President and Treasurer WILLING B WIRE CORPORATION By: /s/ Dennis Kelly ------------------------- Title: Vice President and Treasurer  Exhibit A to Amendment No. 4 Schedule 1 COMMITMENTS ----------- A. COMMITMENTS PRIOR TO THE INITIAL EQUIPMENT PURCHASE TERM LOAN REQUEST DATE Lender Commitment Wachovia Bank, National Association $46,147,586 Textron Financial Corporation $15,828,621 Bank of America, N.A. $23,073,793 Total.................................$85,050,000 B. COMMITMENTS EFFECTIVE UPON THE INITIAL EQUIPMENT PURCHASE TERM LOAN REQUEST DATE Lender Commitment Wachovia Bank, National Association $47,775,367 Textron Financial Corporation $16,386,950 Bank of America, N.A. $23,887,683 Total.................................$88,050,000  Schedule 1.32-A Net Loss Attributed to Maryland Specialty Wire, Inc. for the quarters ended: March 31, 2004 $ 0 June 30, 2004 $ 1,303,000 September 30, 2004 $ 1,901,000 December 31, 2004 $ 5,293,000 March 31, 2005 $ 3,638,000 June 30, 2005 $ 750,000 ----------- Total $12,885,000 Schedule 1.32-B Charge Attributed to Fairfield Facility for December 31, 2004: $3,523,000