Amendment No. 5 to Loan and Security Agreement among Handy & Harman, Affiliates, and Wachovia Bank

 Exhibit 4.6 AMENDMENT NO. 5 TO LOAN AND SECURITY AGREEMENT ---------------------------------------------- AMENDMENT NO. 5 TO LOAN AND SECURITY AGREEMENT (this "Amendment No. 5"), dated as of September 8, 2005, by and among Handy & Harman, a New York corporation ("H&H"), 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" 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, Amendment No. 3 to Loan and Security Agreement, dated as of December 29, 2004 and Amendment No. 4 to Loan and Security Agreement, dated as of May 20, 2005, 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 amend the Loan Agreement to, among other things, provide for the making of additional Loans, 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. 5, 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) AMENDMENTS 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, (a) at any time from the Amendment No. 5 Effective Date until October 1, 2005 (the "Adjustment Date") (i) the rate per annum equal to 0.5% with respect to all Loans consisting of Prime Rate Loans and (ii) the rate per annum equal to 2.25% with respect to all Loans consisting of Eurodollar Rate Loans, and (b) from and after the Adjustment Date, 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: 2  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% 0% 0% 1.75% 1.75% 1.75% (b) Equal to or greater than 0.25% 0.25% 0.25% 2.00% 2.00% 2.00% $10,000,000 but less than $12,500,000 (c) Less than $10,000,000 0.50% 0.50% 0.50% 2.25% 2.25% 2.25% PROVIDED, THAT, the Applicable Margin shall be calculated and established once each fiscal quarter (commencing with the fiscal quarter beginning October 1, 2005)." (ii) The definition of "Borrowing Base" in Section 1.11 of the Loan Agreement is hereby amended by deleting clause (a)(i)(2) of such Section and replacing it with the following: "(2) the sum of (x) the lesser of (i) sixty-five (65%) percent multiplied by the Value of the Eligible Inventory (other than Precious Metals Inventory) of the Non-Precious Metals Borrowing Base Parties or (ii) eighty-five (85%) percent of the Net Recovery Percentage multiplied by the Value of such Eligible Inventory of the Non-Precious Metals Borrowing Base Parties, plus (y) the lesser of (i) the sum of (A) sixty-five (65%) percent multiplied by the Value of the Eligible Inventory (other than Precious Metals Inventory) of the Precious Metals Borrowing Base Parties and (B) eighty (80%) percent multiplied by the Value of the Eligible Inventory consisting of Precious Metals Inventory and Eligible Consigned Precious Metals Inventory of Parent and the Precious Metals Borrowing Base Parties or (ii) eighty-five (85%) percent of the Net Recovery Percentage multiplied by the Value of such Eligible Inventory and Eligible Consigned Precious Metals Inventory of Parent and the Precious Metals Borrowing Base Parties, or". (iii) The definition of "Intercreditor Agreement" in Section 1.66 of the Loan Agreement is hereby amended by deleting "dated on or about October 29, 2004" and replacing it with "dated on or about September 8, 2005". (iv) The definition of "Tranche B Term Loan Agent" in Section 1.134 of the Loan Agreement is hereby amended by deleting "Canpartners Investments IV, LLC, a California limited liability company" and replacing it with "Steel Partners II, L.P., a Delaware limited partnership (as successor in interest to Canpartners Investments IV, LLC)". (v) The definition of "Tranche B Term Loan Agreement" in Section 1.135 of the Loan Agreement is hereby amended by deleting such definition and replacing it with the following: 3  "1.135 'Tranche B Term Loan Agreement' shall mean the Loan and Security Agreement, dated March 31, 2004, by and among Tranche B Term Loan Agent, Tranche B Term Loan Lenders, Borrowers and Guarantors, as amended by Consent to Loan and Security Agreement, dated as of August 31, 2004, the Loan and Security Agreement Amendment, dated as of October 29, 2004, Amendment No. 2 to Loan and Security Agreement, dated as of May 20, 2005, Consent, dated as of September 8, 2005, and as the same may hereafter be further amended, modified, supplemented, extended, renewed, restated or replaced, including any agreements with respect to Refinancing Indebtedness." (vi) The definition of "Tranche B Term Loan Lenders" in Section 1.138 of the Loan Agreement is hereby amended by deleting "Canpartners Investments IV, LLC" and replacing it with "Steel Partners II, L.P." (b) 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. 5" shall mean Amendment No. 5 to Loan and Security Agreement by and among Borrowers, Guarantors, Agent and the Lenders, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. (ii) "Amendment No. 5 Effective Date" shall mean the first date on which all of the conditions precedent to the effectiveness of Amendment No. 5 shall have been satisfied or waived. (iii) "Existing Camdel Term Loan" shall have the meaning set forth in Section 2.3(a) hereof. (iv) "Existing Camdel Term Loan Balance" shall have the meaning set forth in Section 2.3(f) hereof. (v) "Existing Camdel Term Note" shall mean the Term Promissory Note, dated March 31, 2004, made by Camdel in favor of Agent in the original principal amount of $1,641,676, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. (vi) "Existing Canfield Term Loan" shall have the meaning set forth in Section 2.3(a) hereof. (vii) "Existing Canfield Term Loan Balance" shall have the meaning set forth in Section 2.3(g) hereof. (viii) "Existing Canfield Term Note" shall mean the Term Promissory Note, dated March 31, 2004, made by Canfield in favor of Agent in the original principal amount of $993,037, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. 4  (ix) "Existing Continental Term Loan" shall have the meaning set forth in Section 2.3(a) hereof. (x) "Existing Continental Term Loan Balance" shall have the meaning set forth in Section 2.3(c) hereof. (xi) "Existing Continental Term Note" shall mean the Term Promissory Note, dated March 31, 2004, made by Continental in favor of Agent in the original principal amount of $1,707,688, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. (xii) "Existing H&H Electronic Term Loan" shall have the meaning set forth in Section 2.3(a) hereof. (xiii) "Existing H&H Electronic Term Loan Balance" shall have the meaning set forth in Section 2.3(j) hereof. (xiv) "Existing H&H Electronic Term Note" shall mean the Term Promissory Note, dated March 31, 2004, made by H&H Electronic in favor of Agent in the original principal amount of $2,250,951, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. (xv) "Existing H&H Tube Term Loan" shall have the meaning set forth in Section 2.3(a) hereof. (xvi) "Existing H&H Tube Term Loan Balance" shall have the meaning set forth in Section 2.3(e) hereof. (xvii) "Existing H&H Tube Term Note" shall mean the Term Promissory Note, dated March 31, 2004, made by H&H Tube in favor of Agent in the original principal amount of $542,487, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. (xviii) "Existing Indiana Tube Term Loan" shall have the meaning set forth in Section 2.3(a) hereof. (xix) "Existing Indiana Tube Term Loan Balance" shall have the meaning set forth in Section 2.3(h) hereof. (xx) "Existing Indiana Tube Term Note" shall mean the Term Promissory Note, dated March 31, 2004, made by Indiana Tube in favor of Agent in the original principal amount of $2,156,190, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. 5  (xxi) "Existing Lucas Term Loan" shall have the meaning set forth in Section 2.3(a) hereof. (xxii) "Existing Lucas Term Loan Balance" shall have the meaning set forth in Section 2.3(i) hereof. (xxiii) "Existing Lucas Term Note" shall mean the Term Promissory Note, dated March 31, 2004, made by Lucas in favor of Agent in the original principal amount of $1,441,017, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. (xxiv) "Existing Maryland Wire Term Loan" shall have the meaning set forth in Section 2.3(a) hereof. (xxv) "Existing Maryland Wire Term Loan Balance" shall have the meaning set forth in Section 2.3(d) hereof. (xxvi) "Existing Maryland Wire Term Note" shall mean the Term Promissory Note, dated March 31, 2004, made by Maryland Wire in favor of Agent in the original principal amount of $4,170,038, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. (xxvii) "Existing OMG Term Loan" shall have the meaning set forth in Section 2.3(a) hereof. (xxviii) "Existing OMG Term Loan Balance" shall have the meaning set forth in Section 2.3(b) hereof. (xxix) "Existing OMG Term Note" shall mean the Term Promissory Note, dated March 31, 2004, made by OMG in favor of Agent in the original principal amount of $5,073,365, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. (xxx) "Existing Sumco Term Loan" shall have the meaning set forth in Section 2.3(a) hereof. (xxxi) "Existing Sumco Term Loan Balance" shall have the meaning set forth in Section 2.3(k) hereof. (xxxii) "Existing Sumco Term Note" shall mean the Term Promissory Note, dated March 31, 2004, made by Sumco in favor of Agent in the original principal amount of $2,173,551, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. (xxxiii) "Existing Term Loans" shall have the meaning set forth in Section 2.3(a) hereof. 6  (xxxiv) "Restated Camdel Term Note" shall mean the Amended and Restated Term Promissory Note made by Camdel in favor of Agent in the original principal amount of $1,623,763, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. (xxxv) "Restated Canfield Term Note" shall mean the Amended and Restated Term Promissory Note made by Canfield in favor of Agent in the original principal amount of $1,042,295, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. (xxxvi) "Restated Continental Term Note" shall mean the Amended and Restated Term Promissory Note made by Continental in favor of Agent in the original principal amount of $1,843,813, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. (xxxvii) "Restated H&H Electronic Term Note" shall mean the Amended and Restated Term Promissory Note made by H&H Electronic in favor of Agent in the original principal amount of $2,245,445, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. (xxxviii) "Restated H&H Tube Term Note" shall mean the Amended and Restated Term Promissory Note made by H&H Tube in favor of Agent in the original principal amount of $534,583, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. (xxxix) "Restated Indiana Tube Term Note" shall mean the Amended and Restated Term Promissory Note made by Indiana Tube in favor of Agent in the original principal amount of $2,202,516, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. (xl) "Restated Lucas Term Note" shall mean the Amended and Restated Term Promissory Note made by Lucas in favor of Agent in the original principal amount of $1,578,614, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. (xli) "Restated Maryland Wire Term Note" shall mean the Amended and Restated Term Promissory Note made by Maryland Wire in favor of Agent in the original principal amount of $3,252,001, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. (xlii) "Restated OMG Term Note" shall mean the Amended and Restated Term Promissory Note made by OMG in favor of Agent in the original principal amount of $5,773,038, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. (xliii) "Restated Sumco Term Note" shall mean the Amended and Restated Term Promissory Note made by Sumco in favor of Agent in the original principal amount of $2,053,933, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced. 7  (xliv) "Restated Term Notes" shall mean the collective reference to the Restated OMG Term Note, the Restated Continental Term Note, the Restated Maryland Wire Term Note, the Restated H&H Tube Term Note, the Restated Camdel Term Note, the Restated Canfield Term Note, the Restated Indiana Tube Term Note, the Restated Lucas Term Note, the Restated H&H Electronic Term Note and the Restated Sumco Term Note; each sometimes individually referred to herein as a "Restated Term Note". (c) INTERPRETATION. Capitalized terms used herein which are not otherwise defined herein shall have the respective meanings ascribed thereto in the Loan Agreement. 2. TERM LOANS. Section 2.3 of the Loan Agreement is hereby amended by deleting such Section in its entirety and replacing it with the following: "2.3 TERM LOANS. (a) Prior to the date of Amendment No. 5, subject to and upon the terms and conditions contained herein, Lenders made Term Loans to (i) OMG in the original principal amount of $5,073,365 (the "Existing OMG Term Loan"), (ii) Continental in the original principal amount of $1,707,688 (the "Existing Continental Term Loan"), (iii) Maryland Wire in the original principal amount of $4,170,038 (the "Existing Maryland Wire Term Loan"), (iv) H&H Tube in the original principal amount of $542,487 (the "Existing H&H Tube Term Loan"), (v) Camdel in the original principal amount of $1,641,676 (the "Existing Camdel Term Loan"), (vi) Canfield in the original principal amount of $993,037 (the "Existing Canfield Term Loan"), (vii) Indiana Tube in the original principal amount of $2,156,190 (the "Existing Indiana Tube Term Loan"), (viii) Lucas in the original principal amount of $1,441,017 (the "Existing Lucas Term Loan"), (ix) H&H Electronic in the original principal amount of $2,250,951 (the "Existing H&H Electronic Term Loan") and (x) Sumco in the original principal amount of $2,173,551 (the "Existing Sumco Term Loan" and, together with the Existing OMG Term Loan, the Existing Continental Term Loan, the Existing Maryland Wire Term Loan, the Existing H&H Tube Term Loan, the Existing Camdel Term Loan, the Existing Canfield Term Loan, the Existing Indiana Tube Term Loan, the Existing Lucas Term Loan and the Existing H&H Electronic Term Loan, the "Existing Term Loans"). (b) OMG hereby acknowledges, confirms and agrees that, as of the date of Amendment No. 5 and immediately before giving effect to Amendment No. 5, OMG is indebted to each Lender 8  for the Obligations evidenced by the Existing OMG Term Note in the principal amount equal to $3,907,862 (the "Existing OMG Term Loan Balance"), plus accrued interest and fees thereon. On the Amendment No. 5 Effective Date, subject to the terms and conditions contained herein and in the other Financing Agreements, each Lender agrees to fund an additional Term Loan to OMG in the original principal amount equal to such Lender's Pro Rata Share of $1,865,176 which, together with the Existing OMG Term Loan Balance, shall be consolidated and evidenced by and be due and payable pursuant to the terms of the Restated OMG Term Note. (c) Continental hereby acknowledges, confirms and agrees that, as of the date of Amendment No. 5 and immediately before giving effect to Amendment No. 5, Continental is indebted to each Lender for the Obligations evidenced by the Existing Continental Term Note in the principal amount equal to $1,315,379 (the "Existing Continental Term Loan Balance"), plus accrued interest and fees thereon. On the Amendment No. 5 Effective Date, subject to the terms and conditions contained herein and in the other Financing Agreements, each Lender agrees to fund an additional Term Loan to Continental in the original principal amount equal to such Lender's Pro Rata Share of $528,434 which, together with the Existing Continental Term Loan Balance, shall be consolidated and evidenced by and be due and payable pursuant to the terms of the Restated Continental Term Note. (d) Maryland Wire hereby acknowledges, confirms and agrees that, as of the date of Amendment No. 5 and immediately before giving effect to Amendment No. 5, Maryland Wire is indebted to each Lender for the Obligations evidenced by the Existing Maryland Wire Term Note in the principal amount equal to $2,690,642 (the "Existing Maryland Wire Term Loan Balance"), plus accrued interest and fees thereon. On the Amendment No. 5 Effective Date, subject to the terms and conditions contained herein and in the other Financing Agreements, each Lender agrees to fund an additional Term Loan to Maryland Wire in the original principal amount equal to such Lender's Pro Rata Share of $561,359 which, together with the Existing Maryland Wire Term Loan Balance, shall be consolidated and evidenced by and be due and payable pursuant to the terms of the Restated Maryland Wire Term Note. (e) H&H Tube hereby acknowledges, confirms and agrees that, as of the date of Amendment No. 5 and immediately before giving effect to Amendment No. 5, H&H Tube is indebted to each Lender for the Obligations evidenced by the Existing H&H Tube Term Note in the principal amount equal to $417,860 (the "Existing H&H 9  Tube Term Loan Balance"), plus accrued interest and fees thereon. On the Amendment No. 5 Effective Date, subject to the terms and conditions contained herein and in the other Financing Agreements, each Lender agrees to fund an additional Term Loan to H&H Tube in the original principal amount equal to such Lender's Pro Rata Share of $116,723 which, together with the Existing H&H Tube Term Loan Balance, shall be consolidated and evidenced by and be due and payable pursuant to the terms of the Restated H&H Tube Term Note. (f) Camdel hereby acknowledges, confirms and agrees that, as of the date of Amendment No. 5 and immediately before giving effect to Amendment No. 5, Camdel is indebted to each Lender for the Obligations evidenced by the Existing Camdel Term Note in the principal amount equal to $1,264,531 (the "Existing Camdel Term Loan Balance"), plus accrued interest and fees thereon. On the Amendment No. 5 Effective Date, subject to the terms and conditions contained herein and in the other Financing Agreements, each Lender agrees to fund an additional Term Loan to Camdel in the original principal amount equal to such Lender's Pro Rata Share of $359,232 which, together with the Existing Camdel Term Loan Balance, shall be consolidated and evidenced by and be due and payable pursuant to the terms of the Restated Camdel Term Note. (g) Canfield hereby acknowledges, confirms and agrees that, as of the date of Amendment No. 5 and immediately before giving effect to Amendment No. 5, Canfield is indebted to each Lender for the Obligations evidenced by the Existing Canfield Term Note in the principal amount equal to $764,914 (the "Existing Canfield Term Loan Balance"), plus accrued interest and fees thereon. On the Amendment No. 5 Effective Date, subject to the terms and conditions contained herein and in the other Financing Agreements, each Lender agrees to fund an additional Term Loan to Canfield in the original principal amount equal to such Lender's Pro Rata Share of $277,381 which, together with the Existing Canfield Term Loan Balance, shall be consolidated and evidenced by and be due and payable pursuant to the terms of the Restated Canfield Term Note. (h) Indiana Tube hereby acknowledges, confirms and agrees that, as of the date of Amendment No. 5 and immediately before giving effect to Amendment No. 5, Indiana Tube is indebted to each Lender for the Obligations evidenced by the Existing Indiana Tube Term Note in the principal amount equal to $1,505,418 (the "Existing Indiana Tube Term Loan Balance"), plus accrued interest and fees thereon. On the Amendment No. 5 Effective Date, 10  subject to the terms and conditions contained herein and in the other Financing Agreements, each Lender agrees to fund an additional Term Loan to Indiana Tube in the original principal amount equal to such Lender's Pro Rata Share of $697,098 which, together with the Existing Indiana Tube Term Loan Balance, shall be consolidated and evidenced by and be due and payable pursuant to the terms of the Restated Indiana Tube Term Note. (i) Lucas hereby acknowledges, confirms and agrees that, as of the date of Amendment No. 5 and immediately before giving effect to Amendment No. 5, Lucas is indebted to each Lender for the Obligations evidenced by the Existing Lucas Term Note in the principal amount equal to $1,109, 976 (the "Existing Lucas Term Loan Balance"), plus accrued interest and fees thereon. On the Amendment No. 5 Effective Date, subject to the terms and conditions contained herein and in the other Financing Agreements, each Lender agrees to fund an additional Term Loan to Lucas in the original principal amount equal to such Lender's Pro Rata Share of $468,638 which, together with the Existing Lucas Term Loan Balance, shall be consolidated and evidenced by and be due and payable pursuant to the terms of the Restated Lucas Term Note. (j) H&H Electronic hereby acknowledges, confirms and agrees that, as of the date of Amendment No. 5 and immediately before giving effect to Amendment No. 5, H&H Electronic is indebted to each Lender for the Obligations evidenced by the Existing H&H Electronic Term Note in the principal amount equal to $1,733,845 (the "Existing H&H Electronic Term Loan Balance"), plus accrued interest and fees thereon. On the Amendment No. 5 Effective Date, subject to the terms and conditions contained herein and in the other Financing Agreements, each Lender agrees to fund an additional Term Loan to H&H Electronic in the original principal amount equal to such Lender's Pro Rata Share of $511,600 which, together with the Existing H&H Electronic Term Loan Balance, shall be consolidated and evidenced by and be due and payable pursuant to the terms of the Restated H&H Electronic Term Note. (k) Sumco hereby acknowledges, confirms and agrees that, as of the date of Amendment No. 5 and immediately before giving effect to Amendment No. 5, Sumco is indebted to each Lender for the Obligations evidenced by the Existing Sumco Term Note in the principal amount equal to $1,674,227 (the "Existing Sumco Term Loan Balance"), plus accrued interest and fees thereon. On the Amendment No. 5 Effective 11  Date, subject to the terms and conditions contained herein and in the other Financing Agreements, each Lender agrees to fund an additional Term Loan to Sumco in the original principal amount equal to such Lender's Pro Rata Share of $379,706 which, together with the Existing Sumco Term Loan Balance, shall be consolidated and evidenced by and be due and payable pursuant to the terms of the Restated Sumco Term Note. (l) Each of the Existing Term Loans (as consolidated with the additional Term Loans made in accordance with Sections 2.3(b) through (k) hereof) is (i) evidenced by a Restated Term Note in the original principal amount thereof (as so consolidated), duly executed and delivered by the applicable Borrower, (ii) to be repaid, together with interest and other amounts, in accordance with this Agreement, such Restated Term Note and the other Financing Agreements and (iii) secured by the Collateral. The principal amount of each of the Existing Term Loans (as consolidated with the additional Term Loans made in accordance with Sections 2.3(b) through (k) hereof) shall be repaid in seventy four (74) consecutive monthly installments (or earlier as provided herein) payable on the first day of each month commencing October 1, 2005; PROVIDED, THAT, the entire unpaid principal amount of each Existing Term Loan (as so consolidated) and all accrued and unpaid interest thereon shall be due and payable upon the effective date of termination or non-renewal of the Financing Agreements. The amount of each such monthly installment shall be equal to $78,014 with respect to the Existing Term Loan (as so consolidated) to OMG, $24,916 with respect to the Existing Term Loan (as so consolidated) to Continental, $43,946 with respect to the Existing Term Loan (as so consolidated) to Maryland Wire, $7,224 with respect to the Existing Term Loan (as so consolidated) to H&H Tube, $21,943 with respect to the Existing Term Loan (as so consolidated) to Camdel, $14,085 with respect to the Existing Term Loan (as so consolidated) to Canfield, $29,764 with respect to the Existing Term Loan (as so consolidated) to Indiana Tube, $21,333 with respect to the Existing Term Loan (as so consolidated) to Lucas, $30,344 with respect to the Existing Term Loan (as so consolidated) to H&H Electronic and $27,756 with respect to the Existing Term Loan (as so consolidated) to Sumco. (m) The Restated OMG Term Note shall supercede, replace, amend and restate the Existing OMG Term Note. The Restated Continental Term Note shall supercede, replace, amend and restate the Existing Continental Term Note. The Restated Maryland Wire Term Note shall supercede, replace, amend and restate the Existing Maryland Wire Term Note. The Restated H&H Tube Term Note shall supercede, replace, 12  amend and restate the Existing H&H Tube Term Note. The Restated Camdel Term Note shall supercede, replace, amend and restate the Existing Camdel Term Note. The Restated Canfield Term Note shall supercede, replace, amend and restate the Existing Canfield Term Note. The Restated Indiana Tube Term Note shall supercede, replace, amend and restate the Existing Indiana Tube Term Note. The Restated Lucas Term Note shall supercede, replace, amend and restate the Existing Lucas Term Note. The Restated H&H Electronic Term Note shall supercede, replace, amend and restate the Existing H&H Electronic Term Note. The Restated Sumco Term Note shall supercede, replace, amend and restate the Existing Sumco Term Note. The amendment and restatement contained in each of the Restated Term Notes shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, any of the Obligations evidenced by or arising under the Financing Agreements, and the liens and security interests securing such Obligations shall not in any manner be impaired, limited, terminated, waived or released." 3. INDEBTEDNESS. Section 9.9(f) of the Loan Agreement is hereby amended by deleting the phrase "as in effect on October 29, 2004" from each place it appears in such Section and replacing it with "as in effect on the date hereof, as amended by Consent to Loan and Security Agreement, dated as of August 31, 2004, Loan and Security Agreement Amendment, October 29, 2004, Amendment No. 2 to Loan and Security Agreement, dated as of May 20, 2005 and Consent, dated as of September 8, 2005". 4. NEW INTERCREDITOR AGREEMENT. Each Lender (a) authorizes Agent to terminate the Intercreditor Agreement, dated as of October 29, 2004, by and between Agent and Canpartners Investments IV, LLC, as agent, (b) authorizes Agent to enter into the Intercreditor Agreement, dated on or about the date hereof (the "New Steel Partners Intercreditor Agreement"), by and between Agent and Steel Partners II, L.P., as agent for the Tranche B Term Loan Lenders, and (iii) agrees that it will be bound (as a Lender) by the terms and conditions of the New Steel Partners Intercreditor Agreement. 5. 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 pro rata for the account of Lenders (in such manner as Agent may agree), contemporaneously with the effectiveness of this Amendment No. 5, an amendment fee in the amount of $60,000, which fee shall be fully earned and nonrefundable as of the date hereof and may be charged to any loan account of Borrowers. 6. 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. 5), the 13  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. 5 and each other agreement or instrument to be executed and delivered by Borrowers and Guarantors in connection herewith (collectively, together with this Amendment No. 5, 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, reorganization, moratorium or other laws relating to or affecting the enforcement of creditors' rights generally 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. 5 and the other Amendment Documents (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) 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. (e) Each of the Tranche B Amendment (as defined below) and the New Steel Partners Intercreditor Agreement has been executed and delivered by all of the parties thereto and is in full force and effect. (f) All of the Tranche B Term Loan Debt (as defined in the Loan Agreement immediately before giving effect to this Amendment No. 5) has been assigned to Steel Partners II, L.P. (g) Canpartners Investments IV, LLC has resigned as Tranche B Term Loan Agent, and Steel Partners II, L.P. is the Tranche B Term Loan Agent. 7. 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: 14  (a) Agent shall have received this Amendment No. 5, duly authorized, executed and delivered by Borrowers, Guarantors and Lenders; (b) Agent shall have received a true and correct copy of any consent, waiver or approval to or of this Amendment No. 5 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; (c) no Default or Event of Default shall exist or have occurred and be continuing; (d) Agent shall have received the Assignment and Acceptance Agreement, dated as of September 8, 2005, by and between Canpartners Investments IV, LLC and Steel Partners II, L.P., in form and substance satisfactory to Agent, duly authorized, executed and delivered by the parties thereto; (e) Agent shall have received a letter agreement, in form and substance satisfactory to Agent, which terminates the Intercreditor Agreement (as defined in the Loan Agreement immediately before giving effect to this Amendment No. 5), duly authorized, executed and delivered by Canpartners Investments IV, LLC, as agent, and acknowledged by Borrowers and Guarantors; (f) Agent shall have received the New Steel Partners Intercreditor Agreement, in form and substance satisfactory to Agent, duly authorized, executed and delivered by Agent and Steel Partners II, L.P., as agent for the Tranche B Term Loan Lenders and acknowledged by Borrowers and Guarantors; (g) Agent shall have received 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; (h) Agent shall have received each of the Restated Term Notes, in form and substance satisfactory to Agent, duly authorized, executed and delivered by the applicable Borrower party thereto; and (i) 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, resolutions of the Board of Directors of such Borrower and Guarantor evidencing the adoption and subsistence of resolutions approving the execution, delivery and performance by such Borrower and Guarantor of this Amendment and the other Amendment Documents. 8. 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. 5, the provisions of this Amendment No. 5 shall control. 15  9. FURTHER ASSURANCES. Borrowers and Guarantors shall execute and deliver such additional documents and take such additional action as may be requested by Agent to effectuate the provisions and purposes of this Amendment No. 5. 10. 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. 11. BINDING EFFECT. This Amendment No. 5 shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns. 12. HEADINGS. The headings listed herein are for convenience only and do not constitute matters to be construed in interpreting this Amendment No. 5. 13. COUNTERPARTS. This Amendment No. 5 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. 5 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 No. 5. Any party delivering an executed counterpart of this Amendment No. 5 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 such agreement. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 16  IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 5 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/ Thomas Grabosky By: /s/ Dennis C. Kelley ----------------------------------- ----------------------------- Title: Director Title: Vic President - CFO OMG, INC., formerly known as Olympic Manufacturing Group, Inc. By: /s/ Dennis C. Kelly ----------------------------- LENDERS Title: Vice President - ------- WACHOVIA BANK, NATIONAL ASSOCIATION, successor by merger to Congress Financial Corporation CONTINENTAL INDUSTRIES, INC. By: /s/ Thomas Grabosky By: /s/ Dennis C. Kelly ------------------------------------ ------------------------------ Title: Director Title: Vice President TEXTRON FINANCIAL CORPORATION MARYLAND SPECIALTY WIRE, INC. By: /s/ Kurt Kalliomoa By: /s/ Dennis C. Kelly ------------------------------------ ------------------------------ Title: Sr. 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: S.V.P. 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/ Dennis C. Kelly ------------------------------ Title: Vice President 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 [SIGNATURE PAGES CONTINUE ON NEXT PAGE]  [SIGNATURE PAGES CONTINUED FROM PREVIOUS PAGE] 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 HANDY & HARMAN INTERNATIONAL, LTD. 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