CONSENT AND AMENDMENT NO. 19 TO LOAN AND SECURITY AGREEMENT

Exhibit 4.2

CONSENT AND AMENDMENT NO. 19 TO LOAN AND SECURITY AGREEMENT

CONSENT AND AMENDMENT NO. 19 TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of  July 31, 2009 by and among Handy & Harman, a New York corporation (“Parent”), OMG, Inc., a Delaware corporation formerly known as Olympic Manufacturing Group, Inc. (“OMG”), Continental Industries, Inc., an Oklahoma corporation (“Continental”), Maryland Specialty Wire, Inc., a Delaware corporation (“Maryland Wire”), Handy & Harman Tube Company, Inc., a Delaware corporation (“H&H Tube”), Camdel Metals Corporation, a Delaware corporation (“Camdel”), Canfield Metal Coating Corporation, a Delaware corporation (“Canfield”), Micro-Tube Fabricators, Inc., a Delaware corporation (“Micro-Tube”), Indiana Tube Corporation, a Delaware corporation (“Indiana Tube”), Lucas-Milhaupt, Inc., a Wisconsin corporation (“Lucas”), Handy & Harman Electronic Materials Corporation, a Florida corporation (“H&H Electronic”), Sumco Inc., an Indiana corporation (“Sumco”), OMG Roofing, Inc., a Delaware corporation (“OMG Roofing”), OMNI Technologies Corporation of Danville, a New Hampshire corporation (“OMNI” and together with Parent, OMG, Continental, Maryland Wire, H&H Tube, Camdel, Canfield, Micro-Tube, Indiana Tube, Lucas, H&H Electronic, Sumco and OMG Roofing, each individually, a “Borrower” and collectively, “Borrowers”), Handy & Harman of Canada, Limited, an Ontario corporation (“H&H Canada”), ele Corporation, a California corporation (“ele”), Alloy Ring Service Inc., a Delaware corporation (“Alloy”), Daniel Radiator Corporation, a Texas corporation (“Daniel”), H&H Productions, Inc., a Delaware corporation (“H&H Productions”), Handy & Harman Automotive Group, Inc., a Delaware corporation (“H&H Auto”), Handy & Harman International, Ltd., a Delaware corporation (“H&H International”), Handy & Harman Peru, Inc., a Delaware corporation (“H&H Peru”), KJ-VMI Realty, Inc., a Delaware corporation (“KVR”), Pal-Rath Realty, Inc., a Delaware corporation (“Pal-Rath”), Platina Laboratories, Inc., a Delaware corporation (“Platina”), SheffieVld Street Corporation, a Connecticut corporation (“Sheffield”), SWM, Inc., a Delaware corporation (“SWM”), Willing B Wire Corporation, a Delaware corporation (“Willing”), The 7 Orne Street Nominee Trust, a Massachusetts nominee trust (“Orne Street Trust”), The 28 Grant Street Nominee Trust, a Massachusetts nominee trust (“28 Grant Street Trust”), 20 Grant Street Nominee Trust, a Massachusetts nominee trust (“20 Grant Street Trust” and together with H&H Canada, ele, Alloy, Daniel, H&H Productions, H&H Auto, H&H International, H&H Peru, KVR, Pal-Rath, Platina, Sheffield, SWM, Willing, Orne Street Trust and 28 Grant Street Trust, each a “Guarantor” and collectively, “Guarantors”), Steel Partners II, L.P., a Delaware limited partnership, successor by assignment from Canpartners Investments IV, LLC, in its capacity as agent pursuant to the Loan Agreement (as hereinafter defined) acting for the financial institutions party thereto as lenders (in such capacity, together with its successors and assigns, “Agent”), and the financial institutions party thereto as lenders (collectively, “Lenders”). Capitalized terms used herein which are not otherwise defined herein shall have the respective meanings ascribed thereto in the Loan Agreement.

W I T N E S S E T H:

WHEREAS , Agent, Lenders, Borrowers and Guarantors have entered into financing arrangements pursuant to which Lenders (or Agent on behalf of Lenders) have made and provided and may hereafter make and provide loans, advances and other financial accommodations to Borrowers as set forth in the Loan and Security Agreement, dated March 31, 2004, by and among Agent, Lenders, Borrowers and Guarantors, as amended by Amendment No. 1 to Loan and Security Agreement, dated as of October 29, 2004, Amendment No. 2 to Loan and Security Agreement, dated as of May 20, 2005, Amendment No. 3 and Waiver to Loan and Security Agreement, dated as of December 29, 2005, Consent and Amendment No. 4 to Loan and Security Agreement, dated as of January 24, 2006, Consent and Amendment No. 5   to Loan and Security Agreement, dated as of March 31, 2006, Amendment No. 6 to Loan and Security Agreement, dated as of July 18, 2006, Amendment No. 7 to Loan and Security Agreement, dated as of October 30, 2006, Amendment No. 8 and Waiver to Loan and Security Agreement, dated as of December 28, 2006, Consent and Amendment No. 9 to Loan and Security Agreement, dated as of December 28, 2006, Amendment No. 10 and Waiver to Loan and Security Agreement, dated as of March 29, 2007, Amendment No. 11 to Loan and Security Agreement, dated as of July 20, 2007, Amendment No. 12 to Loan and Security Agreement, dated as of September 10, 2007, Amendment No. 13 to Loan and Security Agreement, dated as of November 5, 2007, Amendment No. 14 to Loan and Security Agreement, dated as of February 14, 2008, Amendment No. 15  to Loan and Security Agreement, dated as of February 14, 2008, Amendment No. 16 dated as of  October 29, 2008, Amendment No. 17 dated as of March 12, 2009 and Consent and Amendment No. 18 to Loan and Security Agreement  dated as of May 8, 2009 (as the same now exists or may hereafter be further amended, modified, supplemented, extended,  renewed, restated or replaced, the “Loan Agreement”), and the other agreements, documents and instruments referred to therein or at any time executed and/or delivered in connection therewith or related thereto (all of the foregoing, together with the Loan Agreement, as the same now exist or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced, being collectively referred to herein as the “Financing Agreements”);

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

WHEREAS, by this Consent and Amendment (“this Amendment”), Borrowers, Guarantors, Agent and Lenders desire and intend to evidence such consent and amendments:

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

1.                  Consent to Working Capital Loan Amendments .  Agent and the Lenders hereby consent to the execution, delivery and performance of Working Capital Amendment No. 24 by the Borrowers and Guarantors.

(a)   Additional Definitions .  As used herein, the following terms shall have the following meanings given to them below, and the Loan Agreement and the other Financing Agreements are hereby amended to include, in addition and not in limitation, the following:

(i)   “Amendment No. 19” shall mean Amendment No. 19 to Loan and Security Agreement, dated as of July 31, 2009, by and among Borrowers, Guarantors, Agent and Lenders, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

(ii)   “Amendment No. 19 Effective Date” shall mean the first date on which all of the conditions precedent to the effectiveness of Amendment No. 19 shall have been satisfied or shall have been waived by Agent.

(iii)   “Specified AIG Insurance Proceeds” shall mean the insurance proceeds which may be received by Parent and/or one of its Subsidiaries after the Amendment No. 19 Effective Date in connection with the settlement of litigation commenced by Parent against AIG for coverage of remediation and legal expenses under an environmental insurance policy Parent purchased in 2004 in connection with the Fairfield, Connecticut remediation project.

(iv)   “Specified Chubb Insurance Proceeds” shall mean the insurance proceeds in the amount of $3,000,000 received by Parent on or about July 31, 2009 in connection with a settlement agreement with Chubb for reimbursement of remediation expenses for five sites where Parent and/or its subsidiaries had incurred environmental remediation expenses. 

(b)   Amendment to Definitions .

(i)    Consolidated Net Income .  The definition of “Consolidated Net Income” in Section 1.25 of the Loan Agreement is hereby amended by deleting the second parenthetical appearing in such definition in its entirety and replacing it with the following:

(ii)    EBITDA .  The definition of “EBITDA” in Section 1.30 of the Loan Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

(iii)    Intercreditor Agreement .  The definition of “Intercreditor Agreement” in Section 1.60 of the Loan Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

(iv)    Maximum Credit .  The definition of “Maximum Credit” in Section 1.73 of the Loan Agreement is hereby amended by deleting such definition in its entirety and replacing it with the following:

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

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