amongHandy & Harman • March 27th, 1998 • Rolling drawing & extruding of nonferrous metals
OLYMPIC MANUFACTURING GROUP, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • March 31st, 1997 • Handy & Harman • Rolling drawing & extruding of nonferrous metals • New York
AMENDED AND RESTATED AGREEMENT AGREEMENT, dated as of November 3, 1995 by and between Handy & Harman, a New York corporation (the "Company") and Frank E. Grzelecki (the "Executive"). WHEREAS, the Company and the Executive entered into a Letter...Consulting Agreement • December 24th, 1997 • Handy & Harman • Rolling drawing & extruding of nonferrous metals
AGREEMENTAgreement • December 24th, 1997 • Handy & Harman • Rolling drawing & extruding of nonferrous metals • New York
AMENDMENTS TO THE EXISTING CREDIT AGREEMENTRevolving Credit Agreement • March 31st, 1997 • Handy & Harman • Rolling drawing & extruding of nonferrous metals • New York
ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER ........ 7Asset Purchase Agreement • March 31st, 1997 • Handy & Harman • Rolling drawing & extruding of nonferrous metals • New York
125,000,000 7.31% Senior Notes due April 30, 2004 2 TABLE OF CONTENTSNote Purchase Agreement • March 27th, 1998 • Handy & Harman • Rolling drawing & extruding of nonferrous metals • New York
2 3 IN WITNESS WHEREOF, each of Parent, the Purchaser and the Company has caused this Amendment to be executed as of the date first above written.Agreement and Plan of Merger • March 27th, 1998 • Handy & Harman • Rolling drawing & extruding of nonferrous metals • New York
AMENDMENT TO RIGHTS AGREEMENT AMENDMENT, dated as of March 1, 1998, to the Rights Agreement, dated as of January 26, 1989, as amended as of April 25, 1996 and October 22, 1996 (the "Rights Agreement"), between Handy & Harman, a New York corporation...Rights Agreement • March 6th, 1998 • Handy & Harman • Rolling drawing & extruding of nonferrous metals
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 6th, 1998 • Handy & Harman • Rolling drawing & extruding of nonferrous metals • New York
SUPPLEMENTAL AGREEMENT ---------------------- Notwithstanding the terms and conditions set forth in an Employment Agreement (the "Agreement") dated October 22, 1996 between you and Handy & Harman ("H&H), the terms and conditions stated herein are...Supplemental Agreement • March 6th, 1998 • Handy & Harman • Rolling drawing & extruding of nonferrous metals • New York
AMENDMENT TO RIGHTS AGREEMENT AMENDMENT, dated as of October 22, 1996, to the Rights Agreement, dated as of January 26, 1989 and as amended as of April 25, 1996, between Handy & Harman, a New York corporation (the "Company"), and ChaseMellon...Rights Agreement • October 24th, 1996 • Handy & Harman • Rolling drawing & extruding of nonferrous metals
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AMENDMENT NO. 1 (the "Amendment"), dated as of March 26, 1998, to the Agreement and Plan of Merger, dated as of March 1, 1998 (the "Merger Agreement"), by and among WHX Corporation, a Delaware...Agreement and Plan • March 27th, 1998 • Handy & Harman • Rolling drawing & extruding of nonferrous metals • New York
EXECUTIVE AGREEMENT Agreement dated as of September 2, 1986 between Handy & Harman, a New York corporation ("Company") and __________________ ("Executive"). WHEREAS, Executive has been employed by Company continuously for many years and has rendered...Executive Agreement • March 6th, 1998 • Handy & Harman • Rolling drawing & extruding of nonferrous metals
Exhibit 48 SETTLEMENT AND RELEASE AGREEMENT Agreement dated as of April 3, 1998 between Handy & Harman, a New York corporation (the "Company"), WHX Corporation, a Delaware corporation ("WHX"), HN Acquisition Corp., a New York corporation (the...Settlement and Release Agreement • April 6th, 1998 • Handy & Harman • Rolling drawing & extruding of nonferrous metals • New York
AMENDMENTAmendment • March 6th, 1998 • Handy & Harman • Rolling drawing & extruding of nonferrous metals
EMPLOYMENT AGREEMENT This Agreement (the "Agreement"), dated as of October 22, 1996, will confirm that Handy & Harman, a New York corporation (the "Company") has offered, and you have accepted, the position of Executive Vice President of the Company....Employment Agreement • March 6th, 1998 • Handy & Harman • Rolling drawing & extruding of nonferrous metals • New York
AGREEMENTAgreement • March 6th, 1998 • Handy & Harman • Rolling drawing & extruding of nonferrous metals • New York
AMENDMENTS TO THE EXISTING CREDIT AGREEMENTTerm Revolving Credit Agreement • March 31st, 1997 • Handy & Harman • Rolling drawing & extruding of nonferrous metals • New York
AGREEMENTAgreement • March 6th, 1998 • Handy & Harman • Rolling drawing & extruding of nonferrous metals
RESTATED CONFIRMATION AGREEMENT Agreement dated as of February 26, 1998 between Handy & Harman, a New York corporation (the "Company"), and Frank E. Grzelecki ("Executive"). WHEREAS, the Company and Executive have entered into: (1) a letter agreement...Confirmation Agreement • March 6th, 1998 • Handy & Harman • Rolling drawing & extruding of nonferrous metals
Exhibit 1 AMENDMENT TO RIGHTS AGREEMENT AMENDMENT, dated as of March 1, 1998, to the Rights Agreement, dated as of January 26, 1989, as amended as of April 25, 1996 and October 22, 1996 (the "Rights Agreement"), between Handy & Harman, a New York...Rights Agreement • March 6th, 1998 • Handy & Harman • Rolling drawing & extruding of nonferrous metals
AGREEMENT ---------Agreement • December 24th, 1997 • Handy & Harman • Rolling drawing & extruding of nonferrous metals • New York
FIRST AMENDMENT TO FEE CONSIGNMENT AGREEMENTFee Consignment Agreement • March 31st, 1997 • Handy & Harman • Rolling drawing & extruding of nonferrous metals • New York
AMENDMENT TO RIGHTS AGREEMENT AMENDMENT, dated as of March 1, 1998, to the Rights Agreement, dated as of January 26, 1989, as amended as of April 25, 1996 and October 22, 1996 (the "Rights Agreement"), between Handy & Harman, a New York corporation...Rights Agreement • March 3rd, 1998 • Handy & Harman • Rolling drawing & extruding of nonferrous metals
AMENDMENT TO RIGHTS AGREEMENT AMENDMENT, dated as of March 1, 1998, to the Rights Agreement, dated as of January 26, 1989, as amended as of April 25, 1996 and October 22, 1996 (the "Rights Agreement"), between Handy & Harman, a New York corporation (the "Company"), and ChaseMellon Shareholder Services, L.L.C., as Rights Agent (the "Rights Agent"). WHEREAS, the Company and the Rights Agent entered into the Rights Agreement specifying the terms of the Rights (as defined therein); and WHEREAS, the Company and the Rights Agent desire to amend the Rights Agreement in accordance with Section 26 of the Rights Agreement. NOW, THEREFORE, in consideration of the premises and mutual agreements set forth in the Rights Agreement and this Amendment, the parties hereby agree as follows: 1. Section 1(a) is amended by adding the following at the end of said Section: ; provided, further, that none of WHX Corporation, a Delaware corporation ("WHX"), HN Acquisition Corp., a New York corporation and wholly
Exhibit 49 SETTLEMENT AND RELEASE AGREEMENT Agreement dated as of April 3, 1998 between Handy & Harman, a New York corporation (the "Company"), WHX Corporation, a Delaware corporation ("WHX"), HN Acquisition Corp., a New York corporation (the...Settlement and Release Agreement • April 6th, 1998 • Handy & Harman • Rolling drawing & extruding of nonferrous metals • New York
FIRST AMENDMENT TO DOLLAR SUPPLY AGREEMENTDollar Supply Agreement • March 31st, 1997 • Handy & Harman • Rolling drawing & extruding of nonferrous metals • New York
Exhibit 43 SETTLEMENT AND RELEASE AGREEMENT Agreement dated as of April 3, 1998 between Handy & Harman, a New York corporation (the "Company"), WHX Corporation, a Delaware corporation ("WHX"), HN Acquisition Corp., a New York corporation (the...Settlement and Release Agreement • April 6th, 1998 • Handy & Harman • Rolling drawing & extruding of nonferrous metals • New York
WHEREAS, Richard N. Daniel (the "Executive") and Handy & Harman (the "Company") have entered into an Employment Agreement (the "Agreement") dated as of May 1, 1989; and WHEREAS, the Board of Directors of the Company deems it advisable for the Company...Employment Agreement • March 6th, 1998 • Handy & Harman • Rolling drawing & extruding of nonferrous metals
W I T N E S S E T H:Credit Agreement • March 31st, 1997 • Handy & Harman • Rolling drawing & extruding of nonferrous metals • New York
AMENDMENT TO THE EXECUTIVE AGREEMENT Amendment dated as of July 1, 1989 between Handy & Harman, a New York corporation (the "Company") and Frank E. Grzelecki ("Executive"). WHEREAS, the Company and Executive entered into an Executive Agreement dated...The Executive Agreement • March 6th, 1998 • Handy & Harman • Rolling drawing & extruding of nonferrous metals
AGREEMENT AND PLAN OF MERGER by and among WHX CORPORATION HN ACQUISITION CORP. and HANDY & HARMAN March 1, 1998 TABLE OF CONTENTS ARTICLE I THE OFFER AND MERGER . . . . . . . . . . . . . . . . . . . . . . . . . 1 Section 1.1 The Offer . . . . . . . ....Agreement and Plan of Merger • March 3rd, 1998 • Handy & Harman • Rolling drawing & extruding of nonferrous metals • New York
HANDY & HARMAN LETTERHEAD] March 6, 1998 Dear Shareholder: I am pleased to inform you that on March 1, 1998, Handy & Harman (the 'Company') entered into an Agreement and Plan of Merger (the 'Merger Agreement') with WHX Corporation ('WHX') and HN...Handy & Harman • March 6th, 1998 • Rolling drawing & extruding of nonferrous metals
