Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On October 30, 2006, Handy & Harman ("H&H"), a wholly-owned subsidiary of WHX Corporation ("WHX"), and certain of H&H's subsidiaries amended its Loan and Security Agreement with Wachovia Bank, National Association (the "Working Capital Facility") and its Loan and Security Agreement with Steel Partners II, L.P. (the "Tranche B Term Loan"). The amendments provided, in part, for (i) a $3,000,000 decrease in the Supplemental Term Loan from $10,000,000 to $7,000,000, and (ii) the release of $3,000,000 of reserved funds for working capital purposes. Steel Partners II, L.P. is the beneficial holder of 5,029,793 shares of WHX's common stock, representing approximately 50% of the outstanding shares. Warren G. Lichtenstein, Chairman of the Board of WHX, is the sole managing member of the general partner of Steel Partners II, L.P. In addition, Glen M. Kassan (Director and Chief Executive Officer of WHX), John Quicke (Director and Vice President of WHX) and Jack L. Howard and Josh Schector (Directors of WHX) are employees of Steel Partners, Ltd., an affiliate of Steel Partners II, L.P. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit 99.1 Amendment No. 10 to the Loan and Security Agreement dated October 30, 2006 by and among Handy & Harman and its subsidiaries, as borrowers or guarantors, the financial institutions party thereto as lenders and Wachovia Bank, National Association, as agent. Exhibit 99.2 Amendment No. 7 to the Loan and Security Agreement dated October 30, 2006 by and among Handy & Harman and its subsidiaries, as borrowers or guarantors, Steel Partners II, L.P., as lender and agent. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WHX CORPORATION Dated: November 3, 2006 By: /s/ Robert Hynes -------------------------------- Name: Robert Hynes Title: Chief Financial Officer