Exhibit 4.15
AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT
AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT (this "Amendment No. 2"),
dated as of May 20, 2005, by and among Handy & Xxxxxx, a New York corporation
("Parent"), 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 & Xxxxxx Tube Company, Inc., a Delaware
corporation ("H&H Tube"), Camdel Metals Corporation, a Delaware corporation
("Camdel"), Xxxxxxxx Metal Coating Corporation, a Delaware corporation
("Canfield"), Micro-Tube Fabricators, Inc., a Delaware corporation
("Micro-Tube"), Indiana Tube Corporation, a Delaware corporation ("Indiana
Tube"), Xxxxx-Xxxxxxxx, Inc., a Wisconsin corporation ("Xxxxx"), Handy & Xxxxxx
Electronic Materials Corporation, a Florida corporation ("H&H Electronic"),
Sumco Inc., an Indiana corporation ("Sumco" and together with Parent, OMG,
Continental, Maryland Wire, H&H Tube, Camdel, Xxxxxxxx, Micro-Tube, Indiana
Tube, Xxxxx and H&H Electronic, each individually, a "Borrower" and
collectively, "Borrowers"), Handy & Xxxxxx of Canada, Limited, an Ontario
corporation ("H&H Canada"), ele Corporation, a California corporation ("ele"),
Alloy Ring Service Inc., a Delaware corporation ("Alloy"), Xxxxxx Radiator
Corporation, a Texas corporation ("Xxxxxx"), H&H Productions, Inc., a Delaware
corporation ("H&H Productions"), Handy & Xxxxxx Automotive Group, Inc., a
Delaware corporation ("H&H Auto"), Handy & Xxxxxx International, Ltd., a
Delaware corporation ("H&H International"), Handy & Xxxxxx Peru, Inc., a
Delaware corporation ("H&H Peru"), KJ-VMI Realty, Inc., a Delaware corporation
("KVR"), Xxx-Xxxx Realty, Inc., a Delaware corporation ("Xxx-Xxxx"), 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, Xxxxxx, H&H
Productions, H&H Auto, H&H International, H&H Peru, KVR, Xxx-Xxxx, Platina,
Sheffield and SWM, each individually, a "Guarantor" and collectively,
"Guarantors"), Canpartners Investments IV, LLC, successor by assignment from
Ableco Finance 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").
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, successor by assignment to
Ableco Finance LLC, Lenders, Borrowers and Guarantors (as amended by Amendment
No. 1 to Loan and Security Agreement, dated as of October 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"); and
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 Xx. 0, Xxxxxxxxx, Xxxxxxxxxx, 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 defined term "Olympic" in the Loan Agreement and
in any of the other Financing Agreements are hereby deleted and replaced with
"OMG."
(b) Section 1.30 of the Loan Agreement is hereby amended by deleting such
definition and replacing it with the following:
"1.30 "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 1.30-A
hereto, plus (f) the charge attributed to the Fairfield
facility for the period and in the amount listed in
Schedule 1.30-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 1.30 corresponding to such
period."
(c) Section 1.50 of the Loan Agreement is hereby amended by deleting such
definition and replacing it with the following:
"1.50 "FIXED CHARGES" shall mean, as to any Person and its Subsidiaries
with respect to any period, the sum of, without duplication, (a) all
cash Interest Expense, provided that any annual fees paid to the
Working Capital Lenders or Working Capital Agent will be considered
to be a cash Interest Expense when such amounts are recognized as an
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expense in the income statement of any Borrower or Guarantor, (b) 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 Loan) and Indebtedness with respect to
Capitalized Leases (and without duplicating amounts in item (a) 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, (c) all cash income taxes (including, without
limitation, payments made pursuant to Section 9.12(b)(iii)), (d) 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, (e) management fees paid
in cash (in each case as to such Person and its Subsidiaries) and (f)
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."
(d) Section 1.79 of the Loan Agreement is hereby amended by deleting such
definition and replacing it with the following:
1.79 "OBLIGOR" shall mean any guarantor, endorser, acceptor, surety or
other person liable on or with respect to the Obligations or who is
the owner of any property which is security for the Obligations
(including, without limitation, Guarantors), other than Borrowers."
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) "WC Equipment Purchase Term Loan" shall mean the term "Equipment
Purchase Term Loans" as defined in the Working Capital Loan Agreement as in
effect on the date hereof.
(b) "OMG" shall mean OMG, Inc., formerly known as Olympic Manufacturing
Group, Inc., a Delaware corporation, and its successors and assigns.
3. MANDATORY PREPAYMENTS. Section 2.3 of the Loan Agreement is hereby
amended as follows:
(a) Section 2.3(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 WC Equipment Purchase Term Loans, and fourth";
(b) Section 2.3(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 WC Equipment Purchase Term Loans, and, third,";
3
(c) Section 2.3(b) of the Loan Agreement is hereby amended by deleting
"and second" and replacing it with ", second, to the outstanding principal
amount of the WC Equipment Purchase Term Loans, and third";
(d) Section 2.3(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 WC Equipment Purchase Term Loans, and fourth";
(e) Section 2.3(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 WC Equipment Purchase Term Loans, and third";
(f) Section 2.3(c)(iii) of the Loan Agreement is hereby amended by
deleting the paragraph starting with "first" and replacing it with the
following:
"FIRST, the initial $2,000,000 of the Net Cash Proceeds
from the sale or disposition of all such Real Property
shall be split 50/50 between the Working Capital Loan
Agreement and this Agreement, with the portion allocable
to this Agreement being applied to the outstanding
principal amount of the Loan and the portion allocable
to the Working Capital Loan Agreement being applied, at
Borrower's option, to any of (A) the outstanding
principal amount of the WC Term Loans, (B) the
outstanding principal amount of the WC Equipment
Purchase Term Loans or (C) the outstanding principal
amount of the WC Revolving Loans so long as (in the case
of this clause (C) only) the Working Capital Agent
establishes and maintains a permanent Reserve against
the aggregate Borrowing Base of all Borrowers in an
amount equal to the amount of such Net Cash Proceeds
that are so applied by Borrowers to the prepayment of
principal of the WC Revolving Loans; and"; and
(g) Section 2.3(f) of the Loan Agreement is hereby amended by deleting
"the WC Term Loans" from each place it appears and replacing it with "the WC
Term Loans, the WC Equipment Purchase Term Loans".
4. ALLOWED INDEBTEDNESS. Section 9.9(f)(i) is hereby amended by adding
the following phrase to the end of the paragraph: "plus (C) the WC Equipment
Purchase Term Loans in an amount equal to $3,000,000 as reduced from time to
time by the principal payments and prepayments of the WC Equipment Purchase Term
Loans whether optional or mandatory,".
5. 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)
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:
Minimum
Fiscal Quarter End 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 fiscal $39,000,000
quarter ending thereafter
(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
5
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 1 to 1"
ending on the last day of each fiscal quarter
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 its 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 Capital
Period Expenditures
------ ------------
Fiscal year ending December 31, 2004 $16,000,000
For the 3 months ending March 31, $5,700,000
2005
For the 6 months ending June 30, 2005 $10,700,000
For the 9 months ending September 30, $15,700,000
2005
For the 12 months ending December 31,
2005 and for each 12 months ending on $18,500,000"
the last day of each fiscal quarter
thereafter
(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 Leverage
Fiscal Quarter End Ratio
------------------ -----
June 30, 2004 4.30 to 1
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Maximum Leverage
Fiscal Quarter End Ratio
------------------ -----
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
6. AMENDMENT FEE AND LENDER'S LEGAL FEES AND EXPENSES. 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):
(a) contemporaneously with the effectiveness of this Amendment No. 2, an
amendment fee in the amount of $150,000.00, which fee shall be fully earned and
nonrefundable as of the date hereof; and
(b) all fees and expenses incurred by or on behalf of the Lender in
connection with the negotiation, preparation, and delivery of this Amendment No.
2, the consent to the sale by Maryland Wire of the Maryland Assets, the consent
to Amendment No. 4 of the Working Capital Loan Agreement, and any and all
related documents, including, but not limited to, the reasonable fees and
expenses of legal counsel, such fees and expenses to be reimbursed no later than
ten (10) days after receipt of the invoice by Parent.
7. INDIANA TUBE DANMARK A/S BORROWINGS. Indiana Tube Danmark A/S, a
corporation organized under the laws of Denmark and an affiliate of Parent,
shall not increase its borrowings under its credit facilities or other similar
lending arrangements in excess of 120% of its outstanding borrowings thereunder
as of the date hereof without the prior written consent of Agent.
8. 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. 2), the
truth and accuracy of which are a continuing condition of the making of Loans
and providing Letter of Credit Accommodations to Borrowers:
7
(a) This Amendment No. 2 and each other agreement or instrument to be
executed and delivered by Borrowers and Guarantors in connection herewith
(collectively, together with this Amendment No. 2, 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. 2 (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) As of the date hereof, and after giving effect to the provisions of
this Amendment No. 2, no Default or Event of Default exists or has occurred and
is continuing.
(d) The Working Capital Amendment (as defined hereinafter) has been
executed and delivered by all parties 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.
(f) Nothing in this Amendment No. 2 changes or modifies the rights and
obligations of Agent, Lenders and WHX pursuant to that certain Subordination
Agreement dated October 29, 2004 by and between Agent, as agent for the Lenders,
and WHX.
9. 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. 2, duly authorized,
executed and delivered by Borrowers, Guarantors and Required Lenders;
(b) 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
8
approving the execution, delivery and performance by such Borrower and Guarantor
of this Amendment No. 2 and the other Amendment Documents;
(c) Agent shall have received a true and correct copy of any consent,
waiver or approval to or of this Amendment No. 2 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;
(d) Agent shall have received (i) a true and correct copy of an amendment
to the Working Capital Loan Agreement (the "Working Capital Amendment"), in form
and substance satisfactory to Agent, duly authorized, executed and delivered by
each of the parties thereto, which Working Capital 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 Working Capital Agent and acknowledged by
Borrowers and Guarantors, which Intercreditor Amendment shall be in full force
and effect; and
(e) no Default or Event of Default shall exist or have occurred and be
continuing.
10. 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. 2, the provisions of this Amendment No. 2 shall control.
11. 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. 2.
12. 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.
13. BINDING EFFECT. This Amendment No. 2 shall be binding upon and inure
to the benefit of each of the parties hereto and their respective successors and
assigns.
14. HEADINGS. The headings listed herein are for convenience only and do
not constitute matters to be construed in interpreting this Amendment No. 2.
9
15. COUNTERPARTS. This Amendment No. 2 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. 2 by telefacsimile shall have the same force
and effect as the delivery of an original executed counterpart of this Amendment
No. 2. Any party delivering an executed counterpart of this Amendment No. 2 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]
10
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
be executed on the day and year first above written.
AGENT BORROWERS
----- ---------
CANPARTNERS INVESTMENTS IV, LLC, HANDY & XXXXXX
as Agent
By: /s/ Xxxxxx Xxxxx
By: /s/ Xxxxx Xxxxx ----------------------------------
--------------------------------- Title: Vice President and CFO
Title: Managing Partner
OMG, INC.
By: /s/ Xxxxxx Xxxxx
----------------------------------
Title: Vice President and Treasurer
LENDERS
-------
CANPARTNERS INVESTMENTS IV, LLC, CONTINENTAL INDUSTRIES, INC.
as Lender
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxxx Xxxxx
--------------------------------- ----------------------------------
Title: Managing Partner Title: Vice President and Treasurer
MARYLAND SPECIALTY WIRE, INC.
By: /s/ Xxxxxx Xxxxx
----------------------------------
Title: Vice President and Treasurer
HANDY & XXXXXX TUBE COMPANY, INC.
By: /s/ Xxxxxx Xxxxx
----------------------------------
Title: Vice President and Treasurer
[SIGNATURE PAGES CONTINUE ON NEXT PAGE]
[SIGNATURE PAGES CONTINUED FROM PREVIOUS PAGE]
CAMDEL METALS CORPORATION
By: /s/ Xxxxxx Xxxxx
----------------------------------
Title: Vice President and Treasurer
XXXXXXXX METAL COATING CORPORATION
By: /s/ Xxxxxx X. Xxxxx
----------------------------------
Title: Secretary
MICRO-TUBE FABRICATORS, INC.
By: /s/ Xxxxxx Xxxxx
----------------------------------
Title: Vice President and Treasurer
INDIANA TUBE CORPORATION
By: /s/ Xxxxxx Xxxxx
----------------------------------
Title: Vice President and Treasurer
XXXXX-XXXXXXXX, INC.
By: /s/ Xxxxxx Xxxxx
----------------------------------
Title: Vice President and Treasurer
HANDY & XXXXXX ELECTRONIC
MATERIALS CORPORATION
By: /s/ Xxxxxx Xxxxx
----------------------------------
Title: Vice President and Treasurer
SUMCO INC.
By: /s/ Xxxxxx Xxxxx
----------------------------------
Title: Vice President and Treasurer
[SIGNATURE PAGES CONTINUE ON NEXT PAGE]
[SIGNATURE PAGES CONTINUED FROM PREVIOUS PAGE]
GUARANTORS
----------
HANDY & XXXXXX OF CANADA,
LIMITED
By: /s/ Xxxxxx Xxxxx
----------------------------------
Title: Vice President and Treasurer
ELE CORPORATION
By: /s/ Xxxxxx Xxxxx
----------------------------------
Title: Vice President and Treasurer
ALLOY RING SERVICE INC.
By: /s/ Xxxxxx Xxxxx
----------------------------------
Title: Vice President and Treasurer
XXXXXX RADIATOR CORPORATION
By: /s/ Xxxxxx Xxxxx
----------------------------------
Title: Vice President and Treasurer
H&H PRODUCTIONS, INC.
By: /s/ Xxxxxx Xxxxx
----------------------------------
Title: V.P. and Treasurer
HANDY & XXXXXX AUTOMOTIVE
GROUP, INC.
By: /s/ Xxxxxx Xxxxx
----------------------------------
Title: Vice President and Treasurer
HANDY & XXXXXX INTERNATIONAL,
LTD.
By: /s/ Xxxxxx Xxxxx
----------------------------------
Title: Vice President and Treasurer
[SIGNATURE PAGES CONTINUE ON NEXT PAGE]
[SIGNATURE PAGES CONTINUED FROM PREVIOUS PAGE]
HANDY & XXXXXX PERU, INC.
By: /s/ Xxxxxx Xxxxx
----------------------------------
Title: Vice President and Treasurer
KJ-VMI REALTY, INC.
By: /s/ Xxxxxx Xxxxx
----------------------------------
Title: V.P. and Treasurer
XXX-XXXX REALTY, INC.
By: /s/ Xxxxxx Xxxxx
----------------------------------
Title: Vice President and Treasurer
PLATINA LABORATORIES, INC.
By: /s/ Xxxxxx Xxxxx
----------------------------------
Title: V.P. and Treasurer
SHEFFIELD STREET CORPORATION
By: /s/ Xxxxxx Xxxxx
----------------------------------
Title: Vice President and Treasurer
SWM, INC.
By: /s/ Xxxxxx Xxxxx
----------------------------------
Title: V.P. and Treasurer
WILLING B WIRE CORPORATION
By: /s/ Xxxxxx Xxxxx
----------------------------------
Title: Vice President and Treasurer
Schedule 1.30-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 1.30-B
Charge Attributed to Fairfield facility for December 31, 2004: $3,523,000
