Amendment No. 2 to Loan and Security Agreement among Handy & Harman, Subsidiaries, Guarantors, and Canpartners Investments IV, LLC

 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 & Harman, 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 & 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 Parent, 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"), 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 No. 2, 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. 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 2  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 6  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 & HARMAN as Agent By: /s/ Dennis Kelly By: /s/ Mitch Julis ---------------------------------- --------------------------------- Title: Vice President and CFO Title: Managing Partner OMG, INC. By: /s/ Dennis Kelly ---------------------------------- Title: Vice President and Treasurer LENDERS - ------- CANPARTNERS INVESTMENTS IV, LLC, CONTINENTAL INDUSTRIES, INC. as Lender By: /s/ Mitch Julis By: /s/ Dennis Kelly --------------------------------- ---------------------------------- Title: Managing Partner Title: Vice President and Treasurer MARYLAND SPECIALTY WIRE, INC. By: /s/ Dennis Kelly ---------------------------------- Title: Vice President and Treasurer HANDY & HARMAN TUBE COMPANY, INC. By: /s/ Dennis Kelly ---------------------------------- Title: Vice President and Treasurer [SIGNATURE PAGES CONTINUE ON NEXT PAGE]  [SIGNATURE PAGES CONTINUED FROM PREVIOUS PAGE] CAMDEL METALS CORPORATION By: /s/ Dennis Kelly ---------------------------------- Title: Vice President and Treasurer CANFIELD METAL COATING CORPORATION By: /s/ Robert K. Hynes ---------------------------------- Title: Secretary MICRO-TUBE FABRICATORS, INC. By: /s/ Dennis Kelly ---------------------------------- Title: Vice President and Treasurer INDIANA TUBE CORPORATION By: /s/ Dennis Kelly ---------------------------------- Title: Vice President and Treasurer LUCAS-MILHAUPT, INC. By: /s/ Dennis Kelly ---------------------------------- Title: Vice President and Treasurer HANDY & HARMAN ELECTRONIC MATERIALS CORPORATION By: /s/ Dennis Kelly ---------------------------------- Title: Vice President and Treasurer SUMCO INC. By: /s/ Dennis Kelly ---------------------------------- Title: Vice President and Treasurer [SIGNATURE PAGES CONTINUE ON NEXT PAGE]  [SIGNATURE PAGES CONTINUED FROM PREVIOUS PAGE] GUARANTORS ---------- HANDY & HARMAN OF CANADA, LIMITED By: /s/ Dennis Kelly ---------------------------------- Title: Vice President and Treasurer ELE CORPORATION By: /s/ Dennis Kelly ---------------------------------- Title: Vice President and Treasurer ALLOY RING SERVICE INC. By: /s/ Dennis Kelly ---------------------------------- Title: Vice President and Treasurer DANIEL RADIATOR CORPORATION By: /s/ Dennis Kelly ---------------------------------- Title: Vice President and Treasurer H&H PRODUCTIONS, INC. By: /s/ Dennis Kelly ---------------------------------- Title: V.P. and Treasurer HANDY & HARMAN AUTOMOTIVE GROUP, INC. By: /s/ Dennis Kelly ---------------------------------- Title: Vice President and Treasurer HANDY & HARMAN INTERNATIONAL, LTD. By: /s/ Dennis Kelly ---------------------------------- Title: Vice President and Treasurer [SIGNATURE PAGES CONTINUE ON NEXT PAGE]  [SIGNATURE PAGES CONTINUED FROM PREVIOUS PAGE] HANDY & HARMAN PERU, INC. By: /s/ Dennis Kelly ---------------------------------- Title: Vice President and Treasurer KJ-VMI REALTY, INC. By: /s/ Dennis Kelly ---------------------------------- Title: V.P. and Treasurer PAL-RATH REALTY, INC. By: /s/ Dennis Kelly ---------------------------------- Title: Vice President and Treasurer PLATINA LABORATORIES, INC. By: /s/ Dennis Kelly ---------------------------------- Title: V.P. and Treasurer SHEFFIELD STREET CORPORATION By: /s/ Dennis Kelly ---------------------------------- Title: Vice President and Treasurer SWM, INC. By: /s/ Dennis Kelly ---------------------------------- Title: V.P. and Treasurer WILLING B WIRE CORPORATION By: /s/ Dennis Kelly ---------------------------------- 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