AMENDMENT
NO. 1 TO
 CREDIT
AGREEMENT
 
 AMENDMENT
NO. 1, dated as of February 14, 2008 (this "Amendment"), to the
Credit Agreement, dated as of July 17, 2007 (the "Credit Agreement"),
by and among the lenders identified on the signature pages thereof (such
lenders, together with their respective successors and permitted assigns, are
referred to hereinafter each individually as a "Lender" and collectively as the
"Lenders"),
ABLECO FINANCE LLC,a Delaware limited liability
company, as the administrative agent for the Lenders (in such capacity, together
with its successors and assigns in such capacity, "Agent"), BAIRNCO CORPORATION, a
Delaware corporation ("Parent"), and each of
Parent's Subsidiaries identified on the signature pages thereof as a Borrower
(such Subsidiaries, together with Parent, are referred to hereinafter each
individually as a "Borrower", and
collectively, jointly and severally, as the "Borrowers"), and each
of Parent's Subsidiaries identified on the signature pages thereof as a
Guarantor (such Subsidiaries are referred to hereinafter each individually as a
"Guarantor",
and individually and collectively, jointly and severally, as the "Guarantors"; and
together with Borrowers, each a "Loan Party" and
collectively, the "Loan
Parties").
  WHEREAS,
the Borrowers and the Guarantors have requested that the Agent and the Lenders
modify the Credit Agreement to provide grants of additional collateral in return
for waivers of certain defaults; and
  WHEREAS,
the Agent and the Lenders are willing to consent to such requested modification
on and subject to the terms set forth herein;
  NOW
THEREFORE, in consideration of the premises and other good and valuable
consideration, the parties hereto hereby agree as follows:
  1.           Definitions. Any
capitalized term used herein and not defined shall have the meaning assigned to
it in the Credit Agreement.
  2.           Amendments.
  (a)           New
Definitions.  The following definitions are hereby added in
alphabetical order to Schedule 1.1 of the
Credit Agreement:
  ""Amendment No. 1"
means Amendment No. 1 to Credit Agreement, dated as of February 13, 2008, by and
among the Loan Parties, the Agent and the Required Lenders."
  ""Amendment No. 1 Effective
Date" means the date Amendment No. 1 becomes effective pursuant to
Section 3 of Amendment No. 1."
  ""H&H" means Handy
& Harman, a New York corporation."
  ""H&H Security
Agreement" means the Pledge and Security Agreement dated as of February
13, 2008, made by H&H and certain of its Subsidiaries in favor of the
Agent.
  ""Release Conditions"
means the date upon which Parent and its Subsidiaries (i) have complied with the
Leverage Ratio covenant in Section 6.16(c) of
the Credit Agreement (as in effect prior to the Amendment No. 1 Effective Date)
for a period of not less than two consecutive fiscal quarters ending after the
Amendment No. 1 Effective Date and (ii) have Working Capital Availability
of at least $4,000,000, before and after giving effect to any proposed release,
distribution or payment, as the case may be."
   
  ""Replacement
Conditions" means (i) the delivery to the Agent of the Steel Partners
Lien Replacement Guaranty duly executed by Steel Partners (together with a
customary legal opinion from counsel to Steel Partners with respect to such
guaranty), or (ii) the optional prepayment by the Loan Parties of the Working
Capital Term Loan in an amount not less than $10,000,000; provided that such
prepayment shall not constitute a mandatory prepayment under the Working Capital
Credit Agreement (as in effect on the date hereof), shall not be made from the
proceeds of an asset sale or the Steel Partners Junior Investment, and shall not
be a Rights Offering Payment."
  ""Rights Offering"
means the rights offering by WHX, estimated to be consummated on or before March
31, 2008, pursuant to which WHX is distributing to the holders of its common
stock subscription rights to purchase shares for up to an aggregate purchase
price of $200,000,000."
  ""Rights Offering
Payment" means a $10,000,000 prepayment of the Working Capital Term Loans
from the proceeds of the Rights Offering, provided that if less
than $10,000,000 of Working Capital Term Loans are outstanding on the date of
such prepayment, the remaining portion of such proceeds not applied to the
Working Capital Term Loans shall be applied to prepay the Term
Loan."
  ""Steel Partners" means
Steel Partners II, L.P., a Delaware limited partnership."
  ""Steel Partners Lien
Replacement Guaranty" means a limited guaranty made by Steel Partners in
favor of the Agent and the Lenders, in the form as attached as Exhibit A hereto,
pursuant to which Steel Partners will guaranty the payment of the Obligations in
an amount not to exceed $10,000,000; provided, that such
guaranty shall be enforceable no earlier than twelve months after the occurrence
of an Event of Default that has not been cured or waived."
  ""Steel Partners Junior
Investment" means a subordinated investment (which may be in the form of
an equity investment or subordinated indebtedness) made after the Amendment No.
1 Effective Date by Steel Partners or WHX, directly or indirectly, in the
Parent, on terms and conditions, to the extent it is Indebtedness, reasonably
equivalent to the Subordinated Indebtedness outstanding on the Amendment No. 1
Effective Date, in an amount equal to (x) $10,000,000 minus (y) any Rights
Offering Payment, the proceeds of which were used to prepay the Working Capital
Term Loan; provided that if less
than $10,000,000 of the Working Capital Term Loans is outstanding on the date of
such prepayment, the remaining portion of such proceeds not applied to the
Working Capital Term Loans shall be applied to the Term Loan; provided, further, that such
subordinated investment may replace, all or in part, the Steel Partners Working
Capital Guaranty."
  ""Steel Partners Working
Capital Guaranty" means a limited guaranty made by Steel Partners in
favor of the Agent and the Working Capital Agent, in the form attached as Exhibit B hereto,
pursuant to which Steel Partners will guaranty the payment of the Obligations
and the Working Capital Term Loans in an amount not to exceed to (i) $10,000,000
minus (ii) the Rights Offering Payment; provided, that (x)
such guaranty shall be enforceable no earlier than twelve months after the
occurrence of an Event of Default that has not been cured or waived and (y)
payments made by Steel Partners thereunder shall be applied, first, to the
Working Capital Term Loans until paid in full and, second, to the Obligations;
provided, further, that such
limited guaranty may be replaced, all or in part, with the Steel Partners Junior
Investment."
  (b)           Existing Definitions.
The following definitions are hereby amended and restated in their entirety to
read as follows:
  ""EBITDA" means, with
respect to any fiscal period, Parent's and its Subsidiaries' consolidated net
earnings (or loss), minus
extraordinary gains, interest income, plus
interest expense, income taxes, and depreciation and amortization for such
period, plus
orminus, as the case may be, deferred financing costs that are written off
so long as such costs arise from financings effectuated prior to the Closing
Date, non cash amortization of deferred financing costs related to the Term Loan
and the Working Capital Indebtedness, non cash gains or losses arising from the
sale of capital assets, non cash gains or losses arising from the write up or
write down of assets (including the non cash write down associated with the JD
Edwards system), non-cash period pension costs or credit related to any existing
Employee Plan, and any non cash extraordinary gains or losses (in each
   2
 case, to
the extent included in determining net income) for such period, in each case,
determined on a consolidated basis in accordance with GAAP; provided, that for
the calculations contemplated in Section 6.16 of the
Agreement, EBITDA shall be determined (A) before any Approved Addback Expenses,
(B) before Kasco Non-recurring Expenses, (C) before actual costs and expenses
related to the sale process of Kasco incurred on or prior to December 31, 2008,
(D) before any moving expenses and any related plant closure or asset disposal
expenses of Arlon Signtech, Ltd. incurred on or prior to December 31, 2008, and
(E) before actual costs and expenses related to the transactions contemplated by
this Agreement in an aggregate amount not to exceed $500,000, in each case to
the extent such items impact net income."
  ""Guarantors" means (a)
Parent, (b) each Subsidiary of Parent (other than Borrowers, or any other
Subsidiary that is a CFC and that is not required to guaranty the Obligations
pursuant to Section 5.16), and (c)solely for purposes of Section 4.9, 14.1(i), 15.12 and 17.7 of this
Agreement, if the Steel Partners Lien Replacement Guaranty or Steel Partners
Working Capital Guaranty has been duly executed and delivered to the Agent and
has not been terminated, Steel Partners, and "Guarantor" means each
of (a) and (b) above and, solely for purposes of Section 4.9, 14.1(i), 15.12 and 17.7 of this
Agreement, (c) above."
  (c)           Section 6.16(a) of
the Credit Agreement is hereby amended and restated in its entirety to read as
follows:
  "(a)           Minimum TTM
EBITDA.Permit TTM EBITDA to be less than the required amount
set forth in the following table for the applicable period set forth opposite
thereto:
  Applicable
      Amount
              Applicable
      Period$14,000,000
              For
      the 12- month period
                ending
      March 31, 2008$14,500,000
              For
      the 12- month period
                ending
      June 30, 2008$15,000,000
              For
      the 12- month period
                ending
      September 30, 2008$15,500,000
              For
      the 12- month period
                ending
      December 31, 2008$16,000,000
              For
      the 12- month period
                ending
      March 31, 2009$16,500,000
              For
      the 12- month period
                ending
      June 30, 2009$17,000,000
              For
      the 12- month period
                ending
      September 30, 2009$17,500,000
              For
      the 12- month period
                ending
      December 31, 2009$18,000,000
              For
      the 12- month period ending March 31, 2010 and
                ending
      each fiscal quarter thereafter"
  3
  (d)           Section 6.16(b) of
the Credit Agreement is hereby amended and restated in its entirety to read as
follows:
  "(b)           Fixed Charge Coverage
Ratio.Have a Fixed Charge Coverage Ratio, measured on a
quarterly basis, less than the required amount set forth in the following table
for the applicable period set forth opposite thereto:
 
 Applicable
      Ratio
              Applicable
      Period0.75:1.0
              For
      the 12- month period
                ending
      March 31, 20080.75:1.0
              For
      the 12- month period
                ending
      June 30, 20080.75:1.0
              For
      the 12- month period
                ending
      September 30, 20080.75:1.0
              For
      the 12- month period
                ending
      December 31, 20080.80:1.0
              For
      the 12- month period
                ending
      March 31, 20090.85:1.0
              For
      the 12- month period
                ending
      June 30, 20090.90:1.0
              For
      the 12- month period
                ending
      September 30, 20090.95:1.0
              For
      the 12- month period
                ending
      December 31, 20091.0:1.0
              For
      the 12- month period ending March 31, 2010 and
                ending
      each fiscal quarter thereafter"
 
  (e)           Section 6.16(c) of
the Credit Agreement is hereby amended and restated in its entirety to read as
follows:
  "(c)           Leverage
Ratio.  Have a Leverage Ratio, measured on a quarterly basis,
more than the applicable ratio set forth in the following table for the
applicable date set forth opposite thereto:
   4
  Applicable
      Ratio
              Applicable
      Date6.74:1.0
              March
      31, 20086.48:1.0
              June
      30, 20086.09:1.0
              September
      30, 20085.68:1.0
              December
      31, 20085.53:1.0
              March
      31, 20095.38:1.0
              June
      30, 20095.23:1.0
              September
      30, 20095.08:1.0
              December
      31, 20095.00:1.0
              March
      31, 2010 and the last day of each
                fiscal
      quarter thereafter
 
  (f)           Section 6.7(b) of the
Credit Agreement is hereby amended and restated in its entirety to read as
follows:
  "(b)           make
any payment on account of the Steel Partners Junior Investment, the Steel
Partners Working Capital Guaranty, the Steel Partners Replacement Guaranty, any
Rights Offering Payment, or any Indebtedness that has been contractually
subordinated in right of payment if such payment is not permitted at such time
under the subordination terms and conditions; provided, however, so
long as no Event of Default has occurred and is continuing after giving effect
to any repayment, (i) the Steel Partners Junior Investment may be repaid, and
each of the Steel Partners Lien Replacement Guaranty and the Steel Partners
Working Capital Guaranty may be terminated by the Parent so long as the Release
Conditions have been satisfied, (ii) the Steel Partners Junior Investment and
the Rights Offering Payment may be repaid or the amount of the Steel Partners
Working Capital Guaranty may be reduced in accordance with the terms of such
guaranty (to the extent the proceeds described in this clause (ii) are used to
prepay the Working Capital Term Loans, or, if the Working Capital Term Loans
have been paid in full, the Term Loan) by the Parent from the proceeds of (x)
tax refunds received by the Parent and its Subsidiaries, not in excess of
$3,000,000 in the aggregate, (y) the Canadian pension overfunding, not in excess
of $2,000,000 in the aggregate, and (z) other cash contributions made by WHX or
Steel Partners, and (iii) the Steel Partners Working Capital Guaranty shall be
terminated if its amount is reduced to zero; provided, that in the
case of any subordinated debt of the Parent and its Subsidiaries to Steel
Partners, such subordinated debt may be repaid if the following conditions are
met: (x) the Release Conditions have been met, the H&H Security Agreement is
in effect or the Replacement Conditions have been met, (y) the Rights Offering
Payment has been fully made, the Steel Partners Junior Investment was made or
the Steel Partners Working Capital Guaranty is in effect, and (z) the funds used
to repay such subordinated debt are derived solely from an equity or debt
infusion by WHX or Steel Partners (in addition to their respective commitment
under Amendment No. 1 or this Agreement), on terms no more favorable to Steel
Partners than the terms of the Subordinated Indebtedness outstanding on the
Amendment No. 1 Effective Date, or"
 
 (g)           Section 6.10 of the
Credit Agreement is hereby amended and restated in its entirety to read as
follows:
  "Make any distribution or declare or
pay any dividends (in cash or other property, other than common Stock of the
Parent) on, or purchase, acquire, redeem, or retire any of Parent's Stock, of
any class, whether now or hereafter outstanding, except for distributions
permitted under Section 6.7(b) in connection with the repayment of any Steel
Partners Junior Investment and/or Rights Offering Payment."
   5
  (h)           Sections 7.17 and
7.18 are hereby
added to the Credit Agreement immediately following Section 7.16, to read
as follows:
  "7.17           If
the H&H Security Agreement shall for any reason, fail or cease to create a
valid and perfected and, except to the extend permitted by the terms hereof or
thereof, Lien on or security interest in the assets of H&H and its
applicable Subsidiaries, except if the Release Conditions or the Replacement
Conditions have been satisfied as reasonably determined by the
Agent."
  "7.18           The
failure of the Borrowers to deliver to the Agent by March 31, 2008 either (i)
the Steel Partners Working Capital Guaranty duly executed by Steel Partners or
(ii) evidence of the Steel Partners Junior Investment, unless prior to such date
the Agent received evidence that (A) the Rights Offering was completed and (B)
the Rights Offering Payment of at least $10,000,000 was made, both of which can
occur at any time, whether before or after March 31, 2008."
  3.           Consent to Merger of Pension
Plans.  As of the Amendment No. 1 Effective Date, the Agent and
the Lenders hereby consent to the merger of the Parent's pension plan with and
into the pension plan of WHX.
  4.           Conditions to
Effectiveness.  The effectiveness of this Amendment is subject
to the fulfillment, in a manner satisfactory to the Agent and the Lenders, of
each of the following conditions precedent (the date such conditions are
fulfilled or waived by the Agent and the Lenders is hereinafter referred to as
the "Amendment No. 1
Effective Date"):
  (a)           Representations and
Warranties; No Event of Default.  The representations and
warranties herein, in Section 4 of the Credit Agreement and in each other Loan
Document and certificate or other writing delivered to the Agent and the Lenders
pursuant hereto on or prior to the Amendment No. 1 Effective Date shall be true
and correct in all material respects (except that such materiality qualifier
shall not be applicable to any representations and warranties that already are
qualified or modified by materiality in the text thereof) after giving effect to
this Amendment on and as of the Amendment No. 1 Effective Date as though made on
and as of such date (except to the extent such representations and warranties
expressly relate to an earlier date), and no Default or Event of Default shall
have occurred and be continuing on the Amendment No. 1 Effective Date or would
result from this Amendment becoming effective in accordance with its
terms.
  (b)           Payment of Fees,
Etc.  The Borrowers shall have paid all fees, costs, expenses
and taxes payable on the Amendment No. 1 Effective Date by the Borrowers
pursuant to Section 17.9 of the Credit Agreement.
  (c)           Delivery of
Documents.  The Agent and the Lenders shall have received the
following, each in form and substance satisfactory to the Agent and, unless
indicated otherwise, dated the Amendment No. 1 Effective Date:
  (i)           counterparts
of this Amendment, duly executed by the Required Lenders, the Agent, each Loan
Party;
  (ii)           (A)
a limited guaranty duly executed by H&H and its applicable Subsidiaries in
favor of the Agent, and (B) the H&H Security Agreement, duly executed by
H&H, each of its applicable Subsidiaries, and the Agent;
  (iii)           a
subordination and intercreditor agreement among the Agent, Wachovia Bank,
National Association and Steel Partners, duly executed by the parties
thereto;
  (iv)           an
acknowledgment and consent, duly executed by the Working Capital
Agent;
   6
  (v)           a
certificate of an officer of each Loan Party, certifying that such Loan Party
has not amended or otherwise modified (A) its charter, certificate of formation
or other organizational document or (B) its by-laws, operating agreement or
other similar agreement, in each case since the Closing Date (or, if any such
organizational document has been amended or otherwise modified, attaching a
true, correct and complete copy of such amendment or modification);
  (vi)           a
certificate of an officer of each Loan Party, certifying as to the matters set
forth in subsection (a) of this Section 4;
  (vii)           an
opinion of counsel to H&H, with respect to the documents listed in clause
(ii) above, in form and substance acceptable to the Agent; and
  (viii)                      such
other agreements, instruments, approvals, opinions and other documents as the
Agent may reasonably request.
  5.           Post Closing
Covenant.  The Loan Parties shall deliver the following items
to the Agent no later than 30 days after the Amendment No. 1 Effective
Date:
  (a)           For
each grantor under the H&H Security Agreement, original good standing
certificates and certificates of authority to do business (or their equivalent)
from the Secretary of State (or comparable official) of the jurisdiction where
such Person was formed and, if different from the jurisdiction of formation, the
jurisdiction that constitutes the principal place of business of such Person, in
each case dated no earlier than 30 days prior to the Amendment No. 1 Effective
Date.
  (b)           Duly
executed mortgages for each property listed in Schedule 1 hereof, in
each case in form and substance reasonably acceptable to the Agent.
  (c)           A
title policy for each property that indicates a title policy is required in
Schedule 1
hereof, in each case in form and substance reasonably acceptable to the
Agent.
  6.           Representations and
Warranties.  Each of the Borrowers and the Guarantors
represents and warrants as follows:
  (a)           The
execution, delivery and performance by the Borrowers or such Guarantor of this
Amendment and the performance by the Borrowers or such Guarantor of the Credit
Agreement, as amended hereby, have been duly authorized by all necessary action,
and the Borrowers or such Guarantor has all requisite power, authority and legal
right to execute, deliver and perform this Amendment and to perform its
obligations under the Credit Agreement, as amended hereby.
  (b)           This
Amendment and the Credit Agreement, as amended hereby, is a legal, valid and
binding obligation of the Borrowers or such Guarantor, enforceable against the
Borrowers or such Guarantor in accordance with the terms thereof, except as
enforcement may be limited by equitable principles or by bankruptcy, insolvency,
reorganization, moratorium, or similar laws relating to or limiting creditors'
rights generally.
  (c)           The
representations and warranties contained in Section 4 of the Credit Agreement
are true and correct in all material respects (except that such materiality
qualifier shall not be applicable to any representations and warranties that
already are qualified or modified by materiality in the text thereof) after
giving effect to this Amendment on and as of the Amendment No. 1 Effective Date
as though made on and as of the Amendment No. 1 Effective Date (except to the
extent such representations and warranties expressly relate to an earlier date),
and no Event of Default or Default has occurred and is continuing on and as of
the Amendment No. 1 Effective Date, or would result from this Amendment becoming
effective in accordance with its terms.
   7
  (d)           To
the Borrowers' knowledge, the merger of the Parent's pension plan with and into
the pension plan of WHX shall not result in additional cost or liability to
Parent.
  7.           Reaffirmations and
Acknowledgments.
  (a)           Reaffirmation of
Guaranty.  Each Guarantor consents to the execution and
delivery by the Borrowers of this Amendment and jointly and severally ratify and
confirm the terms of the Guaranty contained in Article 3 of the Credit Agreement
with respect to the indebtedness now or hereafter outstanding under the Credit
Agreement as amended hereby and all promissory notes issued
thereunder.
  (b)           Acknowledgment of Security
Interests. Each Loan Party hereby acknowledges that, as of the date
hereof, the security interests and Liens granted to Agent and the Lenders under
the Credit Agreement and the other Loan Documents are in full force and effect
and are enforceable in accordance with the terms of the Credit Agreement and the
other Loan Documents.
  8.           Miscellaneous.
  (a)           Continued Effectiveness of
the Credit Agreement.  Except as otherwise expressly provided
herein, the Credit Agreement and the other Loan Documents are, and shall
continue to be, in full force and effect and are hereby ratified and confirmed
in all respects, except that on and after the Amendment No. 1 Effective Date (i)
all references in the Credit Agreement to "this Agreement", "hereto", "hereof",
"hereunder" or words of like import referring to the Credit Agreement shall mean
the Credit Agreement as amended by this Amendment, and (ii) all references in
the other Loan Documents to the "Credit Agreement", "thereto", "thereof",
"thereunder" or words of like import referring to the Credit Agreement shall
mean the Credit Agreement as amended by this Amendment.  To the extent
that the Credit Agreement or any other Loan Document purports to pledge to
Agent, or to grant to Agent, a security interest or lien, such pledge or grant
is hereby ratified and confirmed in all respects.  Except as expressly
provided herein, the execution, delivery and effectiveness of this Amendment
shall not operate as an amendment of any right, power or remedy of the Agent and
the Lenders (including the Issuing Lender) under the Credit Agreement or any
other Loan Document, nor constitute an amendment of any provision of the Credit
Agreement or any other Loan Document.
  (b)           Counterparts.  This
Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which shall be deemed to be an
original, but all of which taken together shall constitute one and the same
agreement.  Delivery of an executed counterpart of this Amendment by
telefacsimile or electronic mail shall be equally as effective as delivery of an
original executed counterpart of this Amendment.
  (c)           Headings.  Section
headings herein are included for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose.
  (d)           Costs and
Expenses.  The Borrowers agree to pay on demand all reasonable
fees, costs and expenses of the Agent and the Lenders in connection with the
preparation, execution and delivery of this Amendment.
  (e)           Amendment as Loan
Document.  The Borrowers and each Guarantor hereby acknowledge
and agree that this Amendment constitutes a "Loan Document" under the Credit
Agreement.  Accordingly, it shall be an Event of Default under the
Credit Agreement if (i) any representation or warranty made by the Borrowers or
any Guarantor under or in connection with this Amendment shall have been untrue,
false or misleading in any material respect when made, or (ii) the Borrowers or
any Guarantor shall fail to perform or observe any term, covenant or agreement
contained in this Amendment.
   8
  (f)           Governing
Law.  This Amendment shall be governed by the laws of the State
of New York.
  (g)           Waiver of Jury
Trial.  THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE THEIR
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AMENDMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN,
INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER
COMMON LAW OR STATUTORY CLAIMS.
   
  [Remainder
of this Page Intentionally Left Bank.]
   9
 IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
and delivered as of the date first above written.
 
 BORROWERS:
              ARLON, INC.,
                a
      Delaware corporationBy:
              /s/Title:ARLON
      VISCOR LTD.,
                a
      Texas limited partnershipBy:
              Arlon
      Partners, Inc.,
                Its
      General PartnerBy:
              /s/Title:ARLON SIGNTECH,
      LTD.,
                a
      Texas limited partnershipBy:
              Arlon
      Partners, Inc.,
                Its
      General PartnerBy:
              /s/Title:KASCO
      CORPORATION,
                a
      Delaware corporationBy:
              /s/Title:SOUTHERN
      SAW ACQUISITION CORPORATION,
                a
      Delaware corporationBy:
              /s/Title:PARENT:
              BAIRNCO
      CORPORATION,
                a
      Delaware corporationBy:
              /s/Title:
   
 
 AGENT
      AND LENDERS:
              ABLECO
      FINANCE LLC,
                a
      Delaware limited liability company, as Agent and as a Lender, on behalf of
      itself and its affiliate assignsBy:
              /s/Title:
 
 
 
 
 SCHEDULE
1
 
 Properties
Owned By Grantors Under the H&H Security Agreement
 
  
  EXHIBIT
A
    
 
 EXHIBIT
B