ex454to10q06447_09302008.htm


    Exhibit 4.54

     

    
      
        
          AMENDMENT
NO. 3 TO CREDIT AGREEMENT AND CONSENT

           

          THIS
AMENDMENT NO. 3 TO CREDIT AGREEMENT AND CONSENT, dated as of October 29, 2008
(this “Amendment”),
is made by and among the Lenders (as defined below) identified on the signature
pages hereof, WELLS
FARGO FOOTHILL, INC., a
California corporation, 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”),
each of Parent’s Subsidiaries identified on the signature pages hereof 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, Agent and the lenders party thereto from time to time (such
lenders, together with their respective successors and permitted assigns, are
referred to hereinafter each individually as a “Lender” and collectively as the
“Lenders”)
are parties to that certain Credit Agreement, dated as of July 17, 2007, as
amended by that certain Amendment No. 1 to Credit Agreement, dated as of
February 14, 2008, as amended by that certain Amendment No. 2 to Credit
Agreement and Consent, dated as of June 30, 2008 (as further amended, restated,
supplemented or otherwise modified from time to time, the “Credit
Agreement”; unless otherwise defined herein, all capitalized terms used
in this Amendment shall have the meanings ascribed to such terms in the Credit
Agreement);

           

          WHEREAS,
the Borrowers have advised Agent and the Lenders that they intend to make an
optional prepayment of the Loans, and have requested that Agent and the Lenders
agree to modify certain terms and provisions in the Credit Agreement;
and

           

          WHEREAS,
Agent and the Lenders are willing to amend the Credit Agreement, subject to the
terms and conditions 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
to the Credit Agreement.

           

          (a)           Amendment
to Definition.  Schedule
1.1 of the Credit Agreement, Definitions,
is hereby modified and amended by deleting the definition of “EBITDA” in its
entirety and replacing it with the following:

           

          ““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
or
minus, 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 Second Lien 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 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, (E) before actual costs and expenses related to the
transactions contemplated by this Agreement in an aggregate amount not to exceed
$500,000, (F) before actual costs and expenses related to the Rancho Sale
Leaseback or the Kasco Sale in an amount not to exceed $300,000, in each case to
the extent such items impact net income, and (G) before actual costs and
expenses related to the closure of Parent’s headquarters (including severance
costs associated with such closure) and relocation to White Plains, New York, in
an aggregate amount not to exceed $600,000, so long as the details of such costs
and expenses are furnished to Agent to its reasonable
satisfaction.”

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          (b)           New
Definitions.  Schedule
1.1 to the Credit Agreement, Definitions,
is hereby further modified and amended by adding the following definitions in
the appropriate alphabetical order:

           

          ““Adjusted
Fixed Charges” means, with respect to any fiscal period and with respect
to Parent and its Subsidiaries determined on a consolidated basis in accordance
with GAAP, the sum, without duplication, of (a) Interest Expense (other than
payment-in-kind and non-cash financing expenses) accrued
during such period (exclusive of any Interest Expense described in clause (d)
below), (b) principal payments in respect of Indebtedness that are required to
be paid during such period, (c) all federal, state, and local income taxes
accrued during such period, and (d) any cash interest payments accrued during
such period in respect of any Subordinated Indebtedness of Parent and its
Subsidiaries owing to Steel Partners, calculated on a pro forma basis as if such
interest accrued on such debt during the twelve month period ending on the last
day of such period.

           

          “Amendment
No. 3” means Amendment No. 3 to Credit Agreement and Consent, dated as of
October 29, 2008, by and among the Loan Parties, Agent and
the Required Lenders.

           

          “Amendment
No. 3 Effective Date” means the date Amendment No. 3 becomes effective
pursuant to Section 3 of Amendment No. 3.”

           

          (c)           Section
6.7 of the Credit Agreement, Prepayments
and Amendments, is hereby amended and restated in its entirety to read as
follows:

           

          “6.7         Prepayment
and Amendments. Except
in connection with Refinancing Indebtedness permitted by Section
6.1,

           

           

          (a)           optionally
prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of any
Loan Party or any Subsidiary of a Loan Party, other than the Obligations in
accordance with this Agreement; provided,
that the Loan Parties’ obligations under the Subordinated Indebtedness may be
transferred or assigned to WHX, so long as (x) after giving effect to such
transfer or assignment, such obligations shall be subordinated on terms
consistent with those in effect prior to such transfer or assignment (and Agent
shall have received an executed copy of the documentation evidencing such
subordination), (y) such transaction has no adverse effect on the security
interests granted to Agent under any of the Loan Documents and (z) any
consideration to be paid to WHX in connection with such transfer or assignment
shall be paid solely in the form of equity of Parent.

           

          (b)           make
any
payment on account of the Steel Partners Junior Investment, the Steel Partners
Working Capital Guaranty, the Steel Partners Lien Replacement Guaranty (as
defined in the Second Lien Loan Documents), 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 (as defined in the Second Lien Loan Documents) and the
Steel Partners Working Capital Guaranty may be terminated by Parent so long as
the Release Conditions have been satisfied,

           

          (ii)          [intentionally
omitted],

           

          (iii)         upon
the receipt by Agent of a Rights Offering Payment in an amount not less than
$8,232,000, the Steel Partners Working Capital Guaranty shall be
terminated,

           

          
            
              
              

            

            
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          (iv)         in
the case of the Subordinated Indebtedness, the principal amount of such
Subordinated Indebtedness may be repaid if the following conditions are met: (A)
the Release Conditions have been met, the H&H Security Agreement is in
effect or the Replacement Conditions (as defined in the Second Lien Loan
Documents) have been met, (B) 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 (C) 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,
and

           

          (v)          in
the case of the Subordinated Indebtedness, interest on such Subordinated
Indebtedness at a rate per annum not to exceed 15% may be paid in cash, in whole
or in part, if the following conditions are met:

           

          (A)          such
payments of cash interest shall not exceed (x) $350,000 in any fiscal quarter of
Parent and its Subsidiaries, if TTM EBITDA for the most recently completed
fiscal quarter is less than $16,750,000, and (y) $500,000 in any fiscal quarter
of Parent and its Subsidiaries, if TTM EBITDA for the most recently completed
fiscal quarter is greater than or equal to $16,750,000;

           

          (B)           for
the 12-month period ending on the proposed date of any such payment, the ratio
of (x) EBITDA for such period minus
Capital Expenditures made (to the extent not already incurred in a prior period)
or incurred during such period, to (y) Adjusted Fixed Charges (calculated on a
pro forma basis to give effect to the proposed cash interest payment) for such
period shall be equal to or greater than 1.10 to 1.00;

           

          (C)           as
of the date of any such payment, and immediately after giving effect to such
payment, Availability shall be greater than or equal to $4,500,000;

           

          (D)           if
any portion of such cash interest is not permitted to be paid during any fiscal
quarter of Parent and its Subsidiaries under this subsection
(b)(v), all or a portion of such accrued (but not paid or capitalized)
cash interest may be paid during any of the subsequent three fiscal quarters of
Parent and its Subsidiaries, subject to the satisfaction of the conditions set
forth in this subsection
(b)(v).

           

          
            
              
              

            

            
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          (c)           directly
or indirectly, amend, modify, alter, increase, or change any of the terms or
conditions of (i) the Second Lien Loan Documents (except as specifically
permitted by the Intercreditor Agreement), (ii) any other agreement, instrument,
document, indenture, or other writing evidencing  or concerning
Indebtedness permitted under Section
6.1, (iii) except to the extent that such amendment, modification,
alteration, increase, or change could not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Change, any other
Material Contract, or (iv) its certificate of incorporation or bylaws (or other
similar organizational documents), including, without limitation, by the filing
or modification of any certificate of designation, or any agreement or
arrangement entered into by it, with respect to any of its Stock (including any
shareholders’ agreement), or enter into any new agreement with respect to any of
its Stock, without the prior written consent of Agent, except as to such
amendments, modifications or changes or any such new agreements or arrangements
pursuant to this clause (iv) that are not adverse to the interests of any member
of the Lender Group, or

           

          (d)           amend,
modify or otherwise change its name, jurisdiction of organization,
organizational identification number or FEIN, without at least twenty (20) days
prior written notice to Agent.”

           

          (d)           Section
6.10 of the Credit Agreement, Distributions,
is hereby amended and restated in its entirety to read as follows:

           

          “6.10   Distributions.
Make any distribution or declare or pay any dividends (in cash or other
property, other than common Stock of Parent) on, or purchase, acquire, redeem,
or retire any of Parent’s Stock, of any class, whether now or hereafter
outstanding, except (i) distributions permitted under
Section
6.7(b) in connection with the repayment of any Steel Partners Junior
Investment and/or Rights Offering Payment, and (ii) after the transfer or
assignment of the Subordinated Indebtedness to WHX in accordance with the
proviso in Section
6.7(a), distributions or dividends to WHX in an aggregate amount during
any period not to exceed the amount that would have otherwise been permitted to
be paid in cash by Borrowers during such period under Sections
6.7(b)(iv) and (v)
in respect of the Subordinated Indebtedness.”

           

          (e)           Section
6.13 of the Credit Agreement, Transaction
with Affiliates, is hereby amended by (i) deleting the word “and” at the
end of clause (a), (ii) deleting the period at the end of clause (b) and
substituting “; and” therefor, and (iii) inserting a new clause (c) to read as
follows:

           

          “(c)         the
payment of reasonable fees and expenses to WHX in connection with services
performed by WHX or its Subsidiaries (other than Parent and its Subsidiaries) on
behalf of Parent and its Subsidiaries; provided,
that (i) such transactions are conducted on an arm’s-length basis in the
ordinary course of business and desirable for the prudent operation of Parent’s
and its Subsidiaries’ business, upon fair and reasonable terms, and (ii) the
aggregate amount of such payments made in any fiscal quarter of Parent and
its Subsidiaries does not exceed $150,000, whether paid in cash or in the form
of any other distributions.”

           

          
            
              
              

            

            
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          (f)           Section
6.16(a) of the Credit Agreement, Minimum
TTM EBITDA, is hereby amended and restated in its entirety to read as
follows:

           

          “(a)         Minimum
TTM EBITDA.  Permit TTM EBITDA to be less than $15,000,000 as
of the end of each fiscal quarter ending after the Amendment
No. 3 Effective Date.”

           

          3.           
Conditions
to Effectiveness.  The effectiveness of this Amendment and the
consents set forth in Section
4 of this Amendment are subject to the fulfillment, in a manner
satisfactory to Agent and the Lenders, of each of the following conditions
precedent (the date such conditions are fulfilled or waived by Agent and the
Lenders is hereinafter referred to as the “Amendment
No. 3 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 Agent and the Lenders
pursuant hereto on or prior to the Amendment No. 3 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. 3 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. 3 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. 3 Effective Date by the
Borrowers pursuant to Section 17.10 of the Credit Agreement.

           

          (c)           Delivery
of Documents.  Agent and the Lenders shall have received the
following, each in form and substance satisfactory to Agent and, unless
indicated otherwise, dated the Amendment No. 3 Effective Date:

           

          (i)                      
counterparts of this Amendment, duly executed by the Required Lenders, Agent and
each Loan Party;

           

          (ii)                      counterparts
to an amendment to the limited guaranty of H&H, duly executed by Second Lien
Agent and H&H, whereby the limit of such guaranty shall be reduced from
$10,000,000 to $7,000,000;

           

          
            
              
              

            

            
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          (iii)                      counterparts
to an amendment to the Subordination Agreement, duly executed by Agent, the
Second Lien Agent and the Subordinated Debt Lender;

           

          (iv)                     a
fully executed copy of an amendment and consent (or similar agreement), in form
and substance reasonably satisfactory to Agent, duly executed by the Loan
Parties, Second Lien Agent, and Second Lien Lenders amending and consenting to
the corresponding provisions of the Second Lien Credit Agreement;

           

          (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 3;

           

          (vii)                    such
other agreements, instruments, approvals, opinions and other documents as Agent
may reasonably request.

           

          (d)           Rights
Offering Payment.  Agent shall have received a Rights Offering
Payment (as such term is defined in the Credit Agreement) in an amount not less
than $8,232,000, which Rights Offering Payment shall be applied by Agent to
prepay the Term Loan; provided,
that if less than the amount of such Rights Offering Payment is outstanding
under the Term Loan as of the date of such prepayment, the remaining portion of
such proceeds not applied to the Term Loan shall be applied to prepay the Term
Loan (as such term is defined in the Second Lien Credit Agreement).

           

          (e)           Additional
Rights Offering Payment to Agent.  Agent shall have received an
additional payment from the proceeds of the Rights Offering, in an amount not
less than $2,000,000, which payment shall be applied by Agent to repay the
Advances.

           

          (f)           Additional
Rights Offering Payment to Second Lien Agent.  The Second Lien
Agent shall have received an additional payment from the proceeds of the Rights
Offering, in an amount not less than $3,000,000, which payment shall be applied
by Agent to prepay the Term Loan (as such term is defined in the Second Lien
Credit Agreement).

           

          4.           
Consent.  Notwithstanding
anything to the contrary in the Credit Agreement, the other Loan Documents or
the Intercreditor Agreement, Agent and the Required Lenders hereby consent to a
prepayment of the Term Loan (as such term is defined in the Second Lien Credit
Agreement) by Borrowers to the Second Lien Agent in an aggregate amount not to
exceed $3,000,000, pursuant to the terms and conditions of Section 3(f)
above.

           

          5.           
Representations
and Warranties.  Each of Borrowers and the Guarantors
represents and warrants as follows:

           

          
            
              
              

            

            
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          (a)           The
execution, delivery and performance by 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. 3 Effective Date
as though made on and as of the Amendment No. 3 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. 3 Effective Date, or would result from this Amendment becoming
effective in accordance with its terms.

           

          6.           
 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 Section 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.

           

          7.            
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. 3
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 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.

           

          
            
              
              

            

            
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          (b)           No
Waiver.  This Amendment is not a waiver of, or consent to, any
Default or Event of Default now existing or hereafter arising under the Credit
Agreement or any other Loan Document, and Agent and the Lenders expressly
reserve all of their rights and remedies under the Credit Agreement and the
other Loan Documents, under applicable law or otherwise.  The waivers,
consents and modifications herein are limited to the specific instances and for
the specific purposes set forth herein, shall not apply to any facts or
occurrences other than those on which the same are based, shall not excuse the
future non-compliance with the Loan Documents, and shall not operate as a
consent to any further or other matter under the Loan Documents.

           

          (c)           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.

           

          (d)           Headings.  Section
headings herein are included for convenience of reference only and shall not
constitute a part of this Amendment for any other purpose.

           

          (e)           Costs
and Expenses.  The Borrowers agree to pay on demand all
reasonable fees, costs and expenses of Agent and the Lenders in connection with
the preparation, execution and delivery of this Amendment.

           

          (f)           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.

           

          (g)           Governing
Law.  This Amendment shall be governed by the laws of the State
of New York.

           

          (h)             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.

           
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          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 corporation

                                          
	 
      	 
      
	 
      	
                                            By:

                                          	
                                            /s/

                                          
	 
      	
                                            Title:

                                          	
                                             

                                          
	 
      	 
      
	 
      	
                                            ARLON
      VISCOR LTD.,

                                            a
      Texas limited partnership

                                          
	 
      	 
      
	 
      	
                                            By:           Arlon
      Partners, Inc.,

                                          
	 
      	
                                                             Its
      General Partner

                                          
	 
      	 
      
	 
      	
                                            By:

                                          	
                                            /s/

                                          
	 
      	
                                            Title:

                                          	
                                             

                                          
	 
      	 
      
	 
      	
                                            ARLON
      SIGNTECH, LTD.,

                                            a
      Texas limited partnership

                                          
	 
      	 
      
	 
      	
                                            By:           Arlon
      Partners, Inc.,

                                          
	 
      	
                                                            
      Its General Partner

                                          
	 
      	 
      
	 
      	
                                            By:

                                          	
                                            /s/

                                          
	 
      	
                                            Title:

                                          	
                                             

                                          
	 
      	 
      
	 
      	
                                            KASCO
      CORPORATION,

                                            a
      Delaware corporation

                                          
	 
      	 
      
	 
      	
                                            By:

                                          	
                                            /s/

                                          
	 
      	
                                            Title:

                                          	
                                             

                                          
	 
      	 
      
	 
      	
                                            SOUTHERN
      SAW ACQUISITION CORPORATION,

                                            a
      Delaware corporation

                                          
	 
      	 
      
	 
      	
                                            By:

                                          	
                                            /s/

                                          
	 
      	
                                            Title:

                                          	
                                             

                                          
	 
      	 
      
	
                                            PARENT:

                                          	
                                            BAIRNCO
      CORPORATION,

                                            a
      Delaware corporation

                                          
	 
      	 
      
	 
      	
                                            By:

                                          	
                                            /s/

                                          
	 
      	
                                            Title:

                                          	
                                             

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

           

           

          
            
              Amendment
No. 3 to Credit Agreement

              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    SUBSIDIARY
      GUARANTORS:

                                  	
                                    ARLON
      PARTNERS, INC., a Delaware
  corporation

                                  
	 
      	 
      
	 
      	
                                    By:

                                  	
                                    /s/

                                  
	 
      	
                                    Title:

                                  	
                                     

                                  
	 
      	 
      
	 
      	
                                    ARLON MED
      INTERNATIONAL LLC,

                                    a
      Delaware limited liability company

                                  
	 
      	 
      
	 
      	
                                    By:

                                  	
                                    /s/

                                  
	 
      	
                                    Title:

                                  	
                                     

                                  
	 
      	 
      
	 
      	
                                    ARLON
      ADHESIVES & FILMS, INC.,

                                    a
      Texas corporation

                                  
	 
      	 
      
	 
      	
                                    By:

                                  	
                                    /s/

                                  
	 
      	
                                    Title:

                                  	
                                     

                                  
	 
      	 
      
	 
      	
                                    KASCO
      MEXICO LLC,
      a Delaware limited liability company

                                  
	 
      	 
      
	 
      	
                                    By:

                                  	
                                    /s/

                                  
	 
      	
                                    Title:

                                  	
                                     

                                  
	 
      	 
      


                          

                        

                      

                    

                  

                

              

            

          

           

           

          
            
              Amendment
No. 3 to Credit Agreement

              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

           

          
            
              
                	
                        AGENT
      AND LENDERS:

                      	
                        WELLS
      FARGO FOOTHILL, INC.,

                        a
      California corporation, as Agent and as a 

                        Lender,
      on behalf of itself and its affiliate assigns

                      
	 
      	 
      
	 
      	
                        By:

                      	

                        /s/

                      
	 
      	
                        Title:

                      	

                         

                      
	 
      	 
      	 
      
	 
      	 
      


              

            

          

           

           

          
            
              Amendment
No. 3 to Credit Agreement