ex451to10k06447_12312008.htm


    Exhibit 4.51

     

    
      AMENDMENT
NO. 4

      


      AMENDMENT
NO. 4, dated as of March 12, 2009 (this "Amendment"), to the
Credit Agreement, dated as of July 17, 2007 and amended by Amendment No. 1 dated
as of February 14, 2008, Amendment No. 2 and Consent dated as of June 27, 2008
and Amendment No. 3 dated as of October 29, 2008 (as so amended, 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 have requested that the Agent and the Lenders make certain
modifications to the Credit Agreement, and the Agent and the Lenders are willing
to consent to such requested modifications 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)           Amendment to
Definitions.  The definitions of "Base Rate Margin" and "LIBOR
Rate Margin" in Schedule 1.1 of the Credit Agreement are hereby amended by
deleting such definitions in their entirety and replacing them with the
following:

       

      ""Base Rate Margin"
means 6.50 percentage points."

       

      ""LIBOR Rate Margin"
means 9.00 percentage points."

       

      (b)           New
Definitions.  The following definitions are hereby added in
alphabetical order to Schedule 1.1 of the
Credit Agreement:

       

      ""Amendment No. 4"
means Amendment No. 4, dated as of March 6, 2009, by and among the Loan Parties,
the Agent and the Required Lenders."

       

      ""Amendment No. 4 Effective
Date" means the date Amendment No. 4 becomes effective pursuant to
Section 3 of Amendment No. 4."

       

      (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 (i) $13,000,000 as
of the end of the fiscal quarters ending March 31, 2009, June 30, 2009 and
September 30, 2009, (ii) $13,500,000 as of the end of the fiscal quarters ending
December 31, 2009 and March 31, 2010, and (iii) $14,000,000 as of the end of
each fiscal quarter thereafter."

       

      
        
           

        

        
          
          

          
            

          

        

        
           

        

      

       

      (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
      Period

                    
	
                      0.75:1.0

                    	
                      For
      the 12- month period

                      ending
      March 31, 2009

                    
	
                      0.75:1.0

                    	
                      For
      the 12- month period

                      ending
      June 30, 2009

                    
	
                      0.75:1.0

                    	
                      For
      the 12- month period

                      ending
      September 30, 2009

                    
	
                      0.80:1.0

                    	
                      For
      the 12- month period

                      ending
      December 31, 2009

                    
	
                      0.80:1.0

                    	
                      For
      the 12- month period

                      ending
      March 31, 2010

                    
	
                      0.85:1.0

                    	
                      For
      the 12- month period

                      ending
      June 30, 2010

                    
	
                      0.90:1.0

                    	
                      For
      the 12- month period

                      ending
      September 30, 2010

                    
	
                      0.95:1.0

                    	
                      For
      the 12- month period

                      ending
      December 31, 2010

                    
	
                      1.0:1.0

                    	
                      For
      the 12- month period

                      ending
      March 31, 2011 and

                      ending
      each fiscal quarter
thereafter"

                    


            

          

        

      

      


       

      3.           Conditions to
Effectiveness.  The effectiveness of this Amendment are 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. 4
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. 4 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. 4 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. 4 Effective Date or would
result from this Amendment becoming effective in accordance with its
terms.

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      (b)           Payment of Fees,
Etc.  The Borrowers shall have paid all fees, costs, expenses
and taxes payable on the Amendment No. 4 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. 4 Effective Date:

       

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

       

      (ii)           counterparts
of the second amendment to the Handy & Harman Guaranty, duly executed by the
parties thereto, pursuant to which the guaranty limit shall be increased to
$12,000,000;

       

      (iii)           a
Consent in respect of the Working Capital Credit Agreement and the Intercreditor
Agreement, duly executed by the Working Capital Agent, which shall contain the
consent by the Working Capital Agent to the amendments contained herein,
including, without limitation, the increase in the interest rates;

       

      (iv)           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);

       

      (v)           a
certificate of an officer of each Loan Party, certifying as to the matters set
forth in subsection (a) of this Section 3;

       

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

       

      4.           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.

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      (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. 4 Effective Date
as though made on and as of the Amendment No. 4 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. 4 Effective Date, or would result from this Amendment becoming
effective in accordance with its terms.

       

      5.           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.

       

      6.           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. 4 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)           No
Waiver.  Except as expressly set forth herein, 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
the 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.

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

      (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 the 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.


       

      [Remainder
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          5

          
            

          

        

        
           

        

      

       

      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. 4

           

        

        
          
          

          
            

          

        

        
           

        

      

       

      


      
        	
                AGENT
      AND LENDERS:

              	
                ABLECO
      FINANCE LLC,

                a
      Delaware limited liability company, as Agent and as a Lender, on behalf of
      itself and its affiliate assigns

              
	 
      	 
      
	 
      	
                By:

              	
                
                  /s/

                

              
	 
      	
                Title:

              	 
      
	 
      	 
      	 
      
	 
      	 
      


      

      
 

       

      
        
          Amendment
No. 4