Exhibit 4.44




AMENDMENT
NO. 1 TO CREDIT AGREEMENT
 
 THIS
AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of February 14, 2008 (this “Amendment”), by and
among the lenders identified on the signature pages hereof (such lenders,
together with their respective successors and permitted assigns, are referred to
hereinafter each individually as a “Lender” and collectively as the “Lenders”), 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 the
Guarantors signatory hereto.
 
 WHEREAS,
Borrowers, Agent and the Lenders are parties to that certain Credit Agreement,
dated as of July 17, 2007 (as 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 and the Guarantors have requested that Agent and the Lenders
modify the Credit Agreement to provide grants of additional collateral in return
for waivers of certain defaults; and
 
 WHEREAS,
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 to the Credit
Agreement.
  (a)           New
Definitions.  Schedule 1.1 to the
Credit Agreement, Definitions, is
hereby modified and amended by adding the following definitions in the
appropriate alphabetical order:
  ““Amendment No. 1”
means Amendment No. 1 to Credit Agreement, dated as of February 14, 2008, by and
among the Loan Parties, 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
14, 2008, made by H&H and certain of its Subsidiaries in favor of the Second
Lien 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 Availability of at least
$4,000,000, before and after giving effect to any proposed release, distribution
or payment, as the case may be.
  “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 Term Loan from the
proceeds of the Rights Offering, provided that if less
than $10,000,000 of the Term Loan is outstanding on the date of such prepayment,
the remaining portion of such proceeds not applied to the Term Loan shall be
applied to prepay the Second Lien Indebtedness.
  “Steel Partners” means
Steel Partners II, L.P., a Delaware limited partnership.
  “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 Term Loan;
provided that if less than $10,000,000 of the Term Loan is outstanding on the
date of such prepayment, the remaining portion of such proceeds not applied to
the Term Loan shall be applied to the Second Lien Indebtedness; 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 Agent and the Second Lien Agent, in form as attached hereto as Exhibit
A, pursuant to which Steel Partners will guaranty the payment of the Obligations
and the Second Lien Indebtedness in an amount equal to (i) $10,000,000 minus
(ii) any 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 Term
Loan until paid in full and, second, to the Second Lien Indebtedness; provided, further, that such
limited guaranty may be replaced, all or in part, with the Steel Partners Junior
Investment.”
   2
  (b)           Existing Definitions.
Schedule 1.1 to
the Credit Agreement, Definitions, is
hereby modified and amended by deleting the following definitions in their
entirety and inserting in lieu thereof 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
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
Obligations 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 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 Sections 4.9, 14.1(i),
15.12 and 17.8 of this Agreement, if the Steel Partners Working Capital Guaranty
has been duly executed and delivered to Agent and has not been terminated, Steel
Partners, and “Guarantor” means each
of (a) and (b) above and, solely for purposes of Sections 4.9, 14.1(i), 15.12
and 17.8 of this Agreement, (c) above.”
   3
  (c)           Inventory Sublimit.
Schedule 1.1 to
the Credit Agreement, Definitions, is
hereby further modified and amended by (i) deleting the word “and” at the end of
clause (d)(iii) of the definition of Borrowing Base and replacing it with the
word “minus” and (ii) deleting clause (d)(iv) of the definition of Borrowing
Base in its entirety.
  (d)           Section 6.7(b) of the
Credit Agreement, Prepayment and
Amendments, 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, 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 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 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, (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”
  (f)           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 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.”
   4
  (g)           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 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”
 
  (h)           Section 6.16(b) of
the Credit Agreement, Fixed Charge Coverage
Ratio, 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:
   5
 
 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”
 
  (i)           Section 6.16(c) of
the Credit Agreement, Leverage Ratio, 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:
   6
   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
 
 (j)           Section
7 is hereby amended by adding Section 7.17 to the
Credit Agreement immediately following Section 7.16, to read
as follows:
  7.17           The
failure of the Borrowers to deliver to 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
Agent received evidence that (A) the Rights Offering was completed and (B) the
Rights Offering Payment of at least $10,000,000 was made.”
  3.           Consent to Merger of Pension
Plans.  As of the Amendment No. 1 Effective Date, 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 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. 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 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.
   7
  (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 17.10 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. 1 Effective Date:
  (i)           counterparts
of this Amendment, duly executed by the Required Lenders, Agent, each Loan
Party;
  (ii)          a
certified copy of (A) a limited guaranty duly executed by H&H and its
applicable Subsidiaries in favor of the Second Lien Agent, and (B) the H&H
Security Agreement, duly executed by H&H, each of it’s applicable
Subsidiaries, and the Second Lien Agent;
  (iii)         a
certified copy of that certain subordination and intercreditor agreement among
Second Lien Agent, Wachovia Bank, N.A. and Steel Partners, duly executed by the
parties thereto;
  (iv)        a
fully executed amendment and consent containing the
corresponding  amendment to those contained herein (where applicable)
under the Second Lien Credit Agreement, which shall be in form and substance
satisfactory to Agent;
  (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)       such
other agreements, instruments, approvals, opinions and other documents as Agent
may reasonably request.
  5.           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 has all requisite power, authority and legal right to execute,
deliver and perform this Amendment and to perform 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.
   8
  (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.
  (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.
  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 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.
  7.           Consent to H&H Security
Documents.  Notwithstanding anything to the contrary contained
in the Credit Agreement or the Intercreditor Agreement,  each of Agent
and the Lenders does hereby consent to the execution and delivery of (A) that
certain limited guaranty duly executed by H&H and its applicable
Subsidiaries in favor of the Second Lien Agent, and (B) the H&H Security
Agreement, duly executed by H&H, each of it’s applicable Subsidiaries, and
the Second Lien Agent; together with such mortgages, title and surveys delivered
pursuant to Amendment No.1 to the Second Lien Credit Agreement, in each case (i)
in the form delivered to Agent in connection herewith or, with respect to any
documents delivered after the date hereof, which include terms and conditions
that provide the Second Lien Agent with no greater rights than the rights
contained in the existing Mortgages (as defined in the Second Lien Credit
Agreement) and (ii) for so long as the Borrower shall have not satisfied the
Release Conditions or Replacement Conditions (as defined in the Second Lien
Credit Agreement).
   9
  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 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 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.
  (f)             Governing
Law.  This Amendment shall be governed by the laws of the State
of New York.
   10
  (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.]
    11
  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:
 
   
 SUBSIDIARY
      GUARANTORS:
                  ARLON PARTNERS, INC., a
      Delaware corporationBy:
                  /s/Title:ARLON
      MED INTERNATIONAL LLC,
                    a
      Delaware limited liability companyBy:
                  /s/Title:ARLON ADHESIVES & FILMS,
      INC.,
                    a
      Texas corporationBy:
                  /s/Title:KASCO MEXICO LLC,
      a Delaware limited liability companyBy:
                  /s/Title:
 
  
 
  
 AGENT
      AND LENDERS:
                  WELLS
      FARGO FOOTHILL, INC.,
                    a
      California corporation, as Agent and as a
                    Lender,
      on behalf of itself and its affiliate assignsBy:
                  /s/Title: