Exhibit 4.46


AMENDMENT
NO. 4 TO CREDIT AGREEMENT
 
 THIS
AMENDMENT NO. 4 TO CREDIT AGREEMENT AND CONSENT, dated as of March 12, 2009
(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 further amended by that certain Amendment No. 2 to Credit
Agreement and Consent, dated as of June 30, 2008 and as further amended by that
certain Amendment No. 3 to Credit Agreement and Consent, dated as of October 29,
2008 (as may be 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 requested that Agent and the Lenders make certain amendments
to 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 Definitions.  Schedule
1.1 of the Credit Agreement, Definitions,
is hereby modified and amended by deleting the definition of “Base Rate Margin”
and “LIBOR Rate Margin” in their entirety and replacing them, as applicable,
with the following:
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  ““Base
      Rate Margin” means (a) in the case of Advances that are Base Rate
      Loans, 0.75 percentage points, and (b) in the case of a portion of the
      Term Loan that is a Base Rate Loan, 1.25 percentage
  points.
  “LIBOR
      Rate Margin” means (a) in the case of Advances that are LIBOR Rate
      Loans, 3.00 percentage points, and (b) in the case of a portion of the
      Term Loan that is a LIBOR Rate Loan, 3.50 percentage
    points.”
  (b)           Section
2.6(a) of the Credit
Agreement, Interest
Rates, is hereby amended and restated by deleting clause (iii) of such
subsection in its entirely to read as follows:
  “(iii)         otherwise,
at a per annum rate equal to Base Rate plus the Base Rate Margin.”
  (c)           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 (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, 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:
  Applicable
      Ratio
                      Applicable
      Period0.75:1.0
                      For
      the 12- month period
                        ending
      March 31, 20090.75:1.0
                      For
      the 12- month period
                        ending
      June 30, 20090.75:1.0
                      For
      the 12- month period
                        ending
      September 30, 20090.80:1.0
                      For
      the 12- month period
                        ending
      December 31, 20090.80:1.0
                      For
      the 12- month period
                        ending
      March 31, 20100.85:1.0
                      For
      the 12- month period
                        ending
      June 30, 20100.90:1.0
                      For
      the 12- month period
                        ending
      September 30, 20100.95:1.0
                      For
      the 12- month period
                        ending
      December 31, 20101.0:1.0
                      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 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. 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 Agent and the Lenders
pursuant hereto on or prior to the Amendment No. 4Effective 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.
  (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 17.10 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. 4 Effective Date:
  (i)               counterparts
of this Amendment, duly executed by the Required Lenders, Agent and each Loan
Party;
  (ii)              a
fully executed copy of the second 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 increased from $7,000,000 to $12,000,000;
  (iii)             a
fully executed copy of an amendment (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 to the corresponding
provisions of the Second Lien Credit Agreement;
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  (iv)             counterpart
of the consent to the Intercreditor Agreement, duly executed by Agent and Second
Lien Agent and acknowledged by each Loan Party, which shall contain the consent
by Agent and Second Lien Agent to the amendments, including, without limitation,
the increase in the interest rates;
  (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.
  4.           Representations and
Warranties.  Each of Borrowers and the Guarantors represents
and warrants as follows:
  (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. 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.
  4
  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 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.
  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 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.  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.
  5
  (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 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: