FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This Agreement, dated as of February 14, 1997 (this
"Amendment") is entered into by and among BAIRNCO CORPORATION, a
Delaware corporation ("Bairnco"), certain of its Subsidiaries party
to the Credit Agreement referred to below (together with Bairnco,
hereinafter referred to collectively as the "Borrowers" and
individually as a "Borrower"), the several financial institutions
parties to this Amendment (collectively, the "Lenders";
individually, a "Lender"), and BANK OF AMERICA ILLINOIS (formerly
known as Continental Bank N.A.), as agent for the Lenders (in such
capacity, the "Agent").
RECITALS
The Borrowers, the Lenders and the Agent are parties to an
Amended and Restated Credit Agreement dated as of December 17, 1992
(as heretofore amended, supplemented or otherwise modified, the
"Credit Agreement"). Capitalized terms used and not otherwise
defined or amended in this Amendment shall have the meanings
respectively assigned to them in the Credit Agreement.
The Borrowers have requested that the Lenders and the Agent
amend the Credit Agreement in certain respects, and the Lenders and
the Agent have agreed to do so, all upon the terms and provisions
and subject to the conditions hereinafter set forth, including,
without limitation, payment of the amendment fee referred to in
Section C below.
AGREEMENT
In consideration of the foregoing and the mutual covenants and
agreement hereinafter set forth, the parties hereto mutually agree
as follows:
A. AMENDMENTS
1. Amendments of Section 1.1 (Defined Terms). Section 1.1
of the Credit Agreement is hereby amended by:
(a) deleting therefrom the definition of "Applicable
Euro Rate Margin" in its entirety and substituting therefor
the following:
"'Applicable Euro Rate Margin' shall mean:
(a) 0.375% for each period (i) commencing on
the fifth day following delivery by Bairnco to the Agent
of the Compliance Certificate for any Fiscal Quarter
required under Section 7.1.1(c) showing that the Debt to
Capital Ratio for such Fiscal Quarter was less than 35%,
and (ii) ending on the earlier of (A) the fifth day
following delivery by Bairnco to the Agent of the
Compliance Certificate for the next Fiscal Quarter, or
(B) the date on which Bairnco fails to deliver to the
Agent such Compliance Certificate for the next Fiscal
Quarter as required under Section 7.1.1(c);
(b) .50% for each period (i) commencing on the
fifth day following delivery by Bairnco to the Agent of
the Compliance Certificate for any Fiscal Quarter
required under Section 7.1.1(c) showing that the Debt to
Capital Ratio for such Fiscal Quarter was 35% or greater
but less than 45%, and (ii) ending on the earlier of (A)
the fifth day following delivery by Bairnco to the Agent
of the Compliance Certificate for the next Fiscal
Quarter, or (B) the date on which Bairnco fails to
deliver to the Agent such Compliance Certificate for the
next Fiscal Quarter as required under Section 7.1.1(c);
(c) .75% for each period (i) commencing on the
fifth day following delivery by Bairnco to the Agent of
the Compliance Certificate for any Fiscal Quarter
required under Section 7.1.1(c) showing that the Debt to
Capital Ratio for such Fiscal Quarter was 45% or greater
but less than 55%, and (ii) ending on the earlier of (A)
the fifth day following delivery by Bairnco to the Agent
of the Compliance Certificate for the next Fiscal
Quarter, or (B) the date on which Bairnco fails to
deliver to the Agent such Compliance Certificate for the
next Fiscal Quarter as required under Section 7.1.1(c);
and
(d) 1.00% for each period (i) commencing on the
fifth day following delivery by Bairnco to the Agent of
the Compliance Certificate for any Fiscal Quarter
required under Section 7.1.1(c) showing that the Debt to
Capital Ratio for such Fiscal Quarter was 55% or greater,
and (ii) ending on the earlier of (A) the fifth day
following delivery by Bairnco to the Agent of the
Compliance Certificate for the next Fiscal Quarter, or
(B) the date on which Bairnco fails to deliver to the
Agent such Compliance Certificate for the next Fiscal
Quarter as required under Section 7.1.1(c).
(b) deleting therefrom the definition of "Applicable
Reference Rate Margin" in its entirety and substituting
therefor the following:
"'Applicable Reference Rate Margin' shall mean:
(a) 0.25% for each period (i) commencing on
the fifth day following delivery by Bairnco to the Agent
of the Compliance Certificate for any Fiscal Quarter
required under Section 7.1.1(c) showing that the Debt to
Capital Ratio for such Fiscal Quarter was 55% or greater,
and (ii) ending on the earlier of (A) the fifth day
following delivery by Bairnco to the Agent of the
Compliance Certificate for the next Fiscal Quarter, or
(B) the date on which Bairnco fails to deliver to the
Agent such Compliance Certificate for the next Fiscal
Quarter as required under Section 7.1.1(c); and
(b) zero at all other times."
(c) deleting therefrom the definition of "Arlon Loan
Commitment Amount" in its entirety and substituting therefor
the following:
"'Arlon Loan Commitment Amount' shall mean, at any
date $26,000,000 as such amount may be reduced from time
to time pursuant to Section 2.2.";
(d) deleting therefrom the definition of "Kasco Dollar
Loan Commitment Amount" in its entirety and substituting
therefor the following:
"'Kasco Dollar Loan Commitment Loan' shall mean, on
any date, $3,000,000, as such amount may be reduced from
time to time pursuant to Section 2.2."
(e) deleting therefrom the definition of "Bairnco Loan
Commitment Amount" in its entirety and substituting therefor
the following:
"'Bairnco Loan Commitment Amount' shall mean, at any
date, $13,000,000, as such amount may be reduced from
time to time pursuant to Section 2.2.";
(f) deleting from the definition of "Commitment
Termination Date" the date "August 31, 1999" and substituting
therefor the date "December 31, 2001";
(g) deleting from the definition of "Cumulative Net
Income" in its entirety and substituting therefor the
following:
"'Cumulative Net Income' shall mean, at any date of
calculation an amount (not less than zero) equal to the
sum of the amounts of the net quarterly income and losses
of Bairnco and its Subsidiaries on a consolidated basis
for the period beginning after December 31, 1996 and
ending on the last day of the Fiscal Quarter in which
such date of calculation occurs.
(h) deleting from the definition of "Maximum Loan
Commitment Amount" the amount "$42,000,000" and substituting
therefor the amount "$45,000,000";
(i) deleting the definition of "Net Worth" in its
entirety and substituting therefor the following:
"'Net Worth' shall mean with respect to Bairnco and
its Subsidiaries at a particular date, an amount equal to
the aggregate par value of the outstanding shares of all
classes of stock of Bairnco plus paid-in capital in
excess of the par value of any shares of stock (excluding
the amounts which relate to the cumulative translation
adjustment beginning after December 31, 1996) plus
retained earnings, less all amounts carried on the books
of Bairnco for treasury stock, plus, solely for purposes
of Section 7.2.3, Subordinated Debt with no put options
in favor of the holder of such Subordinated Debt, on the
consolidated balance sheet of Bairnco.
(j) deleting the definition of "Obligations" in its
entirety and substituting the following therefor:
"'Obligations" shall mean (a) all obligations
(monetary or otherwise) of the Borrowers and each other
Obligor arising under or in connection with this
Agreement, the Notes and each other Loan Document and all
Hedging Obligations owed by any Obligor to any Lender,
and (b) all Indebtedness owing to a Lender or an
Affiliate of a Lender (not to exceed $8,000,000 in the
aggregate) in respect of the lines of credit cross
collateralized with the Loans as permitted by Subsection
7.2.1(i) hereof.
(k) deleting from the definition of "Stated Maturity
Date" the date "August 31, 1999" and substituting therefor the
date "December 31, 2001";
(l) adding the following definition:
"'Debt to Capital Ratio' is defined in Section
7.2.3."
(m) adding the following definition:
"'Consolidated Funded Debt' shall mean the sum
of the amounts indicated for the items 'Short-Term
Debt', 'Current Maturities of Long-Term Debt' and
'Long-Term Debt' in the Quarterly Report on Form
10Q for the first three quarterly periods or in the
Annual Report on Form 10K of BAIRNCO and its
Subsidiaries for the fourth quarterly period."
(n) adding the following definition:
"'Stockholders' Investment' shall mean the sum of
the amounts indicated for the item 'Stockholders'
Investment' in the Quarterly Report on Form 10Q for
the first three quarterly periods or in the Annual
Report on Form 10K of BAIRNCO and its Subsidiaries
for the fourth quarterly period.
2. Amendment of Section 2.2.2 (Reduction of Commitment
Amounts; Mandatory--All Loans and Specific Loans). Section 2.2.2
of the Credit Agreement is hereby amended by deleting such Section
in its entirety and substituting therefor the following:
"SECTION 2.2.2 Mandatory--All Loans and Specific Loans.
(a) As of the end of business on each date set
forth below, the Maximum Loan Commitment Amount shall, without
any further action, automatically and permanently be reduced
by the amount set forth opposite such date:
Date Amount
December 31, 1997 $ 5,000,000
December 31, 1998 $ 5,000,000
December 31, 1999 $ 5,000,000
December 31, 2000 $10,000,000
provided, however, that on the Commitment Termination Date,
the Maximum Loan Commitment Amount shall be zero.
(b) In order to implement the reductions in the
Maximum Loan Commitment Amount contemplated by (a) above,
automatic and permanent reductions shall, without any further
action, be made to the Bairnco Loan Commitment Amount, the
Arlon Loan Commitment Amount and the Kasco Dollar Loan
Commitment Amount, as follows:
(i) As of the end of business on each date set
forth below, the Bairnco Loan Commitment Amount shall,
without any further action, automatically and permanently
be reduced by the amount set forth opposite such date:
Date Amount
December 31, 1997 $3,000,000
December 31, 1999 $2,000,000
December 31, 2000 $3,000,000
(ii) As of the end of business on each date set
forth below, the Arlon Loan Commitment Amount shall,
without any further action, automatically and permanently
be reduced by the amount set forth opposite such date:
Date Amount
December 31, 1997 $2,000,000
December 31, 1998 $5,000,000
December 31, 1999 $2,000,000
December 31, 2000 $6,000,000
(iii) As of the end of business on each date set
forth below, the Kasco Dollar Loan Commitment Amount
shall, without any further action, automatically and
permanently be reduced by the amount set forth opposite
such date:
Date Amount
December 31, 1999 $1,000,000
December 31, 2000 $1,000,000"
4. Amendment of Section 3.3.1 (Commitment Fee). Section
3.3.1 of the Credit Agreement is hereby amended by deleting such
Section in its entirety and substituting therefor the following:
The Borrowers jointly and severally agree to pay to the
Agent for the account of the Lenders for the period (including
any portion thereof when any of its Commitments are suspended
by reason of the Borrowers' inability to satisfy any condition
of Article V) commencing on the Effective Date and continuing
through the final Commitment Termination Date, a commitment
fee on each Lender's share of the sum of the average daily
unused portion of (x) the Maximum Loan Commitment Amount and
(y) the Bairnco LC Commitment Amount at a rate equal to:
(a) 0.125% for each period (i) commencing on
the fifth day following delivery by Bairnco to the Agent
of the Compliance Certificate for any Fiscal Quarter
required under Section 7.1.1(c) showing that the Debt to
Capital Ratio for such Fiscal Quarter was less than 35%,
and (ii) ending on the earlier of (A) the fifth day
following delivery by Bairnco to the Agent of the
Compliance Certificate for the next Fiscal Quarter, or
(B) the date on which Bairnco fails to deliver to the
Agent such Compliance Certificate for the next Fiscal
Quarter as required under Section 7.1.1(c);
(b) .15% for each period (i) commencing on the
fifth day following delivery by Bairnco to the Agent of
the Compliance Certificate for any Fiscal Quarter
required under Section 7.1.1(c) showing that the Debt to
Capital Ratio for such Fiscal Quarter was 35% or greater
but less than 45%, and (ii) ending on the earlier of (A)
the fifth day following delivery by Bairnco to the Agent
of the Compliance Certificate for the next Fiscal
Quarter, or (B) the date on which Bairnco fails to
deliver to the Agent such Compliance Certificate for the
next Fiscal Quarter as required under Section 7.1.1(c);
(c) .20% for each period (i) commencing on the
fifth day following delivery by Bairnco to the Agent of
the Compliance Certificate for any Fiscal Quarter
required under Section 7.1.1(c) showing that the Debt to
Capital Ratio for such Fiscal Quarter was 45% or greater
but less than 55%, and (ii) ending on the earlier of (A)
the fifth day following delivery by Bairnco to the Agent
of the Compliance Certificate for the next Fiscal
Quarter, or (B) the date on which Bairnco fails to
deliver to the Agent such Compliance Certificate for the
next Fiscal Quarter as required under Section 7.1.1(c);
and
(d) .25% for each period (i) commencing on the
fifth day following delivery by Bairnco to the Agent of
the Compliance Certificate for any Fiscal Quarter
required under Section 7.1.1(c) showing that the Debt to
Capital Ratio for such Fiscal Quarter was 55% or greater,
and (ii) ending on the earlier of (A) the fifth day
following delivery by Bairnco to the Agent of the
Compliance Certificate for the next Fiscal Quarter, or
(B) the date on which Bairnco fails to deliver to the
Agent such Compliance Certificate for the next Fiscal
Quarter as required under Section 7.1.1(c).
Such commitment fees shall be payable by such Borrowers
in arrears on each Quarterly Payment Date, commencing with the
first such day following the Effective Date, and on each
Commitment Termination Date. As among the Lenders, the
allocable amount of the commitment fee payable to each Lender
shall be computed giving effect to the fact that only Bank of
America (and no other Lender) is obligated to provide Loans in
respect of the Foreign Loan Commitment and the Foreign Dollar
Loan Commitment.
5. Amendment of Section 3.3.2 (Letter of Credit Fees).
Section 3.3.2 is hereby amended by deleting therefrom clauses (a)
through (d) of the second sentence thereof and substituting
therefor the following:
(a) 0.375% for each period (i) commencing on the
fifth day following delivery by Bairnco to the Agent of the
Compliance Certificate for any Fiscal Quarter required under
Section 7.1.1(c) showing that the Debt to Capital Ratio for
such Fiscal Quarter was less than 35%, and (ii) ending on the
earlier of (A) the fifth day following delivery by Bairnco to
the Agent of the Compliance Certificate for the next Fiscal
Quarter, or (B) the date on which Bairnco fails to deliver to
the Agent such Compliance Certificate for the next Fiscal
Quarter as required under Section 7.1.1(c);
(b) .50% for each period (i) commencing on the
fifth day following delivery by Bairnco to the Agent of the
Compliance Certificate for any Fiscal Quarter required under
Section 7.1.1(c) showing that the Debt to Capital Ratio for
such Fiscal Quarter was 35% or greater but less than 45%, and
(ii) ending on the earlier of (A) the fifth day following
delivery by Bairnco to the Agent of the Compliance Certificate
for the next Fiscal Quarter, or (B) the date on which Bairnco
fails to deliver to the Agent such Compliance Certificate for
the next Fiscal Quarter as required under Section 7.1.1(c);
(c) .75% for each period (i) commencing on the fifth
day following delivery by Bairnco to the Agent of the
Compliance Certificate for any Fiscal Quarter required under
Section 7.1.1(c) showing that the Debt to Capital Ratio for
such Fiscal Quarter was 45% or greater but less than 55%, and
(ii) ending on the earlier of (A) the fifth day following
delivery by Bairnco to the Agent of the Compliance Certificate
for the next Fiscal Quarter, or (B) the date on which Bairnco
fails to deliver to the Agent such Compliance Certificate for
the next Fiscal Quarter as required under Section 7.1.1(c);
and
(d) 1.00% for each period (i) commencing on the
fifth day following delivery by Bairnco to the Agent of the
Compliance Certificate for any Fiscal Quarter required under
Section 7.1.1(c) showing that the Debt to Capital Ratio for
such Fiscal Quarter was 55% or greater, and (ii) ending on the
earlier of (A) the fifth day following delivery by Bairnco to
the Agent of the Compliance Certificate for the next Fiscal
Quarter, or (B) the date on which Bairnco fails to deliver to
the Agent such Compliance Certificate for the next Fiscal
Quarter as required under Section 7.1.1(c).
6. Amendment of Section 7.2.1(i). Section 7.2.1(i) is
hereby amended by deleting such Section in its entirety and
substituting the following therefor:
"(i) Indebtedness owing to a Lender or an Affiliate
of a Lender in respect of other lines of credit cross-
collateralized with the Loans and Obligations contemplated
hereby as long as (i) the aggregate amount available to be
drawn under such lines of credit does not exceed $10,000,000,
and (ii) the aggregate amount at any time outstanding under
such lines of credit does not exceed $8,000,000; and"
7. Amendment of Section 7.2.3 (Financial Condition).
Section 7.2.3 of the Credit Agreement is hereby amended by deleting
such Section in its entirety and substituting therefor the
following:
"SECTION 7.2.3 Financial Condition. The Borrowers will
not permit:
(a) Net Worth. Their Net Worth to be less than the
sum of (i) $40,000,000, plus (ii) 60% of Cumulative Net Income
plus (iii) 60% of the net cash proceeds of stock sold by
Bairnco after December 31, 1996.
(b) Debt/Capital Test. The ratio for Bairnco and
its Subsidiaries of (i) all Consolidated Funded Debt to (ii)
the sum of (A) Consolidated Funded Debt, plus (B)
Stockholders' Investment (the 'Debt to Capital Ratio') to
exceed 65%.
(c) Interest Coverage Ratio. The ratio for Bairnco
and its Subsidiaries of (i) consolidated earnings before
deducting interest and taxes (excluding non-recurring gains
and charges) to (ii) consolidated interest expense for
Indebtedness (including, without limitation, Subordinated Debt
and Capitalized Lease Liabilities) (the 'Interest Coverage
Ratio') to be less than 2.00:1 for any Fiscal Quarter."
8. Amendment of Section 7.2.5 (Bairnco Restricted Payments,
etc.). Section 7.2.5 of the Credit Agreement is hereby amended by
deleting the text in its entirety and substituting therefor the
text, "Intentionally Omitted".
9. Amendment of Section 7.2.6 (Rental Obligations). Section
7.2.6. of the Credit Agreement by deleting the amount"$20,000,000"
and substituting the amount "$10,000,000" therefor.
10. Amendments of Section 7.2.9 (Asset Dispositions, etc.).
Section 7.2.9 of the Credit Agreement is hereby amended by deleting
therefrom clause (b) thereof in its entirety and substituting
therefor the following:
"(b) the net book value of such assets, together with the
net book value of all other assets sold, transferred, leased,
contributed or conveyed otherwise than in the ordinary course
of business by all Borrowers or any of their Subsidiaries
pursuant to this clause after December 31, 1996, does not
exceed $5,000,000 in the aggregate for all Borrowers and their
Subsidiaries;"
11. Amendment of Exhibit G (Form of Compliance Certificate).
Exhibit G to the Credit Agreement is hereby amended by deleting
such Exhibit in its entirety and substituting therefor a new
Exhibit G in the form of Annex I hereto.
B. REPRESENTATIONS AND WARRANTIES
The Borrowers hereby represent and warrant to the Agent and
the Lenders that:
1. No Default has occurred and is continuing; and
2. The representations and warranties of the Borrowers
contained in Article VI of the Credit Agreement are true on and as
of the date hereof as if made on and as of said date; provided,
however, that each reference to "this Agreement" contained in such
Article VI shall be deemed to be a reference to the Credit
Agreement as amended hereby.
C. CONDITIONS PRECEDENT
This Amendment will become effective as of the date first
written above upon receipt by the Agent of counterparts hereof duly
executed by each Borrower, each of the Lenders party to the Credit
Agreement and the Agent, provided that contemporaneously with such
execution and delivery, the Agent shall have received for the
account of the Lenders, an amendment fee in an amount equal to
$55,000 to be distributed to the Lenders as set forth below:
Lender Amount
Bank of America Illinois $28,558
First Union National
Bank of Florida $8,814
NBD Bank $8,814
Sun Bank, National Association $8,814
D. MISCELLANEOUS
1. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with same effect
as if the signatures thereto and hereto were upon the same
instrument.
2. Except as herein specifically amended, all terms,
covenants and provisions of the Credit Agreement shall remain in
full force and effect and shall be performed by the parties hereto
in accordance therewith. All references to the "Agreement" or the
"Credit Agreement" contained in the Credit Agreement or in the
Schedules or Exhibits shall henceforth refer to the Credit
Agreement as amended by this Amendment.
3. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES.
IN WITNESS WHEREOF, the parties hereto have executed and
delivered this Amendment as of the date first written.
BAIRNCO CORPORATION
By:/s/ J. Robert Wilkinson
Name: J. Robert Wilkinson
Title: Vice President
ARLON, INC.
By:/s/ J. Robert Wilkinson
Name: J. Robert Wilkinson
Title: Vice President
KASCO CORPORATION
By:/s/ J. Robert Wilkinson
Name: J. Robert Wilkinson
Title: Vice President
ATLANTIC SERVICE CO. (UK), LTD.
By:/s/ J. Robert Wilkinson
Name: J. Robert Wilkinson
Title: Director
BERTRAM & GRAF GMBH
By:/s/ J. Robert Wilkinson
Name: J. Robert Wilkinson
Title: Director
EUROKASCO S.A.
By:/s/ J. Robert Wilkinson
Name: J. Robert Wilkinson
Title: Director
BANK OF AMERICA ILLINOIS, as Agent
By:/s/ Steve A. Aronowitz
Name: Steve A. Aronowitz
Title: Managing Director
BANK OF AMERICA ILLINOIS, as a Lender
By:/s/ Steve A. Aronowitz
Name: Steve A. Aronowitz
Title: Managing Director
FIRST UNION NATIONAL BANK OF FLORIDA
By:/s/ Billy A. Green
Name: Billy A. Green
Title: Senior Vice President
NBD BANK
By:/s/ J. Philip Lowman
Name: J. Philip Lowman
Title: First Vice President
SUNTRUST BANK
By:/s/ J. Brian Lewis
Name: J. Brian Lewis
Title: Vice President
ANNEX I to Amendment
EXHIBIT G
BAIRNCO CORPORATION
Compliance Certificate
Quarter Ended
Reference is made to that
certain Amended and Restated Credit Agreement dated as of December
17, 1992, among Bairnco Corporation, certain of its subsidiaries as
Borrowers, certain financial institutions as Lenders, and Bank of
America Illinois (formerly known as Continental Bank N.A.), as
Agent, as amended, supplemented or otherwise modified from time to
time (the "Credit Agreement"). Capitalized terms used herein
without definition shall have the same respective meanings ascribed
thereto in the Credit Agreement.
Pursuant to Section 7.1.1(c) of
the Credit Agreement, the Borrowers HEREBY CERTIFY THAT:
1. No Default. As of the date
hereof, no Default under the
Credit Agreement has occurred
and is continuing, except as
set forth below (If no
exceptions, state "None"):
2. Net Worth (Section 7.2.3(a))
A. Net Worth
(a) Aggregate Par Value of Outstanding Shares $
(b) Paid-in Capital (excluding cumulative
translation adjustment since 12/31/96) $
(c) Retained Earnings $
(d) Treasury Stock $
(e) Subordinated Debt with No Put Option $
Sum of (a)+(b)+(c)+(e) less (d) $
B. Cumulative Net Income from 12/31/96 $
C. Proceeds of Bairnco Stock since 12/31/96 $
D. Credit Agreement Requirements:
Net Worth (A) not to be less than:
(1) $40,000,000 plus
(2) 60% of Cumulative Net Income (B) plus
(3) 60% of net cash proceeds of Bairnco
stock sold since 12/31/96
Compliance Indicated . . . . . . . . . . . . . . . . .
3. Debt to Capital Ratio (Section 7.2.3(b))
A. Consolidated Funded Debt $
B. Stockholders' Investment $
C. Sum of A + B $
D. Ratio of A to A + B
E. Credit Agreement Requires Not Greater Than: 65%
F. Compliance Indicated . . . . . . . . . . . . .
4. Interest Coverage Ratio (Section 7.2.3(c))
A. Consolidated Earnings Before Interest
Expenses and Taxes for the fiscal quarter
ended, excluding non-recurring
gains and charges $
B. Consolidated Interest Expense for
Indebtedness for the fiscal quarter
ended $
C. Ratio of A to B
D. Credit Agreement Requires Not Less Than: 2.00:1
Compliance Indicated . . . . . . . . . . . . . . . .
IN WITNESS WHEREOF, the undersigned has executed this certificate on behalf
of the Borrowers as of the day of , .
BAIRNCO CORPORATION
By:
Chief Financial Officer