5
FIFTH AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
This Fifth Amendment to Amended and Restated Credit
Agreement, dated as of October 13, 1998 (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 NT&SA, 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
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 to delete from the definition
of "Obligations" the phrase "lines of credit" and to substitute
therefor "Indebtedness".
2. Amendment of Section 7.1.1(c). Section 7.1.1(c) of the Credit
Agreement is hereby amended and restated in its entirety as
follows:
(c) as soon as available and in any event within 45 days
after the end of each of the first three Fiscal
Quarters, and within 90 days after the end of the Fiscal
Year, a certificate (a "Compliance Certificate")
substantially in the form of Exhibit G, executed by the
chief financial Authorized Officer of Bairnco, showing
(in reasonable detail and with appropriate calculations
and computations in all respects satisfactory to the
Agent) the Interest Coverage Ratio and compliance with
the financial covenants set forth in Section 7.2.3;
3. Amendment of Section 7.2.1 (i). Section 7.2.1 (i) is hereby
amended and restated in its entirety as follows:"Indebtedness
owing to (i) a Lender or an Affiliate of a Lender in respect of
Indebtedness other than a Loan, which Indebtedness is
cross-collateralized with the Loan contemplated hereby as long as
(A) the aggregate amount of such Indebtedness available to be
borrowed does not exceed $8,000,000, and (B) the aggregate amount
of such Indebtedness outstanding at any time does not exceed
$8,000,000; and (ii) Indebtedness owing to First Union National
Bank ("FUNB") in respect of the letter of credit issued by FUNB
for the benefit of Toronto Dominion Bank on the account of Bairnco
in the amount of CAN$3,000,000 which indebtedness is
cross-collateralized with the Loan contemplated hereby "FUNB
Letter of Credit"); provided, however, that the caps on
Indebtedness identified in subsection (i), clauses (A) and (B),
shall automatically increase (x) to $10,000,000, upon the
expiration or termination of the FUNB Letter of Credit, and (y)
dollar for dollar with each payment made by Bairnco to FUNB in
respect of the FUNB Letter of Credit (taking into account the
current rate of exchange for conversion of Canadian dollars to
U.S. dollars).
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.
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: VP Finance
_____________________________
ARLON, INC.
By: /s/ J. Robert Wilkinson
_____________________________
Name: J. Robert Wilkinson
_____________________________
Title: VP Finance
_____________________________
KASCO CORPORATION
By: /S/ J. Robert Wilkinson
_____________________________
Name: J. Robert Wilkinson
_____________________________
Title: VP Finance
_____________________________
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 NT&SA, as Agent
By: /s/ Steve Aronowitz
_____________________________
Name: Steve Aronowitz
_____________________________
Title: Managing Director
_____________________________
BANK OF AMERICA NT&SA as a Lender
By: /s/ Steve Aronowitz
_____________________________
Name: Steve Aronowitz
_____________________________
Title: Managing Director
_____________________________
FIRST UNION NATIONAL BANK, N.A.,
Formerly Known as FIRST UNION
NATIONAL
BANK OF FLORIDA
By:/s/ Mary H. Doonan
_____________________________
Name: Mary H. Doonan
_____________________________
Title: Vice President
_____________________________
FIRST NATIONAL BANK OF MARYLAND
By: /s/ Jerome A. Ratliff
_____________________________
Name: Jerome A. Ratliff
_____________________________
Title: Vice President
_____________________________
SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION
By: /s/ William C. Barr III
_____________________________
Name: William C. Barr III
_____________________________
Title: First Vice President
_____________________________