SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This Agreement, dated as of December 31, 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
NATIONAL TRUST AND SAVINGS ASSOCIATION, 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 III below.
AGREEMENT
In consideration of the foregoing and the mutual covenants
and agreement hereinafter set forth, the parties hereto mutually
agree as follows:
I. AMENDMENTS
A. Amendments of Section 1.1 (Defined Terms). Section 1.1
of the Credit Agreement is hereby amended by:
1. Deleting therefrom the definition of "Applicable
Euro Rate Margin" in its entirety and substituting therefor
the following:
"'Applicable Euro Rate Margin' shall mean:
(a) 0.750% 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) .875% 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) 1.125% 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 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) 1.250% 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).
2. Deleting therefrom the definition of "Applicable
Reference Rate Margin" in its entirety and substituting
therefor the following:
"'Applicable Reference Rate Margin' shall
mean:
(a) 0.000% 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) .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 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) .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 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);
(c) 0.50% 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 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);
3. 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 $24,000,000 as such amount may be reduced
from time to time pursuant to Section 2.2.";
4. Deleting therefrom the definition of "Bairnco LC
Commitment Amount" in its entirety and substituting therefor
the following:
"'Bairnco LC Commitment Amount' shall mean,
at any date $7,000,000 as such amount may be reduced
from time to time pursuant to Section 2.2.";
5. 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.";
4. Deleting from the definition of "Commitment
Termination Date" the date "December 31, 2001" and
substituting therefor the date "December 31, 2003";
B. 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, 2000 $ 5,000,000
December 31, 2001 $ 5,000,000
December 31, 2002 $ 5,000,000
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, 2001 $2,000,000
December 31, 2002 $2,000,000
(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, 2000 $5,000,000
December 31, 2001 $2,000,000
December 31, 2002 $2,000,000
(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, 2001 $1,000,000
December 31, 2002 $1,000,000
C. Amendment of Section 2.2.4 (Transfer of Commitment
Amounts). Section 2.2.4(b) is hereby amended by deleting the
amount "$10,000,000" and substituting the amount "$7,000,000"
therefor.
D. 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) 0.200% 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) .225% 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) .250% 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) .325% 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.
E. 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) 0.750% 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) .875% 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) 1.125% 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 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) 1.250% 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).
F. 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 after December 31, 1998 plus (iii) 60% of the net
cash proceeds of stock sold by Bairnco after December 31,
1998.
(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% for any fiscal quarter ending prior to and
including December 31, 2000 and 60% thereafter.
(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."
II. 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.
III. 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 $50,000 to be distributed to the Lenders as set forth
below:
Lender Amount
Bank of America NT&SA $23,222.00
First Union National Bank, N.A. $ 7,966.00
First National Bank of Maryland $ 7,966.00
Suntrust Bank, Central Florida, $10,846.00
National Association
IV. MISCELLANEOUS
A. 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.
B. 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.
C. 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 Finance
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 NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Agent
By: /s/ Steve A. Aronowitz
Name: Steve A. Aronowitz
Title: Managing Director
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as a
Lender
By: /s/ Steve A. Aronowitz
Name: Steve A. Aronowitz
Title: Managing Director
FIRST UNION NATIONAL BANK, N.A.
By: /s/ Mary H. Doonan
Name: Mary H. Doonan
Title: Vice President
FIRST NATIONAL BANK OF MARYLAND
By: /s/ Robert M. Beaver
Name: Robert M. Beaver
Title: Vice President
SUNTRUST BANK, CENTRAL FLORIDA,
NATIONAL ASSOCIATION
By: /s/ William C. Barr III
Name: William C. Barr III
Title: First Vice President