Bairnco Corp /De/ Sample Contracts

LEASE AGREEMENT THIS LEASE AGREEMENT (as hereinafter defined, this "Lease") made this the 16th day of February, 2000 by and between SIGNTECH USA, LTD., a Texas limited partnership (as hereinafter defined, "Landlord"), and ARLON SIGNTECH, LTD., a Texas...
Lease Agreement • April 28th, 2000 • Bairnco Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers
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RECITALS
Credit Agreement • October 30th, 1998 • Bairnco Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers • Illinois
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Contract
Credit Agreement • June 2nd, 2005 • Bairnco Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers • Florida

THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT RESTATES AND MODIFIES IN ITS ENTIRETY THAT CERTAIN SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF FEBRUARY 22, 2000, AMONG BAIRNCO CORPORATION AND CERTAIN OF ITS SUBSIDIARIES, AS BORROWERS, AND ITS U.S. SUBSIDIARIES, AS “GUARANTORS”, CERTAIN COMMERCIAL LENDING INSTITUTIONS, AS “LENDER”, BANK OF AMERICA, N.A. AS THE AGENT FOR THE LENDER, AND SUNTRUST BANK, AS SYNDICATION AGENT, AS PREVIOUSLY AMENDED AND MODIFIED.

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U.S. $75,000,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 22, 2000,
Credit Agreement • February 24th, 2000 • Bairnco Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers • New York
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BAIRNCO CORPORATION and COMPUTERSHARE INVESTOR SERVICES, LLC RIGHTS AGREEMENT Dated as of June 22, 2006
Rights Agreement • June 23rd, 2006 • Bairnco Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers • Delaware

This Rights Agreement, dated as of June 22, 2006 (the “Agreement”), between Bairnco Corporation, a Delaware corporation (the “Company”), and Computershare Investor Services, LLC, a Delaware company (the “Rights Agent”),

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AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE --NET (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS)
Standard Industrial/Commercial Single-Tenant Lease • August 8th, 2002 • Bairnco Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers • California
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FOURTH AMENDED AND RESTATED GUARANTY
Guaranty • October 12th, 2006 • Bairnco Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers • Florida

THIS FOURTH AMENDED AND RESTATED GUARANTY (this “Guaranty”) dated as of October 10, 2006 is executed by Bairnco Corporation, a Delaware corporation (“Bairnco”), each of its undersigned Subsidiaries and each other Subsidiary of Bairnco that may become a party hereto in accordance with Section 13 hereof (Bairnco and each Subsidiary of Bairnco collectively hereinafter referred to as the “Guarantors” and individually as a “Guarantor”) in favor of BANK OF AMERICA, N.A., (“Bank of America”) as Agent (as hereinafter defined in the first recital below) and amends and restates in its entirety that certain Third Amended and Restated Guaranty dated as of September 28, 2005 (as amended, restated, supplemented or otherwise modified as of the date hereof, the “Existing Guaranty”), by Bairnco, Arlon, Inc., a Delaware corporation (“Arlon”), Kasco Corporation, a Delaware corporation (“Kasco”), Arlon Adhesives & Films, Inc., a Texas corporation (“Arlon Adhesive”), Arlon Partners, Inc., a Delaware corpor

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RECITALS
Credit Agreement • March 20th, 1997 • Bairnco Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers • Illinois
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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 • March 23rd, 1999 • Bairnco Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers • Illinois
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Luke Fichthorn Severance Benefits
Severance Agreement • March 5th, 2007 • Bairnco Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers

Reference is hereby made to the Employment Agreement between Luke E. Fichthorn (the “Executive”) and Bairnco Corporation (the “Company”), dated January 22, 1990, as amended (the “Employment Agreement”) and the merger agreement (the “Merger Agreement”) between the Company, BZ Acquisition Corp (“Merger Sub”) and Steel Partners II, L.P. (the “Purchaser”).

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NONCOMPETITION AGREEMENT
Noncompetition Agreement • October 13th, 2006 • Bairnco Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers • Florida

THIS NONCOMPETITION AGREEMENT (as hereinafter defined, this “Agreement”), is made as of this 11th day of October, 2006, by and among SOUTHERN SAW SERVICE, L.P., a Georgia limited partnership (“Southern Saw”), SOUTHERN SAW HOLDINGS, INC., a Georgia corporation (“Holdings” and together with Southern Saw, the “Sellers”) and SOUTHERN SAW ACQUISITION CORPORATION, a Delaware corporation having its headquarters and principal place of business in Lake Mary, Florida (“Buyer”).

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 5th, 2007 • Bairnco Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers

This Amendment to the Employment Agreement between Bairnco Corporation, a Delaware corporation (the “Company”), and Luke E. Fichthorn III (the “Executive”) that was originally entered into on January 22, 1990 (as amended through the date hereof, the “Employment Agreement”) is hereby entered into as of the 23 day of February, 2007. Capitalized terms used herein without definition shall have the meanings ascribed to them in the Employment Agreement.

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EXHIBIT A DOLLAR NOTE FOR VALUE RECEIVED, the undersigned, [BORROWER], a _______________ corporation (the "Borrower"), promises to pay to the order of _________________ (the "Lender") on [February __, 2005] [December 31, 2004] the principal sum of...
Dollar Note • February 24th, 2000 • Bairnco Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers • New York
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AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • March 5th, 2007 • Bairnco Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers • Delaware

This Amendment to the Rights Agreement (the “Amendment”), dated as of February 23, 2007, is entered into by and between Bairnco Corporation, a Delaware corporation (the “Company”), and Computershare Investor Services, LLC, a Delaware company (the “Rights Agent”).

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WAIVER AGREEMENT
Waiver Agreement • March 5th, 2007 • Bairnco Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers • New York

This WAIVER AGREEMENT (the “Agreement”), effective as of February 23, 2007, is made and entered into by and between Bairnco Corporation (the “Company”) and Luke E. Fichthorn (the “Executive”).

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COMMERCIAL/INDUSTRIAL LEASE (NET)
Commercial Lease • October 9th, 2003 • Bairnco Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers • Texas

THIS LEASE is entered into by and between Landlord and Tenant and upon approval by both Landlord and Tenant, as evidenced by their signatures hereto, a valid and binding Lease shall exist, the terms and conditions of which are as follows:

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THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • October 12th, 2006 • Bairnco Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers

This SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”) is entered into as of October 10, 2006, among BAIRNCO CORPORATION, a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.14 (each a “Designated Borrower” or a “Foreign Subsidiary Designated Borrower” as defined in Section 2.14, and, together with the Company, the “Borrowers” and, each a “Borrower”), Arlon, Inc., a Delaware corporation, Kasco Corporation, a Delaware corporation, Arlon Viscor, Ltd., a Texas limited partnership, Arlon Signtech, Ltd., a Texas limited partnership, and Arlon Med International LLC, a Delaware limited liability company (together with the Company herein referred to as the “Pledgors”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

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ASSET PURCHASE AGREEMENT AMONG SOUTHERN SAW ACQUISITION CORPORATION (“Buyer”) and SOUTHERN SAW HOLDINGS, INC. and SOUTHERN SAW SERVICE, L.P. (collectively, “Sellers”) October 11, 2006
Asset Purchase Agreement • October 13th, 2006 • Bairnco Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers • Georgia

THIS ASSET PURCHASE AGREEMENT (as hereinafter defined, this “Agreement”) is made and entered into effective as of October 11, 2006, by and among SOUTHERN SAW ACQUISITION CORPORATION, a Delaware corporation (the “Buyer”), SOUTHERN SAW HOLDINGS, INC., a Georgia corporation (“Holdings”), and SOUTHERN SAW SERVICE, L.P., a Georgia limited partnership (“Southern Saw,” collectively with Holdings, “Sellers,” and each of Southern Saw and Holdings, without distinction, a “Seller”). The Buyer and the Sellers are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” This Agreement has been joined in by KASCO CORPORATION, a Delaware corporation (“Kasco”), the parent corporation of Buyer, as Buyer’s Guarantor, by execution of the Joinder of Buyer’s Guarantor appearing at the end of this Agreement.

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FIRST LEASE RENEWAL AGREEMENT
Lease Renewal Agreement • March 19th, 2004 • Bairnco Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers

THIS FIRST LEASE RENEWAL AGREEMENT (“First Lease Renewal”) made effective as of the 15th day of February, 2003 by and between RAM GLOBAL, LTD., a Texas limited partnership (“Landlord”), and ARLON SIGNTECH, LTD., a Texas limited partnership (“Tenant”).

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STANDARD INDUSTRIAL/COMMERICAL SINGLE-TENANT LEASE –NET (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS)
Standard Industrial/Commercial Single-Tenant Lease • February 22nd, 2006 • Bairnco Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers
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BAIRNCO CORPORATION, ARLON, INC., KASCO CORPORATION, BERTRAM & GRAF GmbH, ATLANTIC SERVICE CO. LTD., ATLANTIC SERVICE CO. (UK) LTD. and EUROKASCO S.A. as Borrowers LOAN AND SECURITY AGREEMENT Dated as of November 9, 2006 CERTAIN FINANCIAL...
Loan and Security Agreement • November 13th, 2006 • Bairnco Corp /De/ • Plastic materials, synth resins & nonvulcan elastomers • Georgia

THIS LOAN AND SECURITY AGREEMENT is dated as of November 9, 2006, among BAIRNCO CORPORATION, a Delaware corporation ("Bairnco"), ARLON, INC., a Delaware corporation ("Arlon"), KASCO CORPORATION, a Delaware corporation ("Kasco"), BERTRAM & GRAF GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany ("German Borrower"), ATLANTIC SERVICE CO. LTD, a corporation organized under the laws of Canada ("Canadian Borrower"), ATLANTIC SERVICE CO. (UK) LTD., an English company ("UK Borrower"), EUROKASCO S.A., a société anonyme organized under the laws of France ("French Borrower"; and together with Bairnco, Arlon, Kasco, German Borrower and Canadian Borrower, collectively, "Borrowers"), the financial institutions party to this Agreement from time to time as lenders (collectively, "Lenders"), and BANK OF AMERICA, N.A., a national banking association, individually as a Lender and as Issuing Bank and in its capacity as agent for the Lenders (together

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