0000350750-06-000036 Sample Contracts

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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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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