EXHIBIT 99.2
FOURTH AMENDED AND
RESTATED GUARANTY
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 corporation (“Arlon Partners”), Arlon
Signtech, Ltd., a Texas limited partnership (“Arlon
Signtech”), Arlon Viscor, Ltd., a Texas limited partnership
(“Arlon Viscor”), Arlon MED International, LLC, a
Delaware limited liability company (“Arlon MED”) and
other subsidiaries of Bairnco party thereto as of the date hereof
in favor of Bank of America, as agent.
RECITALS
WHEREAS, Bairnco
Corporation (“Bairnco”), certain of its Subsidiaries,
certain lenders (the “Lenders”) and Bank of America, as
agent for the Lenders (the “Agent”), have entered into
that certain Third Amended and Restated Credit Agreement dated as
of May 20, 2005 (as the same may be amended, restated, supplemented
or otherwise modified from time to time, hereinafter referred to as
the “Credit Agreement”) pursuant to which the Lenders
have extended credit to Bairnco and certain of its Subsidiaries
(each capitalized term used but not defined herein shall have the
meaning assigned thereto in the Credit Agreement);
WHEREAS, Guarantors have
requested that Lenders and Agent amend the Credit Agreement and
Existing Guaranty as herein provided; and
WHEREAS, each Guarantor
has received and will continue to receive substantial benefits from
the extension of credit pursuant to the Credit
Agreement;
NOW, THEREFORE, in order
to induce the Lenders to enter into the Credit Agreement, each
Guarantor hereby covenants as follows:
SECTION 1.
Guaranty . (a) Subject to Section 1(b), each Guarantor
hereby unconditionally guarantees the performance and the full and
prompt payment when due, whether by acceleration or otherwise, and
at all times thereafter, of all Obligations (except such
Guarantor’s Obligations as a Borrower) under and in
connection with the Loan Documents (all such obligations being
hereinafter collectively called the “Guaranteed
Liabilities”).
(b) The liability
of each of the Guarantors under this Guaranty shall not exceed the
maximum amount of liability that such Guarantor can hereby incur
without rendering this Guaranty voidable under the applicable law
relating to fraudulent conveyance or fraudulent transfer, and not
for any greater amount. For purposes of determining such
liability of each of the Guarantors, due consideration shall be
given to the direct and indirect benefits received by each of the
Guarantors as a result of the extension of credit under the Credit
Agreement.
(c) This Guaranty
shall in all respects be a continuing, absolute and unconditional
guaranty, and shall remain in full force and effect notwithstanding
the dissolution of any Guarantor or that at any time or from time
to time all Guaranteed Liabilities may have been paid in
full.
SECTION 2.
Disgorged Payments . Each Guarantor further agrees
that, if at any time all or any part of any payment theretofore
applied by the Agent or the Lenders at any of the Guaranteed
Liabilities is or must be rescinded or returned by the Agent or the
Lenders for any reason whatsoever (including, without limitation,
the insolvency, bankruptcy or reorganization of any Company), such
Guaranteed Liabilities shall, for the purposes of this Guaranty, to
the extent that such payment is or must be rescinded or returned,
be deemed to have continued in existence, notwithstanding such
application by the Agent or the Lenders, and this Guaranty shall
continue to be effective or be reinstated, as the case may be, as
to such Guaranteed Liabilities, all as though such application by
the Agent or the Lenders had not been made.
SECTION 3.
Certain Permitted Actions . To the extent permitted by
law, each of the Agent and any Lender each may, from time to time,
whether before or after any discontinuance of this Guaranty, at its
sole discretion and without notice to any Guarantor or any other
Person, take any or all of the following actions without impairing
its rights arising hereunder: (a) retain or obtain a lien upon or a
security interest in any property to secure any of the Guaranteed
Liabilities, (b) retain or obtain the primary or secondary
obligation of any obligor or obligors, in addition to such
Guarantors’ obligations, with respect to any of the
Guaranteed Liabilities, (c) extend or renew for one or more periods
(whether or not longer than the original period), alter or exchange
any of the Guaranteed Liabilities, or release or compromise any
obligation of any Borrower under any Loan Document or any
obligation of any nature of any other obligor with respect to any
of the Guaranteed Liabilities, (d) release or fail to perfect its
lien upon or security interest in, or impair, surrender, release or
permit any substitution or exchange for, all or any part of any
property securing any of the Guaranteed Liabilities, or extend or
renew for one or more periods (whether or not longer than the
original period) or release, compromise, alter or exchange any
obligations of any nature of any obligor with respect to any such
property, and (e) resort to any Guarantor for payment of any of the
Guaranteed Liabilities, whether or not the Agent or the Lenders (i)
shall have resorted to any property securing any of the Guaranteed
Liabilities or (ii) shall have proceeded against any other obligor
primarily or secondarily obligated with respect to any of the
Guaranteed Liabilities (all of the actions referred to in preceding
clauses (i) and (ii) being hereby expressly waived by each
Guarantor).
SECTION 4.
Application of Funds . Any amounts received by the
Agent or the Lenders from whatsoever source on account of the
Guaranteed Liabilities may be applied by it toward the payment of
such of the Guaranteed Liabilities, and in such order of
application, as the Agent and the Lenders may from time to time
elect.
SECTION 5.
Limit on Subrogation; Waivers . (a) No payment made by
or for the account of any Guarantor pursuant to this Guaranty shall
entitle any Guarantor by subrogation or otherwise to any payment by
any Borrower or by any Guarantor or from or out of any property of
any Borrower or any Guarantor, and no Guarantor shall exercise any
right or remedy against any Borrower or any Guarantor or any
property of any Borrower or any Guarantor by reason of any
performance by such Guarantor of this Guaranty, all of which rights
and remedies are hereby waived by such Guarantor to the fullest
extent permitted by law.
(b) To the extent
permitt
