AMENDMENT NO. 4,

AMENDMENT NO. 4, dated as of March 12, 2009 (this " Amendment "), to the Credit Agreement, dated as of July 17, 2007 and amended by Amendment No. 1 dated as of February 14, 2008, Amendment No. 2 and Consent dated as of June 27, 2008 and Amendment No. 3 dated as of October 29, 2008 (as so amended, the " Credit Agreement "), by and among the lenders identified on the signature pages thereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a "Lender" and collectively as the " Lenders "), ABLECO FINANCE LLC, a Delaware limited liability company, as the administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, " Agent "), BAIRNCO CORPORATION , a Delaware corporation (" Parent "), and each of Parent's Subsidiaries identified on the signature pages thereof as a Borrower (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a " Borrower ", and collectively, jointly and severally, as the " Borrowers "), and each of Parent's Subsidiaries identified on the signature pages thereof as a Guarantor (such Subsidiaries are referred to hereinafter each individually as a " Guarantor ", and individually and collectively, jointly and severally, as the " Guarantors "; and together with Borrowers, each a " Loan Party " and collectively, the " Loan Parties ").

WHEREAS, the Borrowers have requested that the Agent and the Lenders make certain modifications to the Credit Agreement, and the Agent and the Lenders are willing to consent to such requested modifications on and subject to the terms set forth herein;

NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the parties hereto hereby agree as follows:

1.            Definitions . Any capitalized term used herein and not defined shall have the meaning assigned to it in the Credit Agreement.

2.            Amendments .

(a)            Amendment to Definitions .  The definitions of "Base Rate Margin" and "LIBOR Rate Margin" in Schedule 1.1 of the Credit Agreement are hereby amended by deleting such definitions in their entirety and replacing them with the following:

"" Base Rate Margin " means 6.50 percentage points."

"" LIBOR Rate Margin " means 9.00 percentage points."

(b)            New Definitions .  The following definitions are hereby added in alphabetical order to Schedule 1.1 of the Credit Agreement:

"" Amendment No. 4 " means Amendment No. 4, dated as of March 6, 2009, by and among the Loan Parties, the Agent and the Required Lenders."

"" Amendment No. 4 Effective Date " means the date Amendment No. 4 becomes effective pursuant to Section 3 of Amendment No. 4."

(c)            Section 6.16(a) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

"(a)            Minimum TTM EBITDA.   Permit TTM EBITDA to be less than (i) $13,000,000 as of the end of the fiscal quarters ending March 31, 2009, June 30, 2009 and September 30, 2009, (ii) $13,500,000 as of the end of the fiscal quarters ending December 31, 2009 and March 31, 2010, and (iii) $14,000,000 as of the end of each fiscal quarter thereafter."

(d)            Section 6.16(b) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

"(b)            Fixed Charge Coverage Ratio.   Have a Fixed Charge Coverage Ratio, measured on a quarterly basis, less than the required amount set forth in the following table for the applicable period set forth opposite thereto:

3.            Conditions to Effectiveness .  The effectiveness of this Amendment are subject to the fulfillment, in a manner satisfactory to the Agent and the Lenders, of each of the following conditions precedent (the date such conditions are fulfilled or waived by the Agent and the Lenders is hereinafter referred to as the " Amendment No. 4 Effective Date "):

(a)            Representations and Warranties; No Event of Default .  The representations and warranties herein, in Section 4 of the Credit Agreement and in each other Loan Document and certificate or other writing delivered to the Agent and the Lenders pursuant hereto on or prior to the Amendment No. 4 Effective Date shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) after giving effect to this Amendment on and as of the Amendment No. 4 Effective Date as though made on and as of such date (except to the extent such representations and warranties expressly relate to an earlier date), and no Default or Event of Default shall have occurred and be continuing on the Amendment No. 4 Effective Date or would result from this Amendment becoming effective in accordance with its terms.

(b)            Payment of Fees, Etc.   The Borrowers shall have paid all fees, costs, expenses and taxes payable on the Amendment No. 4 Effective Date by the Borrowers pursuant to Section 17.9 of the Credit Agreement.

(c)            Delivery of Documents .  The Agent and the Lenders shall have received the following, each in form and substance satisfactory to the Agent and, unless indicated otherwise, dated the Amendment No. 4 Effective Date:

(i)