AMENDMENT NO. 4 TO CREDIT AGREEMENT

THIS AMENDMENT NO. 4 TO CREDIT AGREEMENT AND CONSENT, dated as of March 12, 2009 (this “ Amendment ”), is made by and among the Lenders (as defined below) identified on the signature pages hereof, WELLS FARGO FOOTHILL, INC. ,   a California corporation, 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 ”), each of Parent’s Subsidiaries identified on the signature pages hereof 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, Agent and the lenders party thereto from time to time (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “ Lenders ”) are parties to that certain Credit Agreement, dated as of July 17, 2007, as amended by that certain Amendment No. 1 to Credit Agreement, dated as of February 14, 2008, as further amended by that certain Amendment No. 2 to Credit Agreement and Consent, dated as of June 30, 2008 and as further amended by that certain Amendment No. 3 to Credit Agreement and Consent, dated as of October 29, 2008 (as may be further amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”; unless otherwise defined herein, all capitalized terms used in this Amendment shall have the meanings ascribed to such terms in the Credit Agreement);

WHEREAS, the Borrowers have requested that Agent and the Lenders make certain amendments to the Credit Agreement; and

WHEREAS, Agent and the Lenders are willing to amend the Credit Agreement, subject to the terms and conditions 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 to the Credit Agreement .

(a)            Amendment to Definitions .   Schedule 1.1 of the Credit Agreement, Definitions , is hereby modified and amended by deleting the definition of “Base Rate Margin” and “LIBOR Rate Margin” in their entirety and replacing them, as applicable, with the following:

(b)            Section 2.6(a) of the Credit Agreement, Interest Rates , is hereby amended and restated by deleting clause (iii) of such subsection in its entirely to read as follows:

“(iii)         otherwise, at a per annum rate equal to Base Rate plus the Base Rate Margin.”

(c)            Section 6.16(a) of the Credit Agreement, Minimum TTM EBITDA , 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, Fixed Charge Coverage Ratio , 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 Agent and the Lenders, of each of the following conditions precedent (the date such conditions are fulfilled or waived by 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 Agent and the Lenders pursuant hereto on or prior to the Amendment No. 4Effective 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 Amendme