AMENDMENT NO. 5 TO CREDIT AGREEMENT AND CONSENT

THIS AMENDMENT NO. 5 TO CREDIT AGREEMENT AND CONSENT, dated as of August 18, 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, as further amended by that certain Amendment No. 3 to Credit Agreement and Consent, dated as of October 29, 2008 and as further amended by that certain Amendment No. 4 to Credit Agreement, dated as of March 12, 2009 (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)            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 $11,000,000 as of the end of the fiscal quarter ending September 30, 2009 and as of the last day of each fiscal quarter thereafter.”

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

“(c)           Leverage Ratio.   Have a Leverage Ratio, measured on a quarterly basis, more than the applicable ratio set forth in the following table for the applicable date set forth opposite thereto:

(c)            Schedule 1.1 to the Credit Agreement, Definitions , is hereby modified and amended by adding the following definitions in the appropriate alphabetical order:

““ WHX Subordination Agreement ” means that certain Intercreditor and Subordination Agreement, dated as of August 18, 2009, by and among Agent, Second Lien Agent and WHX, and acknowledged and consented to by each Borrower and each Guarantor.

“ WHX Subordinated Indebtedness ” means the Indebtedness incurred by Parent under the WHX Subordinated Loan Documents, plus the amount of interest thereof that is paid-in-kind.

“ WHX Subordinated Loan Agreement ” means that certain Subordinated Loan and Security Agreement, dated as of August 19, 2009, between Parent and WHX.

“ WHX Subordinated Loan Documents ” means the “Loan Documents” as such term is defined in the WHX Subordinated Loan Agreement and any documents, instruments and agreements entered into in connection with any amendment, supplemented, restated, replaced and refinanced from time to time in accordance with the terms thereof, in each case, to the extent permitted under the terms of the Agreement and the WHX Subordination Agreement.”

(d)            Schedule 1.1 of the Credit Agreement, Definitions , is hereby further modified and amended by deleting the following definitions in their entirety and replacing them with the following:

 ““ Funding Indebtedness ” means, as of any date of determination, all Indebtedness for borrowed money or letters of credit (other than letters of credit that provide collateral support for other outstanding Funded Indebtedness at the time of such determination) of Parent, determined on a consolidated basis in accordance with GAAP, that by its terms matures more than one year after the date of calculation, and any such Indebtedness maturing within one year from such date that is renewable or extendable at the option of Parent or its Subsidiaries, as applicable, to a date more than one year from such date, including, in any event, but without duplication, with respect to Parent and its Subsidiaries, the Revolver Usage, the Term Loan, the Second Lien Indebtedness, any Indebtedness under credit facilities for non-U.S. Subsidiaries of the Parent and the amount of their Capital Lease Obligations, but excluding the Subordinated Indebtedness, the WHX Subordinated Indebtedness and Other Subordinated Indebtedness.

“ Loan Documents ” means “the Agreement, the Bank Product Agreements, any Borrowing Base Certificate, the Collateral Access Agreements, the Canadian Guaranty, the Canadian Security Documents, the Cash Management Agreements, the Control Agreements, the Copyright Security Agreement, the Fee Letter, the Guaranty, the Intercompany Subordination Agreement, the Intercreditor Agreement, the Letters of Credit, the Mortgages, the Patent Security Agreement, the Security Agreement, the Subordination Agreement, the WHX Subordination Agreement, the Trademark Security Agreement, the Post-Closing Letter, any note or notes executed by a Borrower in connection with the Agreement and payable to a member of the Lender Group, and any other agreement entered into, now or in the future, by any Loan Party or any of their Subsidiaries, and the Lender Group in connection with the Agreement.

“ Permitted Liens ” means (a) Liens held by Agent to secure the Obligations, (b) Liens for unpaid taxes, assessments, or other governmental charges or levies that either (i) are not yet delinquent, or (ii) do not have priority over the Agent’s Liens and the underlying taxes, assessments, or charges or levies are the subject of Permitted Protests, (c) judgment Liens that do not constitute an Event of Default under Section 7.7 of the Agreement, (d) Liens set forth on Schedule P-2 , provided that any such Lien only secures the Indebtedness that it secures on the Closing Date and any Refinancing Indebtedness in respect thereof, (e) the interests of lessors under operating leases, (f) purchase money Liens or the interests of lessors under Capital Leases to the extent that such Liens or interests secure Permitted Purchase Money Indebtedness and so long as (i) such Lien attaches only to the asset purchased or acquired and the proceeds thereof, and (ii) such Lien only secures the Indebtedness that was incurred to acquire the asset purchased or acquired or any Refinancing Indebtedness in respect thereof, (g) Liens arising by operation of law in favor of warehousemen, landlords, carriers, mechanics, materialmen, laborers, or suppliers, incurred in the ordinary course of business and not in connection with the borrowing of money, and which Liens either (i) are for sums not yet delinquent, or (ii) are the subject of Permitted Protests, (h) Liens on amounts deposited in connection with obtaining worker’s compensation or other unemployment insurance, (i) Liens on amounts deposited in connection with the making or entering into of bids, tenders, or leases in the ordinary course of business and not in connection with the borrowing of money, (j) Liens on amounts deposited as security for surety or appeal bonds in connection with obtaining such bonds in the ordinary course of business, (k) (i) with respect to any Real Property Collatera