Waiver and First Amendment to Loan and Security Agreement among Bairnco Corporation, Subsidiary Borrowers, and Bank of America, N.A.

 Exhibit 4.30 March 23, 2007 Bairnco Corporation and the other Borrowers referred to below 300 Primera Boulevard Suite 432 Lake Mary, Florida 32746 ATTENTION: Chief Financial Officer RE: WAIVER AND FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT Ladies and Gentlemen: We refer to that certain Loan and Security Agreement dated as of as of November 9, 2006 (as at any time amended, restated, supplemented or otherwise modified, the "Loan Agreement"), among Bairnco Corporation, a Delaware corporation ("Bairnco"), Arlon, Inc., a Delaware corporation ("Arlon"), Kasco Corporation, a Delaware corporation ("Kasco"), Bertram & Graf GmbH, a Gesellschaft mit beschrankter Haftung organized under the laws of the Federal Republic of Germany ("German Borrower"), Atlantic Service Co. Ltd, a corporation organized under the laws of Canada ("Canadian Borrower"), Atlantic Service Co. (UK) Ltd., an English company ("UK Borrower"), EuroKasco S.A., a societe anonyme organized under the laws of France ("French Borrower"; and together with Bairnco, Arlon, Kasco, German Borrower and Canadian Borrower, collectively, "Borrowers"), the financial institutions party thereto from time to time as lenders (collectively, "Lenders"), and Bank of America, N.A., a national banking association, individually as a Lender ("BofA") and as Issuing Bank and in its capacity as agent for the Lenders (together with its successors in such capacity, "Agent"). Each capitalized term used herein and not otherwise defined herein shall have the meaning ascribed to such term in the Loan Agreement. Borrowers have advised Agent that an Event of Default has occurred and currently exists under the Loan Agreement as a result of Borrowers' breach of SECTION 10.2.4 of the Loan Agreement (the "Stipulated Default"). The Stipulated Default exists because on January 19, 2007, Bairnco declared a quarterly cash dividend of $0.10 per share payable on March 30, 2007, to the stockholders of Bairnco of record on the close of business on March 5, 2007 (the "Dividend"), which Dividend is not an Upstream Payment and has not satisfied the Distribution Conditions. Borrowers have requested that Agent and Lenders waive the Stipulated Default and agree to certain amendments to the Loan Agreement, and Agent and Lenders are willing to do so, upon the terms and subject to the conditions contained herein. As of the date hereof, BofA is the sole Lender. NOW, THEREFORE, for the sum of TEN DOLLARS ($10.00) in hand paid and in consideration of the premises herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby severally acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:  Bairnco Corporation and the other Borrowers March 23, 2007 Page 2 1. WAIVER OF STIPULATED DEFAULT. In reliance upon the acknowledgements, representations, warranties and agreements of Borrowers set forth herein, Agent and the sole Lender hereby waive the Stipulated Default. In no event shall anything contained herein be deemed to constitute a waiver of (a) any Default or Event of Default in existence on the date hereof or hereafter arising, other than the Stipulated Default, or (b) Borrowers' obligation to comply with all of the terms and conditions of the Loan Agreement and the other Loan Documents, as the same may be amended at any time hereafter, from and after the date hereof. 2. AMENDMENTS TO LOAN AGREEMENT. Borrowers, Agent and the sole Lender hereby agree that the Loan Agreement shall be amended as follows: (a) by deleting from SECTION 1.1 the definition of "Change of Control" in its entirety and by substituting in lieu thereof the following: CHANGE OF CONTROL - (a) Bairnco ceases to own and control, beneficially and of record, directly or indirectly, all Equity Interests in all other Borrowers; (b) a change in the majority of directors of Bairnco, unless approved by the then majority of directors; (c) all or substantially all of a Borrower's assets are sold or transferred, other than sale or transfer to another Borrower; or (d) any Person or related group of Persons acquires by way of a purchase, merger, consolidation or other business combination 66 2/3 % of the Equity Interests entitled to vote in the election of directors of a Borrower (EXCEPT THAT the acquisition by Steel Partners II, L.P., a Delaware limited partnership ("Steel Partners"), or any of its affiliates of all or substantially all of the Equity Interests entitled to vote in the election of directors of Bairnco, or the appointment of directors designated by Steel Partners or any of its affiliates to the board of directors of Bairnco, shall not constitute a "Change of Control" hereunder). (b) by adding to SECTION 1.1, in proper alphabetical sequence, the following new definitions of "Permitted Dividend," "Permitted Merger" and "Permitted Option Settlement": PERMITTED DIVIDEND - the "Dividend" as defined in that certain Waiver and First Amendment to Loan and Security Agreement dated March 23, 2007, by and among Agent, the sole Lender, and Borrowers. PERMITTED MERGER - the merger of BZ Acquisition Corp., a Delaware corporation and an affiliate of Steel Partners ("BZ"), with and into Bairnco with Bairnco continuing as the surviving entity, pursuant to that certain Agreement and Plan of Merger, dated as of February 23, 2007, by and among Steel Partners, BZ and Bairnco (the "BZ Merger Agreement"), which merger shall have satisfied each of the following conditions: (a) a copy of the certificate of merger effecting the merger shall have been delivered to and reviewed by Agent and shall be satisfactory to Agent in all respects; (b) to the extent that the Organic Documents of BZ shall become the Organic Documents of the surviving entity at the effective time of the merger, copies of such Organic Documents shall have been delivered to and reviewed by Agent and shall be satisfactory to Agent in all respects; and (c) no Lien on any Property of any Borrower, other than Permitted Liens, shall exist as a result of the merger.  Bairnco Corporation and the other Borrowers March 23, 2007 Page 3 PERMITTED OPTION SETTLEMENT - with respect to all outstanding options to purchase Equity Interests of Bairnco, the payment by Bairnco of a cash amount to each holder of such options in settlement of such options, which payment shall be consummated on the terms contemplated by the BZ Merger Agreement (or other terms satisfactory to Agent in all respects). (c) by deleting SECTION 10.2.4 in its entirety and by substituting in lieu thereof the following: 10.2.4. DISTRIBUTIONS. Declare or make any Distributions, except (i) Upstream Payments; and (ii) subject to the satisfaction of the Distribution Conditions, additional Distributions (EXCEPT THAT Bairnco shall be permitted to (A) make the Permitted Dividend, and (B) consummate the Permitted Option Settlement). (d) by deleting SECTION 10.2.10 in its entirety and by substituting in lieu thereof the following: 10.2.10. FUNDAMENTAL CHANGES. Merge, combine or consolidate with any Person, or liquidate, wind up its affairs or dissolve itself, in each case whether in a single transaction or in a series of related transactions, except for the Permitted Merger and mergers or consolidations of a wholly-owned Subsidiary with another wholly-owned Subsidiary or into a Borrower; change its name or conduct business under any fictitious name; change its tax, charter or other organizational identification number; or change its form or state of organization. (e) by deleting SECTION 10.2.12 in its entirety and by substituting in lieu thereof the following: 10.2.12. ORGANIC DOCUMENTS. Amend, modify or otherwise change any of its Organic Documents as in effect on the Closing Date (EXCEPT THAT Bairnco shall be permitted to change its Organic Documents in accordance with the conditions of the Permitted Merger). 3. ACKNOWLEDGEMENTS, REPRESENTATIONS, WARRANTIES AND AGREEMENTS. To induce Agent and the sole Lender to enter into this agreement and grant the accommodations set forth herein, Borrowers hereby: (A) acknowledge and stipulate that the Loan Agreement and the other Loan Documents executed by Borrowers are legal, valid and binding obligations of Borrowers that are enforceable against Borrowers in accordance with the terms thereof, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally; (B) waive any and all defenses, offsets and counterclaims to the Obligations existing on the date hereof; (C) represent and warrant that (i) other than the Stipulated Default, no Default or Event of Default exists on the date hereof; and (ii) this letter has been duly executed and delivered by Borrowers; and (D) agree that (i) except as otherwise expressly provided herein, nothing herein shall be deemed to waive, release, amend or modify any provision of the Loan Agreement or any of the other Loan Documents, each of which shall remain in full force and effect; (ii) notwithstanding any prior, temporary mutual disregard of any of the terms of any contracts among the parties, Borrowers shall be required strictly to comply with all of the terms of the Loan Agreement and each of the other Loan Documents on and after the date hereof; and (iii) nothing contained herein is intended to be, nor shall be construed to create, a novation or an accord and satisfaction.  Bairnco Corporation and the other Borrowers March 23, 2007 Page 4 4. RELEASE OF CLAIMS. TO INDUCE AGENT AND THE SOLE LENDER TO ENTER INTO THIS AGREEMENT AND GRANT THE ACCOMMODATIONS SET FORTH HEREIN, BORROWERS HEREBY RELEASE, ACQUIT AND FOREVER DISCHARGE AGENT AND THE SOLE LENDER, AND ALL OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS OF AGENT AND THE SOLE LENDER, FROM ANY AND ALL LIABILITIES, CLAIMS, DEMANDS, ACTIONS OR CAUSES OF ACTION OF ANY KIND OR NATURE (IF THERE BE ANY), WHETHER ABSOLUTE OR CONTINGENT, DISPUTED OR UNDISPUTED, AT LAW OR IN EQUITY, OR KNOWN OR UNKNOWN, THAT ANY BORROWER NOW HAS OR HAS EVER HAD AGAINST AGENT OR THE SOLE LENDER ARISING ON OR PRIOR TO THE DATE HEREOF UNDER OR IN CONNECTION WITH ANY OF THE LOAN DOCUMENTS. BORROWERS REPRESENT AND WARRANT TO AGENT AND THE SOLE LENDER THAT NO BORROWER HAS TRANSFERRED OR ASSIGNED TO ANY PERSON ANY CLAIM THAT SUCH BORROWER EVER HAD OR CLAIMED TO HAVE AGAINST AGENT OR THE SOLE LENDER. 5. MISCELLANEOUS. This letter shall be governed by and construed in accordance with the internal laws of the State of Georgia and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. This letter may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original but all of which shall together constitute one and the same instrument. Delivery of a manually executed counterpart of this letter by telefacsimile or electronic mail transmission shall be equally as effective as delivery of an original executed counterpart of this letter, and any party delivering a manually executed counterpart of this letter by telefacsimile or electronic mail transmission shall also deliver an original executed counterpart of this letter, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this letter. This letter shall be effective only upon receipt by Agent of a counterpart from each Borrower. If this letter is acceptable to Borrowers, please evidence Borrowers' agreement with the terms hereof by executing and returning a copy of this letter to Agent. By their signatures below, Borrowers agree that Agent's and the sole Lender's waiver and agreement to amend as set forth herein will not be effective until each condition to such waiver and agreement to amend has been fully satisfied. Very truly yours, BANK OF AMERICA, N.A., as Agent and sole Lender By: /s/ Sherry Lail --------------------------- Name: Sherry Lail Title: Senior Vice President [SIGNATURES CONTINUE ON FOLLOWING PAGE]  Bairnco Corporation and the other Borrowers March 23, 2007 Page 5 ACKNOWLEDGED AND AGREED: BORROWERS: BAIRNCO CORPORATION By: /s/ Kenneth L. Bayne ---------------------------------- Name: Kenneth L. Bayne Title: Vice President and Treasurer ARLON, INC. By: /s/ Kenneth L. Bayne ---------------------------------- Name: Kenneth L. Bayne Title: Treasurer KASCO CORPORATION By: /s/ Kenneth L. Bayne ---------------------------------- Name: Kenneth L. Bayne Title: Vice President and Treasurer BERTRAM & GRAF GMBH By: /s/ Kenneth L. Bayne ---------------------------------- Name: Kenneth L. Bayne Title: Authorized Agent of the Company ATLANTIC SERVICE CO. LTD By: /s/ Kenneth L. Bayne ---------------------------------- Name: Kenneth L. Bayne Title: Treasurer ATLANTIC SERVICE CO. (UK) LTD. By: /s/ Kenneth L. Bayne ---------------------------------- Name: Kenneth L. Bayne Title: Authorized Agent of the Company EUROKASCO, S.A. By: /s/ Kenneth L. Bayne ---------------------------------- Name: Kenneth L. Bayne Title: Authorized Agent of the Company