EX-4.1



 





EXHIBIT 4.1




FOURTH AMENDMENT TO CREDIT FACILITY AGREEMENT




     THIS FOURTH AMENDMENT, dated as of the 7th day of March, 2007, to that certain Amended and
Restated Credit Facility Agreement dated as of July 12, 2005, as amended by a First Amendment to
Credit Facility Agreement dated as of February 24, 2006, a Second Amendment to Credit Facility
Agreement dated as of June 14, 2006, and a Third Amendment to Credit Facility Agreement dated as of
September 20, 2006 (as so amended, the “Agreement”), between BANK OF AMERICA, N.A., a national
banking association and successor by merger to Fleet National Bank, having an office at One East
Avenue, Rochester, New York 14638 (the “Bank”), and GRAHAM CORPORATION, a corporation formed under
the laws of the State of Delaware with offices at 20 Florence Avenue, Batavia, New York 14020 (the
“Borrower”).



     The parties hereby agree as follows:



     1. Agreement Ratified. Except as expressly amended hereby, the Agreement is in all
respects ratified and confirmed, and all of the terms, provisions and conditions thereof shall be
and remain in full force and effect, and this Amendment and all of its terms, provisions and
conditions shall be deemed to be a part of the Agreement. All capitalized terms used herein and
not defined shall have the meanings given them in the Agreement.



     2. The definition of “Applicable LIBOR Margin” in Section 1.1 of the Agreement is hereby
amended to read as follows:




     “Applicable LIBOR Margin” shall mean the following amounts for the following respective
ratios of Total Liabilities to Tangible Net Worth, calculated for the Borrower on a
consolidated basis and without duplication in accordance with GAAP:



	 	 	 	 	 	 	 	 
	 
	 	 	 	 	Margin	 
	 	Leverage Ratio	 	 	(Basis Points)	 
	 	>1.50 to 1.0

	 	 	 	200	 	 
	 	£ 1.50 and >1.25 to 1.0

	 	 	 	150	 	 
	 	£ 1.25 and >1.00 to 1.0

	 	 	 	125	 	 
	 	£ 1.00 and >75 to 1.0

	 	 	 	100	 	 
	 	£ 0.75 to 1.0

	 	 	 	75	 	 
	 





     3. The definition of “Applicable Prime Rate Margin” in Section 1.1 of the Agreement is
hereby amended to read as follows:




     “Applicable Prime Rate Margin” shall mean the following amounts for the following
respective ratios of Total Liabilities to Tangible Net Worth, calculated for the Borrower on
a consolidated basis and without duplication in accordance with GAAP:



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	 	 	 	 	Margin	 
	 	Leverage Ratio	 	 	(Percentage Points)	 
	 	>1.50 to 1.0

	 	 	-0.25%	 
	 	£ 1.50 and >1.25 to 1.0

	 	 	-0.50%	 
	 	£ 1.25 and >1.00 to 1.0

	 	 	-0.75%	 
	 	£ 1.00 and >0.75 to 1.0

	 	 	-1.00%	 
	 	£ 0.75 to 1.0

	 	 	-1.25%	 
	 





     4. Section 3.2 of the Agreement is hereby amended to read as follows:




     3.2 Commissions. The Borrower or Graham China, as the case may be, will pay
commissions to the Bank on the date of issuance of each Letter of Credit and Bank Guarantee
and on each anniversary date thereafter if the Letter of Credit or Bank Guarantee is renewed
or has a maturity in excess of one year from the date of issuance, at the per annum rate
equal to the then Applicable LIBOR Margin for Standby Letters of Credit and for Bank
Guarantees, and one-quarter of one percent (0.25%) of the undrawn amount thereof for
Documentary Letters of Credit. Commissions on Letters of Credit and Bank Guarantees having
maturities of less than one year remaining shall be charged ratably. In addition, the
Borrower or Graham China, as the case may be, will pay to the Bank a $150 administrative fee
for each Letter of Credit and Bank Guarantee issued pursuant to this Agreement.



     5. Representations and Warranties. The Borrower confirms the accuracy of and remakes
as of the date hereof all of its representations, warranties contained in the Agreement. The
Borrower further represents and warrants to the Bank that all necessary action on the part of the
Borrower relating to authorization of the execution and delivery of this Amendment, and the
performance of the Obligations of the Borrower thereunder has been taken. This Amendment
constitutes the legal, valid and binding obligation of the Borrower, enforceable in accordance with
its terms. The execution and delivery by the Borrower of the Amendment, and the performance by the
Borrower of the Amendment, will not violate any provision of law or the Borrower’s Certificate of
Incorporation or By-laws or organizational or other documents or agreements. The execution,
delivery and performance of the Amendment, and the consummation of the transactions contemplated
thereby will not violate, be in conflict with, result in a breach of, or constitute a default under
any agreement to which the Borrower is a party or by which any of its properties is bound, or any
order, writ, injunction, or decree of any court or governmental instrumentality, and will not
result in the creation or imposition of any lien, charge or encumbrance upon any of its properties.



     6. No Events of Default. The Borrower confirms that as of the date hereof, there
exists no condition or event that constitutes (or that would after expiration of applicable grace
or cure periods constitute) an Event of Default as described in Article 14 of the Agreement.



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     7. No Offsets. As of the date hereof, the Borrower has no defenses, offsets, claims or
counterclaims with respect to its obligations arising under the Agreement or this Amendment and all
related documents and instruments.



     8. Governing Law. This Amendment, together with all of the rights and obligations of
the parties hereto, shall be construed and interpreted in accordance with the laws of the State of
New York, excluding the laws applicable to conflicts or choice of law.



     IN WITNESS WHEREOF, the parties have executed this Amendment on the date first above written.



	 	 	 	 	 	 	 	 	 
	BANK OF AMERICA, N.A.

	 	 	 	GRAHAM CORPORATION


	By:

	 	 	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	Colleen O’Brien

Vice President
	 	 	 	 	 	Ron Hansen

Vice President







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