Exhibit 4.1



 






Exhibit 4.1




FIRST AMENDMENT TO CREDIT FACILITY AGREEMENT




     THIS FIRST AMENDMENT, dated as of the 24th day of February, 2006, to that certain Amended and
Restated Credit Facility Agreement dated as of July 12, 2005 (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. Section 3.1. Section 3.1 of the Agreement shall be amended as follows:




	 	 	     3.1 Letters of Credit. Subject to the terms and conditions of this Agreement,
the Bank will make Letters of Credit available for the account of the Borrower in an
aggregate stated face amount not exceeding the lesser of (a) Ten Million Dollars
($10,000,000), and (b) the availability under the Revolving Line. Letters of Credit will be
made promptly available for the Borrower’s work in process (to support customer progress
payments) or as otherwise requested by Borrower for general business purposes. The stated
amount outstanding under all Letters of Credit at all times shall reduce, dollar for dollar,
the amount available for advances under the Revolving Line. The Letters of Credit shall be
in form satisfactory to the Bank and will be for a term of up to three (3) years from the
date of issuance, except that Letters of Credit in the aggregate face amount of
$5,000,000.00 may have maturities of up to five (5) years from the date of issuance.





     3. Section 10.4 (a). Section 10.4(a) of the Agreement shall be amended as
follows




	 	 	     (a) Except as permitted by Section 10.4 (b), make any loan or advance to, or any
investment in, any person, firm, joint venture, corporation or other entity whatsoever
exceeding $150,000 in the aggregate at any one time outstanding, except (i) short-term
investments in certificates of deposit of financial institutions and similar investments
made in the ordinary course of business; and (ii) loans to and investments in a Wholly
Owned Foreign Enterprise (the “WOFE”) to be formed in China on or about April 1, 2006 in
accordance with the letter dated February 9, 2006 from the Borrower to the Bank, which loans
and investments shall not exceed $2,500,000.00 in the aggregate.





     4. Section 10.4(b). Section 10.4(b) of the Agreement shall be amended as
follows:




	 	 	     (b) Borrower shall not make any loans, advances, or other distributions of any kind
except (i) loans and advances exceeding $500,000 in the aggregate at any one time




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	 	 	outstanding to any Affiliates of the Borrower, and (ii) additional loans and advances
to the WOFE permitted by Section 10.4(a) above, without the prior consent of the Bank, which
may be withheld in its absolute discretion.






	5.	 	Section 10.6. Section 10.6 of the Agreement shall be amended as
follows:






	 	 	     10.6 Distributions. Make any Distributions or apply any of its property or
assets to Distributions or set apart any sum or asset for the purpose of Distribution;
provided, however, that Borrower may make dividends in the aggregate maximum amount of
$600,000 per year and may repurchase or redeem stock in the aggregate maximum amount of
$600,000 per year so long as after any such transactions no Event of Default exists and the
Borrower continues to comply with Article 11 hereof.





     6. 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
constitute legal, valid and binding obligations of the Borrower, enforceable in accordance with
their respective terms. The Borrower has no defenses, offsets, claims, or counterclaims with
respect to its obligations arising under the Amendment. 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.



     7. 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.



     8. 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.



     9. 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.



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



	 	 	 	 	 	 	 	 
	BANK OF AMERICA, N.A.	 	GRAHAM CORPORATION
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ Colleen O’Brien
	 	By:	 	/s/ Ron Hansen
	 

	 	 
	 	 	 	 
	 

	 	Colleen O’Brien
	 	 	 	Ron Hansen
	Title:

	 	Vice President
	 	Title:
	 	Vice President







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