Amendment No. 4 to the Credit Agreement



 Exhibit 10.38 
  
 AMENDMENT No. 4 
  
 This AMENDMENT No. 4 (this “Amendment”) is effective as of January 13, 2005 (the “Effective Date”) among CIRCOR
INTERNATIONAL, INC., a corporation duly organized and validly existing under the laws of the State of Delaware (the “Company”); each of the Subsidiary Guarantors referred to therein (collectively, the “Subsidiary
Guarantors”); each of the lenders that is a signatory hereto (individually, a “Lender” and, collectively, the “Lenders”); and ING CAPITAL LLC, a Delaware limited liability company, as agent for the Lenders
(in such capacity, together with its successors in such capacity, the “Agent”). 
  
 The Company, the Subsidiary Guarantors, the Lenders and the Agent are parties to a Credit Agreement dated as of October 18, 1999 (as heretofore modified
and supplemented and in effect on the date hereof, the “Credit Agreement”). The Company, the Subsidiary Guarantors, the Lenders and the Agent wish to amend the Credit Agreement in certain respects and, accordingly, the parties
hereto hereby agree as follows: 
  
 SECTION 1.
Definitions. Except as otherwise defined in this Amendment, terms defined in the Credit Agreement are used herein as defined therein. 
  
 SECTION 2. Amendment. Subject to the satisfaction of the conditions precedent specified in Section 4 below, but effective as of the Effective Date,
the Credit Agreement shall be amended as follows: 
  
 2.01.
Tangible Net Worth. Section 9.11 of the Credit Agreement shall be amended in its entirety to read as follows: 
  
 “9.11 Tangible Net Worth. The Company will not permit its Tangible Net Worth as at the last day of any fiscal quarter of the
Company to be less than the sum of (a) $90,000,000 plus (b) 50% of Net Income for each fiscal quarter of the Company ending after June 30, 2002 for which Net Income is a positive number.” 
  
 SECTION 3. Representations and Warranties. The Company and the
Subsidiary Guarantors represent and warrant to the Lenders that the representations and warranties set forth in Section 8 of the Credit Agreement (after giving effect to the amendments to the Credit Agreement provided for by this Amendment No. 4)
are true and complete on the Effective Date as if made on and as of the Effective Date and as if each reference in said Section 8 to “this Agreement” included reference to this Amendment (or, if any such representation and warranty is
expressly to be made as of a specific date, as of such specific date). 
  
 SECTION 4. Conditions Precedent. As provided in Section 2 above, the amendments to the Credit Agreement set forth in said Section 2 shall become effective, as of the Effective Date, upon the satisfaction of the following conditions
precedent: 
  
 4.01. Execution by All Parties. This
Amendment No. 4 shall have been executed and delivered by the Company, the Subsidiary Guarantors and Lenders constituting Majority Lenders. 







 4.02. Consummation of Acquisition. The Agent shall have received evidence satisfactory to it that
that the Company shall have consummated the acquisition of all of the capital stock of Loud Engineering & Manufacturing, Inc. 
  
 4.03. Required Debt Modifications. The Agent shall have received copies of an amendment, waiver or other arrangement with respect to each document
governing Indebtedness of the Company that includes a covenant to maintain a specified net worth that must be modified to permit the consummation of the acquisition described in Section 4.02 hereof, effecting such modification, each of which shall
be in form and substance satisfactory to the Agent. 
  
 4.04.
Other Documents. Such other documents as the Agent or any Lender or special New York counsel to ING may reasonably request. 
  
 SECTION 5. Miscellaneous. Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect. This Amendment may
be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Amendment by signing any such counterpart. This Amendment shall be governed by, and
construed in accordance with, the law of the State of New York. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of
the day and year first above written. 
  

			
	CIRCOR INTERNATIONAL, INC.
		
	 By
	 	 /s/ Kenneth W. Smith


	 Title:
	 	 Vice President, Finance, and CFO

	
	 SUBSIDIARY GUARANTORS

	
	 AERODYNE CONTROLS, INC

		
	 By
	 	 /s/ Kenneth W. Smith


	 Name:
	 	 Kenneth W. Smith

	 Title:
	 	 Vice President

	
	 CIRCOR, INC.

		
	 By
	 	 /s/ Kenneth W. Smith


	 Name:
	 	 Kenneth W. Smith

	 Title:
	 	 Vice President

	
	 CIRCOR BUSINESS TRUST

		
	 By
	 	 /s/ Kenneth W. Smith


	 Name:
	 	 Kenneth W. Smith

	 Title:
	 	 Vice President

	
	 CIRCOR GERMAN HOLDINGS LLC

		
	 By
	 	 /s/ Kenneth W. Smith


	 Name:
	 	 Kenneth W. Smith

	 Title:
	 	 Vice President



  

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	CIRCOR IP HOLDING CO.
		
	 By
	 	 /s/ Kenneth W. Smith


	 Name:
	 	Kenneth W. Smith
	 Title:
	 	Vice President
	
	CIRCLE SEAL CONTROLS, INC.
		
	By	 	 /s/ Kenneth W. Smith


	Name:	 	Kenneth W. Smith
	 Title:
	 	Vice President
	
	CIRCOR SECURITIES CORP.
		
	By	 	 /s/ Kenneth W. Smith


	Name:	 	Kenneth W. Smith
	 Title:
	 	Vice President
	
	DOPAK, INC.
		
	By	 	 /s/ Kenneth W. Smith


	Name:	 	Kenneth W. Smith
	Title:	 	Vice President
	
	HOKE, INC.
		
	By	 	 /s/ Kenneth W. Smith


	Name:	 	Kenneth W. Smith
	Title:	 	Vice President
	
	HOKE-INTERNATIONAL, LTD.
		
	By	 	 /s/ Kenneth W. Smith


	Name:	 	Kenneth W. Smith
	Title:	 	Vice President


  

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	 HYDROSEAL VALVE COMPANY, INC.

		
	 By
	 	 /s/ Kenneth W. Smith


	 Name:
	 	 Kenneth W. Smith

	 Title:
	 	 Vice President

	
	 KF INDUSTRIES, INC.

		
	 By
	 	 /s/ Kenneth W. Smith


	 Name:
	 	 Kenneth W. Smith

	 Title:
	 	 Vice President

	
	 LESLIE CONTROLS, INC.

		
	 By
	 	 /s/ Kenneth W. Smith


	 Name:
	 	 Kenneth W. Smith

	 Title:
	 	 Vice President

	
	 MALLARD CONTROL COMPANY

		
	 By
	 	 /s/ Kenneth W. Smith


	 Name:
	 	 Kenneth W. Smith

	 Title:
	 	 Vice President

	
	 SPENCE ENGINEERING COMPANY, INC.

		
	 By
	 	 /s/ Kenneth W. Smith


	 Name:
	 	 Kenneth W. Smith

	 Title:
	 	 Vice President

	
	 TEXAS SAMPLING, INC.

		
	 By
	 	 /s/ Kenneth W. Smith


	 Name:
	 	 Kenneth W. Smith

	 Title:
	 	 Vice President



  

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	ING CAPITAL LLC
		
	By	 	 /s/ Thomas R. Hobbis


	Name:	 	Thomas R. Hobbis
	Title:	 	Director
	
	BANKNORTH, N.A.
		
	By	 	 /s/ John R. Sundstrom


	Name:	 	John R. Sundstrom
	Title:	 	Senior Vice President
	
	KEYBANK NATIONAL ASSOCIATION
		
	By	 	 /s/ Thomas J. Purcell


	Name:	 	Thomas J. Purcell
	Title:	 	Senior Vice President
	
	BANCA NAZIONALE DEL LAVORO S.P.A.
		
	By	 	 /s/ Francesco Ingargiola


	Name:	 	Francesco Ingargiola
	Title:	 	 Relationship Manager
 Credit and
Marketing

		
	By	 	 /s/ Francesco Di Mario


	Name:	 	Francesco Di Mario
	Title:	 	 Senior Manager
 Credit and
Marketing



  

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	ING CAPITAL LLC, as Agent
		
	By	 	 /s/ Thomas R. Hobbis


	Name:	 	Thomas R. Hobbis
	Title:	 	Director


  

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