Amendment Agreement No. 9 Dated May 17, 2004



 






EXHIBIT 4.1(i)




AMENDMENT AGREEMENT NO. 9

TO CREDIT AGREEMENT




     THIS AMENDMENT AGREEMENT (this “Amendment Agreement”) is made and entered
into as of this 17th day of May, 2004, by and among INSTEEL INDUSTRIES, INC., a
North Carolina corporation (herein called the “Borrower”), BANK OF AMERICA,
N.A., a national banking association (the “Agent”), as Agent for the lenders
(the “Lenders”) party to the Credit Agreement dated January 31, 2000 as amended
by the Amendment Agreement No. 1 to Credit Agreement dated January 12, 2001, by
the Supplement to Amendment Agreement No. 1 to the Credit Agreement effective
January 12, 2001, by the Amendment Agreement No. 2 to Credit Agreement dated
May 21, 2001, by Amendment Agreement No. 3 to Credit Agreement dated August 9,
2001, by Amendment Agreement No. 4 to Credit Agreement dated November 16, 2001,
by Amendment Agreement No. 5 to Credit Agreement dated January 28, 2002, by
Amendment Agreement No. 6 to Credit Agreement and Equity Appreciation Rights
Agreement dated May 10, 2002, by Amendment Agreement No. 7 to Credit Agreement
and Equity Appreciation Rights Agreement dated February 18, 2003 and by
Amendment Agreement No. 8 to Credit Agreement and Equity Appreciation Rights
Agreement dated March 24, 2004 (collectively the “Agreement”) among the
Borrower, the Agent, and the Lenders, and the UNDERSIGNED LENDERS.



WITNESSETH:




     WHEREAS, the parties hereto have entered into the Agreement pursuant to
which the Lenders have agreed to make loans to the Borrower as evidenced by the
Notes (as defined in the Agreement) and to issue Letters of Credit for the
benefit of the Borrower; and



     WHEREAS, as a condition to the making of the loans pursuant to the
Agreement the Lenders have required that the Subsidiaries of the Borrower
guarantee payment of all Obligations of the Borrower arising under the
Agreement; and



     WHEREAS, the Borrower has requested that the Lenders further amend the
Agreement in the manner described herein; and



     WHEREAS, the Lenders are willing to further amend the Agreement subject to
the terms and conditions set forth herein;



     NOW, THEREFORE, the Borrower, the Agent and the Lenders do hereby agree as
follows:



     1. Definitions. The term “Agreement” as used herein and in the Loan
Documents (as defined in the Agreement) shall mean the Agreement as hereinafter
amended and modified. Unless the context otherwise requires, all terms used
herein without definition shall have the definition provided therefor in the
Agreement.



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     2. Amendment to Agreement. Subject to the conditions set forth herein, the
Agreement is hereby amended, effective as of the date of this Amendment No. 9
as follows:




     (a) The definition of “Stated Termination Date” in Section 1.1 is
hereby amended in its entirety so that as amended it shall read as
follows:




     ”‘Stated Termination Date’ means June 4, 2004.”




     (b) The definition of “Term Loan Maturity Date” in Section 1.1 is
hereby amended in its entirety so that as amended it shall read as
follows:




     ”‘Term Loan Maturity Date’ means June 4, 2004.”



     3. Subsidiary Consents. Each Subsidiary of the Borrower that has
delivered a Guaranty to the Agent has joined in the execution of this Amendment
Agreement for the purpose of (i) agreeing to the amendment to the Agreement and
(ii) confirming its guarantee of payment of all the Obligations.



     4. Wilmington, Delaware Facility. Pursuant to Section 5.4 and Amendment
Agreement No. 8, on or before June 4, 2004 Insteel Wire Products Company shall
deliver to the Agent a Mortgage with respect to the Wilmington, Delaware
facility and the related Mortgage Property Support Documents.



     5. Representations and Warranties. The Borrower hereby represents,
warrants and covenants that:




     (a) The representations and warranties made by Borrower in Article
VIII of the Agreement are true on and as of the date hereof except that
the financial statements referred to in Section 8.6(a) shall be those
most recently furnished to each Lender pursuant to Section 9.1;




     (b) There has been no material adverse change in the condition,
financial or otherwise, of the Borrower and its Subsidiaries since the
date of the most recent financials, other than changes in the ordinary
course of business, none of which has been a material adverse change;




     (c) The business and properties of the Borrower and its Subsidiaries
are not and have not been adversely affected in any substantial way as
the result of any fire, explosion, earthquake, accident, strike, lockout,
combination of workers, flood, embargo, riot, activities of armed forces,
war or acts of God or the public enemy, or cancellation or loss of any
major contracts; and




     (d) After giving effect to this Amendment Agreement
(including the waivers by the Lenders set forth herein), no
event has occurred and no condition exists which, upon the
consummation of the transaction contemplated hereby,
constitutes a Default or


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an Event of Default on the part of
the Borrower under the Agreement, the Notes or any other Loan
Document either immediately or with the lapse of time or the
giving of notice, or both.



     6. Amendment Fees. Borrower agrees to pay an amendment fee with respect
to this Amendment Agreement of $50,000 which is due and payable upon execution
of this Amendment Agreement.



     7. Conditions. This Amendment Agreement shall become effective upon the
Borrower delivering or causing to be delivered to the Agent the following:




     (i) five (5) counterparts of this Amendment Agreement duly executed
by the Borrower, the Agent and the Lenders and consented to by each of
the Subsidiaries;




     (ii) copy of resolutions adopted by the Board of Directors of the
Borrower and each Guarantor approving this Amendment Agreement and
authorizing its execution certified by the Secretary or Assistant
Secretary to be a true and correct copy duly adopted; and




     (iii) all other fees and expenses, including the Agent’s fees, due
in connection with this Amendment Agreement.



     8. Acknowledgment; Release. The Borrower and the Guarantors acknowledge
that they have no existing defense, counterclaim, offset, cross-complaint,
claim or demand of any kind or nature whatsoever that can be asserted to reduce
or eliminate all or any part of any of their respective liability to pay the
full indebtedness outstanding under the terms of the Agreement and any other
Loan Documents which evidence, guaranty or secure the Obligations. The
Borrower and the Guarantors hereby release and forever discharge the Agent, the
Lenders and all of their officers, directors, employees, attorneys, consultants
and agents from any and all actions, causes of action, debts, dues, claims,
demands, liabilities and obligations of every kind and nature, both in law and
in equity, known or unknown, whether matured or unmatured, absolute or
contingent.



     9. Costs and Expenses. The Borrower agrees to pay all costs and expenses
associated with the preparation, due diligence, administration and enforcement
of all documentation executed in connection with the Amendment Agreement,
including without limitation, the legal fees and out-of-pocket expenses of
counsel to the Agent. The Borrower also agrees to pay the expenses of the
Agent and the Lenders in connection with Collateral review, field audits and
retention of consultants.



     10. Entire Agreement. This Amendment Agreement sets forth the entire
understanding and agreement of the parties hereto in relation to the subject
matter hereof and supersedes any prior negotiations and agreements among the
parties relative to such subject matter. No promise, conditions,
representation or warranty, express or implied, not herein set forth shall bind
any party hereto, and no one of them has relied on any such promise, condition,
representation or warranty. Each of the parties hereto acknowledges that,
except as in this



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Amendment Agreement otherwise expressly stated, no
representations, warranties or commitments, express or implied, have been made
by any other party to the other. None of the terms or conditions of this
Amendment Agreement may be changed, modified, waived or canceled orally or
otherwise, except by writing, in the manner provided in the Agreement,
specifying such change, modification, waiver or cancellation of such terms or
conditions, or of any proceeding or succeeding breach thereof.



     11. Full Force and Effect of Agreement. Except as hereby specifically
amended, modified or supplemented, the Agreement and all of the other Loan
Documents are hereby confirmed and ratified in all respects and shall remain in
full force and effect according to their respective terms.



[Remainder of page intentionally left blank.]




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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Agreement to be duly executed by their duly authorized officers, all as of the
day and year first above written.



	 	 	 	 	 	 	 
	 	 	 	 	BORROWER:
	 	 	 	 	 	 	 
	 	 	 	 	INSTEEL INDUSTRIES, INC.
	 	 	 	 	 	 	 
	WITNESS:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	/s/ Gary D. Kniskern	 	By:	 	/s/ Michael C. Gazmarian
	
 	 	 	 	
 
	Print Name:	 	
Gary D. Kniskern



	 	Name:


Title:
	 	Michael C. Gazmarian



CFO and Treasurer



	 	 	 	 	 	 	 
	/s/ Sheila M. Spencer	 	 	 	 
	
 	 	 	 	 
	Print Name:	 	
Sheila M. Spencer


	 	 	 	 







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GUARANTORS:

INSTEEL WIRE PRODUCTS COMPANY

INTERCONTINENTAL METALS CORPORATION



	 	 	 	 	 	 	 
	BORROWER:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	INSTEEL INDUSTRIES, INC.
	 	 	 	 	 	 	 
	WITNESS:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	/s/ Gary D. Kniskern	 	By:	 	/s/ Michael C. Gazmarian
	
 	 	 	 	
 
	Print Name:	 	
Gary D. Kniskern



	 	Name:


Title:
	 	Michael C. Gazmarian



CFO and Treasurer



	 	 	 	 	 	 	 
	/s/ Sheila M. Spencer	 	 	 	 
	
 	 	 	 	 
	Print Name:	 	
Sheila M. Spencer


	 	 	 	 







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	 	 	 	 	BANK OF AMERICA, N.A.,

as Agent for the Lenders
	 	 	 	 	By:
	 	/s/ Laura B. Schmuck



	 	 	 	 	Name:


Title:
	 	Laura B. Schmuck



Assistant Vice President



	 	 	 	 	BANK OF AMERICA, N.A.,

as a Lender
	 	 	 	 	By:
	 	/s/ John P. McDuffie



	 	 	 	 	Name:


Title:
	 	John P. McDuffie



Senior Vice President



	 	 	 	 	BANC OF AMERICA STRATEGIC

SOLUTIONS, INC., as a Lender
	 	 	 	 	By:
	 	/s/ David H. Strickert



	 	 	 	 	Name:
	 	David H. Strickert










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	 	 	 	 	BRANCH BANKING AND TRUST COMPANY
	 	 	 	 	By:
	 	/s/ Richard C.F. Spencer



	 	 	 	 	Name:


Title:
	 	Richard C.F. Spencer



Senior Vice President










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	 	 	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION,
	 	 	 	 	By:
	 	/s/ Elizabeth D. Morris



	 	 	 	 	Name:


Title:
	 	Elizabeth D. Morris



Director










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	 	 	 	 	PNC BANK, N.A., as successor in interest to

National Bank of Canada, a Canadian chartered bank
	 	 	 	 	By:
	 	/s/ Robert T. Orzechowski



	 	 	 	 	Name:


Title:
	 	Robert T. Orzechowski



Assistant Vice President










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