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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950152-05-005179.txt : 20050615
<SEC-HEADER>0000950152-05-005179.hdr.sgml : 20050614
<ACCEPTANCE-DATETIME>20050615164536
ACCESSION NUMBER:		0000950152-05-005179
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050610
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050615
DATE AS OF CHANGE:		20050615

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			GRAHAM CORP
		CENTRAL INDEX KEY:			0000716314
		STANDARD INDUSTRIAL CLASSIFICATION:	GENERAL INDUSTRIAL MACHINERY & EQUIPMENT [3560]
		IRS NUMBER:				161194720
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-08462
		FILM NUMBER:		05897954

	BUSINESS ADDRESS:	
		STREET 1:		20 FLORENCE AVE
		STREET 2:		POST OFFICE BOX 719
		CITY:			BATAVIA
		STATE:			NY
		ZIP:			14020
		BUSINESS PHONE:		5853432216

	MAIL ADDRESS:	
		STREET 1:		20 FLORENCE AVENUE
		STREET 2:		POST OFFICE BOX 719
		CITY:			BATAVIA
		STATE:			NY
		ZIP:			14021-0719
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>l14507ae8vk.txt
<DESCRIPTION>GRAHAM CORPORATION   8-K
<TEXT>
<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported):   JUNE 10, 2005
                                                    ----------------------------


                               GRAHAM CORPORATION
- --------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


           DELAWARE                   1-8462                  16-1194720
- --------------------------------------------------------------------------------
(State or other jurisdiction of     (Commission              (IRS Employer
        incorporation)              File Number)           Identification No.)


20 FLORENCE AVENUE, BATAVIA, NEW YORK 14020                     14020
- --------------------------------------------------------------------------------
 (Address of principal executive offices)                     (Zip Code)


Registrant's telephone number, including area code:     (585) 343-2216
                                                        ------------------------

                                       N/A
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant under any of the
following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))



<PAGE>




ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         On June 10, 2005, Graham Corporation (the "Company") amended its
Amended and Restated Credit Facility Agreement dated November 3, 1999 (the
"Credit Facility") with Fleet National Bank ("Fleet") pursuant to a Fourth
Amendment to Credit Facility Agreement (the "Amendment"). The Amendment revises
the Credit Facility to make available for the Company's account letters of
credit in aggregate not to exceed the lesser of (a) $8 million or (b) the
remaining availability after borrowings under the Company's revolving line.
Before the Amendment, the Company's letter of credit capacity was a maximum of
$4 million. This Company entered into the Amendment in order to both meet the
anticipated increase in its future orders and maintain contractual progress
payments in certain sales contracts. A copy of the Amendment is attached to this
report as Exhibit 99.1.


ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(c)  Exhibits.  The following is attached as an exhibit to this Form 8-K:


   Exhibit No.                             Description
   -----------        ----------------------------------------------------------

       99.1           Fourth Amendment to Credit Facility Agreement dated as of
                      June 10, 2005.



<PAGE>



                                   SIGNATURES


        Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                GRAHAM CORPORATION


Date:  June 15, 2005            By:      /s/ J. Ronald Hansen
                                     ---------------------------
                                       J. Ronald Hansen
                                       Vice President - Finance & Administration
                                       and Chief Financial Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>l14507aexv99w1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
<PAGE>


                                                                    EXHIBIT 99.1

                  FOURTH AMENDMENT TO CREDIT FACILITY AGREEMENT


                  THIS FOURTH AMENDMENT, dated as of the 10th day of June, 2005,
to that certain Amended and Restated Credit Facility Agreement dated as of
November 3, 1999, as amended by an Amendment Number 1 dated as of November 1,
2002, Second Amendment dated as of March 31, 2004,and the Third Amendment dated
as of March 11, 2005 (the "Agreement"), between FLEET NATIONAL BANK, a national
banking association with 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:

         i) 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:

                  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) Eight Million Dollars ($8,000,000.00), or (b) the remaining
         availability under the Revolving Line for the purposes of issuing
         Letters of Credit. Letters of Credit will be made promptly available
         for the Borrower's work in process (to support customer progress
         payments) or as otherwise reasonably requested by the Borrower with
         respect to customer contracts, for warranty work on completed products.
         The stated amount outstanding under all Letters of Credit at all times
         shall reduce, dollar for dollar, the amount available for advances
         under the Letters of Credit Line. The Letters of Credit shall be in
         form satisfactory to the Bank. Up to $4,000,000 face amount of Letters
         of Credit may have maturity dates which are not more than four (4)
         years after the Revolving Line Termination Date.


         3. 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

<PAGE>

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.

         4. 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.

         5. 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.

         6. 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.

FLEET NATIONAL BANK                             GRAHAM CORPORATION



By:    /s/ Colleen O'Brien                      By:   /s/ J. Ronald Hansen

Title:   Vice President                         Title: Chief Financial Officer






</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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