Barnes (B) 10-K 2006 FY Annual report

Exhibit 4.3 (vi)

February 12, 2007

BARNES GROUP INC.

123 Main Street

Bristol, CT 06010

Attn: Lawrence W. O’Brien

Vice President and Treasurer

LETTER AMENDMENT

Re: Note Purchase Agreements, each dated as of November 21, 2000 (collectively, as amended, the “Note Purchase Agreement”) by and between BARNES GROUP INC. (the “Company”) and each of THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, ALLSTATE LIFE INSURANCE COMPANY, NATIONWIDE LIFE INSURANCE COMPANY, NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY and NATIONWIDE INDEMNITY COMPANY (collectively, the “Noteholders”)

Ladies and Gentlemen:

Reference is made to the Note Purchase Agreement; capitalized terms used in this letter amendment (this “Letter Amendment”) and not otherwise defined herein having the meaning provided in the Note Purchase Agreement.

The Noteholders and Company hereby agree that, effective as of January 11, 2006, the Note Purchase Agreement shall be amended as follows:

(i) Section 7.6(a)(vii) of the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows:

“(vii) other liens, that in the aggregate, when combined with all Indebtedness of Subsidiaries permitted to exist by Section 7.7(b) would not, at any time, exceed 15% of Consolidated Assets determined as of the end of the then most recently completed fiscal year of the Company.”

(ii) Section 7.7(b) of the Note Purchase Agreement shall be amended and restated in its entirety to read as follows:

“(b) Notwithstanding the foregoing, the Company will not permit any of its Subsidiaries to, directly or indirectly incur, create, assume or permit to exist any Indebtedness unless (1) all Indebtedness of Subsidiaries (other than

Indebtedness of Foreign Subsidiaries all of whose lenders are party to the Sharing Agreement)plus (2) all Indebtedness of the Company secured by Liens permitted to exist by Section 7.6(a)(vii), shall not at any time exceed 15% of Consolidated Assets determined as of the end of the most recently completed fiscal year of the Company.”

This Letter Amendment shall become effective upon the satisfaction in full of the following conditions precedent: (i) the Company and the holders of 66-2/3% of the aggregate outstanding principal amount of Notes shall have executed this Letter Amendment and (ii) the Noteholders’ counsel shall have received a copy of the Letter Amendment, dated the date hereof, to those separate Note Agreements, each dated as of November 12, 1999 (as amended), executed by the requisite percentage of the holders of the notes issued thereunder to be effective.

Except as expressly provided in this Letter Amendment, the Note Purchase Agreement and the Notes shall remain in full force and effect, without modification or amendment. This Letter Amendment shall be binding upon, and shall inure to the benefit of, the successors and assigns of each of the parties hereto and the holders from time to time of the Notes.

The Company shall promptly pay all reasonable expenses relating to this Letter Amendment, including but not limited to the reasonable fees and disbursements of Bingham McCutchen LLP, special counsel to the Noteholders.

Two or more duplicate originals of this Letter Amendment may be signed by the parties, each of which shall be an original but all of which together shall constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by at least 66-2/3% of the holders of aggregate outstanding principal amount of Notes. Delivery of an executed signature page by facsimile or electronic transmission shall be as effective as a manually signed counterpart of this Letter Amendment.

THIS LETTER AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF CONNECTICUT EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE.

[Remainder of page intentionally blank.]

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Very truly yours,
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By:	/s/ Yvonne Guajardo
Name:	Yvonne Guajardo
Title:	Vice President

[Signature Page to Letter Amendment to 2000 Barnes Note Agreement]

ALLSTATE LIFE INSURANCE COMPANY
By:	/s/ David Walsh
Name:	David Walsh
By:	/s/ Charles D. Mires
Name:	Charles D. Mires
	Authorized Signatories

[Signature Page to Letter Amendment to 2000 Barnes Note Agreement]

NATIONWIDE LIFE INSURANCE COMPANY
By:	/s/ Joseph P. Young
Name:	Joseph P. Young
Title:	Authorized Signatory

NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY
By:	/s/ Joseph P. Young
Name:	Joseph P. Young
Title:	Authorized Signatory

NATIONWIDE INDEMNITY COMPANY
By:	/s/ Joseph P. Young
Name:	Joseph P. Young
Title:	Authorized Signatory

[Signature Page to Letter Amendment to 2000 Banes Note Agreement]

Acknowledged and agreed as of the date first written above:

BARNES GROUP INC.
By:	/s/ Lawrence W. O’Brien
Name:	Lawrence W. O’Brien
Title:	Vice President and Treasurer
By:	/s/ William C. Denniger
Name:	William C. Denninger
Title:	Senior Vice President, Finance and Chief Financial Officer

[Signature Page to Letter Amendment to 2000 Banes Note Agreement]