EXHIBIT 4.5
FOURTH AMENDMENT
TO
CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this
"Amendment"), dated as of December 1, 1995, by and between BARNES
GROUP, INC. (the "Borrower"), the Lenders parties to the Credit
Agreement (as defined below) from time to time (the "Lenders"),
and MELLON BANK, N.A., a national banking association, as Agent
(in such capacity, the "Agent").
WHEREAS, the Agent, the Lenders and the Borrower are
parties to a certain Credit Agreement dated as of December 1,
1991 (as amended, the "Credit Agreement"); and
WHEREAS, the Borrower has requested that the Lenders
extend the Revolving Credit Maturity Date for a period of one
year;
WHEREAS, the Agent, the Lenders and the Borrower desire
to amend the Credit Agreement as set forth herein; and
WHEREAS, all words and terms used in this Amendment
which are defined in the Credit Agreement are used herein with
the same meanings unless otherwise defined herein or required by
the context;
NOW, THEREFORE, in consideration of the foregoing
premises and intending to be legally bound, the Agent, the
Lenders and the Borrower hereby agree as follows:
Section 1. Extension of Revolving Credit Maturity Date.
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Pursuant to Section 2.03 of the Credit Agreement and as requested
by the Borrower in a letter to the Agent dated October 2, 1995,
the Lenders and the Agent hereby agree to extend the Revolving
Credit Maturity Date for a period of one year. On and after
December 6, 1995 (the "Effective Date"), as provided in Section
2.03 of the Credit Agreement, the Revolving Credit Maturity Date
shall be December 6, 2000, as such date may be further extended by
the Lenders pursuant to Section 2.03 of the Credit Agreement.
Section 2. Conditions. The obligation of the Agent
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and the Lenders to extend the Revolving Credit Maturity Date
shall be subject to satisfaction by the Borrower of the following
conditions precedent:
(a) The Agent shall have received (with a copy
for each Lender) the following documents dated as of
the date of the issuance of the Amendment (the "Closing
Date") and in form and substance satisfactory to the
Lenders:
(i) An executed counterpart of this Amendment;
and
(ii) A certificate signed by a duly authorized
officer of the Borrower stating that (A) the
representations and warranties contained in
Article III of the Credit Agreement (except for
Section 3.06 which continues to be true as of the
date set forth therein) are correct on and as of
the Closing Date and as though made on and as of
the Closing Date and (B) no Event of Default and
no event, act or omission which, with the giving
of notice or the lapse of time or both, would
constitute such an Event of Default has occurred
and is continuing or would result from the
execution and delivery of the Amendment.
(b) The Agent shall have received (with a copy
for each Lender) such other approvals, certificates,
opinions or documents, in form and substance
satisfactory to the Lenders, as the Lenders may
reasonably request.
Section 3. Effect of Amendment. The Credit Agreement,
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as amended by this Amendment, is in all respects ratified,
approved and confirmed and shall, as so amended, remain in full
force and effect. From and after the date hereof, all references
in any document or instrument to the Credit Agreement shall mean
and include the Credit Agreement, as amended by this Amendment.
Section 4. Governing Law. This Amendment shall be
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governed by and shall be interpreted and enforced in accordance
with the laws of the State of New York.
Section 5. Counterparts. This Amendment may be
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executed in any number of counterparts and by the different
parties hereto on separate counterparts, each of which
counterparts, when so executed and delivered, shall be deemed to
be an original, and all of which counterparts, taken together,
shall constitute but one and the same Amendment.
Section 6. Expenses. The Borrower shall reimburse the
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Lenders for all costs and expenses (including fees and expenses
of counsel to the Agent) incurred in connection with this
Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective
officers thereunto duly authorized.
BARNES GROUP, INC.
By /s/ John J. Locher
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Title V.P. Treasurer
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MELLON BANK, N.A.,
individually and as Agent
By /s/ J. Paul Marotta
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Title Assistant Vice President
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CHEMICAL BANK
By /s/ Scott S. Ward
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Title Vice President
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SHAMUT BANK, N.A.
By /s/ Paul A. Veiga
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Title Vice President
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NBD BANK, N.A.
By /s/ Carolyn J. Parks
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Title Vice President
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SOCIETY NATIONAL BANK
By /s/ Lawrence A. Mack
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Title Vice President
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FLEET BANK, N.A.
By /s/ Marlene K. Haddad
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Title Vice President
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