EXHIBIT 4
SECOND AMENDMENT AGREEMENT
TO THE AMENDED AND RESTATED CREDIT AGREEMENT
Second amendment agreement ("Amendment Agreement") made as of the
31st day of May, l994, by and among THE TIMKEN COMPANY, an Ohio
corporation ("Borrower"), SOCIETY NATIONAL BANK ("Society"),
successor by merger to Ameritrust Company National Association,
the various other commercial banking institutions signatories
hereto, together with Society (the "Banks"), and Society, as
Agent (the "Agent") for the Banks.
WHEREAS, Borrower, Banks and Agent are parties to a certain
Amended and Restated Credit Agreement dated as of December 31,
1991, as amended by a First Amendment Agreement dated February
26, 1993, which provides, among other things, for a revolving
credit in the aggregate principal amount of Three Hundred Million
Dollars ($300,000,000) at any one time outstanding, all upon
certain terms and conditions (the "Credit Agreement");
WHEREAS, CANADIAN IMPERIAL BANK OF COMMERCE ("Canadian") desires
to withdraw as a lender under the Credit Agreement, and the Banks
desire to assume the Commitment of Canadian;
WHEREAS, Borrower, Banks and Agent desire to further amend the
Credit Agreement by extending the Commitment Period to August 31,
1997, by amending Annex A to the Credit Agreement and by making
certain other amendments thereto;
WHEREAS, each term used herein shall be defined in accordance
with the Credit Agreement;
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants herein and for other valuable considerations,
Borrower, Banks and Agent agree as follows:
1. The Credit Agreement is hereby amended by deleting the
definition of "Commitment Period" in Article I in its entirety,
and substituting the following in place thereof:
"'Commitment Period' shall mean the period from the date
hereof to August 31, 1997."
2. The Credit Agreement is hereby amended by deleting the
definition of "Consolidated Net Worth" in Article I in its
entirety, and substituting the following in place thereof:
"'Consolidated Net Worth' shall mean the excess of the net
book value (after deduction of all applicable reserves and
excluding any re-appraisal or write-up of assets) of the
assets (other than patents, good will and treasury stock
created subsequent to May 1, 1994) plus the absolute dollar
amount of consolidated Foreign Currency Translation
Adjustment losses (or minus gains) incurred subsequent to
January 1, 1993 of Borrower and its Consolidated
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Subsidiaries over all of their liabilities, as determined on
a consolidated basis in accordance with generally accepted
accounting principles applied on a basis consistent with
their present accounting procedures; provided, that the
initial impact of applying any standard pertaining to the
financial reporting of pension liabilities or any other
material changes in accounting standards prescribed by the
Securities and Exchange Commission, the Financial Accounting
Standards Board, the American Institute of Certified Public
Accountants, or any other body prescribing accounting
standards which Borrower and its Consolidated Subsidiaries
may be required or may elect to follow and promulgated after
December 31, l991, shall not be taken into account in
computing Consolidated Net Worth hereunder. As used herein,
'Foreign Currency Translation Adjustment' shall mean the
exchange rate gain or loss on conversion of net assets
located outside of the United States, as reported separately
in the "Shareholders Equity" section on Borrower's balance
sheet and determined in accordance with generally accepted
accounting principles."
3. The Credit Agreement is hereby amended by deleting the date
"August 31, 1996" wherever it appears in Section 2.1, and
substituting for that deleted date, the date "August 31, 1997".
4. The Credit Agreement is hereby amended by deleting Section
6.7 in its entirety, and substituting the following in place
thereof:
"SECTION 6.7. NET WORTH. Borrower will not suffer or
permit its Consolidated Net Worth at any time to fall below
an amount equal to the aggregate of (i) Nine Hundred Million
Dollars ($900,000,000), plus (ii) thirty-three and one third
percent (33 1/3%) of Borrower's Consolidated Net After-Tax
Earnings for each fiscal quarter (other than any fiscal
quarter in which Borrower's Consolidated Net After-Tax
Earnings is negative), commencing with Borrower's fiscal
quarter ending June 30, 1994, calculated on a cumulative
basis."
5. The Credit Agreement is hereby amended by deleting Annex A,
and substituting in place thereof, a new Annex A in the form of
Annex A attached hereto.
6. The Credit Agreement is hereby amended by deleting Exhibit A
and Exhibit A-1 and substituting in place thereof, new Exhibit A
and new Exhibit A-1 in the form of Exhibit A and Exhibit A-1
attached hereto.
7. Canadian is hereby removed as a Bank under the Credit
Agreement and from the date hereof shall have no further rights
or obligations thereunder. Canadian hereby agrees to promptly
return its Notes marked "Cancelled" to Borrower.
8. Concurrently with the execution of this Amendment Agreement,
Borrower shall execute and deliver to each Bank (other than
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Canadian) a Revolving Credit Note (Prime Rate Loans and Domestic
Fixed Rate Loans) and a Revolving Credit Note (LIBOR Loans), each
dated of even date hereof, and being in the form and substance of
Exhibit A and Exhibit A-1 attached hereto with the blanks
appropriate filled. After receipt of such new promissory notes,
each Bank will mark the promissory notes being replaced hereby
"Replaced" and return the same to Borrower.
9. Borrower hereby represents and warrants to Bank that (a)
Borrower has the legal power and authority to execute and deliver
this Amendment Agreement; (b) the officials executing this
Amendment Agreement have been duly authorized to execute and
deliver the same and bind Borrower with respect to the provisions
hereof; (c) the execution and delivery hereof by Borrower and the
performance and observance by Borrower of the provisions hereof
do not violate or conflict with the organizational agreements of
Borrower or any law applicable to Borrower or result in a breach
of any provision of or constitute a default under any other
agreement, instrument or document binding upon or enforceable
against Borrower; (d) as of the date of this Amendment Agreement,
the representations and warranties contained in Article VII of
the Credit Agreement are true and correct, and (e) this
Amendment Agreement constitutes a valid and binding obligation of
Borrower in every respect, enforceable in accordance with its
terms.
10. No Possible Default exists under the credit agreement, nor
will any occur immediately after the execution and delivery of
this Amendment Agreement by the performance or observance of any
provision hereof.
11. Each reference to the credit agreement that is made in the
credit agreement or any other writing shall hereafter be
construed as a reference to the credit agreement as amended
hereby. Except as herein otherwise specifically provided, all
provisions of the credit agreement shall remain in full force and
effect and be unaffected hereby.
12. The rights and obligations of all parties hereto shall be
governed by the laws of the State of Ohio.
13. This Amendment Agreement may be executed in any number of
counterparts each of which, when so executed and delivered, shall
be an original, but such counterparts shall together constitute
one and the same instrument. After execution of this Amendment
Agreement by all the parties hereto, this Amendment Agreement
shall be effective as of May 31, 1994.
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THE TIMKEN COMPANY SOCIETY NATIONAL BANK,
individually and as Agent
By: /s/ G. E. Little
____________________________ By: /s/ J. R. MacDonald
and ____________________________ ________________________
MORGAN GUARANTY TRUST COMPANY THE BANK OF NEW YORK
OF NEW YORK
By: /s/ T. S. Broadbent By: /s/ J. M. Lokay, Jr.
____________________________ ________________________
THE BANK OF NOVA SCOTIA BANK ONE, AKRON, N.A.
By: /s/ A. S. Norsworthy By: /s/ B. McRae, Jr.
____________________________ ________________________
CREDIT SUISSE MELLON BANK, N.A.
By: /s/ W. R. Ziglar By: /s/ D. R. Finney
____________________________ _________________________
NATIONSBANK OF NORTH NBD BANK, N.A.
CAROLINA, N.A.
By: /s/ J. Johnston By: /s/ L. A. Ferris
____________________________ _________________________
THE NORTHERN TRUST COMPANY CANADIAN IMPERIAL BANK OF
COMMERCE
By: /s/ R. Jones By: /s/ M. A. Thompson
____________________________ _________________________
MIDLAND BANK, PLC
By: /s/ D. M. Phillips
____________________________
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ANNEX A
Banking Institutions Parties to the
Amended and Restated Credit Agreement
Dated as of December 31, 1991, as amended, with
The Timken Company; Commitments and Percentages
Name of Bank Maximum Amount Percentages
_________________________ ______________ ___________
SOCIETY NATIONAL BANK $ 44,906,000 14.969
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK 36,826,000 12.2753333
THE BANK OF NEW YORK 24,252,000 8.084
THE BANK OF NOVA SCOTIA 24,252,000 8.084
BANK ONE, AKRON, N.A. 24,252,000 8.084
CREDIT SUISSE 24,252,000 8.084
MELLON BANK, N.A. 24,252,000 8.084
NBD BANK, N.A. 24,252,000 8.084
THE NORTHERN TRUST COMPANY 24,252,000 8.084
NATIONSBANK OF NORTH
CAROLINA, N.A. 24,252,000 8.084
MIDLAND BANK, PLC 24,252,000 8.084
____________ ______
TOTALS $300,000,000 100.00
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EXHIBIT A
REVOLVING CREDIT NOTE
(Prime Rate Loans and Domestic Fixed Rate Loans)
$ _____________ Canton, Ohio
May___, 1994
FOR VALUE RECEIVED, the undersigned, THE TIMKEN COMPANY,
an Ohio corporation (the "Borrower"), promises to pay on August
31, 1997, to the order of
_________________________________________________________________
(the "Bank") at the Main Office of Society National Bank, Agent,
127 Public Square, Cleveland, Ohio 44114-1306, the principal sum
of
_________________________________________________________DOLLARS
or the aggregate unpaid principal amount of all Prime Rate Loans
and all Domestic Fixed Rate Loans evidenced by this note made by
the Bank to the Borrower pursuant to Section 2.1 of the credit
agreement hereinafter referred to, whichever is less, in lawful
money of the United States of America. Capitalized terms used
herein shall have the meanings ascribed to them in said credit
agreement.
The Borrower promises also to pay interest on the unpaid
principal amount of each such loan from time to time outstanding
from the date of such loan until the payment in full thereof at
the rates per annum which shall be determined in accordance with
the provisions of Section 2.1 of the credit agreement. Said
interest shall be payable on each date provided for in said
Section 2.1; provided, however, that interest on any principal
portion which is not paid when due shall be payable on demand.
The portions of the principal sum hereof from time to time
representing Prime Rate Loans and Domestic Fixed Rate Loans, and
payments of principal of either thereof, will be shown on the
grid(s) attached hereto and made a part hereof. All loans by the
Bank to the Borrower pursuant to the credit agreement (except
LIBOR Loans) and all payments on account of principal hereof
shall be recorded by the Bank prior to transfer hereof and
endorsed on such grid(s).
If this note shall not be paid at maturity, whether such
maturity occurs by reason of lapse of time or by operation of any
provision for acceleration of maturity contained in the credit
agreement hereinafter referred to, the principal hereof and the
unpaid interest thereon shall bear interest, until paid, for
Prime Rate Loans and Domestic Fixed Rate Loans at a rate per
annum which shall be two per cent (2%) above the Prime Rate from
time to time in effect. All payments of principal of and
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interest on this note shall be made in immediately available
funds.
This note is one of the Revolving Credit Notes referred to
in the amended and restated credit agreement dated as of December
31, 1991, as amended, between the Borrower, the banks named
therein and Society National Bank, as Agent, as may be amended
from time to time. Reference is made to such credit agreement
for a description of the right of the undersigned to anticipate
payments hereof, the right of the holder hereof to declare this
note due prior to its stated maturity, and other terms and
conditions upon which this note is issued.
Address:1835 Dueber Avenue THE TIMKEN COMPANY
Canton, Ohio 44706
By:____________________
and____________________
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EXHIBIT A-1
REVOLVING CREDIT NOTE
(LIBOR Loans)
$_________________ Canton, Ohio
May ___, l994
FOR VALUE RECEIVED, the undersigned, THE TIMKEN COMPANY,
an Ohio corporation (the "Borrower"), promises to pay on August
31, 1997, to the order of
_______________________________________________________________
(the "Bank") at the Main Office of Society National Bank, Agent,
127 Public Square, Cleveland, Ohio 44114-1306 the principal sum
of
________________________________________________________ DOLLARS
or the aggregate unpaid principal amount of all LIBOR Loans
evidenced by this note made by the Bank to the Borrower pursuant
to Section 2.1 of the credit agreement hereinafter referred to,
whichever is less, in lawful money of the United States of
America. Capitalized terms used herein shall have the meanings
ascribed to them in said credit agreement.
The Borrower promises also to pay interest on the unpaid
principal amount of each such loan from time to time outstanding
from the date of such loan until the payment in full thereof at
the rates per annum which shall be determined in accordance with
the provisions of Section 2.1 of the credit agreement. Said
interest shall be payable on each date provided for in said
Section 2.1; provided, however, that interest on any principal
portion which is not paid when due shall be payable on demand.
The portions of the principal sum hereof from time to time
representing LIBOR Loans, and payments of principal thereof, will
be shown on the grid(s) attached hereto and made a part hereof.
All LIBOR Loans by the Bank to the Borrower pursuant to the
credit agreement and all payments on account of principal hereof
shall be recorded by the Bank prior to transfer hereof and
endorsed on such grid(s).
If this note shall not be paid at maturity, whether such
maturity occurs by reason of lapse of time or by operation of any
provision for acceleration of maturity contained in the credit
agreement hereinafter referred to, the principal hereof and the
unpaid interest thereon shall bear interest, until paid, for
LIBOR Loans at a rate per annum which shall be two per cent (2%)
above the Prime Rate from time to time in effect. All payments
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of principal of and interest on this note shall be made in
immediately available funds.
This note is one of the Revolving Credit Notes referred to
in the amended and restated credit agreement dated as of December
31, 1991, as amended, between the Borrower, the banks named
therein and Society National Bank, as Agent, as may be amended
from time to time. Reference is made to such credit agreement
for a description of the right of the undersigned to anticipate
payments hereof, the right of the holder hereof to declare this
note due prior to its stated maturity, and other terms and
conditions upon which this note is issued.
Address:1835 Dueber Avenue THE TIMKEN COMPANY
Canton, Ohio 44706
By:____________________
and_____________________
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