FOURTH AMENDMENT AGREEMENT
TO THE AMENDED AND RESTATED CREDIT AGREEMENT
Fourth amendment agreement ("Amendment Agreement") made as
of the 15th day of August, 1995, 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 on February 26, 1993 (First
Amendment Agreement), May 31, 1994 (Second Amendment
Agreement), and November 15, 1994 (Third Amendment
Agreement), which provides, among other things, for a
revolving credit in the original aggregate amount of Three
Hundred Fifty Million Dollars ($350,000,000) at any one
time outstanding, subsequently amended to the current
aggregate amount of Two Hundred Million Dollars
($200,000,000) at any one time outstanding, all upon
certain terms and conditions (the "Credit Agreement");
WHEREAS, Borrower, Banks and Agent are parties to a
certain Revolving Credit Agreement dated November 15,
1994, which provides for a 364-day revolving credit
facility in the maximum principal amount of One Hundred
Million Dollars ($100,000,000) (the "364-Day Facility");
WHEREAS, as of the date hereof, there is no outstanding
principal or interest due and owing under the 364-Day
Facility or any Revolving Credit Note relating thereto;
WHEREAS, Borrower, Banks and Agent desire to cancel the
364 Day Facility in its entirety and to further amend the
Credit Agreement by increasing the amount of the revolving
credit to Three Hundred Million Dollars ($300,000,000), by
extending the Commitment Period to August 31, 2000, by
amending Annex A to the Credit Agreement and by making
certain other amendments thereto;
WHEREAS, each capitalized term used herein and not defined
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
consideration, 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, 2000."
2. The Credit Agreement is hereby amended by deleting
thedefinition of "LIBOR Margin" in Article I in its
entirety, and substituting the following in place thereof:
"'LIBOR Margin' shall mean Twenty-Five (25) Basis
Points so long as Moody's Investors Service, Inc.
('Moody's') or Standard & Poor's Corporation ('S&P')
accords to Borrower's bonds or debentures (or any
thereof) a ratingof A3 or higher (in the case of
Moody's), or a rating of A- or higher(in the case of
S&P); provided, however, that if at any time both
Moody's and S&P shall have lowered the ratings which
they accord any of to Borrower's bonds or debentures
to ratings the higher of which (in the case of
Moody's) is Baa1 or (in the case of S&P) is BBB+,
then during any such period and for so long as both
of such lowered ratings are in effect, the 'LIBOR
Margin' shall be increased to Thirty (30) Basis
Points; further provided, however, that if at any
time both Moody's and S&P shall have lowered the
ratings which they accord to any of Borrower's bonds
or debentures to ratings the higher of which (in the
case of Moody's) is Baa2 or (in the case of S&P) is
BBB then during any such period and for so long as
both of such lowered ratings are in effect, the
'LIBOR Margin' shall be increased to ThirtyFive (35)
Basis Points; and further provided, however, that if
at any time both Moody's and S&P shall have lowered
the ratings which they accord to any of Borrower's
bonds or debentures to ratings the higher of which
(in the case of Moody's) is Baa3 (or some lower
rating ssigned by Moody's) or (in the case of S&P) is
BBB(or some lower rating assigned by S&P) then during
any such period and for so long as both of such
lowered ratings are in effect, the 'LIBOR Margin'
shall be increased to Forty (40) Basis Points."
3. The Credit Agreement is hereby amended by deleting
the amount "Two Hundred Million and 00/100 Dollars
($200,000,000)" from the first paragraph of Section 2.1,
and substituting in place thereof, the amount "Three
Hundred Million and 00/100 Dollars ($300,000,000)".
4. The Credit Agreement is hereby amended by deleting
the date "August 31, 1999" wherever it appears in Section
2.1, and substituting for that deleted date, the date
"August 31, 2000".
5. The Credit Agreement is hereby amended by deleting
Section 2.5 in its entirety and substituting the following
in place thereof:
"SECTION 2.5. FACILITY FEES; TERMINATION OR REDUCTION OF
COMMITMENTS. Borrower agrees to pay to Agent, for the
ratable account of each Bank, as a consideration for its
Commitment hereunder, a facility fee calculated at a rate
or rates as hereinafter provided in this Section 2.5
(based on a year having 360 days and calculated for the
actual number of days elapsed) from the date hereof to and
including the last day of the Commitment Period, on the
average daily amount of such Bank's Commitment hereunder,
payable on September 30, 1995, and quarterannually
thereafter. The facility fee shall be calculated at a
rate expressed in terms of Basis Points per annum as
follows: The applicable facility fee shall be at a rate
of Ten (10) Basis Points per annum so long as Moody's
Investors Service, Inc. ('Moody's') or Standard & Poor's
Corporation ('S&P') accords to Borrower's bonds or
debentures (or any thereof) a rating of A3 or higher (in
the case of Moody's), or a ratingof Aor higher (in the
case of S&P); provided, however, that if at any time both
Moody's and S&P shall have lowered the ratings which they
accord to any of Borrower's bonds or debentures to ratings
the higher of which (in the case of Moody's) is Baa1 or
(in the case of S&P) is BBB+, then during any such period
and for so long as both of such lowered ratings are in
effect, the applicable facility fee shall be increased to
a rate of Twelve and One-Half (12.5) Basis Points per
annum; further provided, however, that if at any time both
Moody's and S&P shall have lowered the ratings which they
accord to any of Borrower's bonds or debentures to ratings
the higher of which (in the case of Moody's) is Baa2 or
(in the case of S&P) is BBB, then during any such period
and for so long as both of such lowered ratings are in
effect, the applicable facility fee shall be increased to
a rate of Fifteen (15) Basis Points per annum; and further
provided, however, that if at any time both Moody's and
S&P shall have lowered the ratings which they accord to
any of Borrower's bonds or debentures to ratings the
higher of which (in the case of Moody's) is Baa3 (or some
lower rating assigned by Moody's) or (in the case of S&P)
is BBB(or some lower rating assigned by S&P), then during
any such period and for so long as both of such lowered
ratings are in effect, the applicable facility fee shall
be increased to a rate of Twenty-Two and OneHalf (22.5)
Basis Points per annum. Borrower may at any time or from
time to time terminate in whole or ratably in part the
Commitments of the Banks hereunder to an amount not less
than the aggregate principal amount of the loans then
outstanding, by giving Agent not less than two (2)
Cleveland banking days' notice, provided that any such
partial termination shall be in an aggregate amount for
all the Banks of Ten Million Dollars ($10,000,000) or any
integral multiple thereof. The Agent shall promptly
notify each Bank of its proportionate amount and the date
of each such termination. After each such termination,
the facility fees payable hereunder shall be calculated
upon the Commitments of the Banks as so reduced. If the
Borrower terminates in whole the Commitments of the Banks,
on the effective date of such termination (the Borrower
having prepaid in full the unpaid principal balance, if
any, of the Notes outstanding together with all interest
(if any) and facility fees accrued and unpaid) all of the
Notes outstanding shall be delivered to the Agent marked
'Cancelled' and redelivered to the Borrower. Any partial
reduction in the Commitments of the Banks shall be
effective during the remainder of the Commitment Period."
6. 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.
7. 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.
8. Concurrently with the execution of this Amendment
Agreement, Borrower shall execute and deliver to each Bank
a Revolving Credit Note (Prime Rate Loans and Domestic
Fixed Rate Loans) and a Revolving Credit Note
(LIBOR Loans), of even date herewith, 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. Effective on the date hereof, the 364-Day Facility is
hereby cancelled in its entirety and shall no longer be in
force and effect. Concurrently with the execution of this
Amendment Agreement, Borrower shall pay, in good and
collected funds, all fees and expenses associated with the
364-Day Facility which are currently due and owing.
10. Borrower hereby represents and warrants to the Agent
and the Banks 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.
11. Borrower hereby represents and warrants to the Agent
and the Banks that 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.
12. 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.
13. The rights and obligations of all parties hereto
shall be governed by the laws of the State of Ohio.
14. 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 __________________, 1995.
THE TIMKEN COMPANY SOCIETY NATIONAL BANK,
individually and as
Agent
By:\S\ G. E. Little By: \s\ Marianne Mail
and___________________________
MORGAN GUARANTY TRUST COMPANY THE BANK OF NEW YORK
OF NEW YORK
By:\s\ Timothy S. Broadbent By:\s\ Robert J. Joyce
THE BANK OF NOVA SCOTIA BANK ONE, AKRON,
N.A.
By:\s\ A. S. Norsworthy By:\s\ Bernard McRae, Jr.
CREDIT SUISSE MELLON BANK, N.A.
By:\s\ Christopher J. Eldin By:\s\Dwayne R. Finney
NATIONSBANK OF NORTH NBD BANK, N.A.
CAROLINA, N.A.
By:\s\ Michael Monte By:\s\ Paul DeMelo
THE NORTHERN TRUST COMPANY MIDLAND BANK, PLC
By:\s\ Curtis Tatham By:\s\ David Phillips
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
EXHIBIT A
REVOLVING CREDIT NOTE
(Prime Rate Loans and Domestic Fixed Rate Loans)
$_________________ Canton, Ohio
_________________, 1995
FOR VALUE RECEIVED, the undersigned, THE TIMKEN COMPANY,
an Ohio corporation (the "Borrower"), promises to pay
on August 31, 2000, 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 interest on this note shall
be made in immediately available funds.
This note is issued in substitution of and as a
replacement for that certain Revolving Credit
Note dated November 15, 1994, and is one of the
Revolving Credit Notes referred to in the amended
and restated credit agreement dated as of
December 31, 1991, between the Borrower, the
banks named therein and Society National Bank, as
Agent, as may be amended from time to time, and
is entitled to the benefits thereof. 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:\s\ G. E. Little
and__________________
EXHIBIT A-1
REVOLVING CREDIT NOTE
(LIBOR Loans)
$_______________ Canton,Ohio
____________________, 1995
FOR VALUE RECEIVED, the undersigned, THE TIMKEN
COMPANY, an Ohio corporation (the "Borrower"),
promises to pay on August 31, 2000, to the order
of _______________________________________ (the
"Bank") at the Main Office of Society National
Bank, 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 of principal of and interest on this
note shall be made in immediately available
funds.
This note is issued in substitution of and
as a replacement for that certain Revolving
Credit Note dated November 15, 1994, and is one
of the Revolving Credit Notes referred to in the
amended and restated credit agreement dated as of
December 31, 1991, between the Borrower, the
banks named therein and Society National Bank, as
Agent, as may be amended from time to time, and
is entitled to the benefits thereof. 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:\s\ G. E. Little
and___________________