FIFTH AMENDMENT AGREEMENT
TO THE AMENDED AND RESTATED CREDIT AGREEMENT
Fifth amendment agreement ("Amendment Agreement") made as of
August 31, 1996, by and among THE TIMKEN COMPANY, an Ohio
corporation ("Borrower"), KEYBANK NATIONAL ASSOCIATION
(formerly known as Society National Bank), successor by
merger to Ameritrust Company National Association, and the
various other commercial banking institutions signatories
hereto (collectively, the "Banks"), and KEYBANK NATIONAL
ASSOCIATION, as Agent for the Banks (the "Agent").
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),
November 15, 1994 (Third Amendment Agreement) and August 15,
1995 (Fourth Amendment Agreement), which provides, among
other things, for a revolving credit in the original
aggregate amount of Three Hundred Million Dollars
($300,000,000) at any one time outstanding until August 31,
2000, all upon certain terms and conditions (as amended, the
"Credit Agreement");
WHEREAS, The Bank of Nova Scotia ("Nova Scotia") desires to
withdraw as a Bank under the Credit Agreement, and Societe
General and United National Bank and Trust desire to assume
the Commitment of Nova Scotia;
WHEREAS, Borrower, Banks and Agent desire to further amend
the Credit Agreement by extending the Commitment Period to
August 31, 2001, by amending Annex A 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, 2001 (unless extended
pursuant to Section 2.7 hereof)."
2. The Credit Agreement is hereby amended by deleting the
definition of "LIBOR Margin" in Article I in its entirety,
and substituting the following in place thereof:
"`LIBOR Margin' shall be calculated as follows based on
the ratings accorded to Borrower's senior debt by
Standard & Poor's (`S&P') or Moody's Investors Service,
Inc. (`Moody's'), whichever is higher:
S&P Rating Moody's Rating LIBOR Margin
A or higher A2 or higher 15.00 Basis Points
A- A3 15.00 Basis Points
BBB+ Baa1 20.00 Basis Points
BBB Baa2 22.50 Basis Points
BBB- or less Baa3 or less 25.00 Basis Points
The LIBOR Margin shall be in effect for so long as
the rating determining the LIBOR Margin is in
effect."
3. The Credit Agreement is hereby amended by deleting the
date "August 31, 2000" wherever it appears in Section 2.1,
and substituting for that deleted date, the date "August 31,
2001".
4. 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 __________, 1996, and quarter-
annually thereafter. The facility fee shall be
calculated as follows at a rate expressed in terms of
Basis Points per annum based on the ratings accorded to
Borrower's senior unsecured long-term debt by S&P or
Moody's, whichever is higher:
S&P Rating Moody's Rating Facility Fee
A or higher A2 or higher 8.00 Basis Points
A- A3 10.00 Basis Points
BBB+ Baa1 12.50 Basis Points
BBB Baa2 15.00 Basis Points
BBB- or less Baa3 or less 22.50 Basis Points
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."
5. The Credit Agreement is hereby amended by adding a new
Section 2.7 reading as follows:
"SECTION 2.7. Extension of Commitment Period;
Mandatory Termination of Commitments. The Banks, in
their absolute and sole discretion, may, upon the
Company's request, extend for successive one (1) year
periods the term of the Commitment Period. The first of
such requests by the Company shall be in writing
addressed to the Agent and shall be made not less than
thirty (30) days prior to August 31, 2001. Any
subsequent request for an extension of the Commitment Period
for a successive one (1) year period shall likewise be made
to the Agent not less than thirty (30) days prior to the
next succeeding August 31 in the applicable year. If any
such request is granted by all the Banks, the Commitment Period
shall automatically be extended to the date of such extension.
No Bank shall be obligated to grant the Company any such
extension and no such extension shall be effective as to
any Bank unless consented to in writing by all of the
Banks. Unless the Commitment Period is extended (as
herein provided), the Commitments shall terminate on the
last day of the Commitment Period and any Loans then
outstanding (together with accrued interest thereon)
shall be due and payable on such date."
6. Section 6.8 (Borrowings), Section 6.12 (Acquisitions)
and Section 6.13 (Keep Well Agreements) of the Credit
Agreement are hereby deleted in their entirety.
7. Section 6.9 of the Credit Agreement is hereby amended by
deleting subpart (viii) and adding new subparts (viii), (ix)
and (x) reading as follows:
"(viii) any lien(s) created, assumed or existing on
property or assets of any Consolidated Subsidiary at the
time of acquisition thereof (including acquisition
through merger or consolidation),
(ix) liens on property or assets of a Consolidated
Subsidiary other than a wholly-owned Subsidiary, and
(x) any lien renewing, extending or refunding any
lien permitted by clauses (iv), (v), (vi), (vii) and
(viii) above, provided that the principal amount secured
is not increased, and the lien is not extended to other
property."
8. Section 6.11(ii) of the Credit Agreement is hereby
amended by deleting it in its entirety and substituting the
following in place thereof:
"(ii) own, purchase, or acquire
(a) U.S. government treasuries,
(b) U.S. federal agency securities,
(c) municipal bonds and notes,
(d) bank investments including repurchase
agreements, bankers' acceptances, certificates
of deposit, and Eurodollar time deposits,
(e) corporate investments including commercial
paper, master notes, and corporate obligations,
(f) institutional money market funds."
9. The Credit Agreement is hereby amended by deleting Annex
A in its entirety and substituting Annex A-1 attached hereto
in place thereof.
10. 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.
11. 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.
12. 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.
13. 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.
14. 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.
15. The rights and obligations of all parties hereto shall
be governed by the laws of the State of Ohio.
16. 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
__________________, 1996.
THE TIMKEN COMPANY KEYBANK NATIONAL
ASSOCIATION,(formerly
known as Society National Bank),
individually and as Agent
By:/s/ G. E. Little__________
And__________________________ By:/s/ Marianne Mail________
MORGAN GUARANTY TRUST COMPANY THE BANK OF NEW YORK
OF NEW YORK
By:/s/ Patricia P. Lunka______ By:/s/ Robert J. Joyce________
MIDLAND BANK, PLC BANK ONE, AKRON,N.A.
By:/s/ David Phillips_________ By:/s/ Bernard McRae, Jr._____
CREDIT SUISSE MELLON BANK,N.A.
By:/s/ Christopher J. Eldin____ By:/s/ Dwayne R. Finney_______
And:_________________________ NBD BANK
NATIONSBANK, N.A. (formerly By:/s/ Paul DeMelo_____________
known as Nationsbank of North
Carolina, N.A.)
By:/s/ Michael Monte________ SOCIETE GENERAL
THE NORTHERN TRUST COMPANY By:/s/ E. Bellaiche____________
By:/s/ James S. Minehart_____ THE BANK OF NOVA SCOTIA
UNITED NATIONAL BANK AND TRUST By:/s/ A. S. Norsworthy________
By:/s/ Leo Doyle_____________
ANNEX A-1
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
KEYBANK NATIONAL ASSOCIATION $44,158,000 14.719
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK 36,826,000 12.275
THE BANK OF NEW YORK 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 24,252,000 8.084
THE NORTHERN TRUST COMPANY 24,252,000 8.084
NATIONSBANK, N.A. 24,252,000 8.084
MIDLAND BANK, PLC 24,252,000 8.084
SOCIETE GENERALE 20,000,000 6.667
UNITED NATIONAL BANK AND TRUST 5,000,000 1.667
TOTALS $300,000,000 100.00
EXHIBIT A
REVOLVING CREDIT NOTE
(Prime Rate Loans and Domestic Fixed Rate Loans)
$_________________ Canton, Ohio
_________________, 1996
FOR VALUE RECEIVED, the undersigned, THE TIMKEN COMPANY, an
Ohio corporation (the "Borrower"), promises to pay at the end of
the Commitment Period, to the order of
_________________________________________________________________
(the "Bank") at the Main Office of KeyBank National Association,
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
August 15, 1995, 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 KeyBank National Association, as
Agent, as 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:____________________________
and___________________________
EXHIBIT A-1
REVOLVING CREDIT NOTE
(LIBOR Loans)
$_______________
Canton, Ohio
_____________________,1996
FOR VALUE RECEIVED, the undersigned, THE TIMKEN
COMPANY, an Ohio corporation (the "Borrower"), promises to
pay at the end of the Commitment Period, to the order of
_____________________________________________________________
(the "Bank") at the Main Office of KeyBank National
Association, 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
August 15, 1995, 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 KeyBank National Association, as
Agent, as 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:________________________
and________________________