Exhibit 4.2 (ii)
SEVENTH AMENDMENT
TO
CREDIT AGREEMENT
THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated
as of September 29, 1999, 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 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. Amendment to Credit Agreement. The Credit Agreement is
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hereby amended as follows:
(a) By adding the following new defined term, "Subsidiary Debt Limit", to
Section 1.01:
"Subsidiary Debt Limit" shall mean $50,000,000; provided, however,
that the Subsidiary Debt Limit shall be increased to $100,000,000 in
the event that a Subsidiary of the Borrower incurs additional
Indebtedness in connection with the acquisition of Stromsholmen
A.B..
(b) By deleting the figure "$50,000,000" where it appears in Section
6.03(d)(i) thereof and substituting the words "the Subsidiary Debt Limit"
therefor.
(c) By adding a new Section 9.17 to read as follows:
9.17. Confidentiality. The Agent and each of the Lenders agree
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to keep confidential any information relating to the Borrower
received by it pursuant to or in connection with this Agreement which
is (a) trade information which the Agent and the Lenders reasonably
expect that the Borrower would want to keep confidential, (b)
financial information or (c) information which is clearly marked
"CONFIDENTIAL"; provided, however, that this Section 9.17 shall not
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be construed to prevent the Agent or any Lender from disclosing such
information (i) to any Affiliate that shall agree to be bound by this
obligation of confidentiality, (ii) upon the order of any court or
administrative agency of competent jurisdiction, (iii) upon the
request or demand of any regulatory agency or authority having
jurisdiction over the Agent or such Lender (whether or not such
request or demand has the force of law), (iv) that has been publicly
disclosed, other than from a breach of this provision by the Agent or
any Lender, (v) that has been obtained from any person that is
neither a party to this Agreement nor an Affiliate of any such party,
(vi) in connection with the exercise of any right or
remedy hereunder or under any other Loan Document, (vii) as
expressly contemplated by this Agreement or any other Loan Document
or (viii) to any prospective purchaser of a11 or any part of the
interest of any Lender which shall agree to be bound by the
obligation of confidentiality in this Agreement or the other Loan
Documents if such prospective purchaser is a financial institution
or has been consented to by the Borrower, which consent will not be
unreasonably withheld.
Section 2. Conditions. The obligation of the Agent and the Lenders
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to enter into the foregoing amendment to the credit Agreement 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;
(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; and
(iii) evidence satisfactory to the Agent that the Borrower and
the holders of the Senior Notes have entered into an amendment to
the [Note Purchase Agreement] pursuant to which such holders agree
to increase the level of Subsidiary Indebtedness to $100,000,000 for
the purpose of permitting the acquisition of Stromsholmen A.B.
(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, as amended by
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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 governed by and
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shall be interpreted and enforced in accordance with the laws of the State of
New York.
Section 5. Counterparts. This Amendment may be executed in any number
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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.
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Section 6. Expenses. The Borrower shall reimburse the Lenders for
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all costs and expenses (including fees and expenses of counsel to the Agent)
incurred in connection with this Amendment.
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_________________________________
Title______________________________
MELLON BANK, N.A., individually and
as Agent
By_________________________________
Title______________________________
FLEET NATIONAL BANK
By_________________________________
Title______________________________
THE CHASE MANHATTAN BANK
By_________________________________
Title______________________________
BANK ONE, N.A.
By_________________________________
Title______________________________
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KEYBANK NATIONAL
ASSOCIATION
By_________________________________
Title______________________________
BANKBOSTON
By_________________________________
Title______________________________
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