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EXHIBIT 4(e)
October 24, 2000
Applied Industrial Technologies, Inc.
One Applied Plaza
Cleveland, Ohio 44115
Attention: John R. Whitten
Vice President-Finance
Re: AMENDMENT TO PRIVATE SHELF AGREEMENT
Ladies and Gentlemen:
Reference is made to that certain Private Shelf Agreement dated as of
November 27, 1996 (as amended from time to time, the "NOTE AGREEMENT") between
Applied Industrial Technologies, Inc., an Ohio corporation formerly known as
Bearings, Inc. (the "COMPANY"), and The Prudential Insurance Company of America
("PRUDENTIAL"), pursuant to which the Company issued and sold and Prudential
purchased the Company's 6.60% Series B Notes in the original aggregate principal
amount of $50,000,000, due December 8, 2007. Capitalized terms used herein and
not otherwise defined herein shall have the meanings assigned to such terms in
the Note Agreement.
Pursuant to the request of the Company and in accordance with the
provisions of paragraph 11C of the Note Agreement, the parties hereto agree as
follows:
SECTION 1. AMENDMENT. From and after the date this letter becomes
effective in accordance with its terms, the Note Agreement is amended as
follows:
1.1 The cover page to the Note Agreement and paragraph 1 of the Note
Agreement is each hereby amended to delete in its entirety the amount
"$50,000,000" appearing therein and to substitute therefor the amount
"$150,000,000".
1.2 Paragraph 2B of the Note Agreement is amended to delete in its
entirety clause (i) thereof and to substitute therefor the following: "(i)
October 24, 2003, and".
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Applied Industrial Technologies, Inc.
October 24, 2000
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1.3 Paragraph 2H(1) of the Note Agreement is deleted in its entirety
and the following is hereby substituted therefor:
"2H(1) ISSUANCE FEE. On each Private Shelf Closing Day, the
Company agrees to pay Prudential in immediately available funds a fee
(the "ISSUANCE FEE") in an amount equal to 0.10% of the aggregate
principal amount of Notes sold on such Private Shelf Closing Day". The
Issuance Fee for the Series B Notes has been previously paid in full as
agreed by the parties.
1.4 The Company and Prudential expressly agree and acknowledge that as
of the date hereof the Available Facility Amount is $100,000,000.
NOTWITHSTANDING THE FOREGOING, THIS AMENDMENT AND THE NOTE AGREEMENT HAVE BEEN
ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER PRUDENTIAL NOR ANY
PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE
SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC
PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A
COMMITMENT BY PRUDENTIAL OR ANY PRUDENTIAL AFFILIATE.
SECTION 2. REPRESENTATION AND WARRANTY. The Company hereby represents
and warrants that no Default or Event of Default exists under the Note Agreement
as of the date hereof.
SECTION 3. CONDITIONS PRECEDENT. This letter shall be deemed effective
as of the date hereof upon (i) the return on or before October 31, 2000 by the
Company to Prudential of a counterpart hereof duly executed by the Company and
Prudential, and (ii) the payment of a $45,000 non-refundable structuring fee to
The Prudential Insurance Company of America. Upon execution hereof by the
Company, this letter should be returned to: Prudential Capital Group, Two
Prudential Plaza, Suite 5600, Chicago, Illinois 60601, Attention: Wiley S.
Adams.
SECTION 4. REFERENCE TO AND EFFECT ON NOTE AGREEMENT. Upon the
effectiveness of this letter, each reference to the Note Agreement in any other
document, instrument or agreement shall mean and be a reference to the Note
Agreement as modified by this letter. Except as specifically set forth in
Section 1 hereof, the Note Agreement shall remain in full force and effect and
is hereby ratified and confirmed in all respects.
SECTION 5. GOVERNING LAW. THIS LETTER SHALL BE CONSTRUED AND ENFORCED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.
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Applied Industrial Technologies, Inc.
October 24, 2000
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SECTION 6. COUNTERPARTS; SECTION TITLES. This letter may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same instrument. The section titles contained in this letter are and shall be
without substance, meaning or content of any kind whatsoever and are not a part
of the agreement between the parties hereto.
Very truly yours,
THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA
By: /s/ William S. Engelking
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Vice President
AGREED AND ACCEPTED:
APPLIED INDUSTRIAL
TECHNOLOGIES, INC.
By: /s/John R. Whitten
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Title: Vice President-Chief Financial Officer
And by: /S/Alan Krupa
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Title: Assistant Treasurer