EXHIBIT 4.1
LETTER AMENDMENT
Dated as of September 3, 2004
To the banks, financial institutions
and other institutional lenders
(collectively, the "Lenders") parties
to the Credit Agreement referred to
below and to Bank of America, N.A.
and Keybank National Association,
as co-administrative agents
(the "Agents") for the Lenders
Ladies and Gentlemen:
We refer to the Credit Agreement dated as of December 31, 2002 (as
amended, supplemented or otherwise modified through the date hereof, the
"Credit Agreement") among the undersigned and you and the other Lenders party
thereto from time to time. Capitalized terms not otherwise defined in this
Letter Amendment have the same meanings as specified in the Credit Agreement.
It is hereby agreed by you and us as follows:
The Credit Agreement is, effective as of the date of this Letter
Amendment, hereby amended as follows:
(a) Section 1.01 is amended by amending the definition of
"Subsidiary" to add the following proviso at the end of the first sentence
thereof:
"provided, that notwithstanding the foregoing, PEL Technologies,
L.L.C. shall not be a Subsidiary hereunder"
(b) Section 2.05(b) is amended by amending and restating the first
proviso set forth therein to read in full as follows:
"provided, however, that the Borrower shall be required to prepay
Revolving Credit Loans with the Net Cash Proceeds of any Disposition
of any property or assets permitted by Sections 7.05(f), (i) and
(j) only to the extent that the aggregate Net Cash Proceeds from all
such Dispositions exceeds $270,000,000;"
This Letter Amendment shall become effective as of the date first
above written when, and only when the Agents shall have received counterparts of
this Letter Amendment executed by the undersigned and the Required Lenders or,
as to any of the Lenders, advice satisfactory to the Agents that such Lender has
executed this Letter Amendment, and the consent attached hereto executed by the
Guarantors. This Letter Amendment is subject to the provisions of Section 10.01
of the Credit Agreement.
On and after the effectiveness of this Letter Amendment, each
reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or
words of like import referring to the Credit
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Agreement, and each reference in the Notes and each of the other Loan Documents
to "the Credit Agreement", "thereunder", "thereof" or words of like import
referring to the Credit Agreement, shall mean and be a reference to the Credit
Agreement, as amended by this Letter Amendment.
The Credit Agreement, the Notes and each of the other Loan Documents,
as specifically amended by this Letter Amendment, are and shall continue to be
in full force and effect and are hereby in all respects ratified and confirmed.
The execution, delivery and effectiveness of this Letter Amendment shall not,
except as expressly provided herein, operate as a waiver of any right, power or
remedy of any Lender or the Agents under any of the Loan Documents, nor
constitute a waiver of any provision of any of the Loan Documents.
If you agree to the terms and provisions hereof, please evidence such
agreement by executing and returning (i) one counterpart of this Letter
Amendment by fax to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & Sterling (telephone ▇▇▇-▇▇▇-▇▇▇▇,
fax ▇▇▇-▇▇▇-▇▇▇▇) no later than noon on Tuesday, August 31, 2004 and (ii) at
least three counterparts of this Letter Amendment to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Shearman &
Sterling, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ at your earliest convenience.
This Letter Amendment may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement. Delivery of an executed counterpart
of a signature page to this Letter Amendment by telecopier shall be effective as
delivery of a manually executed counterpart of this Letter Amendment.
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This Letter Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.
Very truly yours,
THE TIMKEN COMPANY
By /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President-
Finance and Corporate Controller
Agreed as of the date first above written:
KEYBANK NATIONAL ASSOCIATION,
as Co-Administrative Agent and as Lender
By /s/▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Vice President
BANK OF AMERICA, N.A.,
as Co-Administrative Agent and as Lender
By /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
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Agreed as of the date first above written:
_________________________________
The Bank of New York
By /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
CONSENT
Dated as of September 3, 2004
Each of the undersigned, as Guarantors under the Subsidiary Guaranty
dated as of December 31, 2002, as supplemented by the Subsidiary Guaranty
Supplements dated February 18, 2003 (collectively, the "Guaranty") in favor of
the Agents and the Lenders party to the Credit Agreement referred to in the
foregoing Letter Amendment, hereby consents to such Letter Amendment and hereby
confirms and agrees that notwithstanding the effectiveness of such Letter
Amendment, the Guaranty is, and shall continue to be, in full force and effect
and is hereby ratified and confirmed in all respects, except that, on and after
the effectiveness of such Letter Amendment, each reference in the Guaranty to
the "Credit Agreement", "thereunder", "thereof" or words of like import shall
mean and be a reference to the Credit Agreement, as amended by such Letter
Amendment.
EDC, INC.
By /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Secretary
HANDPIECE HEADQUARTERS CORPORATION
By /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Secretary
▇▇▇▇▇▇ HOLDINGS, INC.
By /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Secretary
▇▇▇▇▇▇ MANUFACTURING CORPORATION
By /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Secretary
LATROBE STEEL COMPANY
By /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Secretary
MPB CORPORATION
By /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Secretary
MPB EXPORT CORPORATION
By /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Secretary
OH&R SPECIAL STEELS COMPANY
By /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Secretary
RAIL BEARING SERVICE CORPORATION
By /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Secretary
TIMKEN COMMUNICATIONS COMPANY
By /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Secretary
THE TIMKEN CORPORATION
By /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Corporate Secretary and
Assistant General Counsel
TIMKEN INDUSTRIAL SERVICES, LLC
By /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Secretary
TIMKEN SERVICE AND SALES COMPANY
By /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Secretary
TIMKEN US CORPORATION
(F/K/A THE TORRINGTON COMPANY)
By /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Corporate Secretary and
Assistant General Counsel
C:\\\\▇▇▇▇▇▇▇▇\Timken Corp\2005\NYDOCS03-737734-Letter Amend to Credit Agr-
conformed.doc
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Agreed as of the date first above written:
THE BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH
By /s/▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Deputy General Manager
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Agreed as of the date first above written:
Branch Banking and Trust Co.
By /s/
Title: VP
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Agreed as of the date first above written:
_________________________________
CIBC Inc.
By /s/▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
CIBC World Markets Corp. as Agent
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Agreed as of the date first above written:
Citizens Bank of Pennsylvania
By /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
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Agreed as of the date first above written:
Fifth Third Bank
By /s/
Title: Vice President
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Agreed as of the date first above written:
HSBC Bank USA, National Association
By /s/
Title: Senior Vice President, #9426
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Agreed as of the date first above written:
Mellon Bank, N.A.
By /s/
Title: Vice President
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Agreed as of the date first above written:
▇▇▇▇▇▇▇ ▇▇▇▇▇ Capital Corporation
By /s/
Title: Director
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Agreed as of the date first above written:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank
By /s/▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
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Agreed as of the date first above written:
THE NORTHERN TRUST COMPANY
By /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
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Agreed as of the date first above written:
SANPAOLO IMI SpA
By /s/▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: CEO for the Americas
By /s/▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
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Agreed as of the date first above written:
SOCIETE GENERALE
By /s/▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
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Agreed as of the date first above written:
SUNTRUST BANK
By /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Managing Director
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Agreed as of the date first above written:
UNIZAN BANK NATIONAL ASSOCIATION
By /s/
Title: Vice President
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Agreed as of the date first above written:
U.S. Bank, N.A.
By /s/
Title: Vice President
4
Agreed as of the date first above written:
Wachovia Bank, N.A.
By /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President