SIXTH AMENDMENT AGREEMENT
This Sixth Amendment Agreement is made as of the 31st
day of August, 1997, by and among THE TIMKEN COMPANY, an
Ohio corporation ("Borrower"), KEYBANK NATIONAL ASSOCIATION
(successor by merger to Society National Bank), as Agent
("Agent") and the banking institutions listed on the
signature pages hereto ("Banks"):
WHEREAS, Borrower, Agent and the Banks are parties to a
certain Amended and Restated Credit Agreement dated as of
December 31, 1991, as amended and as it may from time to
time be further amended, restated or otherwise modified,
which provides, among other things, for revolving loans in
the aggregate principal amount of Three Hundred Million
Dollars ($300,000,000), all upon certain terms and
conditions ("Credit Agreement");
WHEREAS, Borrower, Agent and the Banks desire to amend
the Credit Agreement to modify certain provisions thereof;
WHEREAS, each term used 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
considerations, Borrower, Agent and the Banks agree as
follows:
1. Article I of the Credit Agreement is hereby
amended to delete the definitions of "Commitment Period" and
"LIBOR Margin" in their entirety and to insert in place
thereof the following:
"Commitment Period" shall mean the period from the
date hereof until August 31, 2002 (unless extended
pursuant to Section 2.7 hereof).
"LIBOR Margin" shall mean an amount based on the
ratings accorded to Borrower's senior debt by Standard
& Poor's ("S&P") or Xxxxx'x Investors Service, Inc.
("Moody's"), whichever is higher, and calculated as
follows:
S&P Rating Moody's LIBOR Margin
Rating
A or higher A2 or higher 15.00 Basis
Points
A- A3 15.00 Basis
Points
BBB+ Baa1 17.50 Basis
Points
BBB Baa2 20.00 Basis
Points
BBB- or less Baa3 or less 22.50 Basis
Points
The LIBOR Margin shall be in effect for so long as the
rating determining the LIBOR Margin is in effect.
2. Section 2.1 of the Credit Agreement is hereby
amended to delete each reference to "August 31, 2001" and
insert in place thereof "August 31, 2002".
3. Section 2.5 of the Credit Agreement is hereby
deleted in its entirety with the following being inserted 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 upon 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, 1997, 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 LIBOR Margin
Rating
A or higher A2 or higher 8.00 Basis
Points
A- A3 9.00 Basis
Points
BBB+ Baa1 10.00 Basis
Points
BBB Baa2 12.50 Basis
Points
BBB- or less Baa3 or less 17.50 Basis
Points
Borrower may at any time or from time to time terminate
in whole or ratably in part the Commitment of each Bank
hereunder to an amount not less than the aggregate
principal amount of the loans then outstanding
hereunder, 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 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.
4. Credit Suisse is hereby removed as a Bank under
the Credit Agreement as of the date hereof and, after its
receipt of the aggregate amount of principal and interest
outstanding on its Notes, shall have no further rights and
obligations thereunder. Credit Suisse shall xxxx its Note
"Cancelled" and return the same to Borrower.
5. The Credit Agreement is hereby amended to delete
Annex A-1 thereof in its entirety and by inserting in place
thereof a new Annex A-1 in the form of Annex A-1 attached
hereto.
6. The Credit Agreement is hereby amended to delete
Exhibit A thereof in its entirety and by inserting in place
thereof a new Exhibit A in the form of Exhibit A attached
hereto.
7. The Credit Agreement is hereby amended to delete
Exhibit A-1 thereof in its entirety and by inserting in
place thereof a new Exhibit A-1 in the form of Exhibit A-1
attached hereto.
8. Concurrently with the execution of this Sixth
Amendment Agreement, Borrower shall:
(a) execute and deliver to each Bank that is modifying
the amount of its Commitment and to Istituto Bancario San
Paolo di Torino SpA a new Revolving Credit Note (Prime Rate
Loans and Domestic Fixed Rate Loans) dated as of August 31,
1997, and such new Revolving Credit Note (Prime Rate Loans
and Domestic Fixed Rate Loans) shall be in the form and
substance of Exhibit A attached hereto. After a Bank, other
than Istituto Bancario San Paolo di Torino SpA, receives a
new Revolving Credit Note (Prime Rate Loans and Domestic
Fixed Rate Loans), such Bank shall xxxx its Revolving Credit
Note (Prime Rate Loans and Domestic Fixed Rate Loans) being
replaced thereby "Replaced" and return the same to Borrower;
and
(b) execute and deliver to each Bank that is modifying
the amount of its Commitment and to Istituto Bancario San
Paolo di Torino SpA a new Revolving Credit Note (LIBOR
Loans) dated as of December 31, 1991, and such new Revolving
Credit Note (LIBOR Loans) shall be in the form and substance
of Exhibit A-1 attached hereto. After a Bank, other than
Istituto Bancario San Paolo di Torino SpA, receives a new
Revolving Credit Note (LIBOR Loans), such Bank shall xxxx
its Revolving Credit Note (LIBOR Loans) being replaced
thereby "Replaced" and return the same to Borrower.
9. Borrower hereby represents and warrants to Agent
and the Banks that (a) Borrower has the legal power and
authority to execute and deliver this Sixth Amendment
Agreement; (b) the officials executing this Sixth 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) no Possible Default or Event of Default exists under the
Credit Agreement, nor will any occur immediately after the
execution and delivery of the Sixth Amendment Agreement or
by the performance or observance of any provision hereof;
and (e) this Sixth Amendment Agreement constitutes a valid
and binding obligation of Borrower in every respect,
enforceable in accordance with its terms.
10. Each reference that is made in the Credit
Agreement or any other writing to the Credit Agreement 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.
11. This Sixth Amendment Agreement may be executed in
any number of counterparts, by different parties hereto in
separate counterparts and by facsimile signature, 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 agreement.
12. The rights and obligations of all parties hereto
shall be governed by the laws of the State of Ohio, without
regard to conflicts of law provisions.
THE TIMKEN COMPANY
/s/ G. E. Little
By:______________________
Its:_____________________
And:_____________________
Its:_____________________
KEYBANK NATIONAL ASSOCIATION,
as a Bank and as Agent
/s/ Xxxxxxxx X. Xxxx
By:_______________________
Its:______________________
THE BANK OF NEW YORK
/s/ Xxxxxx Xxxxx
By:_______________________
Its:______________________
BANK ONE, N.A. (fka Bank One,
Akron, N.A.)
/s/ Xxxxxxx XxXxx
By:________________________
Its:_______________________
MELLON BANK, N.A.
/s/ Xxxxxx Xxxxxx
By:________________________
Its:_______________________
MIDLAND BANK, PLC
/s/ Xxxxx W. Y. Koh
By:________________________
Its:_______________________
XXXXXX GUARANTY TRUST
COMPANY OF NEW YORK
/s/ Xxxxxxxx X. Xxxxx
By:________________________
Its:_______________________
NATIONSBANK, N.A.
/s/ Xxxxxxx X. XxXxx
By:________________________
Its:_______________________
NBD BANK
/s/ Xxxx XxXxxx
By:________________________
Its:_______________________
THE NORTHERN TRUST COMPANY
/s/ Xxxxx Xxxxxxx
By:________________________
Its:_______________________
ISTITUTO BANCARIO SAN PAOLO DI
TORINO SPA
/s/ Xxxx Xxxxxx
By:________________________
/s/ Carlo Persko
By:________________________
Its:_______________________
SOCIETE GENERALE
/s/ Xxxx Xxxxxxxxx
By:________________________
Its:_______________________
UNITED NATIONAL BANK AND TRUST
/s/ Xxx Xxxxx
By:________________________
Its:_______________________
CREDIT SUISSE FIRST BOSTON
/s/ Xxxxxxxxxxx Xxxxx
By:_______________________
Its:______________________
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 $52,480,000 17.493
THE BANK OF NEW YORK 24,252,000 8.084
BANK ONE, N.A. 24,252,000 8.084
MELLON BANK, N.A. 24,252,000 8.084
MIDLAND BANK, PLC 24,252,000 8.084
XXXXXX GUARANTY TRUST 24,252,000 8.084
COMPANY OF NEW YORK
NATIONSBANK, N.A. 24,252,000 8.084
NBD BANK 24,252,000 8.084
THE NORTHERN TRUST COMPANY 24,252,000 8.084
ISTITUTO BANCARIO SAN PAOLO 24,252,000 8.084
DI TORINO SPA
SOCIETE GENERALE 24,252,000 8.084
UNITED NATIONAL BANK AND TRUST 5,000,000 1.667
TOTALS: $300,000,000 100%
EXHIBIT A
REVOLVING CREDIT NOTE
(Prime Rate Loans and Domestic Fixed Rate Loans)
$_____________ Canton, Ohio
As of August 31, 1997
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, 000 Xxxxxx Xxxxxx,
Xxxxxxxxx, Xxxx 00000-0000, 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 Bank to Borrower pursuant to Section 2.1 of the
Credit Agreement, as hereinafter defined, whichever is less,
in lawful money of the United States of America. As used
herein, "Credit Agreement"means the Amended and Restated
Credit Agreement dated as of December 31, 1991, among
Borrower, the banks named therein and KeyBank National
Association, as Agent, as amended, and as such agreement may
be from time to time further amended, restated or otherwise
modified. Capitalized terms used herein shall have the
meanings ascribed to them in the Credit Agreement.
Borrower also promises to pay interest on the unpaid
principal amount of each Prime Rate Loan and Domestic Fixed
Rate 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 Bank to Borrower pursuant to the Credit
Agreement (except LIBOR Loans) and all payments on account
of principal hereof shall be recorded by 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, 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 one of the Revolving Credit Notes
referred to in the Credit Agreement. Reference is made to
the 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: 0000 Xxxxxx Xxxxxx THE TIMKEN COMPANY
Xxxxxx, Xxxx 00000
By:_____________________________
Title:__________________________
and_____________________________
Title:____________________________
EXHIBIT A-1
REVOLVING CREDIT NOTE
(LIBOR Loans)
$_________________ Canton, Ohio
As of August 31, 1997
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, 000 Xxxxxx Xxxxxx,
Xxxxxxxxx, Xxxx 00000-0000, the principal sum of
______________________________________................DOLLARS
or the aggregate unpaid principal amount of all LIBOR Loans
evidenced by this Note made by Bank to Borrower pursuant to
Section 2.1 of the Credit Agreement, as hereinafter defined,
whichever is less, in lawful money of the United States of
America. As used herein, "Credit Agreement" means the
Amended and Restated Credit Agreement dated as of December
31, 1991, among Borrower, the banks named therein and
KeyBank National Association, as Agent, as amended, and as
such agreement may be from time to time further amended,
restated or otherwise modified. Capitalized terms used
herein shall have the meanings ascribed to them in the
Credit Agreement.
Borrower also promises to pay interest on the unpaid
principal amount of each LIBOR 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 Bank to Borrower
pursuant to the Credit Agreement and all payments on account
of principal hereof shall be recorded by 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, 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 one of the Revolving Credit Notes
referred to in the Credit Agreement. 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: 0000 Xxxxxx Xxxxxx THE TIMKEN COMPANY
Xxxxxx, Xxxx 00000
By:_____________________________
Title:__________________________
and_____________________________
Title:__________________________
REVOLVING CREDIT NOTE
(Prime Rate Loans and Domestic Fixed Rate Loans)
$52,480,000 Canton, Ohio
As of August 31, 1997
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
KEYBANK NATIONAL ASSOCIATION (the "Bank") at the Main Office
of KeyBank National Association, Agent, 000 Xxxxxx Xxxxxx,
Xxxxxxxxx, Xxxx 00000-0000, the principal sum of
FIFTY-TWO MILLION FOUR HUNDRED EIGHTY THOUSAND AND NO/100...DOLLARS
or the aggregate unpaid principal amount of all Prime Rate
Loans and all Domestic Fixed Rate Loans evidenced by this
Note made by Bank to Borrower pursuant to Section 2.1 of the
Credit Agreement, as hereinafter defined, whichever is less,
in lawful money of the United States of America. As used
herein, "Credit Agreement" means the Amended and Restated
Credit Agreement dated as of December 31, 1991, among
Borrower, the banks named therein and KeyBank National
Association, as Agent, as amended, and as such agreement may
be from time to time further amended, restated or otherwise
modified. Capitalized terms used herein shall have the
meanings ascribed to them in the Credit Agreement.
Borrower also promises to pay interest on the unpaid
principal amount of each Prime Rate Loan and Domestic Fixed
Rate 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 Bank to Borrower pursuant to the Credit
Agreement (except LIBOR Loans) and all payments on account
of principal hereof shall be recorded by 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, 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 one of the Revolving Credit Notes
referred to in the Credit Agreement. Reference is made to
the 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: 0000 Xxxxxx Xxxxxx THE TIMKEN COMPANY
Xxxxxx, Xxxx 00000
By:___________________________
Title:________________________
And:__________________________
Title:________________________
REVOLVING CREDIT NOTE
(Prime Rate Loans and Domestic Fixed Rate Loans)
$24,252,000 Canton, Ohio
As of August 31, 1997
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
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK (the "Bank") at
the Main Office of KeyBank National Association, Agent, 000
Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000-0000, the principal sum
of
TWENTY-FOUR MILLION TWO HUNDRED FIFTY-TWO THOUSAND AND NO/100
......................................................DOLLARS
or the aggregate unpaid principal amount of all Prime Rate
Loans and all Domestic Fixed Rate Loans evidenced by this
Note made by Bank to Borrower pursuant to Section 2.1 of the
Credit Agreement, as hereinafter defined, whichever is less,
in lawful money of the United States of America. As used
herein, "Credit Agreement" means the Amended and Restated
Credit Agreement dated as of December 31, 1991, among
Borrower, the banks named therein and KeyBank National
Association, as Agent, as amended, and as such agreement may
be from time to time further amended, restated or otherwise
modified. Capitalized terms used herein shall have the
meanings ascribed to them in the Credit Agreement.
Borrower also promises to pay interest on the unpaid
principal amount of each Prime Rate Loan and Domestic Fixed
Rate 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 Bank to Borrower pursuant to the Credit
Agreement (except LIBOR Loans) and all payments on account
of principal hereof shall be recorded by 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, 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 one of the Revolving Credit Notes
referred to in the Credit Agreement. Reference is made to
the 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: 0000 Xxxxxx Xxxxxx THE TIMKEN COMPANY
Xxxxxx, Xxxx 00000
By:__________________________
Title:_______________________
And:_________________________
Title:_______________________
REVOLVING CREDIT NOTE
(Prime Rate Loans and Domestic Fixed Rate Loans)
$24,252,000 Canton, Ohio
As of August 31, 1997
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
ISTITUTO BANCARIO SAN PAOLO DI TORINO SPA (the "Bank") at
the Main Office of KeyBank National Association, Agent, 000
Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000-0000, the principal sum
of
TWENTY-FOUR MILLION TWO HUNDRED FIFTY-TWO THOUSAND AND NO/100
......................................................DOLLARS
or the aggregate unpaid principal amount of all Prime Rate
Loans and all Domestic Fixed Rate Loans evidenced by this
Note made by Bank to Borrower pursuant to Section 2.1 of the
Credit Agreement, as hereinafter defined, whichever is less,
in lawful money of the United States of America. As used
herein, "Credit Agreement" means the Amended and Restated
Credit Agreement dated as of December 31, 1991, among
Borrower, the banks named therein and KeyBank National
Association, as Agent, as amended, and as such agreement may
be from time to time further amended, restated or otherwise
modified. Capitalized terms used herein shall have the
meanings ascribed to them in the Credit Agreement.
Borrower also promises to pay interest on the unpaid
principal amount of each Prime Rate Loan and Domestic Fixed
Rate 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 Bank to Borrower pursuant to the Credit
Agreement (except LIBOR Loans) and all payments on account
of principal hereof shall be recorded by 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, 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 one of the Revolving Credit Notes
referred to in the Credit Agreement. Reference is made to
the 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: 0000 Xxxxxx Xxxxxx THE TIMKEN COMPANY
Xxxxxx, Xxxx 00000
By:________________________
Title:_____________________
And:_______________________
Title:_____________________
REVOLVING CREDIT NOTE
(Prime Rate Loans and Domestic Fixed Rate Loans)
$24,252,000 Canton, Ohio
As of August 31, 1997
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
SOCIETE GENERALE (the "Bank") at the Main Office of KeyBank
National Association, Agent, 000 Xxxxxx Xxxxxx, Xxxxxxxxx,
Xxxx 00000-0000, the principal sum of
TWENTY-FOUR MILLION TWO HUNDRED FIFTY-TWO THOUSAND AND NO/100
.....................................................DOLLARS
or the aggregate unpaid principal amount of all Prime Rate
Loans and all Domestic Fixed Rate Loans evidenced by this
Note made by Bank to Borrower pursuant to Section 2.1 of the
Credit Agreement, as hereinafter defined, whichever is less,
in lawful money of the United States of America. As used
herein, "Credit Agreement" means the Amended and Restated
Credit Agreement dated as of December 31, 1991, among
Borrower, the banks named therein and KeyBank National
Association, as Agent, as amended, and as such agreement may
be from time to time further amended, restated or otherwise
modified. Capitalized terms used herein shall have the
meanings ascribed to them in the Credit Agreement.
Borrower also promises to pay interest on the unpaid
principal amount of each Prime Rate Loan and Domestic Fixed
Rate 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 Bank to Borrower pursuant to the Credit
Agreement (except LIBOR Loans) and all payments on account
of principal hereof shall be recorded by 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, 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 one of the Revolving Credit Notes
referred to in the Credit Agreement. Reference is made to
the 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: 0000 Xxxxxx Xxxxxx THE TIMKEN COMPANY
Xxxxxx, Xxxx 00000
By:_______________________
Title:____________________
And:______________________
Title:_____________________
REVOLVING CREDIT NOTE
(LIBOR Loans)
$52,480,000 Canton, Ohio
As of August 31, 1997
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
KEYBANK NATIONAL ASSOCIATION (the "Bank") at the Main Office
of KeyBank National Association, Agent, 000 Xxxxxx Xxxxxx,
Xxxxxxxxx, Xxxx 00000-0000, the principal sum of
FIFTY-TWO MILLION FOUR HUNDRED EIGHTY THOUSAND AND NO/100...DOLLARS
or the aggregate unpaid principal amount of all LIBOR Loans
evidenced by this Note made by Bank to Borrower pursuant to
Section 2.1 of the Credit Agreement, as hereinafter defined,
whichever is less, in lawful money of the United States of
America. As used herein, "Credit Agreement" means the
Amended and Restated Credit Agreement dated as of December
31, 1991, among Borrower, the banks named therein and
KeyBank National Association, as Agent, as amended, and as
such agreement may be from time to time further amended,
restated or otherwise modified. Capitalized terms used
herein shall have the meanings ascribed to them in the
Credit Agreement.
Borrower also promises to pay interest on the unpaid
principal amount of each LIBOR 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 Bank to Borrower
pursuant to the Credit Agreement and all payments on account
of principal hereof shall be recorded by 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, 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 one of the Revolving Credit Notes
referred to in the Credit Agreement. 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: 0000 Xxxxxx Xxxxxx THE TIMKEN COMPANY
Xxxxxx, Xxxx 00000
By:_______________________
Title:____________________
And:______________________
Title:____________________
REVOLVING CREDIT NOTE
(LIBOR Loans)
$24,252,000 Canton, Ohio
As of August 31, 1997
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
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK (the "Bank") at
the Main Office of KeyBank National Association, Agent, 000
Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000-0000, the principal sum
of
TWENTY-FOUR MILLION TWO HUNDRED FIFTY-TWO THOUSAND AND NO/100
.....................................................DOLLARS
or the aggregate unpaid principal amount of all LIBOR Loans
evidenced by this Note made by Bank to Borrower pursuant to
Section 2.1 of the Credit Agreement, as hereinafter defined,
whichever is less, in lawful money of the United States of
America. As used herein, "Credit Agreement" means the
Amended and Restated Credit Agreement dated as of December
31, 1991, among Borrower, the banks named therein and
KeyBank National Association, as Agent, as amended, and as
such agreement may be from time to time further amended,
restated or otherwise modified. Capitalized terms used
herein shall have the meanings ascribed to them in the
Credit Agreement.
Borrower also promises to pay interest on the unpaid
principal amount of each LIBOR 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 Bank to Borrower
pursuant to the Credit Agreement and all payments on account
of principal hereof shall be recorded by 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, 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 one of the Revolving Credit Notes
referred to in the Credit Agreement. 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: 0000 Xxxxxx Xxxxxx THE TIMKEN COMPANY
Xxxxxx, Xxxx 00000
By:_________________________
Title:______________________
And:________________________
Title:______________________
REVOLVING CREDIT NOTE
(LIBOR Loans)
$24,252,000 Canton, Ohio
As of August 31, 1997
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
ISTITUTO BANCARIO SAN XXXXX XX XXXXXX SPA (the "Bank") at
the Main Office of KeyBank National Association, Agent, 000
Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxx 00000-0000, the principal sum
of
TWENTY-FOUR MILLION TWO HUNDRED FIFTY-TWO THOUSAND AND NO/100
.....................................................DOLLARS
or the aggregate unpaid principal amount of all LIBOR Loans
evidenced by this Note made by Bank to Borrower pursuant to
Section 2.1 of the Credit Agreement, as hereinafter defined,
whichever is less, in lawful money of the United States of
America. As used herein, "Credit Agreement" means the
Amended and Restated Credit Agreement dated as of December
31, 1991, among Borrower, the banks named therein and
KeyBank National Association, as Agent, as amended, and as
such agreement may be from time to time further amended,
restated or otherwise modified. Capitalized terms used
herein shall have the meanings ascribed to them in the
Credit Agreement.
Borrower also promises to pay interest on the unpaid
principal amount of each LIBOR 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 Bank to Borrower
pursuant to the Credit Agreement and all payments on account
of principal hereof shall be recorded by 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, 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 one of the Revolving Credit Notes
referred to in the Credit Agreement. 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: 0000 Xxxxxx Xxxxxx THE TIMKEN COMPANY
Xxxxxx, Xxxx 00000
By:_________________________
Title:______________________
And:_________________________
Title:________________________
REVOLVING CREDIT NOTE
(LIBOR Loans)
$24,252,000 Canton, Ohio
As of August 31, 1997
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
SOCIETE GENERALE (the "Bank") at the Main Office of KeyBank
National Association, Agent, 000 Xxxxxx Xxxxxx, Xxxxxxxxx,
Xxxx 00000-0000, the principal sum of
TWENTY-FOUR MILLION TWO HUNDRED FIFTY-TWO THOUSAND AND NO/100
.....................................................DOLLARS
or the aggregate unpaid principal amount of all LIBOR Loans
evidenced by this Note made by Bank to Borrower pursuant to
Section 2.1 of the Credit Agreement, as hereinafter defined,
whichever is less, in lawful money of the United States of
America. As used herein, "Credit Agreement" means the
Amended and Restated Credit Agreement dated as of December
31, 1991, among Borrower, the banks named therein and
KeyBank National Association, as Agent, as amended, and as
such agreement may be from time to time further amended,
restated or otherwise modified. Capitalized terms used
herein shall have the meanings ascribed to them in the
Credit Agreement.
Borrower also promises to pay interest on the unpaid
principal amount of each LIBOR 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 Bank to Borrower
pursuant to the Credit Agreement and all payments on account
of principal hereof shall be recorded by 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, 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 one of the Revolving Credit Notes
referred to in the Credit Agreement. 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: 0000 Xxxxxx Xxxxxx THE TIMKEN COMPANY
Xxxxxx, Xxxx 00000
By:_________________________
Title:______________________
And:________________________
Title:_______________________
