0001193125-07-048414 Sample Contracts

85,000,000 AGGREGATE PRINCIPAL AMOUNT BARNES GROUP INC.
Purchase Agreement • March 7th, 2007 • Barnes Group Inc • Miscellaneous fabricated metal products • New York

The Notes will be convertible on the terms, and subject to the conditions, set forth in the indenture, to be dated as of March 12, 2007 (the “Indenture”), between the Company and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”). As used herein, “Conversion Shares” means the shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”) to be received by the holders of the Notes upon conversion of the Notes pursuant to the terms of the Notes.

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