Exhibit 4.2
(vi)
February 12, 2007
BARNES GROUP INC.
123 Main Street
Bristol, CT 06010
Attn: Lawrence W. O’Brien
Vice President and Treasurer
LETTER
AMENDMENT
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Re:
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Note Purchase
Agreements, each dated as of November 12, 1999 (collectively,
as amended, the “ Note Purchase Agreement ”) by
and between BARNES GROUP INC. (the “ Company ”),
3031786 NOVA SCOTIA COMPANY (whose obligations thereunder were
assumed by the Company), and each of ALLSTATE INSURANCE COMPANY,
ALLSTATE LIFE INSURANCE COMPANY, STATE FARM LIFE INSURANCE COMPANY,
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY, PRUDENTIAL RETIREMENT
INSURANCE AND ANNUITY COMPANY, NATIONWIDE LIFE INSURANCE COMPANY,
THE CANADA LIFE ASSURANCE COMPANY and PAN-AMERICAN LIFE INSURANCE
COMPANY (collectively, the “ Noteholders
”)
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Ladies and Gentlemen:
Reference is made to the Note
Purchase Agreement; capitalized terms used in this letter amendment
(this “ Letter Amendment ”) and not otherwise
defined herein having the meaning provided in the Note Purchase
Agreement.
The Noteholders and Company hereby
agree that, effective as of January 11, 2006, that
Section 7.7(b) of the Note Purchase Agreement shall be amended
and restated in its entirety to read as follows:
“(b) Notwithstanding the
foregoing, Barnes will not permit any of its Subsidiaries to,
directly or indirectly incur, create, assume or permit to exist any
Indebtedness unless (1) all Indebtedness of Subsidiaries
(other than Indebtedness of Foreign Subsidiaries all of whose
lenders are party to the Sharing Agreement) plus
(2) all Indebtedness of Barnes secured by Liens permitted to
exist by Section 7.6(a)(viii), shall not at any time exceed
15% of Consolidated Assets determined as of the end of the most
recently completed fiscal year of Barnes.”
This Letter Amendment shall become
effective upon the satisfaction in full of the following conditions
precedent: (i) the Company and the holders of 66-2/3% of the
aggregate outstanding principal amount of Notes shall have executed
this Letter Amendment and (ii) the Noteholders’ counsel
shall have received a copy of the Letter Amendment, dated the date
hereof, to those separate Note Agreements, each dated as of
November 21, 2000 (as amended), executed by the requisite
percentage of the holders of the notes issued thereunder to be
effective.
Except as expressly provided in this
Letter Amendment, the Note Purchase Agreement and the Notes shall
remain in full f
