Exhibit 4.3
(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 21, 2000 (collectively,
as amended, the “ Note Purchase Agreement ”) by
and between BARNES GROUP INC. (the “ Company ”)
and each of THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, ALLSTATE
LIFE INSURANCE COMPANY, NATIONWIDE LIFE INSURANCE COMPANY,
NATIONWIDE LIFE AND ANNUITY INSURANCE COMPANY and NATIONWIDE
INDEMNITY 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, the Note
Purchase Agreement shall be amended as follows:
(i) Section 7.6(a)(vii) of the
Note Purchase Agreement is hereby amended and restated in its
entirety to read as follows:
“(vii) other liens, that in
the aggregate, when combined with all Indebtedness of Subsidiaries
permitted to exist by Section 7.7(b) would not, at any time,
exceed 15% of Consolidated Assets determined as of the end of the
then most recently completed fiscal year of the
Company.”
(ii) 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, the Company 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 the Company secured by
Liens permitted to exist by Section 7.6(a)(vii), shall not at
any time exceed 15% of Consolidated Assets determined as of the end
of the most recently completed fiscal year of the
Company.”
This Letter Amendment shall become
effective upon the sa
