exv4w9






Exhibit 4.9




EXECUTION COPY




WAIVER AND OMNIBUS AMENDMENT




          This WAIVER AND OMNIBUS AMENDMENT (this “Amendment”), dated as of December 29, 2006,
is entered into among Timken Receivables Corporation, a Delaware corporation (the
“Seller”), The Timken Corporation (“Timken”), an Ohio corporation, as Servicer (in
such capacity, the “Servicer”) and as Originator (in such capacity, the
“Originator”), the funding sources party hereto as the financial institutions (the
“Financial Institutions”), Jupiter Securitization Company LLC (together with the Financial
Institutions, the “Purchasers”) and JPMorgan Chase Bank, N.A., as letter of credit issuer
(in such capacity, the “L/C Issuer”) and as agent (the “Agent”) for the Purchasers
and the L/C Issuer.




WITNESSETH:




          WHEREAS, the Seller, the Servicer, the Purchasers, the L/C Issuer and the Agent are parties to
that certain Amended and Restated Receivables Purchase Agreement, dated as of December 30, 2005 (as
amended, restated, supplemented or otherwise modified from time to time, the “RPA”);




          WHEREAS, the Seller and the Originator are parties to that certain Amended and Restated
Receivables Sale Agreement, dated as of December 30, 2005 (as amended, restated, supplemented or
otherwise modified from time to time, the “RSA” and together with the RPA, the
“Agreements”); and




          WHEREAS the parties hereto desire to amend the Agreements and to waive certain non-compliance
thereunder on the terms and conditions set forth below;




          NOW THEREFORE, in consideration of the premises herein contained, and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby
agree as follows:




          1. Defined Terms. Capitalized terms used and not otherwise defined herein shall have
the meanings assigned to such terms in the RPA.




          2. Waivers. Subject to the satisfaction of the conditions precedent set forth in
Section 7 below,




          (a) the Seller hereby waives any Termination Event occurring under Section 5.1(a) of the RSA
arising solely as a result of the failure of the Originator prior to the date hereof to cause
Collection Account 628063 maintained with JPMorgan Chase Bank, N.A. and Collection
Account 820944 maintained with Wachovia Bank, N.A. to be subject at all times to a
Collection Account Agreement that is in full force and effect as required pursuant to Section
4.1(j) of the RSA; and







 









 








          (b) each of the Agent, the L/C Issuer and each Purchaser hereby waives any Amortization Event
occurring under Section 9.1(a) of the RPA arising solely as a result of the failure of the Seller
and the Servicer prior to the date hereof to cause Collection Account 628063 maintained
with JPMorgan Chase Bank, N.A. and Collection Account 820944 maintained with Wachovia
Bank, N.A. to be subject at all times to a Collection Account Agreement that is in full force and
effect as required pursuant to Section 7.1(j) of the RPA.




          3. Amendment to the RSA. Subject to the satisfaction of the conditions precedent set
forth in Section 7 below, Exhibit III to the RSA is hereby amended and restated in its
entirety as Exhibit B hereto.




          4. Amendments to the RPA. Subject to the satisfaction of the conditions precedent set
forth in Section 7 below, the RPA is hereby amended as follows:




          (a) The definition of the term “L/C Sublimit” set forth in Exhibit I of the RPA
is hereby amended by deleting the amount “$150,000,000” appearing therein and replacing the amount
“$100,000,000” therefor.




          (b) The definition of the term “Liquidity Termination Date” set forth in Exhibit I of
the RPA is hereby amended by deleting the date “December 29, 2006” appearing therein and replacing
the date “December 28, 2007” therefor.




          (c) Exhibit IV to the RPA is hereby amended and restated in its entirety as Exhibit C
hereto.




          5. Representations and Warranties of the Seller. In order to induce the parties
hereto to enter into this Amendment, the Seller represents and warrants that:




          (a) The representations and warranties of Seller set forth in Section 5.1 of the RPA, as
hereby amended, are true, correct and complete on the date hereof as if made on and as of the
date hereof and there exists no Amortization Event or Potential Amortization Event on the date
hereof, provided that in the case of any representation or warranty in Section 5.1 of the RPA
that expressly relates to facts in existence on an earlier date, the reaffirmation thereof under
this Section 5(a) shall be made as of such earlier date.




          (b) The execution and delivery by the Seller of this Amendment has been duly authorized by
proper corporate proceedings of the Seller and this Amendment, and the RPA, as amended by this
Amendment, constitutes the legal, valid and binding obligation of the Seller, enforceable
against the Seller in accordance with its terms, except as such enforcement may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general
applicability affecting the enforcement of creditors’ rights generally.




          6. Representations and Warranties of Timken. In order to induce the parties hereto to
enter into this Amendment, Timken represents and warrants that:







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          (a) The representations and warranties of the Servicer and the Originator set forth in
Section 5.1 of the RPA and Section 2.1 of the RSA, in each case, as hereby amended, are true,
correct and complete on the date hereof as if made on and as of the date hereof and there exists
no Amortization Event, Potential Amortization Event, Termination Event or Potential Termination
Event on the date hereof, provided that in the case of any representation or warranty in Section
5.1 of the RPA or Section 2.1 of the RSA that expressly relates to facts in existence on an
earlier date, the reaffirmation thereof under this Section 6(a) shall be made as of such
earlier date.




          (b) The execution and delivery by Timken of this Amendment has been duly authorized by
proper corporate proceedings of Timken and this Amendment, and each Agreements, as amended by
this Amendment, constitutes the legal, valid and binding obligation of Timken, enforceable
against Timken in accordance with its terms, except as such enforcement may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general
applicability affecting the enforcement of creditors’ rights generally.




          7. Conditions Precedent. The amendments to the Agreements provided for hereunder
shall become effective as of the date above first written upon the Agent’s receipt of each of the
following:





	 	(a)	 	counterparts of this Amendment executed by the Seller, the
Servicer, the Originator, each Purchaser and the L/C Issuer;
	 
	 	(b)	 	a certificate of the secretary or assistant secretary of the
Seller certifying as to the names and true signatures of the officers of the
Seller that are authorized to execute this Amendment and other Transaction
Documents;
	 
	 	(c)	 	such amendments to the Collection Account Agreements as the
Agent may reasonably request; and
	 
	 	(d)	 	a Reaffirmation of Performance Undertaking in substantially the
form attached hereto as Exhibit A hereto, executed by the Performance
Guarantor in respect of the Performance Undertaking.





          8. Ratification. Each of the RPA and the RSA, as amended hereby, is hereby ratified,
approved and confirmed in all respects.




          9. Reference to the Agreements. From and after the effective date hereof, each
reference in any Agreement to “this Agreement”, “hereof”, or “hereunder” or words of like import,
and all references to such Agreement in any and all agreements, instruments, documents, notes,
certificates and other writings of every kind and nature shall be deemed to mean such Agreement as
amended by this Amendment.




          10. Costs and Expenses. The Seller agrees to pay all reasonable costs, fees and
out-of-pocket expenses (including attorneys’ fees and time charges of attorneys representing






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the Agent, which attorneys may be employees of the Agent) incurred by the Agent in connection
with the preparation, execution and enforcement of this Amendment.




          11. CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.




          12. Execution of Counterparts. This 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.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]








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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered
by their duly authorized officers as of the date first written above:




	 	 	 	 	 
	 	TIMKEN RECEIVABLES CORPORATION,
as Seller

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE TIMKEN CORPORATION,

as Servicer and as Originator

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	JUPITER SECURITIZATION
COMPANY LLC



By:   JPMorgan Chase Bank, N.A., its attorney-in-fact

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	JPMORGAN CHASE BANK, N.A., as a Financial

Institution and as Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page to 
 Waiver and Omnibus Amendment




 









 








EXHIBIT A TO WAIVER AND OMNIBUS AMENDMENT




FORM OF REAFFIRMATION OF PERFORMANCE UNDERTAKING



(attached)



 









 





REAFFIRMATION OF PERFORMANCE UNDERTAKING




December 27, 2006



JPMorgan Chase Bank, N.A., as Agent

c/o J.P. Morgan Securities Inc.

270 Park Avenue, 10th Floor

New York, New York 10017




          The undersigned, The Timken Company, hereby:




          (i) acknowledges, and consents to, the execution of that certain Waiver and Omnibus Amendment
(the “Amendment”), of even date herewith, among Timken Receivables Corporation (the
“Seller”), The Timken Corporation (“Timken”), the funding sources party thereto as
the Financial Institutions, Jupiter Securitization Company LLC (together with the Financial
Institutions, the “Purchasers”) and JPMorgan Chase Bank, N.A., as letter of credit issuer
(the “L/C Issuer”) and as agent (the “Agent”);




          (ii) reaffirms all of its obligations under that certain Performance Undertaking dated as of
December 18, 2002 (the “Performance Undertaking”) made by the undersigned in favor of the
Agent, the Purchasers and the L/C Issuer; and




          (iii) acknowledges and agrees that, after giving effect to the Amendment, such Performance
Undertaking remains in full force and effect and is hereby ratified and confirmed.




	 	 	 	 	 
	 	THE TIMKEN COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



EXHIBIT B TO WAIVER AND OMNIBUS AMENDMENT




EXHIBIT III TO RSA



[ATTACHED]



 









 





Exhibit III




NAMES OF COLLECTION BANKS; COLLECTION ACCOUNTS



	 	 	 	 	 	 	 
	 	 	 	 	Corresponding Account
	Collection Bank Name/Address	 	Post Office Box Address	 	Number
	The Northern Trust Company 

50 South LaSalle Street 

Chicago, IL 60675

	 	P.O. Box 91073


Chicago, IL 60675
	 	 	69698	 
	 
	 	 	 	 	 	 
	Wachovia Bank, N.A. 


301 South College Street 

One Wachovia Center 

Charlotte, NC 28288-0013

	 	P.O. Box 751580

Charlotte, NC 28288-0013
	 	 	8737080994	 






	 	 	 	 	 
	Collection Bank Name/ Address	 	Account Numbers
	JPMorgan Chase Bank, N.A.

300 South Riverside Drive, 18th Floor

Mail Code IL1-0196

Chicago, IL 60670-0196

	 	 	622991479	 
	 
	 	 	 	 
	Mellon Bank, N.A. 

One Mellon Center 

Pittsburgh, PA 15258-0001

	 	 	172-1301	 
	 
	 	 	 	 
	Wachovia Bank, N.A. 

301 South College Street

One Wachovia Center

Charlotte, NC 28288-0013

	 	 	820944	 
	 
	 	 	 	 
	JPMorgan Chase Bank, N.A.

300 South Riverside Drive, 18th Floor

Mail Code IL1-0196

Chicago, IL 60670-0196

	 	 	628063	 






 









 






EXHIBIT C TO WAIVER AND OMNIBUS AMENDMENT




EXHIBIT IV TO RPA



[ATTACHED]



 









 





Exhibit IV




NAMES OF COLLECTION BANKS; COLLECTION ACCOUNTS




	 	 	 	 	 	 	 
	 	 	 	 	Corresponding Account
	Collection Bank Name/Address	 	Post Office Box Address	 	Number
	The Northern Trust Company 

50 South LaSalle Street 

Chicago, IL 60675

	 	P.O. Box 91073

Chicago, IL 60675
	 	 	69698	 
	 
	 	 	 	 	 	 
	Wachovia Bank, N.A. 

301 South College Street 

One Wachovia Center 

Charlotte, NC 28288-0013

	 	P.O. Box 751580

Charlotte, NC 28288-0013
	 	 	8737080994	 






	 	 	 	 	 
	Collection Bank Name/ Address	 	Account Numbers
	JPMorgan Chase Bank, N.A.

300 South Riverside Drive, 18th Floor

Mail Code IL1-0196

Chicago, IL 60670-0196

	 	 	622991479	 
	 
	 	 	 	 
	Mellon Bank, N.A. 

One Mellon Center 

Pittsburgh, PA 15258-0001

	 	 	172-1301	 
	 
	 	 	 	 
	Wachovia Bank, N.A.

301 South College Street 

One Wachovia Center 

Charlotte, NC 28288-0013

	 	 	820944	 
	 
	 	 	 	 
	JPMorgan Chase Bank, N.A. 

300 South Riverside Drive, 18th Floor 

Mail Code IL1-0196

Chicago, IL 60670-0196

	 	 	628063	 







 











 





EXECUTION COPY




OMNIBUS AMENDMENT NO. 2




          This OMNIBUS AMENDMENT NO. 2 (this “Amendment”), dated as of June 4, 2007, is entered
into among Timken Receivables Corporation, a Delaware corporation (the “Seller”), The
Timken Corporation (“Timken”), an Ohio corporation, as Servicer (in such capacity, the
“Servicer”) and as Originator (in such capacity, the “Originator”), the funding
sources party hereto as the financial institutions (the “Financial Institutions”), Jupiter
Securitization Company LLC (together with the Financial Institutions, the “Purchasers”) and
JPMorgan Chase Bank, N.A., as agent (the “Agent”) for the Purchasers.




WITNESSETH:




          WHEREAS, the Seller, the Servicer, the Purchasers and the Agent are parties to that certain
Amended and Restated Receivables Purchase Agreement, dated as of December 30, 2005 (as amended,
restated, supplemented or otherwise modified from time to time, the “RPA”);




          WHEREAS, the Seller and the Originator are parties to that certain Amended and Restated
Receivables Sale Agreement, dated as of December 30, 2005 (as amended, restated, supplemented or
otherwise modified from time to time, the “RSA” and together with the RPA, the
“Agreements”); and




          WHEREAS the parties hereto desire to amend the Agreements as set forth below;




          NOW THEREFORE, in consideration of the premises herein contained, and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby
agree as follows:




          1. Defined Terms. Capitalized terms used and not otherwise defined herein shall have
the meanings assigned to such terms in the RPA.




          2. Amendments to the RSA. Subject to the satisfaction of the conditions precedent set
forth in Section 6 below, the RSA is hereby amended as follows:





          (a) Section 4.1 of the RSA is hereby amended to add the following new clause (m):




          (m) Originator will cause all cash collections and other cash proceeds
in respect of all Excluded Receivables to be remitted to accounts other than
any Collection Account.




          (b) The definition of the term “Receivables” set forth in Exhibit I of the
RSA is hereby amended and restated to read as follows:



 









 






          “Receivable” means all indebtedness and other obligations owed
to Buyer or Originator (at the time it arises) or in which Buyer or
Originator has a security interest or other interest, including, without
limitation, any indebtedness, obligation or interest constituting an
account, chattel paper, instrument, financial asset, investment property,
letter of credit right, supporting obligation or general intangible, arising
in connection with the sale of goods or the rendering of services by
Originator, and further includes, without limitation, the obligation to pay
any Finance Charges with respect thereto. Obligations of the Performance
Guarantor or any Subsidiary thereof owed to Originator shall not constitute
a Receivable. Indebtedness and other rights and obligations arising from
any one transaction, including, without limitation, indebtedness and other
rights and obligations represented by an individual invoice, shall
constitute a Receivable separate from a Receivable consisting of the
indebtedness and other rights and obligations arising from any other
transaction; provided however, that any indebtedness, rights
or obligations referred to in the immediately preceding sentence shall be a
Receivable regardless of whether the account debtor or Originator treats
such indebtedness, rights or obligations as a separate payment obligation;
provided, further, that no Excluded Receivable shall
constitute a “Receivable” hereunder.




          (c) Exhibit I to the RSA is hereby amended to add the following definition of “Excluded
Receivables”:




          “Excluded Receivable” means any indebtedness or other
obligations owed to the Originator by Autozone, Inc. in connection with the
sale of goods or the rendering of services by Originator to Autozone, Inc.
arising on and after June 4, 2007.



          3. Amendments to the RPA. Subject to the satisfaction of the conditions precedent set
forth in Section 6 below, the RPA is hereby amended as follows:





          (a) Section 7.1 of the RPA is hereby amended to add the following new clause (m):



          (m) Such Seller Party will cause all cash collections and other cash
proceeds in respect of all Excluded Receivables to be remitted to accounts
other than any Collection Account.





          (b) The definition of the term “Receivables” set forth in Exhibit I of the RPA
is hereby amended and restated to read as follows:




          “Receivable” means all indebtedness and other obligations owed
to Seller or Originator (at the time it arises, and before giving effect to
any transfer or conveyance under the Receivables Sale Agreement or



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hereunder) or in which Seller or Originator has a security interest or
other interest, including, without limitation, any indebtedness, obligation
or interest constituting an account, chattel paper, instrument, financial
asset, investment property, letter of credit right, supporting obligation or
general intangible, arising in connection with the sale or lease of goods or
the rendering of services by Originator, and further includes, without
limitation, the obligation to pay any Finance Charges with respect thereto.
Obligations of the Performance Guarantor or any Subsidiary thereof owed to
Originator shall not constitute a Receivable. Indebtedness and other rights
and obligations arising from any one transaction, including, without
limitation, indebtedness and other rights and obligations represented by an
individual invoice, shall constitute a Receivable separate from a Receivable
consisting of the indebtedness and other rights and obligations arising from
any other transaction; provided however, that any indebtedness,
rights or obligations referred to in the immediately preceding sentence
shall be a Receivable regardless of whether the account debtor or Seller
treats such indebtedness, rights or obligations as a separate payment
obligation; provided, further, that no Excluded Receivable
shall constitute a “Receivable” hereunder.




          (c) Exhibit I to the RPA is hereby amended to add the following definition of “Excluded
Receivables”:




          “Excluded Receivable” means any indebtedness or other
obligations owed to the Originator by Autozone, Inc. in connection with the
sale of goods or the rendering of services by Originator to Autozone, Inc.
arising on and after June 4, 2007.



          4. Representations and Warranties of the Seller. In order to induce the parties
hereto to enter into this Amendment, the Seller represents and warrants that:




          (a) The representations and warranties of Seller set forth in Section 5.1 of the RPA, as
hereby amended, are true, correct and complete on the date hereof as if made on and as of the
date hereof and there exists no Amortization Event or Potential Amortization Event on the date
hereof, provided that in the case of any representation or warranty in Section 5.1 of the RPA
that expressly relates to facts in existence on an earlier date, the reaffirmation thereof under
this Section 4(a) shall be made as of such earlier date.




          (b) The execution and delivery by the Seller of this Amendment has been duly authorized by
proper corporate proceedings of the Seller and this Amendment, and the RPA, as amended by this
Amendment, constitutes the legal, valid and binding obligation of the Seller, enforceable
against the Seller in accordance with its terms, except as such enforcement may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general
applicability affecting the enforcement of creditors’ rights generally.







-3-









 








          5. Representations and Warranties of Timken. In order to induce the parties hereto to
enter into this Amendment, Timken represents and warrants that:




          (a) The representations and warranties of the Servicer and the Originator set forth in
Section 5.1 of the RPA and Section 2.1 of the RSA, in each case, as hereby amended, are true,
correct and complete on the date hereof as if made on and as of the date hereof and there exists
no Amortization Event, Potential Amortization Event, Termination Event or Potential Termination
Event on the date hereof, provided that in the case of any representation or warranty in Section
5.1 of the RPA or Section 2.1 of the RSA that expressly relates to facts in existence on an
earlier date, the reaffirmation thereof under this Section 5(a) shall be made as of such
earlier date.




          (b) The execution and delivery by Timken of this Amendment has been duly authorized by
proper corporate proceedings of Timken and this Amendment, and each Agreements, as amended by
this Amendment, constitutes the legal, valid and binding obligation of Timken, enforceable
against Timken in accordance with its terms, except as such enforcement may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general
applicability affecting the enforcement of creditors’ rights generally.




          6. Conditions Precedent. The amendments to the Agreements provided for hereunder
shall become effective as of the date above first written upon the Agent’s receipt of each of the
following:





	 	(a)	 	counterparts of this Amendment executed by the Seller, the
Servicer, the Originator and each Purchaser; and
	 
	 	(b)	 	a Reaffirmation of Performance Undertaking in substantially the
form attached hereto as Exhibit A hereto, executed by the Performance
Guarantor in respect of the Performance Undertaking.





          7. Ratification. Each of the RPA and the RSA, as amended hereby, is hereby ratified,
approved and confirmed in all respects.




          8. Reference to the Agreements. From and after the effective date hereof, each
reference in any Agreement to “this Agreement”, “hereof”, or “hereunder” or words of like import,
and all references to such Agreement in any and all agreements, instruments, documents, notes,
certificates and other writings of every kind and nature shall be deemed to mean such Agreement as
amended by this Amendment.




          9. Costs and Expenses. The Seller agrees to pay all reasonable costs, fees and
out-of-pocket expenses (including attorneys’ fees and time charges of attorneys representing the
Agent, which attorneys may be employees of the Agent) incurred by the Agent in connection with the
preparation, execution and enforcement of this Amendment.







-4-









 








          10. CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.




          11. Execution of Counterparts. This 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.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




-5-









 





          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered
by their duly authorized officers as of the date first written above:




	 	 	 	 	 
	 	TIMKEN RECEIVABLES CORPORATION,
as Seller

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE TIMKEN CORPORATION,

as Servicer and as Originator

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	JUPITER SECURITIZATION COMPANY LLC



By:   JPMorgan Chase Bank, N.A., its attorney-in-fact

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	JPMORGAN CHASE BANK, N.A., as a

Financial Institution and as Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page to 
Omnibus Amendment No. 2






 









 








EXHIBIT A TO OMNIBUS AMENDMENT NO. 2




FORM OF REAFFIRMATION OF PERFORMANCE UNDERTAKING



(attached)



 









 





REAFFIRMATION OF PERFORMANCE UNDERTAKING




June 4, 2007



JPMorgan Chase Bank, N.A., as Agent

c/o J.P. Morgan Securities Inc.

270 Park Avenue, 10th Floor

New York, New York 10017




          The undersigned, The Timken Company, hereby:




          (i) acknowledges, and consents to, the execution of that certain Omnibus Amendment No. 2 (the
“Amendment”), of even date herewith, among Timken Receivables Corporation (the
“Seller”), The Timken Corporation (“Timken”), the funding sources party thereto as
the Financial Institutions, Jupiter Securitization Company LLC (together with the Financial
Institutions, the “Purchasers”) and JPMorgan Chase Bank, N.A., as agent (the
“Agent”);




          (ii) reaffirms all of its obligations under that certain Performance Undertaking dated as of
December 18, 2002 (the “Performance Undertaking”) made by the undersigned in favor of the
Agent and the Purchasers; and




          (iii) acknowledges and agrees that, after giving effect to the Amendment, such Performance
Undertaking remains in full force and effect and is hereby ratified and confirmed.




	 	 	 	 	 
	 	THE TIMKEN COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 











 





COMPANY ASSIGNMENT AGREEMENT




          THIS COMPANY ASSIGNMENT AGREEMENT (this “Assignment Agreement”) is entered into as of
August 15, 2007, by and between JUPITER SECURITIZATION COMPANY LLC (the “Assignor”) and
PARK AVENUE RECEIVABLES COMPANY, LLC (the “Assignee”).



PRELIMINARY STATEMENTS




          A. This Assignment Agreement is being executed and delivered in accordance with Section
12.1(a) of that certain Amended and Restated Receivables Purchase Agreement dated as of December
30, 2005 by and among Timken Receivables Corporation, as Seller (the “Seller”), The Timken
Corporation, as the initial Servicer, the Purchasers from time to time party thereto, the Assignor,
the Financial Institutions from time to time party thereto and JPMorgan Chase Bank, N.A., as Agent
(as amended, restated, supplemented, modified prior to the date hereof, the “Purchase
Agreement”). Capitalized terms used and not otherwise defined herein are used with the
meanings set forth or incorporated by reference in the Purchase Agreement.



          B. The Assignor is a party to the Purchase Agreement as the “Company” and the Assignee wishes
to become the “Company” thereunder.



          C. The Assignor is selling and assigning to Assignee a 100% interest (the “Transferred
Percentage”) in all of Assignor’s rights and obligations under the Purchase Agreement and the
Transaction Documents, including, without limitation, the Assignor’s discretionary purchase options
and the Capital of Assignor’s Purchaser Interests as set forth herein.



          D. The parties hereto hereby agree as follows:



          1. The sales, transfers and assignments effected by this Assignment Agreement shall become
effective (the “Effective Date”) as of the date first written above upon (a) the Agent’s
receipt of duly executed signature pages from each of the parties listed on the signature pages
hereto and (b) Assignor’s receipt of, from Assignee, in immediately available funds an amount equal
to the Transferred Percentage of the outstanding Capital of Assignor and (ii) an amount equal to
the Transferred Percentage of (A) all accrued but unpaid (whether or not then due) CP Costs and (B)
all accrued but unpaid fees and other costs and expenses payable to the Assignor from the Seller,
in each case, as set forth on Schedule I hereto. From and after the Effective Date, the
Assignee shall be the “Company” under the Purchase Agreement for all purposes thereof as if the
Assignee were an original party thereto in the role of the “Company” thereunder and the Assignee
hereby agrees to be bound by all of the terms and provisions contained therein.



          2. At or before 12:00 noon (New York time), on the Effective Date, the Assignor shall be
deemed to have sold, transferred and assigned to the Assignee, without recourse, representation or
warranty (except as provided in paragraph 4 below), and the Assignee



 









 




shall be deemed to have hereby irrevocably taken, received and assumed from the Assignor, the
Transferred Percentage of the Assignor’s rights and obligations under the Purchase Agreement and
the Transaction Documents and the Capital of the Assignor’s Purchaser Interests and all related
rights and obligations under the Purchase Agreement and the Transaction Documents.




          3. Each of the parties to this Assignment Agreement agrees that at any time and from time to
time upon the written request of any other party it will execute and deliver such further documents
and do such further acts and things as such other party may reasonably requested in order to effect
the purposes of this Assignment Agreement.



          4. By executing and delivering this Assignment Agreement, the Assignor and the Assignee
confirm to and agree with each other, the Agent and the other Purchasers as follows: (a) other
than the representation and warranty that it has not created any Adverse Claim upon any interest
being transferred hereunder, the Assignor makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations made by any other
Person in or in connection with the Purchase Agreement or the Transaction Documents or the
execution, legality, validity, enforceability, genuineness, sufficiency or value of the Purchase
Agreement or any other instrument or document furnished pursuant thereto or the perfection,
priority, condition, value or sufficiency of any collateral; (b) the Assignor makes no
representation or warranty and assumes no responsibility with respect to the financial condition of
any Seller Party or the performance or observance by any Seller Party of any of their respective
obligations under the Transaction Documents or any other instrument or document furnished pursuant
thereto or in connection therewith; (c) the Assignee confirms that it has received a copy of the
Transaction Documents, together with such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this Assignment Agreement;
(d) the Assignee will, independently and without reliance upon the Agent or any Purchaser and based
on such documents and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under the Purchase Agreement and the
Transaction Documents; (e) the Assignee appoints and authorizes the Agent to take such action as
agent on its behalf and to exercise such powers under the Transaction Documents as are delegated to
the Agent by the terms thereof, together with such powers as are reasonably incidental thereto and
(f) the Assignee agrees that it will perform in accordance with their terms all of the obligations
which, by the terms of the Purchase Agreement and the Transaction Documents, are required to be
performed by it as the Company under the Purchase Agreement.



          5. The Assignee represents and warrants to and agrees with the Agent that it is aware of and
will comply with the provisions of the Purchase Agreement.



          6. THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.



          7. The Assignee hereby covenants and agrees that, prior to the date which is one year and one
day after the payment in full of all senior indebtedness for borrowed money of the Assignor, it
will not institute against, or join any other Person in instituting against, the



 









 




Assignor any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or
other similar proceeding under the laws of the United States or any state of the United States.




[SIGNATURE PAGE FOLLOWS]





 









 








          IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to be executed by
their respective duly authorized officers of the date hereof.



	 	 	 	 	 
	 	JUPITER SECURITIZATION COMPANY LLC, as the Assignor

 	 
	 	By:  	 JPMorgan Chase Bank, N.A., its attorney-in-fact
 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	Mark Connor 	 
	 	 	Title:  	Vice President 	 
	 
	 	PARK AVENUE RECEIVABLES COMPANY, LLC, as the Assignor

 	 
	 	By:  	 JPMorgan Chase Bank, N.A., its attorney-in-fact
 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	Mark Connor 	 
	 	 	Title:  	Vice President 	 
	 



Conduit Purchaser Assignment Agreement





 









 








SCHEDULE I TO COMPANY ASSIGNMENT AGREEMENT



Date: August 15, 2007




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Outstanding	 	 	 	 	 	 
	 	 	Capital	 	 	 	 	 	Ratable
	 	 	(prior to giving	 	Outstanding Capital	 	Share (upon giving
	 	 	effect to	 	(upon giving effect	 	effect to
	Assignor	 	Assignment)	 	to Assignment)	 	Assignment)
	Jupiter
Securitization
Company LLC
	 	$	[_________]	 	 	$	[_________]	 	 	 	0	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Assignee
	 	 	 	 	 	 	 	 	 	 	 	 
	Park Avenue
Receivables
Company, LLC
	 	$	0.00	 	 	$	[_________]	 	 	 	100	%
	Total:
	 	$	[_________]	 	 	$	[_________]	 	 	 	100.0	%





Fees and CP Costs Payable from Park Avenue Receivables Company, LLC to Jupiter Securitization
Company LLC:




	 	 	 	 	 
	Facility Fees:
	 	$	[________]	 
	 
	 	 	 	 
	Usage Fees:
	 	$	[________]	 
	 
	 	 	 	 
	CP Costs:
	 	$	[________]	 
	 
	 	 	 	 
	Total:
	 	$	[________]	 







 











 





EXECUTION COPY




OMNIBUS AMENDMENT NO. 3




          This OMNIBUS AMENDMENT NO. 3 (this “Amendment”), dated as of December 28, 2007, is
entered into among Timken Receivables Corporation, a Delaware corporation (the “Seller”),
The Timken Corporation (“Timken”), an Ohio corporation, as Servicer (in such capacity, the
“Servicer”) and as Originator (in such capacity, the “Originator”), the funding
sources party hereto as the financial institutions (the “Financial Institutions”), Park
Avenue Receivables Company, LLC (together with the Financial Institutions, the
“Purchasers”) and JPMorgan Chase Bank, N.A., as letter of credit issuer (in such capacity,
the “L/C Issuer”) and as agent (the “Agent”) for the Purchasers and the L/C Issuer.




WITNESSETH:




          WHEREAS, the Seller, the Servicer, the Purchasers, the L/C Issuer and the Agent are parties to
that certain Amended and Restated Receivables Purchase Agreement, dated as of December 30, 2005 (as
amended, restated, supplemented or otherwise modified from time to time, the “RPA”);




          WHEREAS, the Seller and the Originator are parties to that certain Amended and Restated
Receivables Sale Agreement, dated as of December 30, 2005 (as amended, restated, supplemented or
otherwise modified from time to time, the “RSA” and together with the RPA, the
“Agreements”); and




          WHEREAS the parties hereto desire to amend the Agreements on the terms and conditions set
forth below;




          NOW THEREFORE, in consideration of the premises herein contained, and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby
agree as follows:




          1. Defined Terms. Capitalized terms used and not otherwise defined herein shall have
the meanings assigned to such terms in the RPA.




          2. Amendment to the RSA. Subject to the satisfaction of the conditions precedent set
forth in Section 6 below, the RSA is hereby amended as follows:




          (a) Notwithstanding anything in the RSA or any other Transaction Document to the contrary,
from and after December 28, 2007, the Seller shall not pay all or part of the “Purchase Price” (as
defined in the RSA) of Receivables by causing the Agent to arrange for (i) the issuance by the L/C
Issuer of a Letter of Credit in favor of one or more beneficiaries selected by the Originator or
(ii) the Modification of any previously issued Letter of Credit to increase the face amount
thereof.




          (b) Exhibit III to the RSA is hereby amended and restated in its entirety as Exhibit B
hereto.




          3. Amendments to the RPA. Subject to the satisfaction of the conditions
precedent set forth in Section 6 below, the RPA is hereby amended as follows:







 









 








          (a) Notwithstanding anything in the RPA or any other Transaction Document to the contrary,
from and after December 28, 2007, no Letters of Credit shall be issued to the Seller pursuant to
the RPA. The L/C Issuer shall cease to be a party to the RPA as of December 28, 2007 and, except
for rights and obligations arising under provisions of the RPA or any other Transaction Document
that expressly survive termination of the RPA or any other Transaction Document with respect to the
L/C Issuer, the L/C Issuer shall have no continuing rights or obligations under the RPA or any
other Transaction Document.




          (b) Section 7.1(j) of the RPA is hereby amended to add the following to the end of such
section:





     Each Seller Party shall cause each of the Collection Accounts and Lockboxes set
forth on Exhibit IV hereto to be subject to account control agreements in
form and substance satisfactory to the Agent no later than February 11, 2008. Each
Seller Party hereby acknowledges and agrees that, notwithstanding any grace period
set forth in Section 9.1(a)(iii) hereof, failure to deliver an Account
Control Agreement satisfactory to the Agent with respect to any Collection Account or
Lockbox set forth on Exhibit IV hereto shall constitute an Amortization Event
as of 5:00 p.m. (New York City time) on February 11, 2008.



          (c) Section 9.1(f) of the RPA is hereby amended and restated in its entirety as follows:





     (f) As at the end of any calendar month, (i) the average Delinquency Ratio,
with respect to the three months then most recently ended, shall exceed 6.00% or
(ii) the average Default Trigger, with respect to the three months then most
recently ended, shall exceed 4.0% or (iii) the average Dilution Ratio, with respect
to the three months then most recently ended, shall exceed 8.00%.



          (d) The definition of the term “Concentration Limit” set forth in Exhibit I of the RPA
is hereby amended by deleting the reference to “DaimlerChrysler, Inc.” appearing therein and
deleting the reference to the percentage “9%” set forth opposite such reference.




          (e) The definition of the term “Dilution Percentage” set forth in Exhibit I of the RPA
is hereby amended by deleting the percentage “8.0%” appearing in clause (i) of such definition
replacing the percentage “10.00%” therefor.




          (f) The definition of the term “L/C Sublimit” set forth in Exhibit I of the RPA is
hereby amended by deleting the amount “$100,000,000” appearing therein and replacing the amount
“$0” therefor.




          (g) The definition of the term “Liquidity Termination Date” set forth in Exhibit I of
the RPA is hereby amended by deleting the date “December 28, 2007” appearing therein and replacing
the date “December 26, 2008” therefor.




          (h) Exhibit IV to the RPA is hereby amended and restated in its entirety as Exhibit C
hereto.




          4. Representations and Warranties of the Seller. In order to induce the parties
hereto to enter into this Amendment, the Seller represents and warrants that:







-2-









 








          (a) The representations and warranties of Seller set forth in Section 5.1 of the RPA, after
giving effect to this Amendment, are true, correct and complete on the date hereof as if made on
and as of the date hereof and there exists no Amortization Event or Potential Amortization Event
on the date hereof, provided that in the case of any representation or warranty in Section 5.1
of the RPA that expressly relates to facts in existence on an earlier date, the reaffirmation
thereof under this Section 4(a) shall be made as of such earlier date.




          (b) The execution and delivery by the Seller of this Amendment has been duly authorized by
proper corporate proceedings of the Seller and this Amendment, and the RPA, as amended by this
Amendment, constitutes the legal, valid and binding obligation of the Seller, enforceable
against the Seller in accordance with its terms, except as such enforcement may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general
applicability affecting the enforcement of creditors’ rights generally.




          5. Representations and Warranties of Timken. In order to induce the parties hereto to
enter into this Amendment, Timken represents and warrants that:




          (a) The representations and warranties of the Servicer and the Originator set forth in
Section 5.1 of the RPA and Section 2.1 of the RSA, in each case, after giving effect to this
Amendment, are true, correct and complete on the date hereof as if made on and as of the date
hereof and there exists no Amortization Event, Potential Amortization Event, Termination Event
or Potential Termination Event on the date hereof, provided that in the case of any
representation or warranty in Section 5.1 of the RPA or Section 2.1 of the RSA that expressly
relates to facts in existence on an earlier date, the reaffirmation thereof under this
Section 5(a) shall be made as of such earlier date.




          (b) The execution and delivery by Timken of this Amendment has been duly authorized by
proper corporate proceedings of Timken and this Amendment, and each Agreements, as amended by
this Amendment, constitutes the legal, valid and binding obligation of Timken, enforceable
against Timken in accordance with its terms, except as such enforcement may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general
applicability affecting the enforcement of creditors’ rights generally.




          6. Conditions Precedent. The amendments to the Agreements provided for hereunder
shall become effective as of the date above first written upon the Agent’s receipt of each of the
following:





	 	(a)	 	counterparts of this Amendment executed by the Seller, the
Servicer, the Originator, each Purchaser and the L/C Issuer; and
	 
	 	(b)	 	a Reaffirmation of Performance Undertaking in substantially the
form attached hereto as Exhibit A hereto, executed by the Performance
Guarantor in respect of the Performance Undertaking.





          7. Ratification. Each of the RPA and the RSA, as amended hereby, is hereby ratified,
approved and confirmed in all respects.




          8. Reference to the Agreements. From and after the effective date hereof, each
reference in any Agreement to “this Agreement”, “hereof”, or “hereunder” or words of like import,
and all references to such Agreement in any and all agreements, instruments, documents, notes,
certificates






-3-









 







and other writings of every kind and nature shall be deemed to mean such Agreement as amended
by this Amendment.




          9. Costs and Expenses. The Seller agrees to pay all reasonable costs, fees and
out-of-pocket expenses (including attorneys’ fees and time charges of attorneys representing the
Agent, which attorneys may be employees of the Agent) incurred by the Agent in connection with the
preparation, execution and enforcement of this Amendment.




          10. CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.




          11. Execution of Counterparts. This 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.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




-4-









 





          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered
as of the date first written above:




	 	 	 	 	 
	 	TIMKEN RECEIVABLES CORPORATION, as Seller

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE TIMKEN CORPORATION,

as Servicer and as Originator

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	PARK AVENUE RECEIVABLES COMPANY LLC



By:    JPMorgan Chase Bank, N.A., its attorney-in-fact

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	JPMORGAN CHASE BANK, N.A., as a Financial

Institution and as Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page to Omnibus Amendment No. 3








 









 








EXHIBIT A TO OMNIBUS AMENDMENT NO. 3




FORM OF REAFFIRMATION OF PERFORMANCE UNDERTAKING



(attached)



 









 





REAFFIRMATION OF PERFORMANCE UNDERTAKING




December 28, 2007



JPMorgan Chase Bank, N.A., as Agent

c/o J.P. Morgan Securities Inc.

270 Park Avenue, 10th Floor

New York, New York 10017




          The undersigned, The Timken Company, hereby:




          (i) acknowledges, and consents to, the execution of that certain Omnibus Amendment No. 3 (the
“Amendment”), of even date herewith, among Timken Receivables Corporation (the
“Seller”), The Timken Corporation (“Timken”), the funding sources party thereto as
the Financial Institutions, Park Avenue Receivables Company, LLC (together with the Financial
Institutions, the “Purchasers”) and JPMorgan Chase Bank, N.A., as letter of credit issuer
(the “L/C Issuer”) and as agent (the “Agent”);




          (ii) reaffirms all of its obligations under that certain Performance Undertaking dated as of
December 18, 2002 (the “Performance Undertaking”) made by the undersigned in favor of the
Agent, the Purchasers and the L/C Issuer; and




          (iii) acknowledges and agrees that, after giving effect to the Amendment, such Performance
Undertaking remains in full force and effect and is hereby ratified and confirmed.




	 	 	 	 	 
	 	THE TIMKEN COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



EXHIBIT B TO OMNIBUS AMENDMENT NO. 3




EXHIBIT III TO RSA



[ATTACHED]



 









 





Exhibit III

NAMES OF COLLECTION BANKS; COLLECTION ACCOUNTS




	 	 	 	 	 	 	 
	 	 	 	 	Corresponding Account
	Collection Bank Name/Address	 	Post Office Box Address	 	Number
	The Northern Trust Company

50 South LaSalle Street

Chicago, IL 60675

	 	P.O. Box 91073

Chicago, IL 60675
	 	 	69698	 
	 
	 	 	 	 	 	 
	The Northern Trust Company

50 South LaSalle Street 

Chicago, IL 60675

	 	P.O. Box 91821

[ADDRESS]
	 	 	45381	 
	 
	 	 	 	 	 	 
	Wachovia Bank, N.A.

301 South College Street 

One Wachovia Center

Charlotte, NC 28288-0013

	 	P.O. Box 751580

Charlotte, NC 28288-0013
	 	 	2087370809949	 






	 	 	 	 	 
	Collection Bank Name/ Address	 	Account Numbers
	Mellon Bank, N.A.

One Mellon Center

Pittsburgh, PA 15258-0001

	 	 	172-1301	 
	 
	 	 	 	 
	Wachovia Bank, N.A.

301 South College Street

One Wachovia Center

Charlotte, NC 28288-0013

	 	 	2018640820944	 
	 
	 	 	 	 
	JPMorgan Chase Bank, N.A.

300 South Riverside Drive, 18th Floor

Mail Code IL1-0196

Chicago, IL 60670-0196

	 	 	628063	 






 









 






EXHIBIT C TO OMNIBUS AMENDMENT NO. 3




EXHIBIT IV TO RPA



[ATTACHED]



 









 





Exhibit IV




NAMES OF COLLECTION BANKS; COLLECTION ACCOUNTS



	 	 	 	 	 	 	 
	 	 	 	 	Corresponding Account
	Collection Bank Name/Address	 	Post Office Box Address	 	Number
	The Northern Trust Company

50 South LaSalle Street

Chicago, IL 60675

	 	P.O. Box 91073

Chicago, IL 60675
	 	 	69698	 
	 
	 	 	 	 	 	 
	The Northern Trust Company

50 South LaSalle Street 

Chicago, IL 60675

	 	P.O. Box 91821

[ADDRESS]
	 	 	45381	 
	 
	 	 	 	 	 	 
	Wachovia Bank, N.A.

301 South College Street 

One Wachovia Center

Charlotte, NC 28288-0013

	 	P.O. Box 751580 

Charlotte, NC 28288-0013
	 	 	2087370809949	 






	 	 	 	 	 
	Collection Bank Name/ Address	 	Account Numbers
	Mellon Bank, N.A.

One Mellon Center

Pittsburgh, PA 15258-0001

	 	 	172-1301	 
	 
	 	 	 	 
	Wachovia Bank, N.A. 

301 South College Street

One Wachovia Center

Charlotte, NC 28288-0013

	 	 	2018640820944	 
	 
	 	 	 	 
	JPMorgan Chase Bank, N.A. 

300 South Riverside Drive, 18th Floor

Mail Code IL1-0196

Chicago, IL 60670-0196

	 	 	628063	 







 











 





EXECUTION COPY




AMENDMENT NO. 4 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT




     This AMENDMENT NO. 4 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this
“Amendment”), dated as of February 6, 2008, is entered into among Timken Receivables
Corporation, a Delaware corporation (the “Seller”), The Timken Corporation, an Ohio
corporation, as Servicer (in such capacity, the “Servicer”), the funding sources party
hereto as the financial institutions (the “Financial Institutions”), Park Avenue
Receivables Company, LLC (together with the Financial Institutions, the “Purchasers”) and
JPMorgan Chase Bank, N.A., as agent (the “Agent”) for the Purchasers.



WITNESSETH:




          WHEREAS, the Seller, the Servicer, the Purchasers and the Agent are parties to that certain
Amended and Restated Receivables Purchase Agreement, dated as of December 30, 2005 (as amended,
restated, supplemented or otherwise modified from time to time, the “RPA”); and




          WHEREAS the parties hereto desire to amend the RPA on the terms and conditions set forth
below;




          NOW THEREFORE, in consideration of the premises herein contained, and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby
agree as follows:




          1. Defined Terms. Capitalized terms used and not otherwise defined herein shall have
the meanings assigned to such terms in the RPA.




          2. Amendment to the RPA. Subject to the satisfaction of the conditions precedent
set forth in Section 5 below, Section 7.1(j) of the RPA is hereby amended to delete each
reference to “February 11, 2008” appearing therein and to replace each such reference with “March
12, 2008”.




          3. Representations and Warranties of the Seller. In order to induce the parties
hereto to enter into this Amendment, the Seller represents and warrants that:




          (a) The representations and warranties of Seller set forth in Section 5.1 of the RPA, after
giving effect to this Amendment, are true, correct and complete on the date hereof as if made on
and as of the date hereof and there exists no Amortization Event or Potential Amortization Event
on the date hereof, provided that in the case of any representation or warranty in Section 5.1
of the RPA that expressly relates to facts in existence on an earlier date, the reaffirmation
thereof under this Section 3(a) shall be made as of such earlier date.



          (b) The execution and delivery by the Seller of this Amendment has been duly authorized by
proper corporate proceedings of the Seller and this Amendment, and the RPA, as amended by this
Amendment, constitutes the legal, valid and binding obligation of the Seller, enforceable
against the Seller in accordance with its terms, except as such enforcement may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general
applicability affecting the enforcement of creditors’ rights generally.













 





          4. Representations and Warranties of the Servicer. In order to induce the parties
hereto to enter into this Amendment, the Servicer represents and warrants that:




          (a) The representations and warranties of the Servicer set forth in Section 5.1 of the RPA,
after giving effect to this Amendment, are true, correct and complete on the date hereof as if
made on and as of the date hereof and there exists no Amortization Event or Potential
Amortization Event on the date hereof, provided that in the case of any representation or
warranty in Section 5.1 of the RPA that expressly relates to facts in existence on an earlier
date, the reaffirmation thereof under this Section 4(a) shall be made as of such earlier
date.



          (b) The execution and delivery by the Servicer of this Amendment has been duly authorized
by proper corporate proceedings of the Servicer and this Amendment, and the PA, as amended by
this Amendment, constitutes the legal, valid and binding obligation of the Servicer, enforceable
against the Servicer in accordance with its terms, except as such enforcement may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general
applicability affecting the enforcement of creditors’ rights generally.



          5. Conditions Precedent. The amendment to the RPA provided for hereunder shall become
effective as of the date above first written upon the Agent’s receipt of each of the following:




          (a) counterparts of this Amendment executed by the Seller, the Servicer and each Purchaser;
and



          (b) a Reaffirmation of Performance Undertaking in substantially the form attached hereto as
Exhibit A hereto, executed by the Performance Guarantor in respect of the Performance
Undertaking.



          6. Ratification. The RPA, as amended hereby, is hereby ratified, approved and
confirmed in all respects.




          7. Reference to the RPA. From and after the effective date hereof, each reference in
the RPA to “this Agreement”, “hereof”, or “hereunder” or words of like import, and all references
to the RPA in any and all agreements, instruments, documents, notes, certificates and other
writings of every kind and nature shall be deemed to mean the RPA as amended by this Amendment.




          8 Costs and Expenses. The Seller agrees to pay all reasonable costs, fees and
out-of-pocket expenses (including attorneys’ fees and time charges of attorneys representing the
Agent, which attorneys may be employees of the Agent) incurred by the Agent in connection with the
preparation, execution and enforcement of this Amendment.




          9 CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.




          10 Execution of Counterparts. This 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.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




-2-









 





          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered
as of the date first written above:




	 	 	 	 	 
	 	TIMKEN RECEIVABLES CORPORATION, as Seller

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE TIMKEN CORPORATION,

as Servicer

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	PARK AVENUE RECEIVABLES COMPANY LLC

 	 
	 	By:  	JPMorgan Chase Bank, N.A., its attorney-in-fact
 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	JPMORGAN CHASE BANK, N.A., as a Financial

Institution and as Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page to Amendment No. 4 to Amended And Restated Receivables Purchase Agreement







 









 








EXHIBIT
A TO AMENDMENT NO. 4 TO AMENDED AND RESTATED RECEIVABLES
PURCHASE AGREEMENT




FORM OF REAFFIRMATION OF PERFORMANCE UNDERTAKING



(attached)



 









 





REAFFIRMATION OF PERFORMANCE UNDERTAKING




February 6, 2008



JPMorgan Chase Bank, N.A., as Agent

c/o J.P. Morgan Securities Inc.

270 Park Avenue, 10th Floor

New York, New York 10017




          The undersigned, The Timken Company, hereby:




          (i) acknowledges, and consents to, the execution of that certain Amendment No. 4 to Amended
And Restated Receivables Purchase Agreement (the “Amendment”), of even date herewith, among
Timken Receivables Corporation (the “Seller”), The Timken Corporation (“Timken”),
the funding sources party thereto as the Financial Institutions, Park Avenue Receivables Company,
LLC (together with the Financial Institutions, the “Purchasers”) and JPMorgan Chase Bank,
N.A., as letter of credit issuer (the “L/C Issuer”) and as agent (the “Agent”);




          (ii) reaffirms all of its obligations under that certain Performance Undertaking dated as of
December 18, 2002 (the “Performance Undertaking”) made by the undersigned in favor of the
Agent, the Purchasers and the L/C Issuer; and




          (iii) acknowledges and agrees that, after giving effect to the Amendment, such Performance
Undertaking remains in full force and effect and is hereby ratified and confirmed.




	 	 	 	 	 
	 	THE TIMKEN COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 











 





EXECUTION COPY




AMENDMENT
NO. 5 TO AMENDED AND RESTATED RECEIVABLES PURCHASE
AGREEMENT




          This AMENDMENT NO. 5 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this
“Amendment”), dated as of March 12, 2008, is entered into among Timken Receivables
Corporation, a Delaware corporation (the “Seller”), The Timken Corporation, an Ohio
corporation, as Servicer (in such capacity, the “Servicer”), the funding sources party
hereto as the financial institutions (the “Financial Institutions”), Park Avenue
Receivables Company, LLC (together with the Financial Institutions, the “Purchasers”) and
JPMorgan Chase Bank, N.A., as agent (the “Agent”) for the Purchasers.



WITNESSETH:




          WHEREAS, the Seller, the Servicer, the Purchasers and the Agent are parties to that certain
Amended and Restated Receivables Purchase Agreement, dated as of December 30, 2005 (as amended,
restated, supplemented or otherwise modified from time to time, the “RPA”); and



          WHEREAS the parties hereto desire to amend the RPA on the terms and conditions set forth
below;



          NOW THEREFORE, in consideration of the premises herein contained, and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby
agree as follows:



          1. Defined Terms. Capitalized terms used and not otherwise defined herein shall have
the meanings assigned to such terms in the RPA.



          2. Amendment to the RPA. Subject to the satisfaction of the conditions precedent
set forth in Section 5 below, Section 7.1(j) of the RPA is hereby amended to delete each
reference to “March 12, 2008” appearing therein and to replace each such reference with “March 19,
2008”.



          3. Representations and Warranties of the Seller. In order to induce the parties
hereto to enter into this Amendment, the Seller represents and warrants that:




     (a) The representations and warranties of Seller set forth in Section 5.1 of the RPA, after
giving effect to this Amendment, are true, correct and complete on the date hereof as if made on
and as of the date hereof and there exists no Amortization Event or Potential Amortization Event
on the date hereof, provided that in the case of any representation or warranty in Section 5.1
of the RPA that expressly relates to facts in existence on an earlier date, the reaffirmation
thereof under this Section 3(a) shall be made as of such earlier date.




     (b) The execution and delivery by the Seller of this Amendment has been duly authorized by
proper corporate proceedings of the Seller and this Amendment, and the RPA, as amended by this
Amendment, constitutes the legal, valid and binding obligation of the Seller, enforceable
against the Seller in accordance with its terms, except as such enforcement may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general
applicability affecting the enforcement of creditors’ rights generally.



 









 





          4. Representations and Warranties of the Servicer. In order to induce the parties
hereto to enter into this Amendment, the Servicer represents and warrants that:




     (a) The representations and warranties of the Servicer set forth in Section 5.1 of the RPA,
after giving effect to this Amendment, are true, correct and complete on the date hereof as if
made on and as of the date hereof and there exists no Amortization Event or Potential
Amortization Event on the date hereof, provided that in the case of any representation or
warranty in Section 5.1 of the RPA that expressly relates to facts in existence on an earlier
date, the reaffirmation thereof under this Section 4(a) shall be made as of such earlier
date.




     (b) The execution and delivery by the Servicer of this Amendment has been duly authorized
by proper corporate proceedings of the Servicer and this Amendment, and the PA, as amended by
this Amendment, constitutes the legal, valid and binding obligation of the Servicer, enforceable
against the Servicer in accordance with its terms, except as such enforcement may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general
applicability affecting the enforcement of creditors’ rights generally.



          5. Conditions Precedent. The amendment to the RPA provided for hereunder shall become
effective as of the date above first written upon the Agent’s receipt of each of the following:




     (a) counterparts of this Amendment executed by the Seller, the Servicer and each Purchaser;
and




     (b) a Reaffirmation of Performance Undertaking in substantially the form attached hereto as
Exhibit A hereto, executed by the Performance Guarantor in respect of the Performance
Undertaking.



          6. Ratification. The RPA, as amended hereby, is hereby ratified, approved and
confirmed in all respects.



          7. Reference to the RPA. From and after the effective date hereof, each reference in
the RPA to “this Agreement”, “hereof”, or “hereunder” or words of like import, and all references
to the RPA in any and all agreements, instruments, documents, notes, certificates and other
writings of every kind and nature shall be deemed to mean the RPA as amended by this Amendment.



          8 Costs and Expenses. The Seller agrees to pay all reasonable costs, fees and
out-of-pocket expenses (including attorneys’ fees and time charges of attorneys representing the
Agent, which attorneys may be employees of the Agent) incurred by the Agent in connection with the
preparation, execution and enforcement of this Amendment.



          9 CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.



          10 Execution of Counterparts. This 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.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]








-2-









 








          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered
as of the date first written above:



	 	 	 	 	 
	 	TIMKEN RECEIVABLES CORPORATION, as Seller

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE TIMKEN CORPORATION,

as Servicer

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	PARK AVENUE RECEIVABLES COMPANY LLC

 	 
	 	By:  	 JPMorgan Chase Bank, N.A., its attorney-in-fact
 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	JPMORGAN CHASE BANK, N.A., as a Financial

Institution and as Agent

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




Signature Page to Amendment No. 5 to Amended And Restated Receivables Purchase Agreement



 









 





EXHIBIT A TO AMENDMENT NO. 4 TO AMENDED AND RESTATED RECEIVABLES

PURCHASE AGREEMENT




FORM OF REAFFIRMATION OF PERFORMANCE UNDERTAKING



(attached)



 









 





REAFFIRMATION OF PERFORMANCE UNDERTAKING




March 12, 2008



JPMorgan Chase Bank, N.A., as Agent

c/o J.P. Morgan Securities Inc.

270 Park Avenue, 10th Floor

New York, New York 10017




          The undersigned, The Timken Company, hereby:



          (i) acknowledges, and consents to, the execution of that certain Amendment No. 5 to Amended
And Restated Receivables Purchase Agreement (the “Amendment”), of even date herewith, among
Timken Receivables Corporation (the “Seller”), The Timken Corporation (“Timken”),
the funding sources party thereto as the Financial Institutions, Park Avenue Receivables Company,
LLC (together with the Financial Institutions, the “Purchasers”) and JPMorgan Chase Bank,
N.A., as letter of credit issuer (the “L/C Issuer”) and as agent (the “Agent”);



          (ii) reaffirms all of its obligations under that certain Performance Undertaking dated as of
December 18, 2002 (the “Performance Undertaking”) made by the undersigned in favor of the
Agent, the Purchasers and the L/C Issuer; and



          (iii) acknowledges and agrees that, after giving effect to the Amendment, such Performance
Undertaking remains in full force and effect and is hereby ratified and confirmed.



	 	 	 	 	 
	 	THE TIMKEN COMPANY

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 











 





EXECUTION COPY




AMENDMENT NO. 6 TO

AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT




          This AMENDMENT NO. 6 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this
“Amendment”), dated as of December 19, 2008, is entered into among Timken Receivables
Corporation, a Delaware corporation (the “Seller”), The Timken Corporation
(“Timken”), an Ohio corporation, as Servicer (in such capacity, the “Servicer”) and
as Originator (in such capacity, the “Originator”), the funding sources party hereto as the
financial institutions (the “Financial Institutions”), Park Avenue Receivables Company, LLC
(together with the Financial Institutions, the “Purchasers”) and JPMorgan Chase Bank, N.A.,
as agent (the “Agent”) for the Purchasers.




WITNESSETH:




          WHEREAS, the Seller, the Servicer, the Purchasers and the Agent are parties to that certain
Amended and Restated Receivables Purchase Agreement, dated as of December 30, 2005 (as amended,
restated, supplemented or otherwise modified from time to time, the “RPA”); and




          WHEREAS, the parties hereto desire to amend the RPA as set forth below;




          NOW THEREFORE, in consideration of the premises herein contained, and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby
agree as follows:




          1. Defined Terms. Capitalized terms used and not otherwise defined herein shall have
the meanings assigned to such terms in the RPA.




          2. Amendment to the RPA. Subject to the satisfaction of the conditions precedent set
forth in Section 3 below, the RPA is hereby amended as follows:




          (a) Article I of the RPA is amended to add the following as a new Section 1.5 thereto:





     Section 1.5 Calculation and Computation of Receivables.
Notwithstanding other provisions in this Agreement and for the avoidance of doubt,
U.S. Auto Receivables shall be disregarded for the purposes of calculating the
following:




	 	(i)	 	Default Trigger;
	 
	 	(ii)	 	Delinquency Ratio;
	 
	 	(iii)	 	Dilution Ratio;
	 
	 	(iv)	 	Dilution Reserve;
	 
	 	(v)	 	Disputed Ratio;




 









 






	 	(vi)	 	Loss Reserve;
	 
	 	(vii)	 	Net Receivables Balance; and
	 
	 	(viii)	 	Yield and Servicer Reserve.





          (b) Section 2.6 of the RPA is amended and restated in its entirety to read as follows:





     Section 2.6 Maximum Effective Receivables Interests. Seller shall
ensure that (i) the Effective Receivables Interests shall at no time exceed 100%,
(ii) the aggregate Exposure does not exceed the Purchase Limit and (iii) so long as
the Maximum Amount Condition exists, the Aggregate Unpaids does not exceed
$200,000,000. If, on any date of determination, (i) the Effective Receivables
Interests exceeds 100%, (ii) the Exposure exceeds the Purchase Limit or (iii) at any
time the Maximum Amount Condition exists, the Aggregate Unpaids exceeds
$200,000,000, then, Seller shall pay to the Agent within one (1) Business Day an
amount necessary to (x) reduce the Exposure to the Purchase Limit, (y) reduce the
Effective Receivable Interest to 100% or (z) reduce the Aggregate Unpaids to
$200,000,00, as applicable. Notwithstanding payment to the Agent in accordance with
this Section 2.6, Discount and CP Costs shall continue to accrue on the full
amount of Capital outstanding until such payment is applied on the next succeeding
Settlement Date. For purposes of this Section 2.6, the “Maximum Amount
Condition” shall be deemed to exist at any time that the maximum amount of all
“Indebtedness” (as opposed to the maximum amount of all principal “Indebtedness”)
that may be incurred pursuant to Section 8.03(c)(F)(i) of the Credit Agreement is
limited to $200,000,000.



          (c) Section 5.1 of the RPA is amended to add the following as a new clause (x) thereto:





     (x) Remittances of Collections. Each remittance of Collections by the
Seller to any Purchaser or the Agent (each a “Transferee”) under this
Agreement will have been (i) in payment of a debt incurred by the Seller in the
ordinary course of business or financial affairs of the Seller and such Transferee
and (ii) made in the ordinary course of business or financial affairs of the Seller
and such Transferee.



          (d) Section 6.2(a)(i) of the RPA is amended to delete the reference to “Monthly Report”
appearing therein and to replace such reference with “Report”.




          (e) Section 6.2(a)(ii) of the RPA is amended and restated in its entirety to read as follows:





     (ii) if Rating Level I or Rating Level II is in effect, upon the Agent’s
request, the Servicer shall have delivered to the Agent at least three (3) days
prior to such Credit Event an interim Weekly Report or Monthly Report, as
applicable, showing the amount of Eligible Receivables, provided that the
Agent may not



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require that such interim Weekly Reports or Monthly Reports, as applicable, be
delivered more frequently than once each week unless an Amortization Event (or a
Potential Amortization Event of the type contemplated in Section 9.1(f)(x))
has occurred;



          (f) Section 8.5 of the RPA is amended and restated in its entirety to read as follows:





     Section 8.5 Reports. The Servicer shall prepare and forward to the
Agent (i) on each Report Date and at such times as the Agent shall request, a Report
and (ii) at such times as the Agent shall request, a listing by Obligor of all
Receivables together with an aging of such Receivables.



          (g) Section 9.1(f)(i) of the RPA is amended to delete the percentage “6.00%” appearing therein
and to replace such percentage with the percentage “5.0%”




          (h) Section 9.1(f)(ii) of the RPA is amended and restated in its entirety to read as follows:





     (ii) the average Default Trigger, with respect to the three months then most
recently ended, shall exceed (A) in respect of any calendar month ending on or
before May 31, 2009, 5.25% or (B) thereafter, 3.5% or



          (i) Section 9.1(f) of the RPA is amended to (i) delete the period at the end of clause (iii)
thereto and to replace such period with the word “or” and (ii) add the following as a new clause
(iv) thereto:





     (iv) the average Disputed Ratio, with respect to the three months then most
recently ended, shall exceed 12.0% and the Disputed Amount shall be greater than or
equal to $55,000,000 at the end of such calendar month; provided that in the
case of any of the foregoing, (x) during the period from the end of such calendar
month to the date (the “Reporting Date”) the Report in respect of such
calendar month is required to be delivered in accordance with Section 8.5,
the same shall constitute a Potential Amortization Event, and (y) from and after the
Reporting Date, the same shall constitute an Amortization Event.



          (j) Article X of the RPA is amended to add the following as a new Section 10.4 thereto:





     Section 10.4 Accounting Based Consolidation Event. (a) If an
Accounting Based Consolidation Event shall at any time occur then, upon demand by
the Agent, Seller shall pay to the Agent, for the benefit of the relevant Affected
Entity, such amounts as such Affected Entity reasonably determines will compensate
or reimburse such Affected Entity for any resulting (i) fee, expense or increased
cost charged to, incurred or otherwise suffered by such Affected Entity, (ii)
reduction in the rate of return on such Affected Entity’s capital or reduction in
the amount of any sum received or receivable by such Affected Entity or (iii)



-3-









 






internal capital charge or other imputed cost determined by such Affected
Entity to be allocable to Seller or the transactions contemplated in this Agreement
in connection therewith (collectively, “Accounting Based Consolidation Event
Charges”). Amounts under this Section 10.4 may be demanded at any time
without regard to the timing of issuance of any financial statement by the Company
or by any Affected Entity.




     (b) Notwithstanding anything to the contrary in Sections 10.4(a) above, the
Seller’s reimbursement liabilities in respect of Accounting Based Consolidation
Event Charges for any Accrual Period shall not exceed the Maximum Reimbursement
Amount in respect of such Accrual Period.




     (c) For purposes of this Section 10.4, the following terms shall have
the following meanings:




     “Accounting Based Consolidation Event” means the consolidation, for
financial and/or regulatory accounting purposes, of all or any portion of the assets
and liabilities of the Company that are subject to this Agreement or any other
Transaction Document with all or any portion of the assets and liabilities of an
Affected Entity. An Accounting Based Consolidation Event shall be deemed to occur
on the date any Affected Entity shall acknowledge in writing that any such
consolidation of the assets and liabilities of the Company shall occur.




     “Affected Entity” means (i) any Financial Institution, (ii) any
insurance company, bank or other funding entity providing liquidity, credit
enhancement or back-up purchase support or facilities to the Company, (iii) any
agent, administrator or manager of the Company, or (iv) any bank holding company in
respect of any of the foregoing.




     “Maximum Reimbursement Amount” means, in respect of any Accrual Period,
the positive difference (if any) between:




     (i) the aggregate amount of Yield that would be payable to the
Financial Institutions in respect of such Accrual Period if all of the
Purchaser Interests were funded during such Accrual Period by the Financial
Institutions at the LIBO Rate (as calculated for a Tranche Period equal to
such Accrual Period)




     minus




     (ii) the sum of




     (A) the aggregate amount of Yield and CP Costs actually payable
to the Purchasers during such Accrual Period;




     plus



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     (B) the aggregate “Used Fee” payable in respect of such Accrual
Period.”



          (k) Article XII of the RPA is amended to add the following as a new Section 12.4 thereto:





     Section 12.4 Federal Reserve. Notwithstanding any other provision of
this Agreement to the contrary, any Financial Institution may at any time pledge or
grant a security interest in all or any portion of its rights (including, without
limitation, any Purchaser Interest and any rights to payment of Capital and Yield)
under this Agreement to secure obligations of such Financial Institution to a
Federal Reserve Bank, without notice to or consent of the Seller or the Agent;
provided that no such pledge or grant of a security interest shall release a
Financial Institution from any of its obligations hereunder, or substitute any such
pledgee or grantee for such Financial Institution as a party hereto.



          (l) Section 14.11(b) of the RPA is amended to add the following sentence to the end thereof:





     The parties agree that this Agreement shall terminate on the date following the
Agent’s delivery of a notice to the Seller that the Amortization Date has occurred
and all Aggregate Unpaids have been indefeasibly paid in full.



          (m) Clause (iv) of the definition of “Amortization Date” in Exhibit I to the RPA is amended to
delete the phrase “30 Business Days” appearing therein and to replace such phrase with the phrase
“10 days”.




          (n) The definition of “Default Rate” in Exhibit I to the RPA is amended to delete the
percentage “2%” appearing therein and to replace such percentage with the percentage “2.50%”.




          (o) Clause (i)(a) of the definition of “Eligible Receivable” in Exhibit I to the RPA is
amended to delete the percentage “7.5%” appearing therein and to replace such percentage with the
percentage “3.0%”.




          (p) The definition of “Eligible Receivable” in Exhibit I to the RPA is amended to (i) delete
the word “and” appearing at the end of clause (xviii) thereto, (ii) delete the period at the end of
clause (xix) thereto and to replace such period with a semi-colon followed by the word “and” and
(iii) add the following as a new clause (xx) thereto:




          (xx) which is not a U.S. Auto Receivable.




          (q) The definition of “LIBO Rate” in Exhibit I to the RPA is amended to (i) delete the phrase
“Reuters Screen FRBD” appearing therein and to replace such phrase with the






-5-









 







phrase “Reuters BBA Libor Rates Page 3750” and (ii) delete the percentage “2.00%” appearing
therein and to replace such percentage with the percentage “2.50%”.




          (r) The definition of “Liquidity Termination Date” in Exhibit I to the RPA is amended to
delete the date “December 26, 2008” appearing therein and to replace such date with the date
“December 18, 2009”.




          (s) The definition of “Loss Reserve Floor” in Exhibit I to the RPA is amended to delete the
percentage “12%” appearing therein and to replace such percentage with the percentage “14%”.




          (t) Exhibit I to the RPA is amended to add the following definitions thereto and, where
applicable, replace the corresponding previously existing definitions:





     “Applicable Loss Horizon Period” means, at any time, (a) if Rating
Level I is in effect, the four and one half months most recently ended and (b) if
Rating Level II or Rating Level III is in effect, the three and one half months most
recently ended.




     “Applicable Stress Factor” means, at any time, the amount set forth
below based upon the applicable Rating Level at such time:



	 	 	 	 	 
	Rating Level	 	Applicable Stress Factor
	Rating Level I
	 	 	2.0	 
	Rating Level II
	 	 	2.25	 
	Rating Level III
	 	 	2.5	 







     “Concentration Limit” means, at any time, for any Obligor, 3% of the
aggregate Outstanding Balance of Eligible Receivables at such time, or such other
amount (a “Special Concentration Limit”) for such Obligors as the Agent may,
in its sole and absolute discretion following a written request therefor by the
Seller, designate from time to time; provided, that in the case of an
Obligor and any Affiliate of such Obligor, the Concentration Limit shall be
calculated as if such Obligor and such Affiliate are one Obligor; and
provided, further, that Company or the Required Financial
Institutions may, upon not less than three Business Days’ notice to Seller, cancel
any Special Concentration Limit.




     As of December 19, 2008, Caterpillar Inc. is the only Obligor with a Special
Concentration Limit.




     As of December 19, 2008, the Special Concentration Limit for Caterpillar Inc.
shall be 6% of the Outstanding Balance of Eligible Receivables; provided,



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that if Caterpillar Inc.’s senior unsecured long-term non-credit enhanced debt
is not (x) rated A or better by S&P and (y) rated A2 or better by Moody’s, the
“Concentration Limit” in respect of Caterpillar Inc. shall mean 3% of the aggregate
Outstanding Balance of Eligible Receivables.




     “Daily Report” means a daily report, in a form agreed upon by the
Servicer and the Agent from time to time (appropriately completed), furnished by the
Servicer to the Agent pursuant to Section 8.5.




     “Dilution Percentage” means, with respect to any month, a percentage
equal to the greater of (i) 10.00% and



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(ii)

	 	[

	 	(ASF x ED)
	 	+
	 	{

	 	(DS — ED)
	 	x
	 	DS
	 	}

	 	]

	 	x
	 	DHR	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	ED	 	 	 	 	 






	 	 	 	 	 
	where:
	 	 	 	 
	ASF

	 	=
	 	the Applicable Stress Factor;
	ED

	 	=
	 	the Expected Dilution Ratio at such time;
	DS

	 	=
	 	the Dilution Spike Ratio at such time; and
	DHR

	 	=
	 	the Dilution Horizon Ratio at such time.







     “Disputed Ratio” means, the ratio (expressed as a percentage) with
respect to any month, equal to (i) the Disputed Amount as of the last day of such
month, divided by (ii) the aggregate Outstanding Balance of all Receivables as of
the last day of such month.




     “Loss Horizon Ratio” means, the ratio (expressed as a percentage) at
any time equal to (i) the sum of (A) the aggregate Original Balance of Receivables
generated by the Originator during the Applicable Loss Horizon Period then most
recently ended, plus (B) an amount equal to one-half the aggregate Original Balance
of Receivables generated by the Originator during the month immediately preceding
the earliest month included in clause (A) above, divided by (ii) the aggregate
Outstanding Balance of Eligible Receivables as of the end of the most recently ended
month.




     “Loss Percentage” means, on any date, the greater of (i) the Loss
Reserve Floor and (ii) the product of (a) the Applicable Stress Factor, (b) the Loss
Ratio at such date and (c) the Loss Horizon Ratio at such date.




     “Moody’s” means Moody’s Investors Service, Inc.




     “Prime Rate” means, for any day, a rate per annum equal to the greatest
of (a) the rate of interest per annum publicly announced from time to time by
JPMorgan as its prime rate in effect at its principal office in New York City (the



-7-









 






“Base Rate”); (b) the Federal Funds Effective Rate in effect on such
day plus 1/2 of 1% and (c) the LIBO Rate for a one month Tranche Period at
approximately 11:00 a.m. London time on such day (or if such day is not a Business
Day, the immediately preceding Business Day) plus 2.50%. Any change in the Prime
Rate due to a change in the Base Rate, the Federal Funds Effective Rate or the LIBO
Rate shall be effective from and including the effective date of such change in the
Base Rate, the Federal Funds Effective Rate or the LIBO Rate, respectively.




     “Rating Level” means, any of the following based upon the Debt Rating
of the Performance Guarantor then in effect; provided, however, that if the ratings
established or deemed to have been established by S&P and Moody’s, respectively,
fall within different levels, the Rating Level will be based on the lower of the two
ratings:



	 	 	 
	Rating Level	 	Rating by S&P/Moody’s
	 
	 	 
	Rating Level I

	 	Greater than or equal to BBB- and Baa3
	 
	 	 
	Rating Level II

	 	Less than BBB- and Baa3, but greater than or equal to
BB/Ba2
	 
	 	 
	Rating Level III

	 	Less than BB and Ba2 or unrated







     “Report” means,




     (i) if Rating Level I is in effect, a Monthly Report;




     (ii) if Rating Level II is in effect, a Weekly Report; and




     (iii) if Rating Level III is in effect, a Daily Report.




     “Report Date” means:




     (i) if Rating Level I is in effect, the fifteenth (15th) day of each
month;




     (ii) if Rating Level II is in effect, the last Business Day of each week; and




     (iii) if Rating Level III is in effect, each Business Day.




     “S&P” means Standard & Poor’s Rating Services, a division of
McGraw-Hill Companies, Inc.




     “U.S. Auto Receivable” means, any Receivable, the Obligor of which is
either General Motors Corp., Chrysler LLC, or any of their respective Affiliates.



-8-









 





          (u) Schedule A to the RPA is amended and restated in its entirety to read as set forth on
Annex X hereto.




          3. Conditions Precedent. The amendments to the RPA provided for hereunder shall
become effective as of the date above first written upon the Agent’s receipt of each of the
following, in each case in form, substance and scope reasonably acceptable to the Agent:




          (a) executed counterparts of this Amendment executed by the authorized signatories of each of
the parties hereto;




          (b) executed counterparts of the Fourth Amended and Restated Fee Letter of even date herewith
executed by the authorized signatories of each of the parties thereto;




          (c) a Reaffirmation of Performance Undertaking in substantially the form attached hereto as
Exhibit A hereto, executed by the Performance Guarantor in respect of the Performance
Undertaking; and




          (d) payment in full of all fees and reasonable expenses due to the Agent with respect to this
Amendment (including, without limitation, reasonable fees and disbursements of legal counsel) for
which an invoice has been received at least two (2) Business Days prior to the date of this
Amendment.




          4. Representations and Warranties of the Seller. In order to induce the parties
hereto to enter into this Amendment, the Seller represents and warrants that:





     (a) The representations and warranties of Seller set forth in Section 5.1 of the RPA, as
hereby amended, are true, correct and complete on the date hereof as if made on and as of the
date hereof and there exists no Amortization Event or Potential Amortization Event on the date
hereof, provided that in the case of any representation or warranty in Section 5.1 of the RPA
that expressly relates to facts in existence on an earlier date, the reaffirmation thereof under
this Section 6(a) shall be made as of such earlier date.




     (b) The execution and delivery by the Seller of this Amendment has been duly authorized by
proper corporate proceedings of the Seller and this Amendment, and the RPA, as amended by this
Amendment, constitutes the legal, valid and binding obligation of the Seller, enforceable
against the Seller in accordance with its terms, except as such enforcement may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general
applicability affecting the enforcement of creditors’ rights generally.



          8. Representations and Warranties of Timken. In order to induce the parties hereto to
enter into this Amendment, Timken represents and warrants that:





     (a) The representations and warranties of the Servicer and the Originator set forth in
Section 5.1 of the RPA, as hereby amended, are true, correct and complete on the date hereof as
if made on and as of the date hereof and there exists no Amortization Event,



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Potential Amortization Event, Termination Event or Potential Termination Event on the date
hereof, provided that in the case of any representation or warranty in Section 5.1 of the RPA
that expressly relates to facts in existence on an earlier date, the reaffirmation thereof under
this Section 7(a) shall be made as of such earlier date.




     (b) The execution and delivery by Timken of this Amendment has been duly authorized by
proper corporate proceedings of Timken and this Amendment, and the RPA, as amended by this
Amendment, constitutes the legal, valid and binding obligation of Timken, enforceable against
Timken in accordance with its terms, except as such enforcement may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws of general
applicability affecting the enforcement of creditors’ rights generally.



          9. Ratification. The RPA, as amended hereby, is hereby ratified, approved and
confirmed in all respects.




     10. Reference to the RPA. From and after the effective date hereof, each reference in
the RPA to “this Agreement”, “hereof”, or “hereunder” or words of like import, and all references
to the RPA in any and all agreements, instruments, documents, notes, certificates and other
writings of every kind and nature shall be deemed to mean the RPA as amended by this Amendment.



     11. Costs and Expenses. The Seller agrees to pay all reasonable costs, fees and
out-of-pocket expenses (including attorneys’ fees and time charges of attorneys representing the
Agent, which attorneys may be employees of the Agent) incurred by the Agent in connection with the
preparation, execution and enforcement of this Amendment.



     12. CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.



     13. Execution of Counterparts. This 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.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered
by their duly authorized signatories as of the date first above written:




	 	 	 	 	 
	 	TIMKEN RECEIVABLES CORPORATION, as Seller

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE TIMKEN CORPORATION,

as Servicer and as Originator

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	PARK AVENUE RECEIVABLES

COMPANY, LLC

 	 
	 	By:  	JPMorgan Chase Bank, N.A., its attorney-in-fact
 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	JPMORGAN CHASE BANK, N.A., as a Financial

Institution and as Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page to

Amendment No. 6 to Amended and Restated Receivables Purchase Agreement






 









 








EXHIBIT A TO AMENDMENT NO. 6 TO AMENDED AND RESTATED RECEIVABLES

PURCHASE AGREEMENT




FORM OF REAFFIRMATION OF PERFORMANCE UNDERTAKING



(attached)



 









 





REAFFIRMATION OF PERFORMANCE UNDERTAKING




December 19, 2008



JPMorgan Chase Bank, N.A., as Agent

c/o J.P. Morgan Securities Inc.

270 Park Avenue, 10th Floor

New York, New York 10017




          The undersigned, The Timken Company, hereby:




          (i) acknowledges, and consents to, the execution of that certain Amendment No. 6 to Amended
and Restated Receivables Purchase Agreement (the “Amendment”), of even date herewith, among
Timken Receivables Corporation (the “Seller”), The Timken Corporation (“Timken”),
the funding sources party thereto as the Financial Institutions, Park Avenue Receivables Company,
LLC (together with the Financial Institutions, the “Purchasers”) and JPMorgan Chase Bank,
N.A., as agent (the “Agent”);




          (ii) reaffirms all of its obligations under that certain Performance Undertaking dated as of
December 18, 2002 (the “Performance Undertaking”) made by the undersigned in favor of the
Agent, the Purchasers and the L/C Issuer; and




          (iii) acknowledges and agrees that, after giving effect to the Amendment, such Performance
Undertaking remains in full force and effect and is hereby ratified and confirmed.




	 	 	 	 	 
	 	THE TIMKEN COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page to

Reaffirmation of Performance Undertaking





 









 








ANNEX X TO AMENDMENT NO. 6 TO AMENDED AND RESTATED RECEIVABLES

PURCHASE AGREEMENT




SCHEDULE A



(attached)



 









 





SCHEDULE A




COMMITMENTS OF FINANCIAL INSTITUTIONS



	 	 	 	 	 
	Financial Institution	 	Commitment	 
	JPMorgan Chase Bank, N.A.
	 	$	175,000,000	 







 











 





EXECUTION COPY




OMNIBUS AMENDMENT NO. 4




          This OMNIBUS AMENDMENT NO. 4 (this “Amendment”), dated as of February 16,
2009, is entered into among Timken Receivables Corporation, a Delaware corporation
(the “Seller”), The Timken Corporation (“Timken”), an Ohio corporation, as Servicer
(in such capacity, the “Servicer”) and as Originator (in such capacity, the
“Originator”), the funding sources party hereto as the financial institutions (the
“Financial Institutions”), Park Avenue Receivables Company, LLC (together with the
Financial Institutions, the “Purchasers”) and JPMorgan Chase Bank, N.A., as agent
(the “Agent”) for the Purchasers.




WITNESSETH:




          WHEREAS, the Seller, the Servicer, the Purchasers and the Agent are parties to
that certain Amended and Restated Receivables Purchase Agreement, dated as of
December 30, 2005 (as amended, restated, supplemented or otherwise modified from
time to time, the “RPA”);




          WHEREAS, the Seller and the Originator are parties to that certain Amended and
Restated Receivables Sale Agreement, dated as of December 30, 2005 (as amended,
restated, supplemented or otherwise modified from time to time, the “RSA” and,
together with the RPA, the “Agreements”); and




          WHEREAS the parties hereto desire to amend the Agreements as set forth below;




          NOW THEREFORE, in consideration of the premises herein contained, and for
other good and valuable consideration, the receipt of which is hereby acknowledged,
the parties hereto hereby agree as follows:




          1. Defined Terms. Capitalized terms used and not otherwise defined herein
shall have the meanings assigned to such terms in the RPA.




          2. Amendments to the RSA. Subject to the satisfaction of the conditions
precedent set forth in Section 6 below, the RSA is hereby amended as follows:





     (a) The definition of “Excluded Receivable” appearing in Exhibit I to
the RSA is hereby amended and restated in its entirety to read as follows:




          “Excluded Receivable” means any indebtedness or other obligations owed to the Originator by
(x) Autozone, Inc. in connection with the sale of goods or the
rendering of services by Originator to Autozone, Inc. arising on
and after June 4, 2007 and (y) General Parts International, Inc.
in connection with the sale of goods or the rendering of services
by Originator to General Parts International, Inc.



          3. Amendments to the RPA. Subject to the satisfaction of the conditions
precedent set forth in Section 6 below, the RPA is hereby amended as follows:




 









 









     (a) The definition of “Excluded Receivable” appearing in Exhibit I to
the RPA is hereby amended and restated in its entirety to read as follows:




          “Excluded Receivable” means any indebtedness or other
obligations owed to the Originator by (x) Autozone, Inc. in
connection with the sale of goods or the rendering of services by
Originator to Autozone, Inc. arising on and after June 4, 2007 and
(y) General Parts International, Inc. in connection with the sale
of goods or the rendering of services by Originator to General
Parts International, Inc.



          4. Representations and Warranties of the Seller. In order to induce the
parties hereto to enter into this Amendment, the Seller represents and warrants
that:





     (a) The representations and warranties of Seller set forth in Section
5.1 of the RPA, as hereby amended, are true, correct and complete on the
date hereof as if made on and as of the date hereof and there exists no
Amortization Event or Potential Amortization Event on the date hereof,
provided that in the case of any representation or warranty in Section 5.1
of the RPA that expressly relates to facts in existence on an earlier
date, the reaffirmation thereof under this Section 4(a) shall be made as
of such earlier date.




     (b) The execution and delivery by the Seller of this Amendment has
been duly authorized by proper corporate proceedings of the Seller and
this Amendment, and the RPA, as amended by this Amendment, each
constitutes the legal, valid and binding obligation of the Seller,
enforceable against the Seller in accordance with its terms, except as
such enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws of general applicability
affecting the enforcement of creditors’ rights generally.



          5. Representations and Warranties of Timken. In order to induce the parties
hereto to enter into this Amendment, Timken represents and warrants that:





     (a) The representations and warranties of the Servicer and the
Originator set forth in Section 5.1 of the RPA and Section 2.1 of the RSA,
in each case, as hereby amended, are true, correct and complete on the
date hereof as if made on and as of the date hereof and there exists no
Amortization Event, Potential Amortization Event, Termination Event or
Potential Termination Event on the date hereof, provided that in the case
of any representation or warranty in Section 5.1 of the RPA or Section 2.1
of the RSA that expressly relates to facts in existence on an earlier
date, the reaffirmation thereof under this Section 5(a) shall be made as
of such earlier date.




     (b) The execution and delivery by Timken of this Amendment has been
duly authorized by proper corporate proceedings of Timken and this
Amendment, and each Agreement, as amended by this Amendment, constitutes



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the legal, valid and binding obligation of Timken, enforceable against Timken in
accordance with its terms, except as such enforcement may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws of general
applicability affecting the enforcement of creditors’ rights generally.



          6. Conditions Precedent. The amendments to the Agreements provided for
hereunder shall become effective as of the date above first written upon the
Agent’s receipt of each of the following:





     (a) counterparts of this Amendment executed by the Seller, the
Servicer, the Originator and each Purchaser; and




     (b) a Reaffirmation of Performance Undertaking in substantially the
form attached hereto as Exhibit A hereto, executed by the Performance
Guarantor in respect of the Performance Undertaking.



          7. Ratification. Each of the RPA and the RSA, as amended hereby, is hereby
ratified, approved and confirmed in all respects.




          8. Reference to the Agreements. From and after the effective date hereof,
each reference in any Agreement to “this Agreement”, “hereof”, or “hereunder” or
words of like import, and all references to such Agreement in any and all
agreements, instruments, documents, notes, certificates and other writings of every
kind and nature shall be deemed to mean such Agreement as amended by this Amendment.




          9. Costs and Expenses. The Seller agrees to pay all reasonable costs, fees
and out-of-pocket expenses (including attorneys’ fees and time charges of attorneys
representing the Agent, which attorneys may be employees of the Agent) incurred by
the Agent in connection with the preparation, execution and enforcement of this
Amendment.




          10. CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF
ILLINOIS.




          11. Execution of Counterparts. This 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.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




-3-









 








          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered
by their duly authorized officers as of the date first written above:




	 	 	 	 	 
	 	TIMKEN RECEIVABLES CORPORATION, as Seller

 	 
	 	By:  	/s/ Glenn A. Eisenberg
 	 
	 	 	Name:  	Glenn A. Eisenberg 	 
	 	 	Title:  	President 	 
	 
	 	THE TIMKEN CORPORATION, as
Servicer and as Originator

 	 
	 	By:  	/s/ Glenn A. Eisenberg
 	 
	 	 	Name:  	Glenn A. Eisenberg 	 
	 	 	Title:  	Executive Vice
President — Finance and Administration 	 
	 
	 	PARK AVENUE RECEIVABLES COMPANY, LLC



By:   JPMorgan Chase Bank, N.A., its
attorney-in-fact

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	JPMORGAN CHASE BANK, N.A., as a
Financial Institution and as Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page to 
Omnibus Amendment No. 4




 









 








          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered
by their duly authorized officers as of the date first written above:




	 	 	 	 	 
	 	TIMKEN RECEIVABLES CORPORATION, as Seller

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE TIMKEN CORPORATION, as
Servicer and as Originator

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	PARK AVENUE RECEIVABLES COMPANY,

LLC



By:   JPMorgan Chase Bank, N.A., its
attorney-in-fact

 	 
	 	By:  	/s/ Trisha Lesch 	 
	 	 	Name:  	Trisha Lesch 	 
	 	 	Title:  	Vice President 	 
	 
	 	JPMORGAN CHASE BANK, N.A., as a
Financial Institution and as Agent

 	 
	 	By:  	/s/ Trisha Lesch 	 
	 	 	Name:  	Trisha Lesch 	 
	 	 	Title:  	Vice President 	 
	 



Signature Page to 
Omnibus Amendment No. 4




 










 







EXHIBIT A TO OMNIBUS AMENDMENT NO. 4




FORM OF REAFFIRMATION OF PERFORMANCE UNDERTAKING



(attached)



 









 





REAFFIRMATION OF PERFORMANCE UNDERTAKING




February 16, 2009



JPMorgan Chase Bank, N.A., as Agent 
c/o
J.P. Morgan Securities Inc. 
270 Park
Avenue, 10th Floor 
New York, New York 10017




          The undersigned, The Timken Company, hereby:




          (i) acknowledges, and consents to, the execution of that certain Omnibus
Amendment No. 4 (the “Amendment”), of even date herewith, among Timken Receivables
Corporation (the “Seller”), The Timken Corporation (“Timken”), the funding sources
party thereto as the Financial Institutions, Park Avenue Receivables Company, LLC
(together with the Financial Institutions, the “Purchasers”) and JPMorgan Chase
Bank, N.A., as agent (the “Agent”);




          (ii) reaffirms all of its obligations under that certain Performance
Undertaking dated as of December 18, 2002 (the “Performance Undertaking”) made by
the undersigned in favor of the Agent and the Purchasers; and




          (iii) acknowledges and agrees that, after giving effect to the Amendment, such
Performance Undertaking remains in full force and effect and is hereby ratified and
confirmed.




	 	 	 	 	 
	 	THE TIMKEN COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 











 





EXECUTION COPY




          This WAIVER AND AMENDMENT NO. 7 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this
“Amendment”), dated as of November 16, 2009, is entered into among Timken Receivables
Corporation, a Delaware corporation (the “Seller”), The Timken Corporation
(“Timken”), an Ohio corporation, as Servicer (in such capacity, the “Servicer”) and
as Originator (in such capacity, the “Originator”), the funding sources party hereto as the
financial institutions (the “Financial Institutions”), Park Avenue Receivables Company, LLC
(together with the Financial Institutions, the “Purchasers”) and JPMorgan Chase Bank, N.A.,
as agent (the “Agent”) for the Purchasers.




WITNESSETH:




          WHEREAS, the parties hereto are parties to the Amended and Restated Receivables Purchase
Agreement dated as of December 30, 2005 (as amended, restated, supplemented or otherwise modified
prior to the date hereof, the “RPA”); and




          WHEREAS, the parties hereto have agreed to amend and modify the RPA as set forth below;




          NOW THEREFORE, in consideration of the premises herein contained, and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby
agree as follows:




          1. Defined Terms. Capitalized terms used and not otherwise defined herein shall have
the meanings assigned to such terms in the RPA.




          2. Amendments to the RPA. Subject to the satisfaction of the conditions precedent set
forth in Section 4 below, the RPA is hereby amended as follows:





     (a) Section 1.2 of the RPA is hereby amended by replacing the references to (i)
“Discount” with “Yield” and (ii) “the Prime Rate” with “a rate equal to the Prime Rate plus
2.25% per annum”.




     (b) Article I of the RPA is hereby amended to delete the following text added by
Amendment No. 6 to the Amended and Restated Receivables Purchase Agreement, dated as of
December 19, 2008, among the parties hereto, from such article in its entirety:




     Section 1.5 Calculation and Computation of Receivables.
Notwithstanding other provisions in this Agreement and for the avoidance of
doubt, U.S. Auto Receivables shall be disregarded for the purposes of
calculating the following:




     (i) Default Trigger;




     (ii) Delinquency Ratio;




     (iii) Dilution Ratio;




     (iv) Dilution Reserve;



 









 






     (v) Disputed Ratio;




     (vi) Loss Reserve;




     (vii) Net Receivables Balance; and




     (viii) Yield and Servicer Reserve.




     (c) For purposes of clarification, at all times since December 30, 2005, the RPA has
included the following Section 1.5, which is hereby amended and restated as follows:




     Section 1.5 Payment Requirements. All amounts to be paid or
deposited by any Seller Party pursuant to any provision of this Agreement
shall be paid or deposited in accordance with the terms hereof no later than
11:00 a.m. (Chicago time) on the day when due in immediately available
funds, and if not received before 11:00 a.m. (Chicago time) shall be deemed
to be received on the next succeeding Business Day. If such amounts are
payable to a Purchaser, they shall be paid to the Agent, for the account of
such Purchaser, at 1 Chase Tower, Chicago, Illinois 60670 until otherwise
notified by the Agent. Upon notice to Seller, the Agent may debit the
Facility Account for all amounts due and payable hereunder. All
computations of Yield, per annum fees calculated as part of any CP Costs,
per annum fees hereunder and per annum fees under the Fee Letter shall be
made on the basis of a year of 360 days for the actual number of days
elapsed (other than computations of Yield calculated based on the Base Rate
or the Federal Funds Effective Rate, which shall be made on the basis of a
year of 365/6 days for the actual number of days elapsed). If any amount
hereunder shall be payable on a day which is not a Business Day, such amount
shall be payable on the next succeeding Business Day.




     (d) Section 2.6 of the RPA is hereby amended and restated in its entirety to read as
follows:



     Section 2.6 Maximum Effective Receivables Interests. Seller
shall ensure that (i) the Effective Receivables Interests shall at no time
exceed 100%, and (ii) the aggregate Exposure does not exceed the Purchase
Limit. If, on any date of determination, (i) the Effective Receivables
Interests exceeds 100% or (ii) the Exposure exceeds the Purchase Limit,
then, Seller shall pay to the Agent within one (1) Business Day an amount
necessary to (x) reduce the Exposure to the Purchase Limit or (y) reduce the
Effective Receivable Interest to 100%. Notwithstanding payment to the Agent
in accordance with this Section 2.6, as applicable, Discount and CP Costs
shall continue to accrue on the full amount of Capital outstanding until
such payment is applied on the next succeeding Settlement Date.




     (e) The first two sentences of Section 4.1 of the RPA are hereby respectively amended
and restated in their entirety to read as follows:




     Each Purchaser Interest of the Financial Institutions shall accrue
Yield for each day during its Tranche Period at the applicable Discount Rate
in



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accordance with the terms and conditions hereof. Until Seller gives
notice to the Agent of another Discount Rate in accordance with Section
4.4, the initial Discount Rate for any Purchaser Interest transferred to
the Financial Institutions pursuant to the terms and conditions hereof shall
be equal to the Prime Rate plus 2.25% per annum.




     (f) Sections 4.4 and 4.5 of the RPA are hereby respectively amended and restated in
their entirety to read as follows:




     Section 4.4 Financial Institution Discount Rates. Seller may
select the applicable Discount Rate for each Purchaser Interest of the
Financial Institutions. Seller shall by 11:00 a.m. (Chicago time): (i) at
least three (3) Business Days prior to the expiration of any Terminating
Tranche with respect to which the LIBO Rate is being requested as a new
Discount Rate and (ii) at least one (1) Business Day prior to the
expiration of any Terminating Tranche with respect to which the Prime Rate
is being requested as a new Discount Rate, give the Agent irrevocable
notice of the new Discount Rate for the Purchaser Interest associated with
such Terminating Tranche. Until Seller gives notice to the Agent of
another Discount Rate, the initial Discount Rate for any Purchaser Interest
transferred to the Financial Institutions pursuant to the terms and
conditions hereof or any Liquidity Agreement shall be equal to the Prime
Rate plus 2.25% per annum.




     Section 4.5 Suspension of the LIBO Rate. If any Financial
Institution notifies the Agent that it has determined that funding its Pro
Rata Share of the Purchaser Interests of the Financial Institutions at a
LIBO Rate would violate any applicable law, rule, regulation, or directive
of any governmental or regulatory authority, whether or not having the
force of law, or that (i) deposits of a type and maturity appropriate to
match fund its Purchaser Interests at such LIBO Rate are not available or
(ii) such LIBO Rate does not accurately reflect the cost of acquiring or
maintaining a Purchaser Interest at such LIBO Rate, then the Agent shall
suspend the availability of such LIBO Rate and require Seller to select the
Prime Rate plus 2.25% per annum as the Discount Rate for any
Purchaser Interest accruing Yield at such LIBO Rate.




     (g) Section 6.2 of the RPA is amended by (i) deleting the word “and” appearing at the
end of clause (iv) of such section, (ii) replacing the “.” at the end of clause (v) of such
section and replacing it with “; and” and (iii) inserting the following new clause (vi)
immediately after the end of clause (v):




     (vi) the Seller shall have delivered evidence reasonably satisfactory
to the Agent that each of the Collection Accounts maintained at JPMorgan
Chase Bank, N.A. and The Northern Trust Company is titled in the name of the
Seller.




     (h) Section 7.1(b) of the RPA is amended by adding the following clause (vii) to the
end of such section:




     (vii) Appointment of Independent Director. The decision to
appoint a new director of the Seller as the “Independent Director” for
purposes of this Agreement, such notice to be issued not less than ten (10)
days prior to the



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effective date of such appointment and to certify that the designated
Person satisfies the criteria set forth in the definition herein of
“Independent Director.”




     (i) Section 7.1(i)(F) of the RPA is amended and restated in its entirety as follows:




     (F) at all times have a Board of Directors consisting of three members,
at least one member of which is an Independent Director; provided
that in the case of any Independent Director having become incapacitated,
died or resigned without adequate prior notice to the Seller, such event
shall not constitute a breach of this Section 7.1(i)(F) unless the
Seller shall have failed to appoint a replacement Independent Director
meeting the requirements of this Agreement within a period of fifteen days
following such death or resignation;




     (j) Section 9.1(f)(iii) of the RPA is amended and restated in its entirety as follows:




     (iii) the average Dilution Ratio, with respect to the three months then
most recently ended, shall exceed (A) in respect of any calendar month
ending on or before March 31, 2010, 10.00% and (B) thereafter, 8.00%




     (k) Section 9.1 of the RPA is amended by adding the following clause (m) to the end of
such section:




     (m) Any Person shall be appointed as an Independent Director of the
Seller without prior notice thereof having been given to the Agent in
accordance with Section 7.1(b)(vii) or without the written
acknowledgement by the Agent that such Person conforms, to the satisfaction
of the Agent, with the criteria set forth in the definition herein of
“Independent Director.”




     (l) The definition of “Concentration Limit” in Exhibit I to the RPA is amended and
restated in its entirety to read as follows:




     “Concentration Limit” means, at any time, for any Obligor, 3.5%
of the aggregate Outstanding Balance of Eligible Receivables at such time,
or such other amount (a “Special Concentration Limit”) for such
Obligors as the Agent may, in its sole and absolute discretion following a
written request therefor by the Seller, designate from time to time;
provided, that in the case of an Obligor and any Affiliate of such
Obligor, the Concentration Limit shall be calculated as if such Obligor and
such Affiliate are one Obligor; and provided, further, that
Company or the Required Financial Institutions may, upon not less than three
Business Days’ notice to Seller, cancel any Special Concentration Limit that
exceeds 3.5% of the aggregate Outstanding Balance of Eligible Receivables.




     As of November 16, 2009, the Special Concentration Limit for each of
the following Obligors shall be the percentage of the aggregate Outstanding
Balance of Eligible Receivables listed opposite such Obligor’s name:



	 	 	 
	Obligor	 	Special Concentration Limit
	Applied Industrial 

Technologies

	 	6% of the Outstanding Balance of Eligible Receivables






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	Obligor	 	Special Concentration Limit
	Caterpillar Inc.

	 	6% of the Outstanding Balance of Eligible
Receivables; provided, that if, at any time,
Caterpillar Inc.’s senior unsecured long-term
non-credit enhanced debt is not (x) rated A or
better by S&P and (y) rated A2 or better by Moody’s,
the “Concentration Limit” in respect of Caterpillar
Inc. shall mean 3.5% of the aggregate Outstanding
Balance of Eligible Receivables at such time
	 
	 	 
	General Dynamics

	 	8% of the Outstanding Balance of Eligible Receivables
	 
	 	 
	Robert Bosch LLC

	 	8% of the Outstanding Balance of Eligible Receivables







     (m) The definition of “Credit Agreement” in Exhibit I to the RPA is amended and
restated in its entirety to read as follows:




     “Credit Agreement” means that certain Amended and Restated
Credit Agreement dated as of July 10, 2009 among the Performance Guarantor,
certain subsidiary guarantors from time to time party thereto, Bank of
America, N.A. and KeyBank National Association, as Co-Administrative Agents,
the “Lenders” from time to time party thereto and the other “agents” and
“arrangers” party thereto, and the lenders from time to time party thereto,
as the same may from time to time be amended or modified (i) for purposes of
Section 9.3(b) hereof, in accordance with the terms set forth in
Part C of Schedule C hereto, or (ii) in any other respect,
in accordance with the terms of the Credit Agreement.




     (n) The definition of “Default Rate” in Exhibit I to the RPA is amended by deleting the
percentage “2.50%” appearing therein and replacing such percentage with the percentage
“4.25%”.




     (o) The definition of “Discount Rate” in Exhibit I to the RPA is amended and restated
in its entirety to read as follows:




     “Discount Rate” means, (i) the Prime Rate plus 2.25% per
annum or (ii) the LIBO Rate, as applicable, with respect to each Purchaser
Interest of the Financial Institutions. Notwithstanding the foregoing, if an
Amortization Event has occurred and is continuing, the “Discount Rate” shall
equal the Default Rate.




     (p) The definition of “Disputed Ratio” in Exhibit I to the RPA is amended and restated
in its entirety to read as follows:




     “Disputed Ratio” means, the ratio (expressed as a percentage)
with respect to any month, equal to (i) the Outstanding Balance of all
Disputed Receivables as of the last day of such month, divided by (ii) the
aggregate Outstanding Balance of all Receivables as of the last day of such
month.




     (q) The definition of “Eligible Receivable” in Exhibit I to the RPA is amended by
deleting the percentage “3.0%” appearing in clause (i) of such definition and replacing such
percentage with the percentage “3.5%”.



-5-









 






     (r) The definition of “Eligible Receivable” in Exhibit I to the RPA is further amended
to (i) insert the word “and” at the end of clause (xviii) thereto and (ii) insert a period
at the end of clause (xix).




     (s) The definition of “Eligible Receivable” in Exhibit I to the RPA is further amended
by deleting clause (xx) of such definition in its entirety.




     (t) The definition of “Independent Director” in Exhibit I to the RPA is amended and
restated in its entirety to read as follows:




     “Independent Director” shall mean a member of the Board of
Directors of Seller who (i) shall not have been at the time of such Person’s
appointment or at any time during the preceding five years, and shall not be
as long as such Person is a director of the Seller, (A) a member, manager,
director, officer, employee, partner, shareholder or Affiliate of any of the
following Persons (collectively, the “Independent Parties”):
Servicer, Originator, or any of their respective Subsidiaries or Affiliates
(other than Seller), (B) a supplier to any of the Independent Parties, (C) a
Person controlling or under common control with any partner, shareholder,
member, manager, Affiliate or supplier of any of the Independent Parties, or
(D) a member of the immediate family of any director, officer, employee,
partner, shareholder, member, manager, Affiliate or supplier of any of the
Independent Parties; (ii) has prior experience as an independent director
for a corporation or limited liability company whose charter documents
required the unanimous consent of all independent directors thereof before
such corporation or limited liability company could consent to the
institution of bankruptcy or insolvency proceedings against it or could file
a petition seeking relief under any applicable federal or state law relating
to bankruptcy and (iii) has at least three years of employment experience
with one or more entities that provide, in the ordinary course of their
respective businesses, advisory, management or placement services to issuers
of securitization or structured finance instruments, agreements or
securities. Nothing in this definition shall prohibit any Person that (x)
is an “independent director”, “independent manager” or the equivalent
thereof of any Affiliate to any supplier of any Independent Party that is
intended to be structured as a “bankruptcy remote” entity or of any Person
described in clause (C) or (D) with respect to such Affiliate and (y)
satisfies each of the other criteria set forth in this definition from being
an “Independent Director” of the Seller.




     (u) The definition of “LIBO Rate” in Exhibit I to the RPA is amended by deleting the
percentage “2.50%” appearing therein and replacing such percentage with the percentage
“3.25%”.




     (v) The definition of “Liquidity Termination Date” in Exhibit I to the RPA is amended
by deleting the date “December 18, 2009” appearing therein and replacing such date with the
date “November 15, 2010”.




     (w) The definition of “Loss Horizon Ratio” in Exhibit I to the RPA is amended and
restated in its entirety to read as follows:



-6-









 






     “Loss Horizon Ratio” means, the ratio (expressed as a
percentage) at any time equal to (i) the aggregate Original Balance of
Receivables generated by the Originator during the Applicable Loss Horizon
Period then most recently ended, divided by (ii) the aggregate Outstanding
Balance of Eligible Receivables as of the end of the most recently ended
month.




     (x) The definition of “Outstanding Balance” in Exhibit I to the RPA is amended by
adding the following sentence to the end of such definition:




     In the event that the outstanding principal balance of any Receivable
is reported as having one amount in an aging report of the Receivables and a
different amount in a rollforward of the Receivables, the “Outstanding
Balance” of such Receivable for all purposes hereof shall be the lower of
the two reported amounts.




     (y) The definition of “Prime Rate” in Exhibit I to the RPA is amended and restated in
its entirety to read as follows:




     “Prime Rate” means, for any day, a rate per annum equal to the greatest
of:




     (a) the rate of interest per annum publicly announced from time to time
by JPMorgan as its prime rate in effect at its principal office in New York
City (the “Base Rate”);




     (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%
and




     (c) the LIBO Rate for a one month Tranche Period at approximately 11:00
a.m. London time on such day (or if such day is not a Business Day, the
immediately preceding Business Day) minus 2.25%.




     Any change in the Prime Rate due to a change in the Base Rate, the
Federal Funds Effective Rate or the LIBO Rate shall be effective from and
including the effective date of such change in the Base Rate, the Federal
Funds Effective Rate or the LIBO Rate, respectively.




     (z) The definition of “U.S. Auto Receivable” in Exhibit I to the RPA is deleted in its
entirety.




     (aa) Schedule A to the RPA is amended and restated in its entirety to read as set forth
on Attachment I hereto.




     (bb) Schedule C to the RPA is amended and restated in its entirety to read as set forth
on Attachment II hereto.




     (cc) Exhibit V-1 to the RPA is amended and restated in its entirety to read as set forth on Attachment III hereto.




     (dd) Exhibit V-2 to the RPA is amended and restated in its entirety to read as set forth on
Attachment IV hereto.



-7-









 





          3. Waiver. Subject to the satisfaction of the conditions precedent set forth in
Section 4 below, the Purchasers and the Agent hereby waive any Potential Amortization Event
or Amortization Event occurring under Section 9.1(a)(iii) of the RPA resulting from any failure by
the Seller and the Servicer to deliver (or cause the delivery of) compliance certificates signed by
the Performance Guarantor and the Seller, as applicable. on the date of the delivery of the
financial statements of the Performance Guarantor in respect of the fiscal quarter ended June 30,
2009 as required by Section 7.1(a)(iii).




          4. Conditions Precedent. The amendments to the RPA and the waiver provided for
hereunder shall become effective as of the date above first written upon the Agent’s receipt of
each of the following, in each case in form, substance and scope reasonably acceptable to the
Agent:





          (a) executed counterparts of this Amendment executed by the authorized signatories of
each of the parties hereto;




          (b) executed counterparts of the Fifth Amended and Restated Fee Letter of even date
herewith executed by the authorized signatories of each of the parties thereto;




          (c) executed Compliance Certificates of the Seller dated as of June 30, 2009 and
September 30, 2009 and an executed Compliance Certificate of the Performance Guarantor dated
as of September 30, 2009;




          (d) a Reaffirmation of Performance Undertaking in substantially the form attached
hereto as Attachment V hereto, executed by the Performance Guarantor in respect of
the Performance Undertaking; and




          (e) payment in full of all fees and reasonable expenses due to the Agent with respect
to this Amendment (including, without limitation, reasonable fees and disbursements of legal
counsel) for which an invoice has been received at least two (2) Business Days prior to the
date of this Amendment.



          5. Representations and Warranties of the Seller. In order to induce the parties
hereto to enter into this Amendment, the Seller represents and warrants that:





          (a) The representations and warranties of Seller set forth in Section 5.1 of the RPA,
as hereby amended, are true, correct and complete on the date hereof as if made on and as of
the date hereof and, upon the effectiveness of this Amendment, there exists no Amortization
Event or Potential Amortization Event on the date hereof, provided that in the case of any
representation or warranty in Section 5.1 of the RPA that expressly relates to facts in
existence on an earlier date, the reaffirmation thereof under this Section 5(a)
shall be made as of such earlier date.




          (b) The execution and delivery by the Seller of this Amendment has been duly authorized
by proper corporate proceedings of the Seller and this Amendment, and the RPA, as amended by
this Amendment, constitutes the legal, valid and binding obligation of the Seller,
enforceable against the Seller in accordance with its terms, except as such enforcement may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws of general applicability affecting the enforcement of creditors’ rights generally.



          6. Representations and Warranties of Timken. In order to induce the parties hereto to
enter into this Amendment, Timken represents and warrants that:







-8-









 









          (a) The representations and warranties of the Servicer and the Originator set forth in
Section 5.1 of the RPA, as hereby amended, are true, correct and complete on the date hereof
as if made on and as of the date hereof and, upon the effectiveness of this Amendment, there
exists no Amortization Event, Potential Amortization Event, Termination Event or Potential
Termination Event on the date hereof, provided that in the case of any representation or
warranty in Section 5.1 of the RPA that expressly relates to facts in existence on an
earlier date, the reaffirmation thereof under this Section 6(a) shall be made as of
such earlier date.




          (b) The execution and delivery by Timken of this Amendment has been duly authorized by
proper corporate proceedings of Timken and this Amendment, and the RPA, as amended by this
Amendment, constitutes the legal, valid and binding obligation of Timken, enforceable
against Timken in accordance with its terms, except as such enforcement may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of
general applicability affecting the enforcement of creditors’ rights generally.



          7. Ratification. The RPA, as amended hereby, is hereby ratified, approved and
confirmed in all respects.




          8. Reference to the RPA. From and after the effective date hereof, each reference in
the RPA to “this Agreement”, “hereof”, or “hereunder” or words of like import, and all references
to the RPA in any and all agreements, instruments, documents, notes, certificates and other
writings of every kind and nature shall be deemed to mean the RPA as amended by this Amendment.




          9. Costs and Expenses. The Seller agrees to pay all reasonable costs, fees and
out-of-pocket expenses (including attorneys’ fees and time charges of attorneys representing the
Agent, which attorneys may be employees of the Agent) incurred by the Agent in connection with the
preparation, execution and enforcement of this Amendment.




          10. CHOICE OF LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS.




          11. Execution of Counterparts. This 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 signature page of this Amendment by facsimile or
electronic transmission (including a .pdf delivered via electronic mail) shall be as effective as
delivery of a manually executed counterpart hereof.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]






-9-









 








          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered
by their duly authorized signatories as of the date first above written:




	 	 	 	 	 
	 	TIMKEN RECEIVABLES CORPORATION, as Seller

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE TIMKEN CORPORATION,

as Servicer and as Originator

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	PARK AVENUE RECEIVABLES COMPANY, LLC

 	 
	 	By:  	JPMorgan Chase Bank, N.A., its
attorney-in-fact 	 
	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	JPMORGAN CHASE BANK, N.A., as a Financial
Institution and as Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Page to

Waiver and Amendment No. 7 to Amended and Restated Receivables Purchase Agreement






 









 








ATTACHMENT I TO WAIVER AND AMENDMENT NO. 7 TO

AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT




SCHEDULE A



(attached)



 









 





SCHEDULE A




COMMITMENTS OF FINANCIAL INSTITUTIONS



	 	 	 	 	 
	Financial Institution	 	Commitment
	JPMorgan Chase Bank, N.A.
	 	$	100,000,000	 







 











 





ATTACHMENT II TO WAIVER AND AMENDMENT NO. 7 TO

AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT




SCHEDULE C



(attached)



 









 





SCHEDULE C




FINANCIAL COVENANTS RELATING TO THE PERFORMANCE GUARANTOR



     A. Definitions: Capitalized terms used herein and not otherwise defined herein shall
have the meanings attributed to such terms in the Credit Agreement as in effect as July 10, 2009
without giving effect to an amendments or modifications thereto (other than those made in
accordance with clause (C) of this Schedule (C)).



     B. Financial Covenants Relating to the Performance Guarantor. The occurrence of any
of the following shall constitute a Servicer Default under the Agreement:




1. Consolidated Leverage Ratio. The Consolidated Leverage Ratio shall at any time
be greater than (i) 3.75 to 1.0 from November 16, 2009 through and including March 31,
2010, (ii) 3.25 to 1.0 from April 1, 2010 through and including June 30, 2010 and (iii) 3.0
to 1.0 thereafter.




2. Consolidated Interest Coverage Ratio. The Consolidated Interest Coverage Ratio
shall at any time be less than or equal to 4.0 to 1.0.




3. Consolidated Tangible Net Worth. Consolidated Tangible Net Worth shall at any
time be less than the sum of 85% of Consolidated Tangible Net Worth as of the last day of
the fiscal quarter ended June 30, 2009, increased on a cumulative basis as of the end of
each fiscal quarter of the Performance Guarantor by an amount equal to 50% of Consolidated
Net Income (to the extent positive and without giving effect, to the extent deducted in
calculating Consolidated Net Income, to (i) any non-cash impairment, restructuring,
reorganization, implementation, manufacturing rationalization and other special charges
during such period or (ii) any cash restructuring charges during such period;
provided that the aggregate amount of all such cash restructuring charges excluded
pursuant to this clause (ii) during the term of the Credit Agreement shall not exceed
$175,000,000) for such fiscal quarter.




4. Capital Expenditures. The aggregate amount of Capital Expenditures made by the
Performance Guarantor and the Subsidiaries in any period set forth below shall exceed the
amount set forth below for such period:




	 	 	 	 	 
	Fiscal Year (or portion thereof)	 	Amount	 
	July 1, 2009 to December 31, 2009
	 	$	175,000,000	 for balance of 2009
	2010
	 	$	200,000,000	 
	2011
	 	$	200,000,000	 
	January 1, 2012 to the Maturity Date
	 	$	200,000,000	 






 









 







provided, that, (a) the amount of permitted Capital Expenditures set forth above in respect
of fiscal year 2010, shall be increased (but not decreased) by up to $25,000,000 of unused
permitted Capital Expenditures for the immediately preceding fiscal year and (b) the amount
of permitted Capital Expenditures set forth above in respect of fiscal year 2011, shall be
increased (but not decreased) by up to the greater of (i) an amount equal to 50% of the
amount of unused permitted Capital Expenditures for the immediately preceding fiscal year
or (ii) $25,000,000 of unused permitted Capital Expenditures for the immediately preceding
fiscal year.



     C. Effect of Modification of the Credit Agreement. If, after the date hereof, any of
the financial covenants set forth in the Credit Agreement (or any of the defined terms used in
connection with such financial covenants) are amended, modified or waived, then the relevant
financial covenants set forth in Part B above or the defined terms used therein, as
applicable, shall, for all purposes of this Agreement, automatically and without further action on
the part of any Person, be deemed to be so amended, modified or waived, if at the time of such
amendment, modification or waiver, (i) JPMorgan is a party to the Credit Agreement and (ii) such
amendment, modification or waiver is consummated in accordance with the terms of the Credit
Agreement.



 









 





ATTACHMENT III TO WAIVER AND AMENDMENT NO. 7 TO

AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT




EXHIBIT V-1



(attached)



 









 





EXHIBIT V-1




FORM OF COMPLIANCE CERTIFICATE: SELLER


To: JPMorgan Chase Bank, N.A., as Agent




     This Compliance Certificate is furnished pursuant to that certain Amended and Restated
Receivables Purchase Agreement dated as of December 30, 2005 among Timken Receivables Corporation
(the “Seller”), The Timken Corporation (the “Servicer”), the Purchasers party
thereto and JPMorgan Chase Bank, N.A., as agent for such Purchasers and as L/C Issuer (as amended,
restated, supplemented or otherwise modified from time to time, the “Agreement”).



     THE UNDERSIGNED HEREBY CERTIFIES THAT:



     1. I am the duly elected ____________ of Seller.



     2. I have reviewed the terms of the Agreement and I have made, or have caused to be made
under my supervision, a detailed review of the transactions and conditions of Seller and its
Subsidiaries during the accounting period ended as of [INSERT THE END DATE OF THE MOST RECENTLY
ENDED FISCAL QUARTER].



     3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of,
the existence of any condition or event which constitutes an Amortization Event or Potential
Amortization Event, as each such term is defined under the Agreement, during or at the end of the
accounting period covered by the attached financial statements or as of the date of this
Certificate, except as set forth in paragraph 4 below.



     4. Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the
nature of the condition or event, the period during which it has existed and the action which
Seller has taken, is taking, or proposes to take with respect to each such condition or event:


 



 



 



 




     The foregoing certifications are made and delivered this [INSERT DATE OF EXECUTION OF THE
COMPLIANCE CERTIFICATE].



	 	 	 	 	 
	 	 	 
	 	 	 	 
	 	 	Name:  	 	 
	 	 	 	 



 









 






	 	 	 	 	 



ATTACHMENT III TO WAIVER AND AMENDMENT NO. 7 TO

AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT




EXHIBIT V-2



(attached)



 









 





EXHIBIT V-2




FORM OF COMPLIANCE CERTIFICATE: PERFORMANCE GUARANTOR


To: JPMorgan Chase Bank, N.A., as Agent





     This Compliance Certificate is furnished pursuant to that certain Amended and Restated
Receivables Purchase Agreement dated as of December 30, 2005 among Timken Receivables Corporation
(the “Seller”), The Timken Corporation (the “Servicer”), the Purchasers party
thereto and JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA (Main Office Chicago)),
as agent for such Purchasers and as L/C Issuer (as amended, restated, supplemented or otherwise
modified from time to time, the “Agreement”).



     THE UNDERSIGNED HEREBY CERTIFIES THAT:



     1. I am the duly elected ____________ of the Performance Guarantor.



     2. I have reviewed the terms of the Agreement and I have made, or have caused to be made
under my supervision, a detailed review of the transactions and conditions of the Performance
Guarantor and its Subsidiaries during the accounting period ended as of [INSERT THE END DATE OF THE
MOST RECENTLY ENDED FISCAL QUARTER]



     3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of,
the existence of any condition or event which constitutes an Amortization Event or Potential
Amortization Event, as each such term is defined under the Agreement, during or at the end of the
accounting period covered by the attached financial statements or as of the date of this
Certificate, except as set forth in paragraph 5 below.



     4. Schedule I attached hereto sets forth computations evidencing the compliance with the
financial tests set forth in Schedule C to the Agreement, all of which data and computations are
true, complete and correct.



     5. Described below are the exceptions, if any, to paragraph 3 by listing, in detail, the
nature of the condition or event, the period during which it has existed and the action which the
Performance Guarantor has taken, is taking, or proposes to take with respect to each such condition
or event:


 



 



 



 




 









 








     The foregoing certifications, together with the computations set forth in Schedule I
hereto are made and delivered this [INSERT DATE OF EXECUTION OF THE COMPLIANCE CERTIFICATE].



	 	 	 	 	 
	 	 	 
	 	 	 	 
	 	 	Name:  	 	 
	 	 	 	 




 









 








SCHEDULE I TO COMPLIANCE CERTIFICATE




     A. Schedule of compliance as of [INSERT THE END DATE OF THE MOST RECENTLY ENDED FISCAL
QUARTER] with the financial covenants set forth in Schedule C of the Agreement. Unless
otherwise defined herein, the terms used in this Compliance Certificate have the meanings ascribed
thereto in the Agreement.



 









 





ATTACHMENT V TO WAIVER AND AMENDMENT NO. 7 TO AMENDED AND

RESTATED RECEIVABLES PURCHASE AGREEMENT




FORM OF REAFFIRMATION OF PERFORMANCE UNDERTAKING



(attached)



 









 





REAFFIRMATION OF PERFORMANCE UNDERTAKING




November 16, 2009



JPMorgan Chase Bank, N.A., as Agent

c/o J.P. Morgan Securities Inc.

270 Park Avenue, 10th Floor

New York, New York 10017




          The undersigned, The Timken Company, hereby:




          (i) acknowledges, and consents to, the execution of that certain Waiver and Amendment No. 7 to
Amended and Restated Receivables Purchase Agreement (the “Amendment”), of even date
herewith, among Timken Receivables Corporation (the “Seller”), The Timken Corporation
(“Timken”), the funding sources party thereto as the Financial Institutions, Park Avenue
Receivables Company, LLC (together with the Financial Institutions, the “Purchasers”) and
JPMorgan Chase Bank, N.A., as agent (the “Agent”);




          (ii) reaffirms all of its obligations under that certain Performance Undertaking dated as of
December 18, 2002 (the “Performance Undertaking”) made by the undersigned in favor of the
Agent, the Purchasers and the L/C Issuer; and




          (iii) acknowledges and agrees that, after giving effect to the Amendment, such Performance
Undertaking remains in full force and effect and is hereby ratified and confirmed.




	 	 	 	 	 
	 	THE TIMKEN COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: