Letter Amendment to Credit Agreement among The Timken Company, Lenders, and Agents (September 3, 2004)

 EXHIBIT 4.1 

 LETTER AMENDMENT 

 Dated as of September 3, 2004

To the banks, financial institutions and other institutional lenders (collectively, the "Lenders") parties to the Credit Agreement referred to below and to Bank of America, N.A. and Keybank National Association, as co-administrative agents (the "Agents") for the Lenders

Ladies and Gentlemen:

 We refer to the Credit Agreement dated as of December 31, 2002 (as amended, supplemented or otherwise modified through the date hereof, the "Credit Agreement") among the undersigned and you and the other Lenders party thereto from time to time. Capitalized terms not otherwise defined in this Letter Amendment have the same meanings as specified in the Credit Agreement.

 It is hereby agreed by you and us as follows:

 The Credit Agreement is, effective as of the date of this Letter Amendment, hereby amended as follows:

 (a) Section 1.01 is amended by amending the definition of "Subsidiary" to add the following proviso at the end of the first sentence thereof:

 "provided, that notwithstanding the foregoing, PEL Technologies, L.L.C. shall not be a Subsidiary hereunder"

 (b) Section 2.05(b) is amended by amending and restating the first proviso set forth therein to read in full as follows:

 "provided, however, that the Borrower shall be required to prepay Revolving Credit Loans with the Net Cash Proceeds of any Disposition of any property or assets permitted by Sections 7.05(f), (i) and (j) only to the extent that the aggregate Net Cash Proceeds from all such Dispositions exceeds $270,000,000;"

 This Letter Amendment shall become effective as of the date first above written when, and only when the Agents shall have received counterparts of this Letter Amendment executed by the undersigned and the Required Lenders or, as to any of the Lenders, advice satisfactory to the Agents that such Lender has executed this Letter Amendment, and the consent attached hereto executed by the Guarantors. This Letter Amendment is subject to the provisions of Section 10.01 of the Credit Agreement.

 On and after the effectiveness of this Letter Amendment, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like import referring to the Credit

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Agreement, and each reference in the Notes and each of the other Loan Documents to "the Credit Agreement", "thereunder", "thereof" or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Letter Amendment.

 The Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Letter Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Letter Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agents under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

 If you agree to the terms and provisions hereof, please evidence such agreement by executing and returning (i) one counterpart of this Letter Amendment by fax to Jessica Miller, Shearman & Sterling (telephone ###-###-####, fax ###-###-####) no later than noon on Tuesday, August 31, 2004 and (ii) at least three counterparts of this Letter Amendment to Jessica Miller, Shearman & Sterling, 599 Lexington Avenue, New York, New York at your earliest convenience.

 This Letter 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 counterpart of a signature page to this Letter Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Letter Amendment.

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 This Letter Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

 Very truly yours,

 THE TIMKEN COMPANY

 By /s/Sallie B. Bailey Title: Senior Vice President- Finance and Corporate Controller 

Agreed as of the date first above written:

KEYBANK NATIONAL ASSOCIATION, as Co-Administrative Agent and as Lender

By /s/Marianne T. Meil Title: Vice President 

BANK OF AMERICA, N.A., as Co-Administrative Agent and as Lender

By /s/Thomas R. Durham Title: Managing Director

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Agreed as of the date first above written: 

_________________________________ The Bank of New York 

By /s/Kenneth R. McDonnell Title: Vice President 

 CONSENT 

 Dated as of September 3, 2004

 Each of the undersigned, as Guarantors under the Subsidiary Guaranty dated as of December 31, 2002, as supplemented by the Subsidiary Guaranty Supplements dated February 18, 2003 (collectively, the "Guaranty") in favor of the Agents and the Lenders party to the Credit Agreement referred to in the foregoing Letter Amendment, hereby consents to such Letter Amendment and hereby confirms and agrees that notwithstanding the effectiveness of such Letter Amendment, the Guaranty is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of such Letter Amendment, each reference in the Guaranty to the "Credit Agreement", "thereunder", "thereof" or words of like import shall mean and be a reference to the Credit Agreement, as amended by such Letter Amendment.

 EDC, INC. 

 By /s/Scott A. Scherff Title: Secretary

 HANDPIECE HEADQUARTERS CORPORATION 

 By /s/Scott A. Scherff Title: Assistant Secretary 

 KILIAN HOLDINGS, INC.

 By /s/Scott A. Scherff Title: Secretary  

 KILIAN MANUFACTURING CORPORATION

 By /s/Scott A. Scherff Title: Secretary

 LATROBE STEEL COMPANY

 By /s/Scott A. Scherff Title: Assistant Secretary

 MPB CORPORATION

 By /s/Scott A. Scherff Title: Assistant Secretary

 MPB EXPORT CORPORATION

 By /s/Scott A. Scherff Title: Assistant Secretary

 OH&R SPECIAL STEELS COMPANY

 By /s/Scott A. Scherff Title: Secretary

 RAIL BEARING SERVICE CORPORATION

 By /s/Scott A. Scherff Title: Assistant Secretary

 TIMKEN COMMUNICATIONS COMPANY

 By /s/Scott A. Scherff Title: Secretary

 THE TIMKEN CORPORATION

 By /s/Scott A. Scherff Title: Corporate Secretary and Assistant General Counsel

 TIMKEN INDUSTRIAL SERVICES, LLC

 By /s/Scott A. Scherff Title: Secretary

 TIMKEN SERVICE AND SALES COMPANY

 By /s/Scott A. Scherff Title: Secretary

 TIMKEN US CORPORATION (F/K/A THE TORRINGTON COMPANY)

 By /s/Scott A. Scherff Title: Corporate Secretary and Assistant General Counsel 

C:\\\\Basinski\Timken Corp\2005\NYDOCS03-737734-Letter Amend to Credit Agr- conformed.doc 

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Agreed as of the date first above written: 

THE BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH 

By /s/Shinichiro Munechika Title: Deputy General Manager

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Agreed as of the date first above written: 

Branch Banking and Trust Co. 

By /s/ Title: VP

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Agreed as of the date first above written: 

_________________________________ CIBC Inc. 

By /s/George Knight Title: Managing Director CIBC World Markets Corp. as Agent  

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Agreed as of the date first above written: 

Citizens Bank of Pennsylvania 

By /s/Debra L. McAllonis Title: Senior Vice President  

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Agreed as of the date first above written: 

Fifth Third Bank 

By /s/ Title: Vice President

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Agreed as of the date first above written: 

HSBC Bank USA, National Association 

By /s/ Title: Senior Vice President, #9426

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Agreed as of the date first above written: 

Mellon Bank, N.A. 

By /s/ Title: Vice President

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Agreed as of the date first above written: 

Merrill Lynch Capital Corporation 

By /s/ Title: Director

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Agreed as of the date first above written: 

Morgan Stanley Bank 

By /s/Daniel Twenge Title: Vice President  

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Agreed as of the date first above written: 

THE NORTHERN TRUST COMPANY 

By /s/Thomas E. Bernhardt Title: Vice President

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Agreed as of the date first above written: 

SANPAOLO IMI SpA 

By /s/Carlo Persico Title: CEO for the Americas 

By /s/Luca Sacchi Title: Vice President 

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Agreed as of the date first above written: 

SOCIETE GENERALE 

By /s/Anne Marie Dumortier Title: Vice President  

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Agreed as of the date first above written: 

SUNTRUST BANK 

By /s/William C. Humphries Title: Managing Director  

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Agreed as of the date first above written: 

UNIZAN BANK NATIONAL ASSOCIATION 

By /s/ Title: Vice President 

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Agreed as of the date first above written: 

U.S. Bank, N.A. 

By /s/ Title: Vice President  

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Agreed as of the date first above written: 

Wachovia Bank, N.A. 

By /s/Nathan R. Rantala Title: Vice President