Exhibit 10.72
SECOND AMENDMENT TO CREDIT AGREEMENT
SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated
as of February 25, 2004, among AMETEK, INC. (the "Borrower"), the lending
institutions party to the Credit Agreement referred to below (the "Banks"), PNC
BANK, NATIONAL ASSOCIATION, SUNTRUST BANK, FLEET NATIONAL BANK and WACHOVIA
BANK, N.A. (f/k/a First Union National Bank), as Syndication Agents (the
"Syndication Agents"), and JPMORGAN CHASE BANK (f/k/a The Chase Manhattan Bank),
as Administrative Agent (the "Administrative Agent"). All capitalized terms used
herein and not otherwise defined shall have the respective meanings provided
such terms in the Credit Agreement.
WITNESSETH:
WHEREAS, the Borrower, the Banks, the Syndication Agents and
the Administrative Agent are parties to a Credit Agreement, dated as of
September 17, 2001 (as amended, modified and supplemented prior to the date
hereof, the "Credit Agreement"); and
WHEREAS, the parties hereto wish to amend the Credit Agreement
as herein provided;
NOW, THEREFORE, it is agreed:
I. Amendment.
1. Section 2.01(b)(i) of the Credit Agreement is hereby
amended by deleting the text "$30,000,000" appearing in said Section and
inserting the text "$40,000,000" in lieu thereof.
2. The definition of "Final Maturity Date" appearing in
Section 10 of the Credit Agreement is hereby amended by deleting said definition
in its entirety and inserting the following new definition in lieu thereof:
"Final Maturity Date" shall mean February 25, 2009."
3. The Credit Agreement is hereby further amended by
deleting Part A of Schedule I thereto in its entirety and inserting Part A of
Schedule I hereto in lieu thereof.
II. Miscellaneous.
1. In order to induce the Banks to enter into this Amendment, the
Borrower hereby represents and warrants that:
(a) on the Second Amendment Effective Date (as
defined below), no Default or Event of Default exists, both before and
after giving effect to this Amendment;
(b) on and as of the Second Amendment Effective Date,
all representations and warranties contained in the Credit Agreement or
the other Credit Documents are true and correct in all material
respects, both before and after giving effect to this Amendment; and
(c) on and as of the Second Amendment Effective Date,
there are no Competitive Bid Loans Outstanding.
2. This Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement or any other Credit Document.
3. This Amendment may be executed in any number of counterparts
and by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Administrative Agent.
4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
5. This Amendment shall become effective on the date (the "Second
Amendment Effective Date") when each of the following conditions shall have been
satisfied; provided that the Second Amendment Effective Date may occur
concurrently with the last of such conditions to be satisfied:
(i) the Borrower and each Bank shall have signed a counterpart
hereof (whether the same or different counterparts) and shall have delivered
(including by way of facsimile transmission) the same to the Administrative
Agent at its Notice Office;
(ii) the Borrower shall have paid to the Administrative Agent and
the Banks all fees, costs and expenses (including legal fees and expenses but
excluding the Amendment Fee referred to Section 6 below) payable to the
Administrative Agent and the Banks to the extent then due;
(iii) the Administrative Agent shall have received from counsel to
the Credit Parties satisfactory to the Administrative Agent, an opinion
addressed to the Administrative Agent, each Co-Agent, each Syndication Agent,
the Documentation Agent and each of the Banks and dated the Second Amendment
Effective Date, which opinion shall cover such matters incident hereto and the
other transactions contemplated in connection herewith as the Administrative
Agent may reasonably request; and
(iv) the Borrower shall have repaid all Loans and shall have paid
all accrued but unpaid interest and Fees.
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6. The Borrower hereby covenants and agrees that, so long as the
Second Amendment Effective Date occurs, it shall pay to each Bank a
non-refundable cash fee (the "Amendment Fee") in an amount equal to a percentage
to be agreed of an amount equal to the Commitment of such Bank (as in effect on
the Second Amendment Effective Date immediately after giving effect to this
Amendment), which Amendment Fee shall not be subject to counterclaim or set-off,
or be otherwise affected by, any claim or dispute relating to any other matter
and shall be paid by the Borrower to the Administrative Agent for distribution
to the Banks not later than the second Business Day following the Second
Amendment Effective Date.
7. From and after the Second Amendment Effective Date, all
references in the Credit Agreement and each of the other Credit Documents to the
Credit Agreement shall be deemed to be references to the Credit Agreement as
modified hereby.
* * *
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IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment as of the date first
above written.
AMETEK, INC.
By: /s/Deirdre D. Saunders
--------------------------------------------
Name: Deirdre D. Saunders
Title: VP and Treasurer
JPMORGAN CHASE BANK (f/k/a The Chase
Manhattan Bank),
Individually and as Administrative Agent
By: /s/ Randolph Cates
--------------------------------------------
Name: Randolph Cates
Title: Vice President
PNC BANK, National Association,
Individually and as a Syndication Agent
By: /s/ Denise D. Killen
---------------------------------------------
Name: Denise D. Killen
Title: Vice President
FLEET NATIONAL BANK,
Individually and as a Syndication Agent
By: /s/ Michael J. Ziegler
---------------------------------------------
Name: Michael J. Ziegler
Title: Senior Vice President
SUNTRUST BANK,
Individually and as a Syndication Agent
By: /s/ Stephen Derby
---------------------------------------------
Name: Stephen Derby
Title: Director
WACHOVIA BANK, N.A. (f/k/a First Union
National Bank),
Individually and as a Syndication Agent
By: /s/ Sarah T. Warren
---------------------------------------------
Name: Sarah T. Warren
Title: Director
THE BANK OF NEW YORK
By: /s/ David S. Csatari
---------------------------------------------
Name: David S. Csatari
Title: Vice President
CITIZENS BANK OF PENNSYLVANIA
By: /s/ Megan L. Soltys
---------------------------------------------
Name: Megan L. Soltys
Title: Vice President
KEYBANK NATIONAL ASSOCIATION
By: /s/ Suzannah Harris
---------------------------------------------
Name: Suzannah Harris
Title: Asst. Vice President
MANUFACTURERS AND TRADERS
TRUST COMPANY
By: /s/ Theodore K. Oswald
---------------------------------------------
Name: Theodore K. Oswald
Title: Vice President
ABN AMRO BANK N.V.
By: /s/ Alexander M. Blodi
---------------------------------------------
Name: Alexander M. Blodi
Title: Managing Director
By: /s/ Eric Oppenheimer
---------------------------------------------
Name: Eric Oppenheimer
Title: Vice President
BANCA INTESA
By: /s/ F. Maffei
---------------------------------------------
Name: F. Maffei
Title: Vice President
By: /s/ A.F. Giobbi
---------------------------------------------
Name: A.F. Giobbi
Title: First Vice President
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COMERICA BANK
By: /s/ Richard C. Hampson
---------------------------------------------
Name: Richard C. Hampson
Title: Vice President
DEUTSCHE BANK TRUST COMPANY
AMERICAS
By: /s/ Diane F. Rolfe
---------------------------------------------
Name: Diane F. Rolfe
Title: Vice President
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SCHEDULE I
PART A
COMMITMENTS
JPMorgan Chase Bank $ 35,000,000
PNC Bank, National Association $ 35,000,000
Fleet National Bank $ 30,000,000
SunTrust Bank $ 30,000,000
Wachovia Bank, N.A. $ 30,000,000
The Bank of New York $ 20,000,000
Citizens Bank of Pennsylvania $ 20,000,000
KeyBank National Association $ 20,000,000
Manufacturers and Traders
Trust Company $ 20,000,000
ABN Amro Bank N.V. $ 15,000,000
Banca Intesa $ 15,000,000
Comerica Bank $ 15,000,000
Deutsche Bank Trust
Company Americas $ 15,000,000
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TOTAL $300,000,000