EXHIBIT 10.60
FOURTEENTH AMENDMENT
DATED AS OF DECEMBER 21, 2004
TO
RECEIVABLES SALE AGREEMENT
DATED AS OF OCTOBER 1, 1999
THIS FOURTEENTH AMENDMENT (the "Amendment"), dated as of December 21,
2004, is entered into among Ametek Receivables Corp. (the "Seller"), Ametek,
Inc. (the "Initial Collection Agent"), Amsterdam Funding Corporation, a Delaware
corporation ("Amsterdam"), ABN AMRO Bank N.V., as Amsterdam's program letter of
credit provider (the "Enhancer"), the Liquidity Provider listed on the signature
page hereof (the "Liquidity Provider") and ABN AMRO Bank N.V., as agent for
Amsterdam, the Enhancer and the Liquidity Provider (the "Agent").
WITNESSETH:
WHEREAS, the Seller, Initial Collection Agent, Amsterdam, Enhancer,
Liquidity Provider and Agent have heretofore executed and delivered a
Receivables Sale Agreement, dated as of October 1, 1999 (as amended,
supplemented or otherwise modified through the date hereof, the "Sale
Agreement"),
WHEREAS, the parties hereto desire to amend the Sale Agreement as provided
herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto hereby agree that
the Sale Agreement shall be and is hereby amended as follows:
Section 1. Upon execution by the parties hereto in the space provided for
that purpose below, the Sale Agreement shall be, and it hereby is, amended as
follows:
(a) The date "December 21, 2004" appearing in clause (d) of the
defined term "Liquidity Termination Date" appearing in Schedule I of the
Sale Agreement is deleted and replaced with the date "December 20, 2005."
(b) The date "December 21, 2004" appearing in clause (c)(ii) of
the defined term "Termination Date" appearing in Schedule I of the Sale
Agreement is deleted and replaced with the date "December 20, 2005."
(c) Clause (k) of the defined term "Termination Event" appearing
in Schedule I to the Receivables sale Agreement is hereby amended in its
entirety and as so amended shall read as follows:
(k) the "Leverage Ratio" under and as defined in the Ametek
Credit Agreement is greater than 0.70:1.0; or
(d) Section 5.1(i) of the Sale Agreement is hereby amended in its
entirety and as shall read as follows:
(i) Payments on Receivables, Accounts. The Seller will, and
will cause each Originator to at all times instruct its Obligors to
deliver payments on the Receivables to a Lock-Box Account. If any
such payments or other Collections are received by the Seller or an
Originator, it shall hold such payments in trust for the benefit of
the Agent and the Purchasers and promptly (but in any event within
two Business Days after receipt) remit such funds into a Lock-Box
Account. The Seller will cause each Lock-Box Bank to comply with the
terms of each applicable Lock-Box Letter. The Seller will not permit
the funds of any Affiliate to be deposited into any Lock-Box
Account. If such funds are nevertheless deposited into any Lock-Box
Account, the Seller will promptly identify such funds for
segregation. The Seller will not, and will not permit any Collection
Agent or other Person to, commingle Collections or other funds to
which the Agent or any Purchaser is entitled with any other funds.
The Seller shall only add, and shall only permit an Originator to
add, a Lock-Box Bank, Lock-Box, or Lock-Box Account to those listed
on Exhibit F if the Agent has received notice of such addition, a
copy of any new Lock-Box Agreement and an executed and acknowledged
copy of a Lock-Box Letter substantially in the form of Exhibit F
(with such changes as are acceptable to the Agent) from any new
Lock-Box Bank. The Seller shall only terminate a Lock-Box Bank or
Lock-Box, or close a Lock-Box Account, upon 30 days advance notice
to the Agent.
Section 2. To induce the Agent and the Purchasers to enter into this
Amendment, the Seller and Initial Collection Agent represent and warrant to the
Agent and the Purchasers that: (a) the representations and warranties contained
in the Transaction Documents, are true and correct in all material respects as
of the date hereof with the same effect as though made on the date hereof (it
being understood and agreed that any representation or warranty which by its
terms is made as of a specified date shall be required to be true and correct in
all material respects only as of such specified date); (b) no Potential
Termination Event exists; (c) this Amendment has been duly authorized by all
necessary corporate proceedings and duly executed and delivered by each of the
Seller and the Initial Collection Agent, and the Sale Agreement, as amended by
this Amendment, and each of the other Transaction Documents are the legal, valid
and binding obligations of the Seller and the Initial Collection Agent,
enforceable against the Seller and the Initial Collection Agent in accordance
with their respective terms, except as enforceability may be limited by
bankruptcy, insolvency or other similar laws of general application affecting
the enforcement of creditors' rights or by general principles of equity; and (d)
no consent, approval, authorization, order, registration or qualification with
any governmental authority is required for, and in the absence of which would
adversely effect, the legal and valid execution and delivery or performance by
the Seller or the Initial Collection
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Agent of this Amendment or the performance by the Seller or the Initial
Collection Agent of the Sale Agreement, as amended by this Amendment, or any
other Transaction Document to which they are a party.
Section 3. This Amendment may be executed in any number of counterparts
and by the different parties on separate counterparts and each such counterpart
shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same Amendment.
Section 4. The Seller shall deliver to the Agent within 30 days of this
Amendment executed Lock-Box Letters such that all Collections on Receivables
will be delivered to Lock-Boxes and Lock-Box Accounts for which the relevant
Lock-Box Bank shall have executed and delivered a Lock-Box Letter. Failure to
comply with this covenant shall be a Termination Event.
Section 5. Except as specifically provided above, the Sale Agreement and
the other Transaction Documents shall remain in full force and effect and are
hereby ratified and confirmed in all respects. The execution, delivery, and
effectiveness of this Amendment shall not operate as a waiver of any right,
power, or remedy of any Agent or any Purchaser under the Sale Agreement or any
of the other Transaction Documents, nor constitute a waiver or modification of
any provision of any of the other Transaction Documents. All defined terms used
herein and not defined herein shall have the same meaning herein as in the Sale
Agreement. The Seller agrees to pay on demand all costs and expenses (including
reasonable fees and expenses of counsel) of or incurred by the Agent and each
Purchaser Agent in connection with the negotiation, preparation, execution and
delivery of this Amendment.
Section 6. This Amendment and the rights and obligations of the parties
hereunder shall be construed in accordance with and be governed by the law of
the State of New York.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
and delivered by their duly authorized officers as of the date first above
written.
ABN AMRO BANK N.V., as the Agent, as the
Liquidity Provider and as the Enhancer
By: /s/ Bernard Koh
-------------------------
Name: BERNARD KOH
Title: Senior Vice President
By: /s/ Therese Gremley
--------------------------
Title: Vice President
AMSTERDAM FUNDING CORPORATION
By: /s/ Bernard J. Angelo
--------------------------
Title: Vice President
AMETEK RECEIVABLES CORP.
By: /s/ Deirdre Saunders
-------------------------
Title: Treasurer
AMETEK, INC.
By: /s/ Deirdre Saunders
--------------------------
Title: VP & Treasurer
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