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Exhibit 10.1(c)
THIRD AMENDMENT DATED
AS OF FEBRUARY 28, 1995
TO SECOND AMENDED AND RESTATED
CREDIT AGREEMENT DATED AS OF JANUARY 29, 1993
THIS THIRD AMENDMENT, dated as of February 28, 1995 is entered into by
and among IDEX CORPORATION, a Delaware corporation (the "Borrower"), the
banking institutions signatory to the hereinafter defined Credit Agreement (the
"Banks") and BANK OF AMERICA ILLINOIS (f/k/a/ CONTINENTAL BANK N.A.),
individually and as agent for the Banks (in such capacity, the "Agent").
RECITALS:
A. The Borrower, the Banks and the Agent have entered into that
certain Second Amended and Restated Credit Agreement dated as of January 29,
1993, as amended by that certain First Amendment to Second Amended and Restated
Credit Agreement dated as of May 23, 1994 and that certain Second Amendment to
Second Amended and Restated Credit Agreement dated as of October 24, 1994 (as
such Credit Agreement may hereinafter be amended, supplemented, restated or
otherwise modified and in effect from time to time, the "Credit Agreement").
Terms defined in the Credit Agreement and not otherwise defined herein shall be
used herein as defined in the Credit Agreement.
B. The Borrower, the Banks and the Agent wish to amend certain
provisions of the Credit Agreement.
C. Therefore, in consideration of the premises herein contained,
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT.
1.1 Section 7.2.10 of the Credit Agreement. Section
7.2.10 of the Credit Agreement is hereby amended by deleting the reference to
"$15,000,000" in paragraph (a) and substituting "$30,000,000" in lieu thereof.
1.2 Section 10.1 of the Credit Agreement. Section 10.1
of the Credit Agreement is hereby amended by deleting the definition of
"Applicable Eurodollar Rate Margin" in its entirety and substituting the
following language in lieu thereof:
"'Applicable Eurodollar Rate Margin' means at any time the applicable
percentage per annum determined pursuant to the following matrix by
reference to the ratio of Funded Indebtedness to Operating Cash Flow
as shown in the Compliance Certificate then most recently delivered to
the Banks:
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Ration of Funded Indebtedness to Applicable Eurodollar Rate Margin
Operating Cash Flow
- -------------------------------- ---------------------------------
greater than 3.25 to 1.0 1.5%
greater than 2.75 to 1.0 but less than or 1.25%
equal to 3.25 to 1.0
greater than 2.25 to 1.0 but less than or 1.0%
equal to 2.75 to 1.0
greater than 1.50 to 1.0 but less than or .75%
equal to 2.25 to 1.0
less than or equal to 1.5 to 1.0 .50%
provided further that, if the Borrower shall have failed to deliver to
the Banks by the date required hereunder its Compliance Certificate
pursuant to Section 7.1.1, then until such delivery the Funded
Indebtedness to Operating Cash Flow shall be deemed to be greater than
3.25 to 1.0. The Applicable Eurodollar Rate Margin shall take effect
on March 1, 1995 and be determined by reference to the ratio of
Funded Indebtedness to Operating Cash Flow calculated as of December
31, 1994. Each change in the Applicable Eurodollar Rate Margin
thereafter shall take effect with respect to all outstanding
Eurodollar Loans on the first day of the month immediately succeeding
the month in which such Compliance Certificate is received by the
Banks. Notwithstanding the foregoing, no reduction in the Applicable
Eurodollar Rate Margin shall be effected if a Default shall have
occurred and be continuing on the date when such change would
otherwise occur."
1.3 Section 10.1 of the Credit Agreement. Section 10.1
of the Credit Agreement is hereby amended by deleting the definition of
"Applicable Standby Letter of Credit Fee" in its entirety and substituting the
following language in lieu thereof:
"'Applicable Standby Letter of Credit Fee' means at anytime the
applicable percentage of the Translated Stated Amount of a standby
Letter of Credit determined pursuant to the following matrix by
reference to the ratio of Funded Indebtedness to Operating Cash Flow
as shown in the Compliance Certificate then most recently delivered to
the Banks:
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Stated Expiry Date of Standby Letter of Credit
----------------------------------------------
less than one year equal to or greater
from date of issuance than one year from
the date of issuance
-----------------------------------------------------------------------------------------------------
Ratio of Funded greater than 2.75 to 1.0% 1.5%
Indebtedness to Operating 1.0
Cash Flow;
greater than 2.25 to .75% 1.25%
1.0 but less than or
equal to 2.75 to 1.0
less than or equal to .50% 1.0%
2.25 to 1.0
provided further that, if the Borrower shall have failed to deliver to
the Banks by the date required hereunder its Compliance Certificate
pursuant to Section 7.1.1, then until such delivery the Funded
Indebtedness to Operating Cash Flow shall be deemed to be greater than
2.75 to 1.0. The Applicable Standby Letter of Credit Fee shall take
effect on March 1, 1995 and be determined by reference to the ratio of
Funded Indebtedness to Operating Cash Flow calculated as of December
31, 1994. Each change in the Applicable Standby Letter of Credit Fee
thereafter shall take effect with respect to all outstanding
Eurodollar Loans on the first day of the month immediately succeeding
the month in which Compliance Certificate is received by the Banks.
Notwithstanding the foregoing, no reduction in the Applicable Standby
Letter of Credit Fee shall be effected if a Default shall have
occurred and be continuing on the date when such change would
otherwise occur."
1.4 Exhibit E to the Credit Agreement. Exhibit E to the
Credit Agreement is hereby amended by deleting it in its entirety and
substituting in lieu thereof a new Exhibit E in the form attached hereto as
Exhibit A.
SECTION 2. WARRANTIES. To induce the Agent and the Banks to
enter into this Third Amendment, the Borrower warrants that:
2.1 Authorization. The Borrower is duly authorized to
execute and deliver this Third Amendment and is and will continue to be duly
authorized to borrow monies under the Credit Agreement, as amended hereby, and
to perform its obligations under the Credit Agreement, as amended hereby.
2.2 No Conflicts. The execution and delivery of this
Third Amendment and the performance by the Borrower of its obligations under
the Credit Agreement, as amended hereby, do not and will not conflict with any
provision of law or of the charter or
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by-laws of the Borrower or any Subsidiary or of any agreement binding upon the
Borrower or any Subsidiary.
2.3 Validity and Binding Effect. The Credit Agreement,
as amended hereby, is a legal, valid and binding obligation of the Borrower,
enforceable against the Borrower in accordance with its 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 limiting the availability of equitable remedies.
SECTION 3. CONDITIONS PRECEDENT TO AMENDMENTS. The
amendments contemplated by Section 1 hereof are subject to the satisfaction of
each of the following conditions precedent:
3.1 Documentation. The Borrower shall have delivered to
the Agent all of the following, each duly executed and dated the date hereof,
in form and substance satisfactory to the Agent:
(a) Borrower Resolutions. Copies for each Bank
duly certified by the secretary or an assistant secretary of the
Borrower, of (i) resolutions of the Borrower's Board of Directors
authorizing (A) the execution and delivery of this Third Amendment and
related documents and (B) the borrowings under the Credit Agreement,
as amended hereby, (ii) all documents evidencing other necessary
corporate action and (iii) all approvals or consents, if any, with
respect to this Third Amendment.
(b) Incumbency Certificate. Certificates for
each Bank of the secretary or an assistant secretary of the Borrower
certifying the names of the Borrower's officers authorized to sign
this Third Amendment and all other documents or certificates to be
delivered hereunder, together with the true signatures of such
officers.
(c) Certificate. A certificate of an Authorized
Officer of the Borrower as to the matters set out in Sections 3.2 and
3.3 hereof.
(d) Other. Such other documents as the Agent may
reasonably request.
3.2 No Default. As of the date hereof, no Default or
Event of Default shall have occurred and be continuing.
3.3 Warranties. As of the date hereof, the warranties in
Article VI of the Credit Agreement and in Section 2 of this Third Amendment
shall be true and correct as
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though made on such date, except for such changes as are specifically permitted
under the Credit Agreement.
SECTION 4. GENERAL.
4.1 Expenses. The Borrower agrees to pay the Agent, upon
demand, for all reasonable expenses, including reasonable attorneys' and legal
assistants' fees incurred by the Agent in connection with the preparation,
negotiation and execution of this Third Amendment and any document required to
be furnished therewith.
4.2 Governing Law. This Third Amendment shall be deemed
to be a contract made under and governed by the internal laws of the State of
Illinois. For purposes of any action or proceeding involving this Third
Amendment, the Borrower hereby expressly submits to the jurisdiction of all
federal and state courts located in the State of Illinois and consents that it
may be served with any process or paper by registered mail or by personal
service within or without the State of Illinois, provided a reasonable time for
appearance is allowed.
4.3 Successors. This Third Amendment shall be binding
upon the Borrower, the Agent and the Banks and their respective successors and
assigns, and shall inure to the benefit of the Borrower, the Agent and the
Banks and their successors and assigns.
4.4. Documents Remain in Effect. Except as amended and
modified by this Third Amendment, the Credit Agreement and the other
Instruments executed pursuant to the Credit Agreement remain in full force and
effect and the Borrower hereby ratifies, adopts and confirms its
representations, warranties, agreements and covenants contained in, and
obligations and liabilities under, the Credit Agreement and the other
Instruments executed pursuant to the Credit Agreement.
4.5 References to the Credit Agreement. Upon the
effectiveness of this Third Amendment, each reference in the Credit Agreement
to "this Agreement," "hereunder," "hereof," or words of like import, and each
reference to the Credit Agreement in any and all instruments or documents
provided for in the Credit Agreement or delivered or to be delivered thereunder
or in connection therewith, shall, except where the context otherwise requires,
be deemed a reference to the Credit Agreement, as amended hereby.
4.6 Effective Date. This Third Amendment shall become
effective as of the date first written above upon the execution and delivery of
counterparts of this Third Amendment by each of the Banks, the Guarantors and
the Borrower.
4.7 Counterparts. This Third Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when
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so executed and delivered shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Third
Amendment to be executed and delivered at Chicago, Illinois by their respective
officers thereunto duly authorized as of the date first written above.
IDEX CORPORATION
a Delaware corporation
By: /s/ Wayne P. Sayatovic
-----------------------------------
Name: Wayne P. Sayatovic
Title: Senior Vice President - Finance
PERCENTAGE OF
TOTAL COMMITMENT
- ----------------
22.5% BANK OF AMERICA ILLINOIS
(f/k/a/ Continental Bank N.A.),
as a Bank and as Agent
By:
-----------------------------------
Name:
--------------------------------
Title:
--------------------------------
10.0% BANK OF SCOTLAND
By:
-----------------------------------
Name:
--------------------------------
Title:
--------------------------------
20.0% NATIONAL CITY BANK
By:
-----------------------------------
Name:
--------------------------------
Title:
--------------------------------
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IN WITNESS WHEREOF, the parties hereto have caused this Third
Amendment to be executed and delivered at Chicago, Illinois by their respective
officers thereunto duly authorized as of the date first written above.
IDEX CORPORATION,
a Delaware corporation
By:
-----------------------------------
Name: Wayne P. Sayatovic
Title: Senior Vice President - Finance
PERCENTAGE OF
TOTAL COMMITMENT
- ----------------
22.5% BANK OF AMERICA ILLINOIS
(f/k/a/ Continental Bank N.A.),
as a Bank and as Agent
By: /s/ Thomas C. Denison
-----------------------------------
Name: Thomas C. Denison
--------------------------------
Title: Senior Vice President
--------------------------------
10.0% BANK OF SCOTLAND
By:
-----------------------------------
Name:
--------------------------------
Title:
--------------------------------
20.0% NATIONAL CITY BANK
By:
-----------------------------------
Name:
--------------------------------
Title:
--------------------------------
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IN WITNESS WHEREOF, the parties hereto have caused this Third
Amendment to be executed and delivered at Chicago, Illinois by their respective
officers thereunto duly authorized as of the date first written above.
IDEX CORPORATION,
a Delaware corporation
By:
-----------------------------------
Name: Wayne P. Sayatovic
Title: Senior Vice President - Finance
PERCENTAGE OF
TOTAL COMMITMENT
- ----------------
22.5% BANK OF AMERICA ILLINOIS
(f/k/a/ Continental Bank N.A.),
as a Bank and as Agent
By:
-----------------------------------
Name:
--------------------------------
Title:
--------------------------------
10.0% BANK OF SCOTLAND
By: /s/ Elizabeth Wilson
-----------------------------------
Name: Elizabeth Wilson
--------------------------------
Title: Vice President and Branch Manager
---------------------------------
20.0% NATIONAL CITY BANK
By:
-----------------------------------
Name:
--------------------------------
Title:
--------------------------------
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IN WITNESS WHEREOF, the parties hereto have caused this Third
Amendment to be executed and delivered at Chicago, Illinois by their respective
officers thereunto duly authorized as of the date first written above.
IDEX CORPORATION,
a Delaware corporation
By:
-----------------------------------
Name: Wayne P. Sayatovic
Title: Senior Vice President - Finance
PERCENTAGE OF
TOTAL COMMITMENT
- ----------------
22.5% BANK OF AMERICA ILLINOIS
(f/k/a/ Continental Bank N.A.),
as a Bank and as Agent
By:
-----------------------------------
Name:
--------------------------------
Title:
--------------------------------
10.0% BANK OF SCOTLAND
By:
-----------------------------------
Name:
--------------------------------
Title:
--------------------------------
20.0% NATIONAL CITY BANK
By: /s/ Frank F. Pagura
-----------------------------------
Name: Frank F. Pagura
--------------------------------
Title: Assistant Vice President
--------------------------------
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20.0% PNC BANK, NATIONAL ASSOCIATION
(f/k/a/ Pittsburgh National Bank)
By: /s/ William S. Richards, Jr.
-----------------------------------
Name: William S. Richards, Jr.
--------------------------------
Title: Assistant Vice President
--------------------------------
12.5% UNION BANK
By:
-----------------------------------
Name:
--------------------------------
Title:
--------------------------------
15.0% UNITED STATES NATIONAL BANK OF OREGON
By:
-----------------------------------
Name:
--------------------------------
Title:
--------------------------------
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20.0% PNC BANK, NATIONAL ASSOCIATION
(f/k/a/ Pittsburgh National Bank)
By:
-----------------------------------
Name:
--------------------------------
Title:
--------------------------------
12.5% UNION BANK
By: /s/ Cary Moore /s/ Kurt Hocker
-----------------------------------
Name: Cary Moore Kurt Hocker
--------------------------------
Title: Vice President Credit Officer
--------------------------------
15.0% UNITED STATES NATIONAL BANK OF OREGON
By:
-----------------------------------
Name:
--------------------------------
Title:
--------------------------------
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20.0% PNC BANK, NATIONAL ASSOCIATION
(f/k/a/ Pittsburgh National Bank)
By:
-----------------------------------
Name:
--------------------------------
Title:
--------------------------------
12.5% UNION BANK
By:
-----------------------------------
Name:
--------------------------------
Title:
--------------------------------
15.0% UNITED STATES NATIONAL BANK OF OREGON
By: /s/ Jeffrey C. Swift
-----------------------------------
Name: Jeffrey C. Swift
--------------------------------
Title: Vice President
--------------------------------
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The undersigned hereby acknowledge and consent to this Third
Amendment, and agree that the Guaranty Agreement, as amended, shall remain in
full force and effect and is hereby ratified and confirmed this 31st day of
March, 1995.
BAND-IT-IDEX, INC.
CORKEN, INC.
HALE PRODUCTS, INC.
LUBRIQUIP, INC.
PULSAFEEDER, INC.
STRIPPIT, INC.
VIBRATECH, INC.
VIKING PUMP, INC.
WARREN RUPP, INC.
/s/ Wayne P. Sayatovic
----------------------
Wayne P. Sayatovic
Vice President & Chief Financial Officer
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EXHIBIT A TO THIRD AMENDMENT
EXHIBIT E
COMPLIANCE CERTIFICATE
All banking institutions
parties to the Credit Agreement.
Re: Second Amended and Restated Credit Agreement, dated as of
January 29, 1993 (herein, together with all amendments, if
any, thereafter from time to time made thereto, called the
"Credit Agreement"), among IDEX Corporation, a Delaware
corporation (herein called "Borrower"), the various banking
institutions as are parties thereto, and Bank of America
Illinois (f/k/a Continental Bank N.A.), as Agent.
Gentlemen/Ladies:
Borrower hereby Certifies and warrants that as of ________, 19__,
(herein called the "Computation Date"):
(a) the Current Ratio was (and in any event was not less
than) ___%, as computed on Attachment 1 hereto;
(b) the ratio of Operating Cash Flow to Adjusted Interest
Expense was not less than ___%, as computed on Attachment 2 hereto;
(c) the ratio of Funded Indebtedness to Operating Cash
Flow was equal to ___ to 1.0, as computed on Attachment 2 hereto;
(d) the ratio of Total Funded Indebtedness to the sum of
Total Funded Indebtedness plus shareholders' equity was (and in any event was
not greater than) ___%, as computed on Attachment 3 hereto; and
(e) except as set forth in Attachment 4 hereto, no
Default had occurred and was continuing.
IN WITNESS WHEREOF, the Borrower has caused this Certificate to be
executed and delivered by its duly Authorized Officer this ___ day of
____________, 19__.
IDEX CORPORATION
By:
------------------------------------
Title:
--------------------------------
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ATTACHMENT 1
(to __/__/__ Compliance
Certificate)
CURRENT RATIO
ON _____________, 19__
COMPUTATION DATE
----------------------
On a consolidated basis for Borrower and its Subsidiaries:
1. All current assets . . . . . . . . . . . . . . . $
----------
2. All current liabilities . . . . . . . . . . . . $
----------
3. The current portion of Funded Indebtedness . . . $
----------
4. Excess of Item 2 over Item 3 . . . . . . . . . . $
------ ------ ----------
5. Current Ratio: Ratio of Item 1 to Item 4 . . . %
------ ------ ----------
17
ATTACHMENT 2
(to __/__/__ Compliance
Certificate)
OPERATING CASH FLOW TO ADJUSTED INTEREST EXPENSE
AND
FUNDED INDEBTEDNESS TO OPERATING CASH FLOW
ON ____________, 19__
COMPUTATION DATE
------------------------------------------------
For the four immediately preceding full fiscal quarters (or, if less, the
number of full fiscal quarters that have elapsed since _______________ 19__):
1. Operating Cash Flow: Net Income (excluding extraordinary gains for
such period) plus charges or deductions for Interest Expense,
depreciation, amortization, and income taxes to the extent deducted
for determining such Net Income
Quarter ending __/__/__ . . . . . . . $
--------
Quarter ending __/__/__ . . . . . . . $
--------
Quarter ending __/__/__ . . . . . . . $
--------
Quarter ending __/__/__ . . . . . . . $
--------
TOTAL . . . . . . . . . . . . . . . . $
========
2. Interest Expense (including interest on capital leases)
Quarter ending __/__/__ . . . . . . . $
--------
Quarter ending __/__/__ . . . . . . . $
--------
Quarter ending __/__/__ . . . . . . . $
--------
Quarter ending __/__/__ . . . . . . . $
--------
TOTAL . . . . . . . . . . . . . . . . $
========
3. Ratio, expressed as a percent, of Total from Item 1
------
to Total from Item 2 . . . . . . . . . . . . %
------ --------
18
4. Funded Indebtedness
Quarter ending __/__/__. . . . . . . . $
--------
5. Ratio of Total from Item 4
------
To Total from Item 1 . . . . . . . . . . . . . to 1.0
------ ----
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ATTACHMENT 3
(to __/__/__ Compliance
Certificate)
FUNDED INDEBTEDNESS TO FUNDED INDEBTEDNESS PLUS SHAREHOLDERS' EQUITY
ON _______________, 19__
COMPUTATION DATE
-----------------------------------------------------------------
On a consolidated basis for Borrower and its Subsidiaries:
1. Funded Indebtedness . . . . . . . . . . . . . . $
--------
2. Adjusted shareholders' equity*
(i) Shareholders' equity (as reported) $
--------
(ii) Extraordinary gain (or loss) from defeasance
of debt $
--------
(iii) Cumulative gain (or loss) from adopting FASB 106 $
--------
(iv) Cumulative gain (or loss) from adopting FASB 109 $
--------
Total of items (i)-(iv) . . . . . . . $
--------
3. The sum of Item 1 plus Item 2 . . . . . . . . . $
------ ------ --------
4. The Ratio of Item 1 to Item 3 . . . . . . . . . %
------ ------ --------
* Not a defined term
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ATTACHMENT 4
(to __/__/__ Compliance
Certificate)
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IDEX CORPORATION
SECRETARY'S CERTIFICATE
I, Wayne P. Sayatovic, Secretary of IDEX Corporation, a
Delaware corporation (the "Corporation"), hereby certify as follows:
1. Attached hereto as Exhibit A are true, correct and
complete copies of resolutions adopted by the Board of Directors of
the Corporation on March 24, 1995, which resolutions have not been
modified or rescinded since their adoption and are in full force and
effect as of the date hereof; said resolutions are the only
resolutions adopted by the Board of Directors of the Corporation
relating to that certain Third Amendment dated as of February 28, 1995
(the "Third Amendment") to Second Amended and Restated Credit
Agreement dated as of January 29, 1993, among the Corporation, Bank of
America Illinois (formerly known as Continental Bank N.A.), as agent
and as a bank, and the banking institutions signatory thereto (the
"Credit Agreement"), and the other documents executed in connection
therewith. Also attached as part of Exhibit A are all other
documents, if any, evidencing other necessary corporate action with
respect to the Third Amendment and all consents and approvals, if any,
obtained with respect to the execution of the Third Amendment.
2. The individuals listed on Exhibit B hereto are the
duly elected, qualified and acting officers of the Corporation
as listed opposite their respective names, and the specimen signatures
set forth opposite their respective names are the genuine signatures
of such officers or true and correct facsimiles thereof:
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IN WITNESS WHEREOF, I have signed this Secretary's Certificate
and affixed the Corporation's seal this 31st day of March, 1995.
By: /s/ Wayne P. Sayatovic
----------------------
Name: Wayne P. Sayatovic
Title: Secretary, IDEX Corporation
I, Robert D. Grindel, the duly elected, qualified and acting
Assistant Treasurer of the Corporation, do hereby certify that Wayne P.
Sayatovic is the duly elected, qualified and acting Secretary of the
Corporation, and that the signature set forth above is his true and genuine
signature.
IN WITNESS WHEREOF, I have hereunto set my hand this 31st day
of March, 1995.
By: /s/ Robert D. Grindel
--------------------------------------------
Name: Robert D. Grindel
------------------------------------------
Title: Assistant Treasurer/Assistant Secretary
----------------------------------------
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EXHIBIT A
[IDEX CORPORATION LOGO] CERTIFIED RESOLUTIONS
I, Wayne P. Sayatovic, Senior Vice President-Finance, Chief Financial
Officer and Secretary of IDEX Corporation, a Delaware corporation, do hereby
certify that the resolutions set forth below were duly adopted by the Board of
Directors of said corporation on February 28, 1995, and that said resolutions
have not been rescinded, revoked or modified in any way:
Approval of the Third Amendment to the
Second Amended and Restated Credit Agreement
RESOLVED, that the forms, terms and conditions of that certain Third
Amendment dated as of February 28, 1995, to Credit Agreement dated as of
January 29, 1993, (the "Third Amendment") among IDEX Corporation, a Delaware
corporation (the "Corporation"), Bank of America Illinois as Agent and as a
Bank, and the banking institutions signatory thereto, be, and it hereby is
authorized, adopted, approved, ratified and confirmed; and be it further
RESOLVED, that the appropriate officers of the Corporation be, and
each of them hereby is, authorized, empowered and directed to negotiate the
form, terms and provisions of, and executed, deliver and perform the Third
Amendment, substantially in the form presented to this Board of Directors, with
such changes therein, deletions therefrom or additions thereto as such officer
or officers shall approve, his or their execution thereof to be conclusive
evidence of such approval, and to execute such other documents and taken such
other actions as they deem necessary, appropriate or advisable to carry out the
intent and purposes of the foregoing resolution; and any actions taken by such
officer or officers in furtherance of these objectives hereby are authorized,
adopted, approved, ratified and confirmed; and be it further
RESOLVED, that the appropriate officers of the Corporation be, and
each of them hereby is, authorized, empowered and directed, acting on behalf of
the Corporation and in its name, to negotiate the form, terms and provisions of
and to execute, deliver and perform all agreements, documents and instruments
contemplated by any of the above-described instruments, documents and
agreements (collectively, the "Other Documents"); said Other Documents to be
substantially in the form of those presented to this Board of Directors of the
Corporation, with such changes therein, modifications or revisions thereof,
deletions therefrom or additions thereto, if any, as such officer or officers
shall approve, his, her or their execution thereof to be conclusive evidence of
such approval, and to do or cause to be done all other acts or things, and to
take any and all steps and other action or actions as he, she or they deem
necessary, appropriate or advisable to carry out the intent and purposes of the
foregoing resolutions, such taking of any such action or the doing of any such
thing by any such officer or officers to constitute conclusively evidence of
his, her or their determination and approval of such necessity, appropriateness
or advisability; and any action or actions taken by such officer or officers in
furtherance of these objectives are hereby authorized, ratified and approved.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal
of said corporation this 24th day of March, 1995
/s/ Wayne P. Sayatovic
-----------------------------------
Wayne P. Sayatovic
Senior Vice President-Finance
Chief Financial Officer & Secretary
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EXHIBIT B
INCUMBENCY SCHEDULE
-------------------
NAME TITLES SIGNATURE
---- ------ ---------
Wayne P. Sayatovic Secretary, Senior Vice /s/ Wayne P. Sayatovic
President - Finance ----------------------
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IDEX CORPORATION
Officer's Certificate Pursuant to
Section 3.1(c) of the Third Amendment
The undersigned, Wayne P. Sayatovic, being the Senior Vice
President - Finance of IDEX Corporation, a Delaware corporation (the
"Corporation"), on behalf of the Corporation and pursuant to Section 3.1(c) of
that certain Third Amendment dated as February 28, 1995 (the "Third Amendment")
to Second Amended the Restated Credit Agreement dated as of January 29, 1993
(the "Credit Agreement"), among the Corporation, Bank of America Illinois
(formerly known as Continental Bank N.A.), as agent and as a bank, and the
banking institutions signatory thereto (terms not otherwise defined herein
shall have the meanings provided in the Credit Agreement), hereby certifies
that:
(a) on the dated hereof, no Default or Event of Default
has occurred and is continuing; and
(b) each of the representations and warranties set forth
in Section 2 of the Third Amendment and Article VI of the Credit
Agreement is true and correct in all material respects as though made
on the date hereof, except for such changes as specifically permitted
under the Credit Agreement.
IN WITNESS WHEREOF, this certificate has been executed by and
delivered on behalf of the undersigned as of the 31st day of March, 1995.
IDEX CORPORATION,
a Delaware corporation
By: /s/ Wayne P. Sayatovic
----------------------
Name: Wayne P. Sayatovic
Its: Senior Vice President-
Finance