EXHIBIT 4.6(a)
AMENDMENT NO. 8
DATED AS OF DECEMBER 12, 2007
TO OFFER
DATED AS OF DECEMBER 3, 2001
Amendment No. 8 dated as of December 12, 2007 (the "Amendment") between
IDEX CORPORATION (the "Borrower") and CALYON NEW YORK BRANCH (the "Lender") to
the Offer dated as of December 3, 2001, as amended (the "Offer"), for an
uncommitted line of credit by the Lender in favor of the Borrower.
WHEREAS, the Borrower has requested that the Lender amend the offer by
extending the Expiration Date.
NOW, THEREFORE, IT IS AGREED:
SECTION 1. Capitalized Terms. All terms used but not otherwise defined
herein shall have the meaning ascribed to them in the Offer.
SECTION 2. Amendments to Offer. Effective as of the date hereof, the
Offer is hereby amended as follows:
Clause (i) in the second paragraph of Section 1 of the Offer is hereby
amended to replace the phrase "December 12, 2007" with the phrase "December 12,
2008."
SECTION 3. Conditions to Effectiveness. This Amendment shall become
effective as of the date first written above when the Lender shall have received
(i) counterparts of this Amendment executed by the Borrower and the Lender, and
(ii) such other documents, instruments or agreement as the Lender shall
reasonably request.
SECTION 4. Representations and Warranties. The Borrower hereby
represents and warrants that as of the date of effectiveness of this Amendment,
all representations and warranties set forth in the Offer are true and correct
as of such date, with each reference therein to the Offer meaning a reference to
the Offer as amended hereby.
SECTION 5. Reference to and Effect on Credit Documents.
(a) Upon the effectiveness hereof, on and after the date hereof, each
reference in the Credit Documents to "this Offer", "hereunder", "hereof" or
words of like import referring to the Offer and each reference in instruments
and documents delivered in connection therewith to "the Offer", "thereunder",
"thereof" or words of like import referring to the Offer shall mean and be a
reference to the Offer, as amended hereby.
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(b) Except as expressly modified hereby, the terms and provisions of
the Offer and each Credit Document shall remain in full force and effect and is
hereby ratified in all respects by the Borrower.
(c) The execution, delivery and effectiveness of this Amendment shall
neither operate as a waiver of any rights, power or remedy of the Lender under
any of the Credit Documents nor constitute a waiver of any provision of any of
the Credit Documents.
SECTION 6. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to its conflicts of laws principles (except Section 5-1401 of the New York
General Obligations Law to the extent it mandates that the law of the State of
New York govern).
SECTION 7. Execution in 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 and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same agreement. Delivery of an executed counterpart of a signature page to this
Amendment by telecopier shall be effective as delivery of a manually executed
counterpart of this Amendment.
IN WITNESS WHEREOF, the parties hereto through their duly authorized
representatives have set their hand as of the date first written above.
IDEX CORPORATION
By:
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Name: Xxxxx Xxxxx
Title: VP - Corp Finance
CALYON NEW YORK BRANCH
By:
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Name: Xxxxxx X. Xxxxxxx
Title: Director
By:
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Name: Xxxxxx X. Xxxxx
Title: Vice President
