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Exhibit 10
FOURTH AMENDMENT AND CONSENT TO CREDIT AGREEMENT
FOURTH AMENDMENT AND CONSENT TO CREDIT AGREEMENT (this "Amendment'),
dated as of March 19, 1999, among AMETEK, INC. (the "Borrower"), the financial
institutions party to the Credit Agreement referred to below (the "Banks"), BANK
OF AMERICA NT&SA (f/k/a Bank of America Illinois), BANK OF MONTREAL, FIRST UNION
NATIONAL BANK and PNC BANK, NATIONAL ASSOCIATION, as Co-Agents (the
"Co-Agents"), and THE CHASE MANHATTAN BANK, as Administrative Agent (the
"Administrative Agent") for the Banks. All capitalized terms used herein and not
otherwise defined shall have the respective meanings provided such terms in the
Credit Agreement.
W I T N E S S E T H:
WHEREAS, the Borrower, the Banks, the Co-Agents and the Administrative
Agent are parties to a Credit Agreement, dated as of August 2, 1995, and amended
and restated as of September 12, 1996 (as in effect on 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. Amendments and Consent.
1. Section 7.01 of the Credit Agreement is hereby amended by
deleting clause (c) thereof and inserting the following clause (c) in lieu
thereof:
"(c) Budgets; etc. As soon as available but in no event later than 50
days after the commencement of each fiscal year of the Borrower, a budget
in form reasonably satisfactory to the Administrative Agent (including
budgeted statements of income and sources and uses of cash and balance
sheets) prepared by the Borrower, for each of the twelve months of such
fiscal year, in reasonable detail and setting forth, with appropriate
discussion, the principal assumptions upon which such budgets are based
and a statement by the Chief Financial Officer or other Senior Financial
Officer of the Borrower to the effect that, to the best of such officer's
knowledge, the budget is a reasonable estimate for the period covered
thereby."
2. Section 8.01(i) of the Credit Agreement is hereby amended by
deleting clause (viii) thereof and inserting the following clause (viii) in lieu
thereof:
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"(viii) with respect to each Permitted Acquisition, (A) the
Borrower shall have given the Administrative Agent and the Banks
at least 5 Business Days prior written notice of such Permitted
Acquisition, (B) the Borrower in good faith shall believe, based
on calculations made by the Borrower, on a pro forma basis after
giving effect to the respective Permitted Acquisition, that the
covenants contained in Section 8.09 through 8.11, inclusive, will
continue to be met for the one-year period following the date of
the consummation of the respective Permitted Acquisition and (C)
the Borrower shall have delivered to the Administrative Agent an
officer's certificate executed by a Senior Financial Officer of
the Borrower, certifying, to the best of his knowledge, compliance
with the requirements of preceding clauses (i) through (viii) and
containing the pro forma calculations required by the preceding
clause (viii)(B), including, without limitation, any currency
exchange calculations required in connection therewith as a result
of the incurrence of Indebtedness permitted under Section 8.03(p)
in connection with such Permitted Acquisition or as a result of
the incurrence of Competitive Bid Loans or the issuance of Letters
of Credit, in each case denominated in an Approved Alternate
Currency, provided, that the provisions of the preceding clause
(viii)(B) and this clause (viii)(C) (to the extent requiring pro
forma calculations) shall be applicable only to the extent that
the sum of (I) the Permitted Acquisition Amount plus (II) the
Annual Aggregate Permitted Acquisition Amount plus (III) the
aggregate fair market value (determined as of the proposed date of
consummation of such Permitted Acquisition in good faith by senior
management of the Borrower) of any Common Stock issued as
consideration in connection with such Permitted Acquisition and
all other Permitted Acquisitions consummated in the same fiscal
year of the Borrower as such proposed Permitted Acquisition is to
be consummated, exceeds $30,000,000."
3. Notwithstanding anything to the contrary contained
in Section 8.03(p) of the Credit Agreement, the definition of "Permitted
AMETEK Italia Debt" contained in Section 10 of the Credit Agreement or
anywhere else in the Credit Agreement, the Banks hereby consent to the
issuance by the Borrower of a comfort letter (the "Comfort Letter") in
the form of Exhibit A attached hereto in support of the obligations of
AMETEK Italia in respect of the Permitted AMETEK Italia Debt.
II. Miscellaneous.
1. In order to induce the Banks to enter into this Amendment,
the Borrower hereby represents and warrants that:
(a) no Default or Event of Default exists as of the
Amendment Effective Date, both before and after giving effect to
this Amendment; and
(b) on the Amendment Effective Date both before and after
giving effect to this Amendment, all representations and
warranties contained in the Credit Agreement or the other Credit
Documents are true and correct in all material respects.
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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
"Amendment Effective Date") when the Borrower and the Required Banks
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.
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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/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Vice President
THE CHASE MANHATTAN BANK,
Individually and as Administrative Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
BANK OF MONTREAL,
Individually and as a Co-Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Director
FIRST UNION NATIONAL BANK,
Individually and as a Co-Agent
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President
PNC BANK, NATIONAL ASSOCIATION,
Individually and as a Co-Agent
By: /s/ ▇▇▇▇▇ ▇▇▇▇
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Title: Vice President
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BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
Individually and as a Co-Agent
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title:
ABN AMRO BANK N.V., NEW YORK
BRANCH
By: /s/ ▇▇▇▇ Megeaski
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Title: Vice President
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: AVP
MELLON BANK, N.A.
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Vice President
CARIPLO-CASSA DI RISPARMIO DELLE
PROVINCIE LOMBARDE S.P.A.
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: F.V.P.
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: F.V.P.
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EXHIBIT A
Form of Comfort Letter
With reference to the five-year loan in Italian Lire of 20,000,000,000
(loan number 000000-the "Loan") you are granting to "AMETEK Italia
S.r.l." whose address is Robecco sul Naviglio (Milan)-Via de Barzl-Italy
(the "Borrower"), we confirm that:
AMETEK, Inc. based in Paoli, PA (USA) is the ultimate parent
company of the Borrower and does not at present intend to reduce its
shareholding below 99.98% during the life of the Loan;
AMETEK, Inc. shall not in any case reduce the shareholding without
prior written notice to you;
AMETEK, Inc. has full knowledge of the obligations being
undertaken by AMETEK Italia S.r.l. in connection with the above Loan; and
AMETEK, Inc. intends to take appropriate action to ensure that
AMETEK Italia S.r.l. meets all obligations incurred under the above
mentioned arrangement.
Very truly yours,
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Vice President and Treasurer
