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Exhibit 10.2
FIFTH AMENDMENT AND CONSENT TO CREDIT AGREEMENT
FIFTH AMENDMENT AND CONSENT TO CREDIT AGREEMENT (this
"Amendment'), dated as of July 14, 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 8.01(i) of the Credit Agreement is hereby amended
by deleting clauses (vii) and (viii) thereof and inserting the following clause
(vii) in lieu thereof:
" and (vii) 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 Sections 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 clauses (i) through (vii)
of this Section 8.01(i) and containing the pro forma calculations
required by the preceding clause (vii)(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
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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 clauses (vii)(B) and (vii)(C) (to the extent
requiring pro forma calculations) shall be applicable only to the extent
that either (x) the sum of (I) the Permitted Acquisition Amount in
respect of such Permitted Acquisition plus (II) 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, exceeds $30,000,000, or (y) such Permitted
Acquisition does not meet the criteria set forth in clause (x) above and
the sum of (I) the Permitted Acquisition Amount in respect of such
Permitted Acquisition plus (II) the Permitted Acquisition Amount in
respect of all other Permitted Acquisitions consummated in the same
fiscal year of the Borrower as such proposed Permitted Acquisition is to
be consummated (but excluding Permitted Acquisitions meeting the criteria
set forth in clause (x) above) 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 (but excluding any Permitted Acquisitions meeting the
criteria set forth in clause (x) above), exceeds $30,000,000."
2. Section 10 of the Credit Agreement is hereby amended by
deleting therefrom the defined term "Annual Aggregate Permitted Acquisition
Amount."
3. Section 10 of the Credit Agreement is hereby further
amended by inserting the following text at the end of the definition of
"Consolidated EBITDA":
"; it being understood and agreed that in determining the ratio of
Consolidated Indebtedness to Consolidated EBITDA, pursuant to Section
8.11 (and not for purposes of calculating the Applicable Facility Fee
Percentage, Applicable Margin or Fixed Charge Coverage Ratio),
Consolidated EBITDA for any period shall be calculated on a pro forma
basis (such pro forma calculations to be made in accordance with GAAP and
in a manner satisfactory to the Administrative Agent) to give effect to
any Person or assets acquired during such period pursuant to a Permitted
Acquisition, as if same had been consummated on the first day of such
period and so long as such Person or assets were not subsequently sold or
otherwise disposed of by the Borrower or any of its Subsidiaries during
such period.
4. Section 10 of the Credit Agreement is hereby further
amended by inserting in appropriate alphabetical order the following new
definition:
"Permitted Acquisition Amount" shall mean, with respect to any
Permitted Acquisition, the aggregate amount paid (including for this
purpose all cash consideration paid and the face amount of all
Indebtedness incurred in connection with such Permitted
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Acquisition, and all cash paid in respect of any Permitted Earn-Out Debt
incurred in connection with such Permitted Acquisition, but excluding the
fair market value of any Common Stock, if any, issued as consideration in
connection with such Permitted Acquisition) in connection with such
Permitted Acquisition.
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.
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 and Treasurer
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: Managing Director
ABN AMRO BANK N.V., NEW YORK
BRANCH
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Vice President
By: /s/ ▇▇▇▇ Megeaski
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Title: Senior Portfolio Manager
MELLON BANK, N.A.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: First Vice-President
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