EXHIBIT 4.7 (a)
Execution Copy
AMENDED AND RESTATED FEE LETTER
December 18, 2002
IDEX Receivables Corporation
000 Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, XX 00000
Re: Receivables Purchase Agreement
------------------------------
Ladies and Gentlemen:
Reference is hereby made to that certain Receivables Purchase
Agreement (as amended by Amendment No. 1 thereto of even date herewith and as
otherwise amended, restated or otherwise modified from time to time, the
"PURCHASE AGREEMENT"), dated as of December 20, 2001, among IDEX Receivables
Corporation, as seller (the "SELLER"), IDEX Corporation, as servicer (the
"SERVICER"), Falcon Asset Securitization Corporation ("FALCON"), certain
entities party thereto as "Financial Institutions" and Bank One, NA (Main Office
Chicago), as Agent (the "AGENT") for Falcon and the Financial Institutions. This
letter constitutes the "Fee Letter" referred to in the Purchase Agreement and
sets forth our understanding in respect of certain fees payable by the Seller
and the obligations of the Seller in connection therewith. Capitalized terms
that are used herein and not otherwise defined herein shall have the respective
meanings assigned thereto under the Purchase Agreement.
SECTION 1. FEES. Notwithstanding any limitation on recourse contained
in the Purchase Agreement:
(a) AMENDMENT AND RENEWAL FEE. On the date hereof, the Seller shall
pay to Falcon an amendment and renewal fee in the amount of $25,000.00.
(b) ON-GOING FEES. The following fees shall be due and payable on each
Settlement Date of the type described in clause (A) of the definition of
"Settlement Date" in the Purchase Agreement, or such other day as agreed to by
the Seller and the Agent in writing (each such date, a "PAYMENT DATE"), during
the period commencing on the date hereof until the date occurring after the
Facility Termination Date on which the amount of the Aggregate Unpaids shall be
reduced to zero. All such fees shall accrue from the date hereof and shall, as
provided in Section 1.4 of the Purchase Agreement, be calculated on the basis of
a 360-day year for the actual number of days elapsed (including the first but
excluding the last such day).
(i) ADMINISTRATION FEE. On each Payment Date, the Seller shall pay to
Falcon a fee equal to 0.42% per annum times 102% of the Purchase Limit.
(ii) PROGRAM FEE. On each Payment Date, the Seller shall pay to Falcon
a fee equal to 0.35% times the average daily outstanding Capital during the
immediately preceding calendar month or portion thereof.
SECTION 2. INDEPENDENT NATURE OF FEES. Each of the fees described in
SECTION 1 above shall be in addition to, and not in lieu of any other fees,
expenses, reimbursements, indemnities and any other amounts payable by the
Seller under or in connection with the Purchase Agreement. Nothing contained in
this Fee Letter shall limit in any way the obligation of the Seller to pay any
amount required to be paid by it in accordance with the terms of the Purchase
Agreement.
SECTION 3. TERMINATION. This Fee Letter shall terminate immediately
following the later to occur of (a) the Facility Termination Date and (b) the
repayment in full of all of the Aggregate Unpaids.
SECTION 4. AMENDMENTS AND WAIVERS. No amendment, waiver, supplement or
other modification of this Fee Letter shall be effective unless made in writing
and executed by each of the parties hereto.
SECTION 5. COUNTERPARTS. This Fee Letter may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
when taken together shall constitute one and the same agreement.
SECTION 6. SUCCESSORS AND ASSIGNS. This Fee Letter shall be binding
upon, and shall inure to the benefit of, the parties hereto and their respective
successors and assigns; PROVIDED that the Seller may not assign any of its
obligations hereunder without the prior written consent of the Agent and each of
the Purchasers.
SECTION 7. GOVERNING LAW. This Fee Letter shall be governed and
construed in accordance with the internal laws (and not the law of conflicts) of
the State of Illinois.
SECTION 8. AMENDMENT AND RESTATEMENT; EFFECTIVENESS. This letter
agreement amends and restates in its entirety that certain Fee Letter dated as
of December 20, 2001 among the parties hereto (the "EXISTING FEE LETTER"). This
letter agreement is not intended to constitute a novation of the Existing Fee
Letter, and all fees that have accrued under the Existing Fee Letter up to the
date hereof shall have accrued at the rates specified in the Existing Fee Letter
and shall be payable as and when required in accordance with the terms thereof.
All fees accruing from and after the date hereof shall accrue at the rates
specified in this letter agreement and shall be payable as and when required in
accordance with the terms hereof.
2
If the foregoing agreements evidence your understanding, please acknowledge
by executing this letter in the space provided below.
Very truly yours,
BANK ONE, NA (MAIN OFFICE CHICAGO),
as Agent
By_________________________________
Director, Capital Markets
FALCON ASSET SECURITIZATION
CORPORATION
By_________________________________
Authorized Signatory
Acknowledged and Agreed:
IDEX RECEIVABLES CORPORATION
By____________________________
Name:
Title:
