1
EXHIBIT 10.4(c)
THIRD AMENDMENT TO INTER-GUARANTOR AGREEMENT
This THIRD AMENDMENT dated November 1, 1995 to the Inter-Guarantor
Agreement is by and among IDEX Corporation ("Borrower"), Band-It-IDEX, Inc.
(formerly known as Band-It-Houdaille, Inc.), Vibratech, Inc. (formerly known as
Hydraulics-Houdaille, Inc.), Lubriquip, Inc. (formerly known as
Lubriquip-Houdaille, Inc.), Strippit, Inc. (formerly known as
Strippit-Houdaille, Inc.), Viking Pump, Inc. (formerly known as Viking
Pump-Houdaille, Inc.), Xxxxxx Xxxx, Inc. (formerly known as Xxxxxx
Xxxx-Houdaille, Inc.), Xxxxxx, Inc. (formerly known as CIC Acquisition Corp.),
Pulsafeeder, Inc. (formerly known as PLF Acquisition Corp.), Xxxx Products,
Inc., a Pennsylvania corporation (formerly known as HPI Acquisition Corp.) and
Micropump, Inc. (formerly known as MC Acquisition Corp.), a Delaware
corporation ("Micropump"), which are collectively Guarantors, as defined in
that certain Second Amended and Restated Credit Agreement dated January 29,
1993 by and among Borrower and Continental Bank N.A. (now known as Bank of
America Illinois ("Bank of America")), individually and as agent (in such
capacity, the "Agent") on behalf of the banking institution parties thereto
(the "Banks"), (as such agreement has been amended by the First Amendment dated
May 23, 1994 to Second Amended and Restated Credit Agreement, the Second
Amendment dated October 24, 1994 to Second Amended and Restated Credit
Agreement, the Third Amendment dated February 28, 1995 to Second Amended and
Restated Credit Agreement and the Fourth Amendment to Second Amended and
Restated Credit Agreement dated the date hereof, the "Credit Agreement"). All
terms not otherwise defined herein have the meanings assigned to them in the
Credit Agreement.
WHEREAS, the Guarantors (other than Micropump) (the "Existing Guarantors")
are parties to the Inter-Guarantor Agreement dated as of January 22, 1988, as
amended by the First Amendment to Inter-Guarantor Agreement dated as of May 7,
1991 and the Second Amendment to Inter-Guarantor Agreement dated as of October
24, 1994 (the "Existing Inter-Guarantor Agreement");
WHEREAS, Micropump is a wholly-owned subsidiary of Borrower;
WHEREAS, pursuant to that certain Asset Purchase Agreement dated as of
April 26, 1995 (the "Asset Purchase Agreement") among Micropump Corporation, a
California corporation ("Seller"), Borrower and Xxxxx Xxxx, Borrower purchased
all right, title and interest of Seller in and to all of the assets of Seller,
subject to the terms and conditions set forth therein;
WHEREAS, pursuant to that certain Assignment and Assumption Agreement
dated as of April 28, 1995 between Borrower and MC Acquisition Corp.
("Acquisition Corp."), Borrower granted, bargained, sold, conveyed,
transferred, assigned, set over and delivered to Acquisition Corp. all of
Borrower's rights, title and interest in and to, the Asset Purchase Agreement
(subject to the limitations set forth therein);
2
WHEREAS, Acquisition Corp. subsequently changed its name to "Micropump,
Inc.";
WHEREAS, pursuant to Section 7.2.10(d) of the Credit Agreement among the
Borrower, the Agent and the Banks, the Banks have required in connection with
the acquisition of the assets of Seller by Micropump, that Micropump guaranty
the Liabilities of the Borrower;
WHEREAS, Micropump and Limited is a wholly-owned subsidiary of Borrower
and shall receive substantial and direct benefit from the consummation of the
transactions contemplated under the Credit Agreement;
WHEREAS, Micropump executed that certain Guaranty Agreement in favor of
Agent dated as of November 1, 1995;
WHEREAS, Micropump desires to be a party to the Existing Inter-Guarantor
Agreement and the Existing Guarantors desire to include Micropump as a party
thereto;
NOW, THEREFORE the parties agree to amend the Existing Inter-Guarantor
Agreement as follows:
1. Micropump agrees to be bound by the terms and conditions set forth under
the Existing Inter-Guarantor Agreement as if it was an original signatory
thereto and the Existing Guarantors agree that Micropump shall have the rights
and benefits of a "Guarantor" under the Existing Inter-Guarantor Agreement and
shall be deemed to be a "Guarantor" under the Existing Inter-Guarantor
Agreement as amended hereby.
2. In furtherance of the foregoing, the definition of "Guaranty" in the
Existing Inter-Guarantor Agreement is hereby amended to include the Guaranty
Agreement dated November 1, 1995 made by Micropump in favor of Agent.
This Agreement may be executed simultaneously in counterparts, each of
which shall be deemed an original, and it shall not be necessary in making
proof of this Agreement to produce or account for more than one such
counterpart.
-2-
3
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their respective officers thereunto duly authorized
as of the date first-above written.
BAND-IT-IDEX, INC.,
XXXXXX, INC.
XXXX PRODUCTS, INC.
LUBRIQUIP, INC.
MICROPUMP, INC.
(F/K/A MC ACQUISITION CORP.)
PULSAFEEDER, INC.
STRIPPIT, INC.
VIBRATECH, INC.
VIKING PUMP, INC.
XXXXXX XXXX, INC.
Xxxxx X. Xxxxxxxxx
----------------------------------------------
Xxxxx X. Xxxxxxxxx
Vice President & Chief Financial Officer
IDEX CORPORATION
Xxxxx X. Xxxxxxxxx
----------------------------------------------
Xxxxx X. Xxxxxxxxx
Senior Vice President - Finance
& Chief Financial Officer
