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Exhibit 10.66
THIRD AMENDMENT
DATED AS OF NOVEMBER 30, 2000
TO
RECEIVABLES SALE AGREEMENT
DATED AS OF OCTOBER 1, 1999
THIS AMENDMENT (the "Amendment"), dated as of November 30, 2000, is
entered into among Ametek Receivables Corp. (the "Seller"), Ametek, Inc. (the
"Initial Collection Agent"), Amsterdam Funding Corporation, a Delaware
corporation ("Amsterdam"), ABN AMRO Bank N.V., as Amsterdam's program letter of
credit provider (the "Enhancer"), the Liquidity Provider listed on the signature
page hereof (the "Liquidity Provider") and ABN AMRO Bank N.V., as agent for
Amsterdam, the Enhancer and the Liquidity Provider (the "Agent").
Reference is hereby made to that certain Receivables Sale Agreement, dated
as of October 1, 1999 (as amended, supplemented or otherwise modified through
the date hereof, the "Sale Agreement"), among the Seller, the Initial Collection
Agent, Amsterdam, the Enhancer, the Liquidity Provider and the Agent. Terms used
herein and not otherwise defined herein which are defined in the Sale Agreement
or the other Transaction Documents (as defined in the Sale Agreement) shall have
the same meaning herein as defined therein.
For good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto hereby agree as follows:
Section 1. Subject to the following terms and conditions, including without
limitation the conditions precedent set forth in Section 2, upon execution by
the parties hereto in the space provided for that purpose below, the Sale
Agreement shall be, and it hereby is, amended as follows:
(a) The date "November 30, 2000" appearing in clause (d) of the
defined term "Liquidity Termination Date" appearing in Schedule I of the
Sale Agreement is deleted and replaced with the date "November 28, 2001".
(b) The date "November 30, 2000" appearing in clause (c)(ii) of the
defined term "Termination Date" appearing in Schedule I of the Sale
Agreement is deleted and replaced with the date "November 28, 2001".
(c) A new defined term "Ametek Credit Agreement" is hereby added to
Schedule I of the Sale Agreement as follows:
"Ametek Credit Agreement" means the Credit Agreement, dated as
of August 12, 1995, among, Seller, as Borrower, the Banks party
thereto, Bank of Montreal, Corestates Bank, N.A. and PNC Bank,
National Association, as Co-Agents and The Chase Manhattan Bank, as
Administrative Agent, as such agreement is amended, restated or
otherwise modified from time to time.
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(d) The defined term "Eurodollar Rate" appearing in Schedule I to
the Sale Agreement is hereby deleted and replaced with the following:
"Eurodollar Rate" means, for any Tranche Period for a
Eurodollar Tranche, the sum of (a) LIBOR for such Tranche Period
divided by 1 minus the "Reserve Requirement" plus (b)(i) to the
extent that the "Applicable Margin" (as defined in the Ametek Credit
Agreement) is increased from the level in effect on November __,
2000, the greater of (1) the "Applicable Margin" (as defined in the
Ametek Credit Agreement and after giving effect to such increase)
plus 25 basis points (0.25%) and (2) for Investment of a Liquidity
Provider, the amount specified in the Pricing Letter, or, (ii) to
the extent that the "Applicable Margin" (as defined in the Ametek
Credit Agreement) is increased from the level in effect on November
30, 2000, the greater of (1) the "Applicable Margin" (as defined in
the Ametek Credit Agreement and after giving effect to such
increase) plus 25 basis points (0.25%) and (2) for Investment of the
Enhancer, the amount specified in the Fee Letter plus (c) during the
pendency of a Termination Event, 1.50% for Investment of a Liquidity
Provider and 2.00% for Investment of the Enhancer; where "Reserve
Requirement" means, for any Tranche Period for a Eurodollar Tranche,
the maximum reserve requirement imposed during such Tranche Period
on "eurocurrency liabilities" as currently defined in Regulation D
of the Board of Governors of the Federal Reserve System.
Section 2. Section 1 of this Agreement shall become effective only once the
Agent has received, in form and substance satisfactory to the Agent, all
documents and certificates as the Agent may reasonably request and all other
matters incident to the execution hereof are satisfactory to the Agent.
Section 3. The Sale Agreement, as amended and supplemented hereby or as
contemplated herein, and all rights and powers created thereby and thereunder or
under the other Transaction Documents and all other documents executed in
connection therewith, are in all respects ratified and confirmed. From and after
the date hereof, the Sale Agreement shall be amended and supplemented as herein
provided, and, except as so amended and supplemented, the Sale Agreement, each
of the other Transaction Documents and all other documents executed in
connection therewith shall remain in full force and effect.
Section 4. This Amendment may be executed in two or more counterparts, each
of which shall constitute an original but both or all of which, when taken
together, shall constitute but one instrument.
Section 5. This Amendment shall be governed and construed in accordance
with the internal laws of the State of New York.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
and delivered by their duly authorized officers as of the date first above
written.
ABN AMRO BANK N.V., as the Agent, as
the Liquidity Provider and as the
Enhancer
By: /s/ Xxxxx Xxxxxxx
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Title: Group Vice President
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By: /s/ Xxxxxxx Xxx
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Title: Group Vice President
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AMSTERDAM FUNDING CORPORATION
By: /s/ Xxxxxx Xxxxx
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Title: President
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AMETEK RECEIVABLES CORP., as Seller
By: /s/ Xxxxxxx X. Xxxxxxxx
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Title: Vice President and Treasurer
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AMETEK, INC., as Initial Collection
Agent
By: /s/ Xxxxxxx X. Xxxxxxxx
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Title: Vice President and Treasurer
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