EXHIBIT 10.1
FIRST AMENDMENT AND CONSENT TO CREDIT AGREEMENT
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FIRST AMENDMENT AND CONSENT TO CREDIT AGREEMENT (this "Amendment"), dated
as of May 9, 1997, among AMETEK, INC. (the "Borrower"), the financial
institutions party to the Credit Agreement referred to below (the "Banks"), BANK
XX XXXXXXX XXXXXXXX, XXXX XX XXXXXXXX, XXXXXXXXXX BANK, N.A. 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, and the
Banks agree to grant certain consents, in each case as herein provided;
NOW, THEREFORE, it is agreed:
I. Amendments and Consents to Become Effective on the Slovenian Acquisition
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Effective Date.
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1. Section 8.01(i) of the Credit Agreement is hereby amended by deleting
the amount "$40,000,000" appearing in clause (vii) of said Section and inserting
in lieu thereof the amount "$70,000,000".
2. Notwithstanding any contrary provision contained in clause (v) of
Section 8.01(i) of the Credit Agreement, the Borrower may effect the Slovenian
Acquisition as a Permitted Acquisition under the Credit Agreement so long as (A)
the Slovenian Acquisition is consummated in accordance with all of the
requirements of Section 8.01(i) of the Credit Agreement (other than the
requirements of clause (v) of said Section) and (B) (i) upon the consummation of
the initial stage of the Slovenian Acquisition, the Borrower owns at least 40%
of the capital stock of Slovenian Subsidiary, (ii) within one year following the
Slovenian Acquisition Effective Date, the Borrower owns at least a majority of
the capital stock of the Slovenian Subsidiary and (iii) within two years
following the Slovenian Acquisition Effective Date, the Borrower owns at least
90% of the capital stock of the Slovenian Subsidiary.
3. Notwithstanding anything to the contrary contained in Section 8.01
or 8.05 of the Credit Agreement, the Borrower may effect a transfer of accounts
receivable to, and/or make a cash investment in, AMESPACE, Inc. (the "AMESPACE
Investment"), so long as (i) the sum of (x) the aggregate amount of the accounts
receivable transferred pursuant to the AMESPACE Investment (determined on a face
value basis) plus (y) the amount of cash invested pursuant to the AMESPACE
----
Investment, does not exceed $30,000,000 and (ii) within 30 days following the
AMESPACE Investment, the Divestiture (as defined in Part II, Section 9 of this
Amendment) is consummated in accordance with the Divestiture Documents (as
defined in Part II, Section 9 of this Amendment) and all applicable law.
4. Section 10 of the Credit Agreement is hereby amended by inserting in
appropriate alphabetical order the following new definitions:
"First Amendment" shall mean the First Amendment and Consent to this
Agreement, dated as of May 9, 1997.
"Slovenian Acquisition" shall mean the acquisition by the Borrower of the
capital stock of the Slovenian Subsidiary in accordance with the terms of
the documentation governing the same, this Agreement and all applicable
law.
"Slovenian Acquisition Effective Date" shall have the meaning provided in
the First Amendment.
"Slovenian Subsidiary" shall mean XXXXX, Elektromotorji in gospodinjski
aparati d.d., Zelezniki, a corporation organized under the laws of
Slovenia.
5. Schedule I, Part A to the Credit Agreement is hereby deleted in its
entirety and replaced with a revised Schedule I, Part A in the form of Schedule
I, Part A attached hereto. On the Slovenian Acquisition Effective Date, there
shall be an automatic adjustment to the participations by the Banks in all
outstanding Letters of Credit and Unpaid Drawings to reflect the new Percentages
of the Banks.
II. Amendments and Consents to Become Effective on the Divestiture Effective
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Date.
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I. Section 1.04(a) of the Credit Agreement is hereby amended by (x)
deleting the text "(I)" appearing in the proviso to clause (ii) of said Section,
(y) deleting the word "and" appearing at the end of clause (I) of the proviso to
clause (ii) of said Section and (z) deleting clause (II) of the proviso to
clause (ii) of said Section in its entirety.
2. Section 1.10 of the Credit Agreement is hereby amended by deleting
clause (vii) of said Section in its entirety and inserting in lieu thereof the
text "[intentionally deleted]."
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3. Section 3.02 of the Credit Agreement is hereby amended by (i) deleting
the comma at the end of clause (x) of the proviso appearing in said Section and
inserting the word "and" in lieu thereof, (ii) deleting the word "and" appearing
at the end of clause (y) of the proviso appearing in said Section and (iii)
deleting clause (z) of the proviso appearing in said Section in its entirety.
4. Section 3.03 of the Credit Agreement is hereby amended by deleting
clause (b) of said Section in its entirety and inserting in lieu thereof the
text "[Intentionally Omitted]."
5. Section 8.01 of the Credit Agreement is hereby amended by (i) deleting
the word "and" appearing at the end of clause (i) of said Section, (ii) deleting
the period at the end of clause (j) of said Section and inserting the text ";
and" in lieu thereof and (iii) inserting the following new clause (k) at the end
of said Section:
"(k) the Borrower may contribute the Contributed Assets to New AMETEK in
accordance with the provisions of the Contribution Agreement, so long as
promptly after giving effect to such contribution, the Divestiture is
consummated in accordance with the Divestiture Documents and all applicable
law."
6. Section 8.03 of the Credit Agreement is hereby amended by (i) deleting
the word "and" appearing at the end of clause (q) of said Section, (ii) deleting
the period at the end of clause (r) of said Section and (iii) inserting the
following new clauses (s) and (t) at the end of said Section:
"(s) additional unsecured Indebtedness of the Borrower incurred and
outstanding solely on the Divestiture Effective Date prior to assumption of the
Obligations hereunder by New AMETEK pursuant to the Assumption Agreement, so
long as (i) the aggregate principal amount thereof incurred and outstanding in
accordance with the limitations provided above does not exceed $25,000,000, (ii)
such Indebtedness is evidenced by the Retained Promissory Note and (iii) the
proceeds thereof are used by the Borrower to repay outstanding Revolving Loans
on the Divestiture Effective Date and for general corporate purposes; and
"(t) Indebtedness of New AMETEK consisting of the Interim Guaranty."
7. Section 8.06 of the Credit Agreement is hereby amended by (i) deleting
the word "and" appearing at the end of clause (c) of said Section, (ii) deleting
the period at the end of clause (d) of said Section and inserting the text ";
and" in lieu thereof and (iii) inserting the following new clause (e) at the end
of said Section:
"(e) promptly following the contribution of assets to New AMETEK
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contemplated by Section 8.01(k), the Borrower may distribute all of the capital
stock of New AMETEK to the Borrower's common stockholders in contemplation of
the Merger (the "Spin-Off"), so long as (i) the Spin-Off is consummated in
accordance with the Spin-Off Documents and all applicable law and (ii)
immediately after giving effect to the Spin-Off, the Merger is consummated in
accordance with the Merger Documents and all applicable law."
8. The definition of "Consolidated Fixed Charges" appearing in Section 10
of the Credit Agreement is hereby amended by deleting the parenthetical
appearing in clause (iv) of said definition in its entirety.
9. Section 10 of the Credit Agreement is hereby further amended by (i)
deleting the definitions of "Final Maturity Date", "Scheduled Commitment
Reduction" and "Scheduled Commitment Reduction Date" appearing in said Section
in their entirety and (ii) inserting in appropriate alphabetical order the
following new definitions:
"Assumption Agreement" shall mean the Assumption Agreement in the form of
Exhibit A to the First Amendment, executed by the Borrower and New AMETEK on the
Divestiture Effective Date.
"Contributed Assets" shall have the meaning provided such term in the
Contribution Agreement.
"Contribution Agreement" shall mean the Contribution and Distribution
Agreement, dated as of February 5, 1997, between the Borrower and New AMETEK, as
in effect on the Divestiture Effective Date.
"Culligan" shall mean Culligan Water Technologies, Inc., a Delaware
corporation.
"Divestiture" shall mean and include (i) the Spin-Off, (ii) the Merger and
(iii) the other transactions contemplated by Part II of the First Amendment in
connection with the Spin-Off and the Merger (including, without limitation, the
issuance of the Interim Guaranty, the incurrence of the Retained Indebtedness
and the repayment of Revolving Loans with the proceeds thereof).
"Divestiture Documents" shall mean and include (i) the Spin-Off Documents,
(ii) the Merger Documents, (iii) the Retained Promissory Note, (iv) the Interim
Guaranty and (v) such other documents relating to the Divestiture.
"Divestiture Effective Date" shall have the meaning provided in the First
Amendment.
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"Final Maturity Date" shall mean the fifth anniversary of the Divestiture
Effective Date.
"Interim Guaranty" shall mean the guaranty made by New AMETEK of the
Retained Indebtedness for the benefit of the payee under the Retained Promissory
Note.
"Merger" shall mean the merger of the Borrower (as defined herein
immediately prior to the assumption of the Obligations hereunder by New AMETEK
pursuant to the Assumption Agreement) with and into Merger Sub on or within one
day following the Divestiture Effective Date pursuant to, and in accordance with
the terms of, the Merger Documents.
"Merger Documents" shall mean and include (i) the Agreement and Plan of
Merger, dated as of February 5, 1997, between the Borrower (as defined herein
immediately prior to the assumption of the Obligations hereunder by New AMETEK),
New AMETEK, Culligan and Merger Sub and (ii) such other documents entered into
in connection with the Merger, in each case as in effect on the Divestiture
Effective Date.
"Merger Sub" shall mean Culligan Water Company, Inc., a Delaware
corporation.
"New AMETEK" shall mean AMETEK Aerospace Products, Inc., a Wholly-Owned
Subsidiary of the Borrower, it being understood that on and after the execution
and delivery of the Assumption Agreement, New Ametek shall be the "Borrower" for
all purposes of this Agreement.
"Retained Indebtedness" shall mean Indebtedness permitted by Section
8.03(s).
"Retained Promissory Note" shall mean a promissory note in form and
substance satisfactory to the payee thereunder and the Administrative
Agent.
"Spin-Off" shall have the meaning provided in Section 8.06(e).
"Spin-Off Documents" shall mean and include (i) the Contribution Agreement,
(ii) a registration statement pursuant to which common stock of New AMETEK is
registered under the Securities Act of 1933, as amended, and (iii) such other
documents relating to the Spin-Off.
10. Section 12.12(a) of the Credit Agreement is hereby amended by deleting
the text "amend, modify or waive any provision of Section 3.03(b)" appearing in
clause (ii) of the first proviso to said Section and inserting in lieu thereof
the text "[intentionally deleted]".
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III. Miscellaneous.
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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 Slovenian
Acquisition Effective Date, both before and after giving effect to Part I
of this Amendment;
(b) on the Slovenian Acquisition Effective Date both before and after
giving effect to Part I of this Amendment, all representations and
warranties contained in the Credit Agreement and the other Credit Documents
are true and correct in all material respects;
(c) no Default or Event of Default exists as of the Divestiture
Effective Date, both before and after giving effect to Part II of this
Amendment; and
(d) on the Divestiture Effective Date both before and after giving
effect to Part II of this Amendment, all representations and warranties
contained in the Credit Agreement and 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. Part I of this Amendment shall become effective on the date (the
"Slovenian Acquisition Effective Date") when the Borrower and each of the 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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6. Part II of this Amendment shall become effective on the date (the
"Divestiture Effective Date") when each of the following conditions shall have
been satisfied:
(a) (v) there shall have been delivered to the Administrative Agent
true and correct copies of all Divestiture Documents, certified as such by
an officer of the Borrower, and all terms and conditions of the Divestiture
Documents shall be in form and substance reasonably satisfactory to the
Administrative Agent, (w) all Divestiture Documents shall have been duly
executed and delivered by the parties thereto and shall be in full force
and effect, (x) the representations and warranties set forth in the
Divestiture Documents shall be true and correct in all material respects as
if made on and as of the Divestiture Effective Date, (y) each of the
conditions precedent to the Borrower's and its Subsidiaries' obligations to
consummate the Divestiture as set forth in the Divestiture Documents shall
have been satisfied to the reasonable satisfaction of the Administrative
Agent and the Required Banks or waived with the consent of the
Administrative Agent and the Required Banks, and (z) each element of the
Divestiture (other than the Merger) shall have been consummated in
accordance with all applicable law and the relevant Divestiture Documents
(without giving effect to any amendment or modification thereof or waiver
with respect thereto unless consented to by the Administrative Agent and
the Required Banks);
(b) (x) the Borrower shall have received sufficient consents from the
holders of the Senior Notes to permit the Divestiture and to authorize the
execution and delivery of an indenture supplement to the Senior Note
Indenture (the "Indenture Supplement"), pursuant to which New AMETEK shall
assume all obligations and liabilities of the Borrower under the Senior
Notes and the Senior Note Indenture, (y) the Borrower, New AMETEK and the
trustee under the Senior Note Indenture shall have duly executed and
delivered the Indenture Supplement and all conditions to the effectiveness
thereof shall have been satisfied and (z) the Indenture Supplement shall be
in form and substance satisfactory to the Administrative Agent;
(c) New AMETEK and the Borrower shall have duly authorized, executed
and delivered to the Administrative Agent a counterpart of the Assumption
Agreement;
(d) the Administrative Agent shall have received true and correct
copies of (i) the certificate of incorporation and by-laws of New AMETEK
and (ii) the resolutions of the Borrower and New AMETEK approving the
Divestiture (and, in the case of New AMETEK, the execution and delivery of
the Assumption Agreement), in each case certified as such by an authorized
officer of such Person, and the foregoing (including each such certificate
of incorporation and by-laws) shall be acceptable to the Administrative
Agent;
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(e) all corporate and legal proceedings and all instruments and
agreements in connection with the transactions contemplated by Part II of
this Amendment and the Divestiture Documents shall be satisfactory in form
and substance to the Administrative Agent and the Required Banks, and the
Administrative Agent shall have received all information and copies of all
certificates, documents and papers, including records of corporate
proceedings, governmental approvals, good standing certificates and bring-
down telegrams or facsimiles, if any, which the Administrative Agent may
have requested in connection therewith, such documents and papers, where
appropriate, to be certified by proper corporate or governmental
authorities;
(f) all necessary and material governmental (domestic and foreign)
and third party approvals in connection with the Divestiture and the
transactions contemplated by Part II of this Amendment and otherwise
referred to herein, shall have been obtained and remain in effect, and all
applicable waiting periods shall have expired without any action being
taken by any competent authority which restrains, prevents or imposes, in
the judgment of the Administrative Agent, materially adverse conditions
upon the consummation of the Divestiture and the transactions contemplated
by Part II of this Amendment. Additionally, there shall not exist any
judgment, order, injunction or other restraint issued or filed or a hearing
seeking injunctive relief or other restraint pending or notified
prohibiting or imposing materially adverse conditions upon the consummation
of the Divestiture or the transactions contemplated by Part II of this
Amendment;
(g) on the Divestiture Effective Date, no actions, suits or
proceedings by any entity (private or governmental) shall be pending or
threatened (a) with respect to the Divestiture or the Credit Agreement or
any documentation executed in connection therewith, or (b) which the
Administrative Agent or the Required Banks shall determine could have a
materially adverse effect on (i) the Divestiture, (ii) the business,
operations, property, assets, liabilities, condition (financial or
otherwise) or prospects of the Borrower and its Subsidiaries taken as a
whole or (iii) the rights or remedies of the Banks hereunder or under any
other Credit Document or on the ability of any Credit Party to perform its
respective obligations to the Banks hereunder or under any other Credit
Document;
(h) the Administrative Agent shall have received a certificate, dated
the Divestiture Effective Date and signed on behalf of the Borrower by an
appropriate officer of the Borrower, stating all of the conditions in
clauses (a), (b), (c), (d), (e), (f) and (g) of this Part III, Section 6
have been satisfied on such date;
(i) the Administrative Agent shall have received for the account of
each Bank the appropriate Note executed by New AMETEK, in the amount,
maturity and as otherwise provided in Section 1.06 of the Credit Agreement;
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(j) the Borrower shall have paid to the Administrative Agent and the
Banks all fees, costs and expenses (including, without limitation, legal
fees and expenses) payable to the Administrative Agent and the Banks to the
extent then due; and
(k) the Slovenian Acquisition Effective Date has occurred.
7. By executing and delivering a copy hereof, each Credit Party
hereby agrees that all Loans shall be fully guaranteed pursuant to the
Subsidiary Guaranties in accordance with the terms and provisions thereof.
8. From and after the Slovenian Acquisition Effective Date, all
references to the Credit Agreement in the Credit Agreement and each of the other
Credit Documents shall be deemed to be references to the Credit Agreement as
amended by Part I of this Amendment.
9. From and after the Divestiture Effective Date, all references to
the Credit Agreement in the Credit Agreement and each of the other Credit
Documents shall be deemed to be references to the Credit Agreement as amended by
Part II of this Amendment.
* * *
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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/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Treasurer & Assistant Secretary
THE CHASE MANHATTAN BANK,
Individually and as Administrative Agent
By /s/ Xxxxx X. Xxxxx
----------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
BANK OF MONTREAL,
Individually and as a Co-Agent
By /s/ Xxxx Xxxx
-----------------
Name: Xxxx Xxxx
Title: Director
CORESTATES BANK, N.A.,
Individually and as a Co-Agent
By /s/ Xxxxxx Xxxxxxx
----------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
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PNC BANK, NATIONAL ASSOCIATION,
Individually and as a Co-Agent
By /s/ Xxxxxxxx Xxxxxxxx Ziff
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Name: Xxxxxxxx Xxxxxxxx Ziff
Title: Vice President/Senior Relationship
Manager
BANK OF AMERICA ILLINOIS,
Individually and as a Co-Agent
By /s/ Xxxx X. Xxxxxxxx
------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President
ABN AMRO BANK N.V., NEW YORK
BRANCH
By /s/ Xxxxx X. Xxxxxxx
----------------------
Name: Xxxxx X. Xxxxxxx
Title: Group Vice President
By /s/ Xxxxxx X. Xxxxxx
------------------------
Name: Xxxxxx X. Xxxxxx
Title: Assistant Vice President
MELLON BANK, N.A.
By /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice President
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SOCIETE GENERALE
By /s/ Xxxxxx Saint-Xxxxx
--------------------------
Name: Xxxxxx Saint-Denis
Title: Vice President
CARIPLO-CASSA DI RISPARMIO DELLE
PROVINCIE LOMBARDE S.P.A.
By /s/ Xxxxxxx X. Xxxxxx /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxx Xxxxxxx Xxxxxxxx
Title: Vice President Asst. Vice President
THE YASUDA TRUST AND BANKING CO., LTD., NY BRANCH
By /s/ Xxxx Xxxxxxxxxxxxxx
---------------------------
Name: Xxxx Xxxxxxxxxxxxxx
Title: Senior Vice President
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Each of the undersigned, each being a Subsidiary Guarantor under, and as defined
in, the Credit Agreement referenced in the foregoing Amendment, hereby consents
to the entering into of the Amendment and agrees to the provisions thereof
(including, without limitation, Part III, Sections 7, 8 and 9 thereof).
AMESPACE, INC.
By /s/ Xxxxxxx X. Xxxxxxxx
--------------------------
Title: Treasurer
AMETEK AEROSPACE PRODUCTS, INC.
By /s/ Xxxxxxx X. Xxxxxxxx
--------------------------
Title: Treasurer
EMA CORPORATION
By /s/ Xxxxxxx X. Xxxxxxxx
--------------------------
Title: Treasurer
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EXHIBIT A
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ASSUMPTION AGREEMENT
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ASSUMPTION AGREEMENT (this "Assumption Agreement"), dated as of
_________, 1997, among AMETEK Aerospace Products, Inc. ("New AMETEK"), a
Delaware corporation, AMETEK, Inc. ("AMETEK"), a Delaware corporation, and The
Chase Manhattan Bank, as Administrative Agent (the "Administrative Agent") for
the Banks referred to below. Unless otherwise defined herein, all capitalized
terms used herein and defined in the Credit Agreement referred to below are used
as so defined.
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, AMETEK, various financial institutions (the "Banks") 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"), providing for the making of Loans to, and
the issuance of Letters of Credit for the account of, AMETEK, all as
contemplated therein;
WHEREAS, in connection with the Divestiture, New AMETEK intends to
assume all rights, obligations, duties and liabilities of AMETEK under the
Credit Agreement; and
WHEREAS, subject to the terms and conditions set forth below, the
parties hereto desire that New AMETEK assumes all of AMETEK's rights,
obligations, duties and liabilities under the Credit Agreement;
NOW, THEREFORE, it is agreed:
1. By executing and delivering this Assumption Agreement, New AMETEK
hereby becomes a party to the Credit Agreement as the "Borrower" thereunder, and
hereby expressly assumes all rights, obligations, duties and liabilities of
AMETEK under the Credit Agreement and the other Credit Documents. Upon the
effectiveness of this Assumption Agreement, (i) all references in the Credit
Agreement to the "Borrower" shall be deemed to be references to New AMETEK and
(ii) AMETEK shall be released from all its rights, obligations, duties and
liabilities under the Credit Agreement and the other Credit Documents.
2. To induce the Administrative Agent to enter into this Assumption
Agreement, New AMETEK hereby represents, warrants and agrees as follows:
a) on the date hereof and after giving effect to New AMETEK's
execution and delivery of this Assumption Agreement, all representations and
warranties contained in each of the Credit Documents are true and correct in all
material respects and no Default or Event of Default is in existence; and
b) on and after the date hereof, New AMETEK will fully and faithfully
perform all obligations (including payment obligations and compliance with all
covenants) of the "Borrower" under the Credit Agreement and all of its
obligations under any other Credit Document executed and delivered by the
"Borrower".
3. This Assumption Agreement shall become effective as of the date
first above written, when each of the parties hereto shall have executed a copy
hereof and shall have delivered the same to the Administrative Agent.
4. This Assumption Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an original, but all of which
shall constitute one and the same instrument. A complete set of counterparts
shall be lodged with New AMETEK and the Administrative Agent.
5. THIS ASSUMPTION AGREEMENT 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 WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES
THEREOF.
IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Assumption Agreement to be duly executed and delivered as
the date first above written.
AMETEK, INC.
By
-----------------------------
Name:
Title:
AMETEK AEROSPACE PRODUCTS, INC.
By
-----------------------------
Name:
Title:
THE CHASE MANHATTAN BANK,
as Administrative Agent
By
-----------------------------
Name:
Title:
SCHEDULE I
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PART A
COMMITMENTS
-----------
Bank Commitment
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The Chase Manhattan Bank $ 27,500,000
Bank of Montreal 25,000,000
Corestates Bank, N.A. 25,000,000
PNC Bank, National Association 25,000,000
Bank of America 25,000,000
ABN AMRO Bank 15,000,000
Mellon Bank, N.A. 15,000,000
Societe Generale 15,000,000
CARIPLO-Cassa di Risparmio Delle 12,500,000
Provincie Lombarde
The Yasuda Trust and Banking Co., Ltd. 10,000,000
NY Branch
Total ============
$195,000,000
