Exhibit 4.1
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FIRST AMENDMENT TO CREDIT AGREEMENT
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FIRST AMENDMENT (the "Amendment"), dated as of August 22, 1995, among
AMETEK, Inc., a Delaware corporation (the "Borrower"), the lenders party to the
Credit Agreement referred to below (the "Banks"), BANK OF MONTREAL, CORESTATES
BANK, N.A. and PNC BANK, NATIONAL ASSOCIATION, as Co-Agents (each a "Co-Agent"
and, collectively, the "Co-Agents"), and THE CHASE MANHATTAN BANK, N.A., as
Administrative Agent (the "Administrative Agent"). Unless otherwise defined
herein, all capitalized terms used herein shall have the respective meanings
provided such terms in the Credit Agreement.
W I T N E S S E T H :
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WHEREAS, the Borrower, the Banks, the Co-Agents and the
Administrative Agent are parties to a Credit Agreement, dated as of August 2,
1995 (the "Credit Agreement");
WHEREAS, the parties hereto wish to amend the Credit Agreement as
herein provided;
NOW, THEREFORE, it is agreed:
1. Section 2.01(b)(i) of the Credit Agreement is hereby amended by
deleting clause (x) thereof in its entirety and inserting the following new
clause (x) in lieu thereof:
"(x) the difference between (A) $30,000,000 and (B) Non-Facility
Letter of Credit Outstandings,"
2. Section 8.03(d) of the Credit Agreement is hereby amended by
inserting the following proviso at the end thereof:
"provided further that if at any time the Obligations of the Borrower
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shall be secured, the obligations of the Borrower under the Non-Facility Letter
of Credit Agreement shall be secured by the same collateral on a pari passu
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basis;"
3. Section 10 of the Credit Agreement is hereby amended by inserting
in the appropriate alphabetical order the following new definitions of "Non-
Facility Letter of Credit Outstandings" and "Non-Facility Unpaid Drawings":
"Non-Facility Letter of Credit Outstandings" shall mean, at any time,
the sum of (i) the aggregate Stated Amount of all outstanding Non-Facility
Letters of Credit and (ii) the aggregate amount of all Non-Facility Unpaid
Drawings."
"Non-Facility Unpaid Drawings" shall mean all amounts disbursed by PNC
under any Non-Facility Letter of Credit until such amounts are reimbursed."
4. Consent. The Banks hereby consent to the amendment to the Non-
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Facility Letter of Credit Agreement in the form attached hereto.
5. In order to induce the Banks to enter into this Amendment, the
Borrower hereby represents and warrants that (x) no Default or Event of Default
exists on the First Amendment Effective Date (as hereinafter defined), both
before and after giving effect to this Amendment and (y) all of the
representations and warranties contained in the Credit Documents shall be true
and correct in all material respects on the First Amendment Effective Date, both
before and after giving effect to this Amendment with the same effect as though
such representations and warranties had been made on and as of the First
Amendment Effective Date (it being understood that any representation or
warranty made as of a specific date shall be true and correct in all material
respects as of such specific date).
6. 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.
7. 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.
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8. 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.
9. This Amendment shall become effective on the date (the "First
Amendment Effective Date") when the Borrower and the Required Banks shall have
signed a counterpart hereof (whether the same or different copies) and shall
have delivered (including by way of telecopier) the same to the Administrative
Agent at its Notice Office.
10. From and after the First Amendment Effective Date, all references
in the Credit Agreement and each of the Credit Documents to the Credit Agreement
shall be deemed to be references to such Credit Agreement as amended hereby.
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IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
AMETEK, INC.
By /s/ Xxxxxxx Xxxxxxxx
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Title: Treasurer
THE CHASE MANHATTAN BANK,
N.A., Individually and as
Administrative Agent
By /s/ Xxxxxx Xxxxxxxxxx
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Title: Vice President
BANK OF MONTREAL,
Individually and as
Co-Agent
By /s/ Xxxx Xxxx
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Title: Director
CORESTATES BANK, N.A.,
Individually and as
Co-Agent
By /s/ Xxxxxx Xxxxxxx
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Title: Vice President
PNC BANK, NATIONAL ASSOCIATION,
Individually and as Co-Agent
By /s/ Xxxxx Xxxx
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Title: Vice President
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XXXX XX XXXXXXX XXXXXXXX
By: /s/ Xxxxx X. Xxxxxx
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Title: Vice President
MELLON BANK, N.A.
By: /s/ Xxxxxxx X. Xxxxxx
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Title:
NBD BANK
By: /s/ Xxxx Xxxxxxx
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Title: Vice President
THE YASUDA TRUST AND BANKING CO., LTD.
By: /s/ Xxxx X. Xxxxxxxxx
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Title: Vice President
CARIPLO-CASSA DI RISPARMIO
DELLE PROVINCIE LOMBARDE
By: /s/ Xxxxxx Xxxxx
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Title: Vice President
By: /s/ Xxxxxxx Xxxxxxxx
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Title: Assistant Treasurer
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