EXHIBIT 10.2
SECOND AMENDMENT
DATED AS OF JUNE 3, 2002
TO
RECEIVABLES PURCHASE AGREEMENT
DATED AS OF OCTOBER 1, 1999
THIS SECOND AMENDMENT (the "Amendment"), dated as of June 3, 2002 is
entered into among Ametek, Inc. ("Ametek"), Rotron Incorporated ("Rotron") (each
of Ametek and Rotron being referred to individually, as an "Originator" and
collectively, as the "Originators"), and Ametek Receivables Corp. (the
"Company").
WITNESSETH:
WHEREAS, the Originators and the Company have heretofore executed and
delivered a Receivables Purchase Agreement, dated as of October 1, 1999 (as
amended, supplemented or otherwise modified through the date hereof, the
"Purchase Agreement"), and
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto hereby agree that
the Purchase Agreement shall be and is hereby amended as follows:
Section 1. (a) The defined term "Divisions" appearing in Schedule I to the
Purchase Agreement is hereby amended in its entirety and as so amended shall
read as follows:
"Divisions" means the following divisions of Ametek:
Ametek Aerospace, Lamb Electric, Rotron Technical Motor
Division, Specialty Metal Products, U.S. Gauge, Process &
Analytical Instruments, Test & Calibration Instruments, and
Prestolite Power and Switch.
Section 2. This Amendment shall become effective on the date the Agent has
received counterparts hereof executed by each Originator and the Company.
Section 3. This Amendment may be executed in any number of counterparts
and by the different parties on separate counterparts and each such counterpart
shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same Amendment.
Section 4. Except as specifically provided above, the Purchase Agreement
and the other Transaction Documents shall remain in full force and effect and
are hereby ratified and confirmed in all respects. All defined terms used herein
and not defined herein shall have the same meaning herein as in the Transaction
Documents. The Company agrees to pay on demand all costs and expenses (including
reasonable fees and expenses of counsel) of or incurred by the Agent and the
Originators in connection with the negotiation, preparation, execution and
delivery of this Amendment.
Section 5. This Amendment and the rights and obligations of the parties
hereunder shall be construed in accordance with and be governed by the law 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.
AMETEK, INC.
By: Xxxxxxx X. Xxxxxxxx
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Title: VP & Treasurer
ROTRON INCORPORATED
By: Xxxxxxx X. Xxxxxxxx
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Title: Treasurer
AMETEK RECEIVABLES CORP.
By: Xxxxxxx X. Xxxxxxxx
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Title: Treasurer
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