Exhibit 10
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THIRD AMENDMENT TO CREDIT AGREEMENT
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THIRD AMENDMENT TO CREDIT AGREEMENT (this "Amendment'), dated as of
June 15, 1998, among AMETEK, INC. (the "Borrower"), the financial institutions
party to the Credit Agreement referred to below (the "Banks"), BANK OF AMERICA
NT&SA (f/k/a Bank of America Illinois), BANK OF MONTREAL, FIRST UNION NATIONAL
BANK 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:
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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, 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 as
herein provided;
NOW, THEREFORE, it is agreed:
I. Amendments.
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1. Section 7.14 of the Credit Agreement is hereby amended to read in
its entirety as follows:
"7.14 Senior Notes Change of Control. Upon the occurrence of
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any Change of Control, if an offer to repurchase the Senior Notes or any
Permitted Refinancing Debt is required to be made as a result of such
Change of Control, the Borrower will take all actions, including the giving
of notices required thereunder and the setting of the date for the
repurchases of Senior Notes or Permitted Refinancing Debt, as is within its
power to insure that the date for payment of the purchase price for all
Senior Notes or Permitted Refinancing Debt that must be repurchased as a
result of such Change of Control is no earlier than the date on which the
Loans hereunder become due and payable as a result of such Change of
Control."
2. Notwithstanding anything to the contrary contained in Section
8.01(i) of the Credit Agreement, the Borrower may consummate an acquisition of a
European instrument company heretofore identified to the Banks as "Project
Beach", and such acquisition shall constitute a Permitted Acquisition for all
purposes of the Credit Agreement and the other Credit Documents, so long as (a)
the provisions of such Section 8.01(i) (other than clause (vii) thereof) are
satisfied in connection with such acquisition, (b) the aggregate amount expended
by the Borrower in connection with such acquisition does not exceed 135,000,000
Swiss Francs, and (c)
at least 10 Business Days prior to the consummation of
such acquisition the identity of the company to be acquired, and such company's
financial statements for its most recent fiscal year and fiscal quarter, shall
be made available to the Banks and same shall be satisfactory to the
Administrative Agent and the Required Banks.
3. Section 8.03(j) of the Credit Agreement is hereby amended by
deleting the phrase "the proceeds of which are used to refinance the Senior
Notes in accordance with Section 8.12" appearing therein.
4. Section 8.03 of the Credit Agreement is hereby further amended by
(a) deleting the word "and" appearing at the end of clause (s) thereof, (b)
deleting the period appearing at the end of clause (t) thereof and inserting ";
and" in lieu thereof and (c) inserting the following new clause (u) immediately
following clause (t) thereof:
"(u) unsecured Indebtedness of the Borrower of up to $85,000,000
in aggregate principal amount the proceeds of which are used to finance the
Project Beach Acquisition, provided, that (i) such Indebtedness must be
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paid in full no later than 180 days following the consummation of the
Project Beach Acquisition, (ii) the amount of Indebtedness permitted under
this clause (u) shall be reduced by (x) the amount of Indebtedness
outstanding under Section 8.03(j) in excess of the sum of (A) $150,000,000
plus (B) the amount of fees and expenses incurred by the Borrower in
issuing such Indebtedness plus (C) costs incurred by the Borrower in
connection with its tender offer for its Senior Notes and (y) the amount of
Indebtedness outstanding under Section 8.03(q) and (iii) the terms of such
Indebtedness shall be no more restrictive on the Borrower and its
Subsidiaries than those contained in this Agreement.
5. Section 10 of the Credit Agreement is hereby amended by adding
thereto in appropriate alphabetical order the following defined terms:
"1998 Senior Notes" shall mean senior notes issued by the
Borrower (but not guaranteed by any of its Subsidiaries), so long as (i)
the aggregate principal amount thereof does not exceed $250,000,000, (ii)
the first $150,000,000 of the net proceeds thereof are used to refinance
the Senior Notes, and (iii) the maturity of such senior notes is no earlier
than May 31, 2008 and such senior notes are not subject to any scheduled
amortization or sinking fund requirements prior to such date.
"Project Beach Acquisition" shall mean the acquisition permitted
under Section 1 of the Third Amendment to this Agreement, dated as of June
15, 1998.
6. Notwithstanding anything in the Credit Agreement to the contrary,
the 1998 Senior Notes shall constitute Permitted Refinancing Debt for all
purposes of the Credit Agreement.
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7. The Banks hereby consent to the termination of the Subsidiary
Guaranties and the release of the Subsidiary Guarantors from their obligations
thereunder, and hereby authorize and direct the Administrative Agent to take any
action deemed appropriate by the Administrative Agent to evidence such
termination and release. On and after the Amendment Effective Date, no
Subsidiary of the Borrower shall be required to be party to a Subsidiary
Guaranty, whether pursuant to Section 7.13 or 8.04 of the Credit Agreement or
otherwise. Section 9.07 of the Credit Agreement is hereby deleted and
"Intentionally Omitted" is inserted in lieu thereof.
II. 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 Amendment
Effective Date, both before and after giving effect to this Amendment;
and
(b) on the Amendment Effective Date both before and after giving
effect to this Amendment, all representations and warranties contained
in the Credit Agreement or 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. This Amendment shall become effective on the date (the "Amendment
Effective Date") when the Borrower and the Required 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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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: Vice President & Treasurer
THE CHASE MANHATTAN BANK,
Individually and as Administrative Agent
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Vice President
BANK OF MONTREAL,
Individually and as a Co-Agent
By: /s/ X. X. XxXxxxxx
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Name: X. X. XxXxxxxx
Title: Director
FIRST UNION NATIONAL BANK,
Individually and as a Co-Agent
By: /s/ Xxxxxx Xxxxxxx
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Name: Xxxxxx Xxxxxxx
Title: Vice President
PNC BANK, NATIONAL ASSOCIATION,
Individually and as a Co-Agent
By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
Title: Senior Relationship Manager
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BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION,
Individually and as a Co-Agent
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Managing Director
ABN AMRO BANK N.V., NEW YORK
BRANCH
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Vice President
MELLON BANK, N.A.
By: /s/ G. B. Xxxxxx
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Name: G. B. Xxxxxx
Title: Vice President
SOCIETE GENERALE
By: /s/ Xxxxxx Saint-Xxxxx
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Name: Xxxxxx Saint-Denis
Title: Vice President
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CARIPLO-CASSA DI RISPARMIO DELLE PROVINCIE
LOMBARDE S.P.A.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Vice President
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