0001193125-16-758769 Sample Contracts

AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • November 3rd, 2016 • Ametek Inc/ • Motors & generators • New York

This AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT (this “Amendment”), is made as of October 31, 2016, by and among (a) AMETEK, INC., a Delaware corporation (together with its successors and assigns, the “Company”), and (b) each of the Noteholders (as defined below) signatory hereto, with respect to that certain Note Purchase Agreement, dated as of August 30, 2007, (as in effect immediately prior to giving effect to this Amendment, the “Existing Note Agreement” and, as amended pursuant to this Amendment and as may be further amended, restated or otherwise modified from time to time, the “Note Agreement”), by and among the Company and each holder of the Notes (collectively, the “Noteholders”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Existing Note Agreement.

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AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • November 3rd, 2016 • Ametek Inc/ • Motors & generators • New York

This AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT (this “Amendment”), is made as of October 31, 2016, by and among (a) AMETEK, INC., a Delaware corporation (together with its successors and assigns, the “Company”), and (b) each of the Noteholders (as defined below) signatory hereto, with respect to that certain Note Purchase Agreement, dated as of September 17, 2008, (as in effect immediately prior to giving effect to this Amendment, the “Existing Note Agreement” and, as amended pursuant to this Amendment and as may be further amended, restated or otherwise modified from time to time, the “Note Agreement”), by and among the Company and each holder of the Notes (collectively, the “Noteholders”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Existing Note Agreement.

AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • November 3rd, 2016 • Ametek Inc/ • Motors & generators • New York

This AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT (this “Amendment”), is made as of October 31, 2016, by and among (a) AMETEK, INC., a Delaware corporation (together with its successors and assigns, the “Company”), and (b) each of the Noteholders (as defined below) signatory hereto, with respect to that certain Note Purchase Agreement, dated as of September 30, 2014, (as in effect immediately prior to giving effect to this Amendment, the “Existing Note Agreement” and, as amended pursuant to this Amendment and as may be further amended, restated or otherwise modified from time to time, the “Note Agreement”), by and among the Company and each holder of the Notes (collectively, the “Noteholders”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Existing Note Agreement.

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