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Exhibit 10.35
SIXTH AMENDMENT AND CONSENT TO CREDIT AGREEMENT
SIXTH AMENDMENT AND CONSENT TO CREDIT AGREEMENT (this "Amendment"),
dated as of September 22, 2000, among AMETEK, INC. (the "Borrower"), the
financial institutions party to the Credit Agreement referred to below (the
"Banks"), BANK OF AMERICA, N.A. (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"). 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 as
herein provided;
NOW, THEREFORE, it is agreed:
I. Amendments and Consent.
1. Section 8.03 of the Credit Agreement is hereby amended by
changing the designation of clause "(s)" thereof, which was inserted therein
pursuant to Section 4 of the Third Amendment to Credit Agreement, dated as of
June 15, 1998, to that of clause "(u)".
2. Section 8.03 of the Credit Agreement is hereby further amended by
(i) deleting the word "and" appearing at the end of clause (t) thereof, (ii)
deleting the period appearing at the end of clause (u) thereof and inserting ";
and" in lieu thereof, and (iii) inserting a new clause (v) at the end of such
Section 8.03, as follows:
"(v) Indebtedness representing Permitted Foreign Subsidiary
Guaranteed WC Debt, provided that (x) the obligors thereunder are Foreign
Subsidiaries (other than AMETEK Italia), although the Borrower shall be
permitted to guarantee such Permitted Foreign Subsidiary Guaranteed WC
Debt, and (y) the aggregate principal amount thereof at any one time
outstanding shall not exceed $30,000,000, provided, however, that the
aggregate principal amount thereof at any one time outstanding may exceed
$30,000,000 solely by virtue of changes in the exchange rates (and not as
a result of the additional incurrence of any new Indebtedness) for the
currencies in which any such Permitted Foreign Subsidiary Guaranteed WC
Debt is denominated for a period not in excess of one month after any date
upon which it is so determined that the aggregate principal amount
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of Permitted Foreign Subsidiary Guaranteed WC Debt exceeds $30,000,000 as
a result solely of such a change in exchange rates."
3. Section 10 of the Credit Agreement is hereby amended by inserting
in appropriate alphabetical order the following new definitions:
"Permitted Foreign Subsidiary Guaranteed WC Debt" shall mean
Indebtedness of a Foreign Subsidiary (other than AMETEK Italia) the
proceeds of which are used to finance working capital requirements of such
Foreign Subsidiary, it being understood that such Indebtedness may be
guaranteed by the Borrower, provided, however, that no Permitted Foreign
Subsidiary Guaranteed WC Debt (other than up to $5,000,000 of such Debt
outstanding under a line of credit existing as of the Sixth Amendment
Effective Date between the Borrower and certain of its Foreign
Subsidiaries, including Ametek do Brasil, and ABN AMRO Bank (the "Umbrella
Agreement") may be incurred or assumed which contains any provision in the
documents governing or evidencing the same which, in the reasonable
opinion of the Administrative Agent, would permit a default or event of
default to occur under such Permitted Foreign Subsidiary Guaranteed WC
Debt based upon the occurrence of a Default or Event of Default under this
Agreement unless any such Event of Default has resulted in an acceleration
under this Agreement. It is understood and agreed that the aggregate
Dollar amount of Permitted Foreign Subsidiary Guaranteed WC Debt
outstanding at any time shall be determined at the spot exchange rate for
the currency in question at such time of determination. The incurrence of
Permitted Foreign Subsidiary Guaranteed WC Debt shall be deemed to be a
representation and warranty by the Borrower that all conditions thereto
have been satisfied and that same is permitted in accordance with the
terms of this Agreement, which representation and warranty shall be deemed
to be a representation and warranty for all purposes hereunder, including,
without limitation, Sections 5.02 and 9.
"Sixth Amendment Effective Date" shall mean the Amendment Effective
Date under and as defined in the Sixth Amendment and Consent, dated as of
September 22, 2000, to this Agreement.
II. Miscellaneous.
1. In order to induce the Banks to enter into this Amendment, the
Borrower hereby represents and warrants that:
(a) on the Amendment Effective Date, no Default or Event of
Default exists, both before and after giving effect to this Amendment; and
(b) on and as of the Amendment Effective Date, all
representations and warranties contained in the Credit Agreement or the
other Credit Documents are true and correct in all material respects, both
before and after giving effect to this Amendment.
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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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Vice President & Treasurer
THE CHASE MANHATTAN BANK,
Individually and as Administrative
Agent
By: /s/▇▇▇▇ ▇▇▇▇▇
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Title: Vice President
BANK OF MONTREAL,
Individually and as a Co-Agent
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Director
FIRST UNION NATIONAL BANK,
Individually and as a Co-Agent
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Vice President
PNC BANK, NATIONAL ASSOCIATION,
Individually and as a Co-Agent
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Vice President
BANK OF AMERICA, N.A.,
Individually and as a Co-Agent
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Managing Director
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ABN AMRO BANK N.V., NEW YORK BRANCH
By: /s/ Juliette Mound
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Title: Assistant Vice President
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Vice President
MELLON BANK, N.A.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇.
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Title: Vice President
CARIPLO-CASSA DI RISPARMIO DELLE
PROVINCIE LOMBARDE S.P.A.
By:
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Title:
By:
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