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EXHIBIT 4.7 (a)
SECOND AMENDED AND RESTATED FEE LETTER
Dated as of December 17, 2003
IDEX Receivables Corporation
630 Dundee Road, Suite 400
Northbrook, IL 60062
Re: Receivables Purchase Agreement
Ladies and Gentlemen:
Reference is hereby made to that certain Receivables Purchase
Agreement (as amended by Amendment No. 1
thereto dated as of December 18, 2002,
by Amendment No. 2 thereto dated as of even
date herewith and as may be further
amended, restated or otherwise modified
from time to time, the "Purchase
Agreement"), dated as of December 20, 2001,
among IDEX Receivables Corporation,
as seller (the "Seller"), IDEX Corporation,
as servicer (the "Servicer"), Falcon
Asset Securitization Corporation
("Falcon"), certain entities party thereto as
"Financial Institutions" and Bank One, NA
(Main Office Chicago), as Agent (the
"Agent") for Falcon and the Financial
Institutions. This letter constitutes the
"Fee Letter" referred to in the Purchase
Agreement and sets forth our
understanding in respect of certain fees
payable by the Seller and the
obligations of the Seller in connection
therewith. Capitalized terms that are
used herein and not otherwise defined
herein shall have the respective meanings
assigned thereto under the Purchase
Agreement.
SECTION 1. Fees. Notwithstanding any limitation on recourse
contained in the Purchase Agreement:
(a) Amendment and Renewal Fee. On the date hereof, the Seller
shall pay to Falcon an amendment and
renewal fee in the amount of $18,750.00.
(b) On-Going Fees. The following fees shall be due and payable
on each Settlement Date of the type
described in clause (A) of the definition of
"Settlement Date" in the Purchase
Agreement, or such other day as agreed to by
the Seller and the Agent in writing (each
such date, a "Payment Date"), during
the period commencing on December 18, 2003
until the date occurring after the
Facility Termination Date on which the
amount of the Aggregate Unpaids shall be
reduced to zero. All such fees shall accrue
from and including the date hereof
and shall, as provided in Section 1.4 of
the Purchase Agreement, be calculated
on the basis of a 360-day year for the
actual number of days elapsed (including
the first but excluding the last such
day).
Signature Page to Second Amended and Restated Fee Letter
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(i) Administration Fee. On
each Payment Date, the Seller
shall pay to Falcon a fee equal to 0.50% per annum times 102% of
the
Purchase Limit.
(ii)
Program Fee. On each Payment Date, the Seller shall
pay to Falcon a fee equal to 0.27% times the average daily
outstanding
Capital during the immediately preceding calendar month or
portion
thereof.
SECTION 2. Independent Nature of Fees. Each of the fees
described in Section 1 above shall be in
addition to, and not in lieu of any
other fees, expenses, reimbursements,
indemnities and any other amounts payable
by the Seller under or in connection with
the Purchase Agreement. Nothing
contained in this Fee Letter shall limit in
any way the obligation of the Seller
to pay any amount required to be paid by it
in accordance with the terms of the
Purchase Agreement.
SECTION 3. Termination. This Fee Letter shall terminate
immediately following the later to occur of
(a) the Facility Termination Date
and (b) the repayment in full of all of the
Aggregate Unpaids.
SECTION 4. Amendments and Waivers. No amendment, waiver,
supplement or other modification of this
Fee Letter shall be effective unless
made in writing and executed by each of the
parties hereto.
SECTION 5. Counterparts. This Fee Letter may be executed in
any number of counterparts and by different
parties hereto in separate
counterparts, each of which when so
executed shall be deemed to be an original
and all of which when taken together shall
constitute one and the same
agreement.
SECTION 6. Successors and Assigns. This Fee Letter shall be
binding upon, and shall inure to the
benefit of, the parties hereto and their
respective successors and assigns; provided
that the Seller may not assign any
of its obligations hereunder without the
prior written consent of the Agent and
each of the Purchasers.
SECTION 7. Governing Law. This Fee Letter shall be governed
and construed in accordance with the
internal laws (and not the law of
conflicts) of the State of Illinois.
SECTION 8. Amendment and Restatement; Effectiveness. This
letter agreement amends and restates in its
entirety that certain Amended and
Restated Fee Letter dated as of December
18, 2002 among the parties hereto (the
"Existing Fee Letter"). This letter
agreement is not intended to constitute a
novation of the Existing Fee Letter, and
all fees that have accrued under the
Existing Fee Letter up to (but not
including) the date hereof shall have accrued
at the rates specified in the Existing Fee
Letter and shall be payable as and
when required in accordance with the terms
thereof. All fees accruing from and
after the date hereof shall accrue at the
rates specified in this letter
agreement and shall be payable as and when
required in accordance with the terms
hereof.
If the foregoing agreements evidence your understanding,
please acknowledge by executing this letter
in the space provided below.
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Very truly yours,
B
