SECOND AMENDED AND RESTATED FEE LETTER

 

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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,

 

                                    BANK ONE, NA (MAIN OFFICE CHICAGO),

                                         as Agent and as a Financial Institution

 

                                    By__________________________________________

 

                                             Director, Capital Markets