<PAGE>
EXHIBIT 10.55
FIFTEENTH AMENDMENT
DATED AS OF DECEMBER 20, 2005
to
RECEIVABLES SALE AGREEMENT
DATED AS OF OCTOBER 1, 1999
THIS
FIFTEENTH AMENDMENT (the "Amendment"), dated as of December 20,
2005,
is entered into among Ametek Receivables Corp (the "Seller"),
Ametek, Inc. (the
"Initial Collection Agent"), Amsterdam Funding Corporation, a
Delaware
corporation ("Amsterdam"), ABN AMRO Bank N.V., as Amsterdam's
program letter of
credit provider (the "Enhancer"), the Liquidity Provider listed on
the signature
page hereof (the "Liquidity Provider") and ABN AMRO Bank NV, as
agent for
Amsterdam, the Enhancer and the Liquidity Provider (the
"Agent")
WITNESSETH:
WHEREAS,
the Seller, Initial Collection Agent, Amsterdam, Enhancer,
Liquidity Provider and Agent have heretofore executed and delivered
a
Receivables Sale Agreement, dated as of October 1, 1999 (as
amended,
supplemented or otherwise modified through the date hereof, the
"Sale
Agreement"),
WHEREAS,
the parties hereto desire to amend the Sale Agreement as
provided
herein;
Now,
THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto
hereby agree that
the Sale Agreement shall be and is hereby amended as follows:
Section 1. Upon
execution by the parties hereto in the space provided for
that purpose below, the Sale Agreement shall be, and it hereby is,
amended as
follows:
(a) The defined term "Ametek Credit Agreement" appearing in
Schedule
I to the
Sale Agreement is hereby amended in its entirety and as so
amended
shall read as follows:
"Ametek Credit Agreement" means the Credit
Agreement, dated as of September 17, 2001 and amended and
restated as of June 17, 2005, among the Initial Collection
Agent, as Borrower, Various Lending Institutions party
thereto, Bank of America, N.A , PNC Bank National
Association, SunTrust Bank and Wachovia Bank, N A , as
Syndication Agents,
and JPMorgan Chase Bank, N A , as
Administrative Agent, and J P Morgan Securities Inc , as
Lead Arranger and Bookrunner as such agreement is amended,
restated or otherwise modified from time to time.
<PAGE>
(b) The defined term "Concentration Limit" appearing in Schedule
I
to the
Sale Agreement is hereby amended in its entirety and as so
amended
shall read
as follows:
"Concentration Limit" means (i) with respect to
Obligors with senior unsecured long-term indebtedness
rated A- (or higher) by S&P and A3 (or higher) by Moody's,
an amount not to exceed 10.0% of the Eligible Receivables
Balance, (ii) with respect to Obligors with senior
unsecured long-term indebtedness rated BBB-(or higher) by
S&P and Baa3 (or higher) by Moody's that are not described
in clause (i) above, an amount not to exceed 5.0% of the
Eligible Receivables Balance, (iii) with respect to
Obligors not described in clause (i) or (ii) above, 3.33%
of the Eligible Receivables Balance, (iv) with respect to
all Governmental Receivables in the aggregate, an amount
not
to exceed 5.0% of the Eligible Receivables Balance,
(v) with respect to Foreign Receivables in the aggregate,
an amount not to exceed the Applicable Foreign Receivables
Percentage of the Eligible Receivables Balance, (vi) with
respect to ail Foreign Receivables the Obligors of which
are domiciled in the United Kingdom, an amount not to
exceed 10.0% of the Eligible Receivables Balance, (vii)
with respect to all Foreign Receivables the Obligors of
which are domiciled in Canada, an amount not to exceed
10.0% of the Eligible Receivables Balance, and (viii) with
respect to all Foreign Receivables located in an OECD
Country with a long-term foreign currency rating of not
less than A by S&P and A2 by Moody's that is not the
United Kingdom or Canada, an amount not to exceed 5.0% of
the Eligible Receivables Balance. As used in this
definition, Applicable
Foreign Receivables Percentage
shall mean 20.0%, if the senior unsecured indebtedness of
the Initial Collection Agent is rated at least "Baa3" by
Moody's and "BBB-" by S&P, provided, however, if the
senior unsecured indebtedness of the Initial Collection
Agent falls below "Baa3" by Moody's or "BBB-" by S&P the
Applicable Foreign Receivables Percentage shall mean
10.0%.
(c) Clause (i) of the defined term "Eli
