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EXHIBIT 4.7 (a)
EXECUTION COPY
AMENDMENT NO. 3
to
RECEIVABLES PURCHASE AGREEMENT
Dated as of December 15, 2004
THIS AMENDMENT NO. 3 ("Amendment") is entered into as of
December
15, 2004 by and among IDEX Receivables Corporation (the
"Seller"), IDEX
Corporation (the "Servicer"), Falcon Asset Securitization
Corporation
("Falcon"), the Financial Institutions party hereto and JPMorgan
Chase Bank,
N.A. (as successor by merger to Bank One, NA (Main Office
Chicago)), as Agent
(the "Agent").
PRELIMINARY STATEMENT
A. The Seller, the Servicer, Falcon, the Financial Institutions
and
the Agent are parties to that certain Receivables Purchase
Agreement dated as of
December 20, 2001 (as amended by Amendment No. 1 thereto dated
as of December
18, 2002, as amended by Amendment No. 2 thereto dated as of
December 17, 2003
and as otherwise amended, restated, supplemented or otherwise
modified from time
to time, the "Purchase Agreement"). Capitalized terms used
herein and not
otherwise defined shall have the meanings ascribed to them in
the Purchase
Agreement.
B. The Seller, the Servicer, Falcon, the Financial Institutions
and
the Agent have agreed to amend the Purchase Agreement on the
terms and subject
to the conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises set forth
above,
and other good and valuable consideration, the receipt and
sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as
follows:
SECTION 1. Amendment. Effective as of the date hereof and
subject to
the satisfaction of the conditions precedent set forth in
Section 2 below, the
Purchase Agreement is hereby amended as follows:
(a) The following new Section 4.6 is added to the Purchase
Agreement
immediately following Section 4.5 of the Purchase Agreement:
"Section 4.6. Liquidity Agreement Fundings. The parties
hereto
acknowledge that Falcon may put all or any portion of its
Receivable
Interests to the Financial Institutions at any time pursuant to
the
Liquidity Agreement to finance or refinance the necessary
portion of its
Receivable Interests through a funding under the Liquidity
Agreement to
the extent available. The fundings under the Liquidity Agreement
will
accrue interest at the Bank Rate in accordance with this Article
IV.
Regardless of whether a funding of Receivable
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Interests by the Financial Institutions constitutes the direct
purchase of
a Receivable Interest hereunder, an assignment under the
Liquidity
Agreement of a Receivable Interest originally funded by Falcon
or the sale
of one or more participations or other interests under the
Liquidity
Agreement in a Receivable Interest originally funded by Falcon,
each
Financial Institution participating in a funding of a Receivable
Interest
shall have the rights and obligations of a "Purchaser" hereunder
with the
same force and effect as if it had directly purchased such
Receivable
Interest from Seller hereunder."
(b) The phrase ", its obligation to pay Falcon its
Acquisition
Amounts" is deleted from the first sentence of Section 12.2 of
the Purchase
Agreement.
(c) The following new Section 12.3 is added to the Purchase
Agreement immediately following Section 12.2 of the Purchase
Agreement:
"Section 12.3. Terminating Financial Institutions.
(a) Each Financial Institution hereby agrees to deliver
written
notice to the Agent not more than 30 Business Days and not less
than
5 Business Days prior to the Liquidity Termination Date
indicating
whether such Financial Institution intends to renew its
Commitment
hereunder. If any Financial Institution fails to deliver such
notice
on or prior to the date that is 5 Business Days prior to the
Liquidity Termination Date, such Financial Institution will
be
deemed to have declined to renew its Commitment (each
Financial
Institution which has declined or has been deemed to have
declined
to renew its Commitment hereunder, a "Non-Renewing Financial
Institution"). The Agent shall promptly notify Falcon of
each
Non-Renewing Financial Institution and Falcon, in its sole
discretion, may (A) to the extent of Commitment
Availability,
declare that such Non-Renewing Financial Institution's
Commitment
shall, to such extent, automatically terminate on a date
specified
by Falcon on or before the Liquidity Termination Date or (B)
upon
one (1) Business Day's notice to such Non-Renewing Financial
Institution assign to such Non-Renewing Financial Institution on
a
date specified by Falcon its Pro Rata Share of the aggregate
Receivable Interests then held by Falcon, subject to, and in
accordance with, the Liquidity Agreement. In addition, Falcon
may,
in its sole discretion, at any time (x) to the extent of
Commitment
Availability, declare that any Affected Financial
Institution's
Commitment shall automatically terminate on a date specified
by
Falcon or (y) assign to any Affected Financial Institution on a
date
specified by Falcon its Pro Rata Share of the aggregate
Receivable
Interests then held by Falcon, subject to, and in accordance
with,
the Liquidity Agreement (each Affected Financial Institution or
each
Non-Renewing Financial Institution is hereinafter referred to as
a
"Terminating Financial Institution"). The parties hereto
expressly
acknowledge that any declaration of the termination of any
Commitment, any assignment pursuant to this Section 12.3 and
the
order of priority of any such termination or assignment
among
Terminating Financial Institutions shall be made by Falcon in
its
sole and absolute discretion.
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(b) Upon any assignment to a Terminating Financial Institution
as
provided in this Section 12.3, any remaining Commitment of
such
Terminating Financial Institution shall automatically
terminate.
Upon reduction to zero of the Capital of all of the
Receivable
Interests of a Terminating Financial Institution (after
application
of Collections thereto pursuant to Sections 2.2 and 2.3) all
rights
and obligations of such Terminating Financial Institution
hereunder
shall be terminated and such Terminating Financial Institution
shall
no longer be a "Financial Institution" hereunder; provided,
however,
that the provisions of Article X shall continue in effect for
its
benefit with respect to Receivable Interests held by such
Terminating Financial Institution prior to its termination as
a
Financial Institution.
(d) Article XIII of the Purchase Agreement is deleted in its
entirety.
(e) Each of the references to "Article XIII" in Section 4.1 of,
and
in the definition of "Broken Funding Costs" in Exhibit I to, the
Purchase
Agreement are replaced by a reference to "the Liquidity
Agreement".
(f) Section 9.1(l) of the Purchase Agreement is restated in
its
entirety as follows:
(l) IDEX shall fail to satisfy Section 7.15 or any
additional
"financial covenant" under the IDEX Credit Agreement, as
such
agreement is in effect on December 14, 2004, without giving
effect
to any subsequent amendment or modification unless Bank One, NA,
as
the Agent hereunder, consents to such amendment or
modification.
(g) Each of the references to "Section 13.1" in Sections 6.2,
12.1
and 14.13 of the Purchase Agreement is replaced by a reference
to "the Liquidity
Agreement".
(h) Each of the references to "Section 13.6" in Section 2.2 of
the
Purchase Agreement and in the definitions of "Commitment",
"Non-Renewing
Financial Institution" and "Terminating Financial Institution"
in Exhibit I to
the Purchase Agreement is replaced by a reference to "Section
12.3".
(i) The phrase "(except pursuant to Sections 13.1 or 13.5)"
in
Section 14.1(b)(i) of the Purchase Agreement is replaced by the
following
phrase: "(except pursuant to the Liquidity Agreement or Section
12.3)".
(j) The definitions of "Acquisition Amount", "Adjusted
Funded
Amount", "Adjusted Liquidity Price", "Approved Unconditional
Liquidity
Provider", "Defaulting Financial Institution", "Falcon
Residual", "Falcon
Transfer Price", "Falcon Transfer Price Deficit", "Falcon
Transfer Price
Reduction", "Non-Defaulting Financial Institution", "Reduction
Percentage" and
"Unconditional Liquidity Provider" in Exhibit I to the Purchase
Agreement are
deleted in their entirety.
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(k) The definition of "Bank Rate" in Exhibit I to the
Purchase
Agreement is restated in its entirety as follows:
"Bank Rate" means, the LIBO Rate or the Base Rate, as
applicable, with respect to each Receivable Interest of the
Financ
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