<PAGE>
EXHIBIT 10.62
TWELFTH AMENDMENT
DATED AS OF DECEMBER 23, 2003
TO
RECEIVABLES SALE AGREEMENT
DATED AS OF OCTOBER 1, 1999
THIS TWELFTH AMENDMENT (the "Amendment"), dated as of December
23,
2003, 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 N.V., 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 date
"December 23, 2003" appearing in clause (d)
of the defined term "Liquidity Termination" appearing in Schedule I
of
the Sale Agreement is deleted and replaced with the date "January
6,
2004."
(b) The date
"December 23, 2003" appearing in clause
(c)(ii) of the defined term "Termination Date" appearing in
Schedule I
of the Sale Agreement is deleted and replaced with the date
"January 6,
2004."
Section 2. To induce the Agent and the Purchasers to enter into
this
Amendment, the Seller and Initial
Collection Agent represent and warrant to the
Agent and the Purchasers that: (a) the
representations and warranties contained
in the Transaction Documents, are true and
correct in all material respects as
of the date hereof with the same effect as
though made on the date hereof
