Contract

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 December15, 2004 by and among IDEX Receivables Corporation (the “Seller”), IDEXCorporation (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 andthe Agent are parties to that certain Receivables Purchase Agreement dated as ofDecember 20, 2001 (as amended by Amendment No. 1 thereto dated as of December18, 2002, as amended by Amendment No. 2 thereto dated as of December 17, 2003and as otherwise amended, restated, supplemented or otherwise modified from timeto time, the “Purchase Agreement”). Capitalized terms used herein and nototherwise defined shall have the meanings ascribed to them in the PurchaseAgreement. B. The Seller, the Servicer, Falcon, the Financial Institutions andthe Agent have agreed to amend the Purchase Agreement on the terms and subjectto 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 whichare hereby acknowledged, the parties hereto hereby agree as follows: SECTION 1. Amendment. Effective as of the date hereof and subject tothe satisfaction of the conditions precedent set forth in Section 2 below, thePurchase Agreement is hereby amended as follows: (a) The following new Section 4.6 is added to the Purchase Agreementimmediately 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 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 AcquisitionAmounts” is deleted from the first sentence of Section 12.2 of the PurchaseAgreement. (c) The following new Section 12.3 is added to the PurchaseAgreement 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. 2 (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, andin the definition of “Broken Funding Costs” in Exhibit I to, the PurchaseAgreement are replaced by a reference to “the Liquidity Agreement”. (f) Section 9.1(l) of the Purchase Agreement is restated in itsentirety 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, 12.1and 14.13 of the Purchase Agreement is replaced by a reference to “the LiquidityAgreement”. (h) Each of the references to “Section 13.6” in Section 2.2 of thePurchase Agreement and in the definitions of “Commitment”, “Non-RenewingFinancial Institution” and “Terminating Financial Institution” in Exhibit I tothe Purchase Agreement is replaced by a reference to “Section 12.3”. (i) The phrase “(except pursuant to Sections 13.1 or 13.5)” inSection 14.1(b)(i) of the Purchase Agreement is replaced by the followingphrase: “(except pursuant to the Liquidity Agreement or Section 12.3)”. (j) The definitions of “Acquisition Amount”, “Adjusted FundedAmount”, “Adjusted Liquidity Price”, “Approved Unconditional LiquidityProvider”, “Defaulting Financial Institution”, “Falcon Residual”, “FalconTransfer Price”, “Falcon Transfer Price Deficit”, “Falcon Transfer PriceReduction”, “Non-Defaulting Financial Institution”, “Reduction Percentage” and”Unconditional Liquidity Provider” in Exhibit I to the Purchase Agreement aredeleted in their entirety. 3 (k) The definition of “Bank Rate” in Exhibit I to the PurchaseAgreement 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 Financial Institutions and any Receivable Interest of Falcon, an undivided interest in which has been assigned by Falcon to a Financial Institution pursuant to the Liquidity Agreement. (l) The definition of “Idex Credit Agreement” in Exhibit I to thePurchase Agreement is restated in its entirety as follows: “IDEX Credit Agreement” means that certain Credit Agreement, datedas of December 14, 2004, among IDEX, Bank of America, N.A., as administrativeagent, Wachovia Bank, National Association, as syndication agent, and the otherfinancial institutions party thereto, without giving effect to any amendments orother modifications thereto from and after December 14, 2004. (m) The following definition of “Liquidity Agreement” is added toExhibit I to the Purchase Agreement: “Liquidity Agreement” means the agreement entered into by Falcon with the Financial Institutions in connection herewith for the purpose of providing liquidity with respect to the Capital funded by Falcon under this Agreement. (n) The definition of “Liquidity Termination Date” in Exhibit I tothe Purchase Agreement is restated in its entirety as follows: “Liquidity Termination Date” means December 14, 2005. (o) The definition of “Purchase Limit” in Exhibit I to the PurchaseAgreement is amended by deleting “$25,000,000″ therefrom and replacing it with”$30,000,000”. (p) The definition of “Pro Rata Share” in Exhibit I to the PurchaseAgreement is restated in its entirety as follows: “Pro Rata Share” means, for each Financial Institution, a percentage equal to (i) the Commitment of such Financial Institution, divided by (ii) the aggregate amount of all Commitments of all Financial Institutions hereunder, adjusted as necessary to give effect to the application of the terms of the Liquidity Agreement or Section 12.3. (q) Schedule A to the Purchase Agreement is hereby amended bydeleting “$25,500,000” therefrom and replacing it with “$30,600,000″. SECTION 2. Conditions Precedent. This Amendment shall becomeeffective and be deemed effective, as of the date first above written, upon thelatest to occur of (i) the date 4hereof, (ii) receipt by the Agent of one copy of each of (a) this Amendment and(b) the Third Amended and Restated Fee Letter dated as of the date hereof (the”Fee Letter”), among the Agent, Falcon and the Seller, in each case dulyexecuted by each of the parties hereto or thereto, and (iii) payment by theSeller to Falcon of all fees due and payable on the date hereof under the FeeLetter. SECTION 3. Covenants, Representations and Warranties of the Sellerand the Servicer. (a) Upon the effectiveness of this Amendment, each of the Seller andthe Servicer hereby reaffirms all covenants, representations and warranties madeby it in the Purchase Agreement, as amended, and agrees that all such covenants,representations and warranties shall be deemed to have been re-made as of theeffective date of this Amendment. (b) Each of the Seller and the Servicer hereby represents andwarrants as to itself (i) that this Amendment constitutes the legal, valid andbinding obligation of such party enforceable against such party in accordancewith its terms, except as enforceability may be limited by bankruptcy,insolvency, reorganization, moratorium or similar laws affecting the enforcementof creditors’ rights generally and general principles of equity which may limitthe availability of equitable remedies and (ii) upon the effectiveness of thisAmendment, that no event shall have occurred and be continuing which constitutesan Amortization Event or a Potential Amortization Event. SECTION 4. Fees, Costs, Expenses and Taxes. Without limiting therights of the Agent and the Purchasers set forth in the Purchase Agreement andthe other Transaction Documents, the Seller agrees to pay on demand allreasonable fees and out-of-pocket expenses of counsel for the Agent and thePurchasers incurred in connection with the preparation, execution and deliveryof this Amendment and the other instruments and documents to be delivered inconnection herewith and with respect to advising the Agent and the Purchasers asto their rights and responsibilities hereunder and thereunder. SECTION 5. Reference to and Effect on the Purchase Agreement. (a) Upon the effectiveness of this Amendment, each reference in thePurchase Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,””hereby” or words of like import shall mean and be a reference to the PurchaseAgreement as amended hereby, and each reference to the Purchase Agreement in anyother document, instrument or agreement executed and/or delivered in connectionwith the Purchase Agreement shall mean and be a reference to the PurchaseAgreement as amended hereby. (b) Except as specifically amended hereby, the Purchase Agreementand other documents, instruments and agreements executed and/or delivered inconnection therewith shall remain in full force and effect and are herebyratified and confirmed. (c) The execution, delivery and effectiveness of this Amendmentshall not operate as a waiver of any right, power or remedy of any Purchaser orthe Agent under the 5Purchase Agreement or any of the other Transaction Documents, nor constitute awaiver of any provision contained therein. SECTION 6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED ANDCONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OFTHE STATE OF ILLINOIS. SECTION 7. Execution in Counterparts. This Amendment may be executedin any number of counterparts and by different parties hereto in separatecounterparts, each of which when so executed and delivered shall be deemed to bean original and all of which taken together shall constitute but one and thesame instrument. SECTION 8. Headings. Section headings in this Amendment are includedherein for convenience of reference only and shall not constitute a part of thisAmendment for any other purpose. 6 IN WITNESS WHEREOF, the parties hereto have caused this Amendment tobe executed on the date first set forth above by their respective officersthereto duly authorized, to be effective as hereinabove provided. IDEX RECEIVABLES CORPORATION, as Seller By:_______________________ Name: Title: IDEX CORPORATION, individually and as Servicer By:_______________________ Name: Title: FALCON ASSET SECURITIZATION CORPORATION By:_________________________________ Name: Ronald Atkins Title: Authorized Signatory JPMORGAN CHASE BANK, N.A. (as successor by merger to Bank One, N.A. (Main Office Chicago)), as a Financial Institution and as Agent By:_______________________ Name: Ronald Atkins Title: Vice President Signature Page to Amendment No. 3 to Receivables Purchase Agreement EXECUTION COPY THIRD AMENDED AND RESTATED FEE LETTER Dated as of December 15, 2004IDEX Receivables Corporation630 Dundee Road, Suite 400Northbrook, IL 60062 Re: Receivables Purchase AgreementLadies and Gentlemen: Reference is hereby made to that certain Receivables PurchaseAgreement (as amended by Amendment No. 1 thereto dated as of December 18, 2002,by Amendment No. 2 thereto dated as of December 17, 2003, by Amendment No. 3thereto dated as of the date hereof and as may be further amended, restated orotherwise modified from time to time, the “Purchase Agreement”), dated as ofDecember 20, 2001, among IDEX Receivables Corporation, as seller (the “Seller”),IDEX Corporation, as servicer (the “Servicer”), Falcon Asset SecuritizationCorporation (“Falcon”), certain entities party thereto as “FinancialInstitutions” and JPMorgan Chase Bank, N.A. (as successor by merger to Bank One,NA (Main Office Chicago)), as Agent (the “Agent”) for Falcon and the FinancialInstitutions. This letter constitutes the “Fee Letter” referred to in thePurchase Agreement and sets forth our understanding in respect of certain feespayable by the Seller and the obligations of the Seller in connection therewith.Capitalized terms that are used herein and not otherwise defined herein shallhave the respective meanings assigned thereto under the Purchase Agreement. SECTION 1. Fees. Notwithstanding any limitation on recoursecontained in the Purchase Agreement: (a) Amendment and Renewal Fee. On the date hereof, the Seller shallpay to Falcon an amendment and renewal fee in the amount of $20,000.00. (b) On-Going Fees. The following fees shall be due and payable oneach 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 bythe Seller and the Agent in writing (each such date, a “Payment Date”), duringthe period commencing on December 15, 2004 until the date occurring after theFacility Termination Date on which the amount of the Aggregate Unpaids shall bereduced to zero. All such fees shall accrue from and including the date hereof Signature Page to Amendment No. 3 to Receivables Purchase Agreementand shall, as provided in Section 1.4 of the Purchase Agreement, be calculatedon the basis of a 360-day year for the actual number of days elapsed (includingthe first but excluding the last such day). (i) Administration Fee. On each Payment Date, the Seller shall pay to Falcon a fee equal to 0.20% 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 0.25% 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 inSection 1 above shall be in addition to, and not in lieu of any other fees,expenses, reimbursements, indemnities and any other amounts payable by theSeller under or in connection with the Purchase Agreement. Nothing contained inthis Fee Letter shall limit in any way the obligation of the Seller to pay anyamount required to be paid by it in accordance with the terms of the PurchaseAgreement. SECTION 3. Termination. This Fee Letter shall terminate immediatelyfollowing the later to occur of (a) the Facility Termination Date and (b) therepayment in full of all of the Aggregate Unpaids. SECTION 4. Amendments and Waivers. No amendment, waiver, supplementor other modification of this Fee Letter shall be effective unless made inwriting and executed by each of the parties hereto. SECTION 5. Counterparts. This Fee Letter may be executed in anynumber 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 ofwhich when taken together shall constitute one and the same agreement. SECTION 6. Successors and Assigns. This Fee Letter shall be bindingupon, and shall inure to the benefit of, the parties hereto and their respectivesuccessors and assigns; provided that the Seller may not assign any of itsobligations hereunder without the prior written consent of the Agent and each ofthe Purchasers. SECTION 7. Governing Law. This Fee Letter shall be governed andconstrued in accordance with the internal laws (and not the law of conflicts) ofthe State of Illinois. SECTION 8. Amendment and Restatement; Effectiveness. This letteragreement amends and restates in its entirety that certain Second Amended andRestated Fee Letter dated as of December 17, 2003 among the parties hereto (the”Existing Fee Letter”). This letter agreement is not intended to constitute anovation of the Existing Fee Letter, and all fees that have accrued under theExisting Fee Letter up to (but not including) the date hereof shall have accruedat the rates specified in the Existing Fee Letter and shall be payable as andwhen required in accordance with the terms thereof. All fees accruing from andafter the date hereof shall accrue at the rates specified in this letteragreement and shall be payable as and when required in accordance with the termshereof. Signature Page to Amendment No. 3 to Receivables Purchase Agreement If the foregoing agreements evidence your understanding, pleaseacknowledge by executing this letter in the space provided below. Very truly yours, JPMORGAN CHASE BANK, N.A. (as successor by merger to Bank One, N.A. (Main Office Chicago)), as a Financial Institution and as Agent By_________________________________ Ronald Atkins Vice President FALCON ASSET SECURITIZATION CORPORATION By_________________________________ Ronald Atkins Authorized SignatoryAcknowledged and Agreed:IDEX RECEIVABLES CORPORATIONBy____________________________Name:Title: Signature Page to Amendment No. 3 to Receivables Purchase Agreement