exv10w58



 






Exhibit
10.58


Sixteenth Amendment

Dated as of October 30, 2006 

to

Receivables Sale Agreement

Dated as of October 1, 1999




     This Sixteenth Amendment (the “Amendment”), dated as of October 30, 2006, 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 I. 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 19, 2006” appearing in clause (d) of the defined term
“Liquidity Termination Date” appearing in Schedule I of the Sale Agreement is deleted
and replaced with the date “March 19, 2007.”




     (b)
The date “December 19, 2006” 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 “March 19, 2007.”



     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 (it
being understood and agreed that any representation or warranty which by its terms is made as of a
specified date shall be required to be true and correct in all material respects only as of such
specified date); (b) no Potential Termination Event exists; (c) this Amendment has been duly
authorized by all necessary corporate proceedings and duly executed




 









 







and delivered by each of the Seller and the Initial Collection Agent, and the Sale Agreement, as
amended by this Amendment, and each of the other Transaction Documents are the legal, valid and
binding obligations of the Seller and the Initial Collection Agent, enforceable against the Seller
and the Initial Collection Agent in accordance with their respective terms, except as
enforceability may be limited by bankruptcy, insolvency or other similar laws of general
application affecting the enforcement of creditors’ rights or by general principles of equity; and
(d) no consent, approval, authorization, order, registration or qualification with any
governmental authority is required for, and in the absence of which would adversely effect, the
legal and valid execution and delivery or performance by the Seller or the Initial Collection
Agent of this Amendment or the performance by the Seller or the Initial Collection Agent of the
Sale Agreement, as amended by this Amendment, or any other Transaction Document to which they are
a party.




     Section 3, This Amendment may be executed in any number of counterparts and by the different
parties on separate counterparts and each such counterpart shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same Amendment.



     Section 4. Except as specifically provided above, the Sale Agreement and the other Transaction
Documents shall remain in full force and effect and are hereby ratified and confirmed in all
respects. The execution, delivery, and effectiveness of this Amendment shall not operate as a
waiver of any right, power, or remedy of any Agent or any Purchaser under the Sale Agreement or any
of the other Transaction Documents, nor constitute a waiver or modification of any provision of any
of the other Transaction Documents. All defined terms used herein and not defined herein shall have
the same meaning herein as in the Sale Agreement. The Seller agrees to pay on demand all costs and
expenses (including reasonable fees and expenses of counsel) of or incurred by the Agent and each
Purchaser Agent in connection with the negotiation, preparation, execution and delivery of this
Amendment.



     Section 5. This Amendment and the rights and obligations of the parties hereunder shall be
construed in accordance with and be governed by the law of the State of New York.



 









 




in witness whereof, the parties have caused this Amendment to be executed and
delivered by their duly authorized officers as of the date first above written.




	 	 	 	 	 
	 	ABN AMRO bank N.V., as the Agent, as

         the Liquidity Provider and as the Enhancer

 	 
	 	By:  	/s/ Kristina Neville
 	 
	 	 	Title: Vice President 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	 	 
	 	By:  	/s/
Thomas Educate
 	 
	 	 	Title: Senior Vice President	 
	 	 	 	 
	 



	 	 	 	 	 
	 	Amsterdam Funding Corporation 

 	 
	 	By:  	/s/
Bernard Angelo	 
	 	 	Title: Vice President 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	Ametek Receivables Corp.

 	 
	 	By:  	/s/ John Molinelli
 	 
	 	 	Title: EVP & CFO   	 
	 	 	 	 
	 



	 	 	 	 	 
	 	Ametek, Inc. 

 	 
	 	By:  	/s/ John Molinelli
 	 
	 	 	Title: EVP & CFO