EX-10.3



 Exhibit 10.3 

AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT 

This AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT (this “Amendment”), is made as of October 31, 2016, by
and among (a) AMETEK, INC., a Delaware corporation (together with its successors and assigns, the “Company”), and (b) each of the Noteholders (as defined below) signatory hereto, with respect to that certain Note Purchase
Agreement, dated as of September 17, 2008, (as in effect immediately prior to giving effect to this Amendment, the “Existing Note Agreement” and, as amended pursuant to this Amendment and as may be further amended, restated or
otherwise modified from time to time, the “Note Agreement”), by and among the Company and each holder of the Notes (collectively, the “Noteholders”). Capitalized terms used herein and not otherwise defined shall
have the meanings ascribed to them in the Existing Note Agreement. 
 RECITALS: 

A.        The Company and the Noteholders are parties to the Existing Note
Agreement, pursuant to which the Company issued and sold the Notes to the Noteholders; and 

B.        The Company has requested, and the Majority Holders have agreed to,
certain amendments to the provisions of the Existing Note Agreement, subject to the terms and conditions set forth herein. 
 AGREEMENT:

 NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Majority Holders agree as follows: 
  

	1.	AMENDMENTS TO EXISTING NOTE AGREEMENT. 

 Subject to the satisfaction of
the conditions set forth in Section 3 hereof, the Existing Note Agreement is hereby amended by this Amendment as follows: 
  

	 	1.1.	Priority Debt. 

 Clause (c) of Section 10.1 of the Existing Note
Agreement is hereby amended by amending and restating the first sentence thereof in its entirety to read as follows: 

“Priority Debt at any time to exceed 15% of Consolidated Total Assets (determined as of the end of the
most recently ended fiscal quarter of the Company); provided, however, that no Lien created pursuant to Section 10.2(j) shall secure Indebtedness owing under the Bank Credit Agreement or any other note agreement to which the Company is a party
unless the Notes are equally and ratably secured by all property subject to such Lien and no Subsidiary shall guaranty or otherwise become obligated in respect of such Indebtedness unless such Subsidiary guaranties, or becomes obligated in respect
of, the Notes, in each case pursuant to documentation reasonably satisfactory to the Majority Holders.” 








	 	1.2.	Accounting Terms; Change in GAAP. 

 Section 22.6 of the Existing Note
Agreement is hereby amended and restated in its entirety to read as follows: 
  

	 	22.6	Accounting Terms; Change in GAAP. 


(a)            All accounting terms used herein
which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, all computations made pursuant to this Agreement shall be made in accordance
with GAAP and all balance sheets and other financial statements with respect thereto shall be prepared in accordance with GAAP. Except as otherwise specifically provided herein, any consolidated financial statement or financial computation shall be
done in accordance with GAAP; and, if at the time that any such statement or computation is required to be made the Company shall not have any Subsidiary, such terms shall mean a financial statement or a financial computation, as the case may be,
with respect to the Company only. 
 (b)          For
purposes of determining compliance with this Agreement (including, without limitation, Section 9, Section 10 and the definition of “Indebtedness”), any election by the Company to measure any financial liability using fair value (as
permitted by Financial Accounting Standards Board Accounting Standards Codification Topic No. 825-10-25 – Fair Value Option, International Accounting Standard 39 – Financial Instruments: Recognition and Measurement or any
similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made. 

(c)          If the Company shall notify the holders of
Notes that the Company wishes to amend any covenant in Section 10 to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Majority Holders notify the Company that the Majority Holders wish to amend Section 10 for
such purpose), then the Company and the holders of the Notes shall negotiate in good faith to make such adjustments as shall be necessary to eliminate the effect of such change in GAAP on such covenant; provided that, until agreement is
reached on such adjustments, the Company’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant
is amended in a manner satisfactory to the Company and the Majority Holders, and the Company shall provide to the holders of Notes, with each certificate delivered pursuant to Section 7.2, a reconciliation showing calculations with respect to such
covenant before and after giving effect to such change in GAAP. 
  

	 	1.3.	Definition of “Significant Subsidiary”. 

 The definition of
“Significant Subsidiary” in Schedule B of the Existing Note Agreement is hereby amended and restated in its entirety to read as follows: 

“Significant Subsidiary” means, at any time, each Subsidiary the total assets of which
account for at least 10% of Consolidated Total Assets (determined as of the end of the Company’s then most recently ended fiscal quarter) and any two or more Subsidiaries 

  
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the total assets of which, taken together, represent, on an aggregate basis, not less than 10% of Consolidated Total Assets (determined as of the end of the Company’s then most recently
ended fiscal quarter). 
  

	2.	WARRANTIES AND REPRESENTATIONS. 

 To induce the Majority Holders to
enter into this Amendment, the Company represents and warrants to each of the Noteholders that as of the Second Amendment Effective Date: 
  

	 	2.1.	Corporate and Other Organization and Authority. 

 The Company is a
corporation duly organized, validly existing and in good standing under the laws of Delaware and has the requisite corporate power and authority to execute and deliver this Amendment and to perform its obligations hereunder and under the Note
Agreement. 
  

	 	2.2.	Authorization, etc. 

 This Amendment has been duly authorized by all
necessary corporate action on the part of the Company. Each of this Amendment and the Note Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such
enforceability may be limited by:
 (a)        applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and

(b)        general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law). 
  

	 	2.3.	No Conflicts, etc.

 The execution and delivery by the Company of this
Amendment and the performance by the Company of its obligations under each of this Amendment and the Note Agreement do not conflict with, result in any breach in any of the provisions of, constitute a default under, violate or result in the creation
of any Lien upon any property of the Company under the provisions of: 

(a)        any charter document, constitutive document, agreement with
shareholders or members, bylaws or any other organizational or governing agreement of the Company; 

(b)        any agreement, instrument or conveyance by which the
Company or any of its Subsidiaries or any of their respective properties may be bound or affected; or 

(c)        any statute, rule or regulation or any order, judgment or
award of any court, arbitrator or Governmental Authority by which the Company or any of its Subsidiaries or any of their respective properties may be bound or affected. 

  
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	 	2.4.	Governmental Consent. 

 The execution and delivery by the Company of
this Amendment and the performance by the Company of its obligations hereunder and under the Note Agreement do not require any consents, approvals or authorizations of, or filings, registrations or qualifications with, any Governmental Authority on
the part of the Company. 
  

	 	2.5.	No Defaults. 

 No event has occurred and is continuing and no condition
exists which, immediately before or immediately after giving effect to the amendments provided for in this Amendment, constitutes or would constitute a Default or an Event of Default. 

 

	 	2.6.	No Amendment Fee. 

 Neither the Company nor any of its Affiliates is
paying any fee or giving any other consideration for the execution and delivery of the amendments to other note agreements to which it is a party, which are similar to this Amendment. 

 

	3.	CONDITIONS TO EFFECTIVENESS OF AMENDMENTS. 

 The amendments of the
Existing Note Agreement as set forth in this Amendment shall become effective as of the date first written above (the “Second Amendment Effective Date”), provided that each of the following conditions shall have been
satisfied: 
 (a)        each Noteholder shall have received a fully executed copy
of this Amendment executed by the Company and the Majority Holders;
 (b)        the
representations and warranties set forth in Section 2 of this Amendment shall be true and correct on and as of the Second Amendment Effective Date; and

(c)        the Company shall have paid all reasonable fees, charges and disbursements
of counsel to the Noteholders incurred in connection with this Amendment and the transactions contemplated hereby.
  

	4.	MISCELLANEOUS. 

  

	 	4.1.	Governing Law. 

 THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER
THAN SUCH STATE. 

  
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	 	4.2.	Duplicate Originals; Electronic Signature. 

 Two or more duplicate
originals of this Amendment may be signed by the parties, each of which shall be an original but all of which together shall constitute one and the same instrument. This Amendment may be executed in one or more counterparts and shall be effective
when at least one counterpart shall have been executed by each party hereto, and each set of counterparts that, collectively, show execution by each party hereto shall constitute one duplicate original. Delivery of an executed counterpart of a
signature page to this Amendment by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment. 
  

	 	4.3.	Waiver and Amendments. 

 Neither this Amendment nor any term hereof may
be changed, waived, discharged or terminated orally, or by any action or inaction, but only by an instrument in writing signed by each of the parties signatory hereto. 
  

	 	4.4.	Costs and Expenses. 

 Whether or not the amendments contemplated by this
Amendment become effective, the Company confirms its obligation under Section 15.1 of the Note Agreement and agrees that, on the Second Amendment Effective Date (or if an invoice is delivered subsequent to the Second Amendment Effective Date or if
such amendments do not become effective, promptly after receiving any statement or invoice therefor), it will pay all costs and expenses of the Noteholders relating to this Amendment, including, but not limited to, the statement for reasonable fees
and disbursements of the Noteholders’ special counsel presented to the Company at least one Business Day prior to the Second Amendment Effective Date. The Company will also promptly pay, upon receipt thereof, each additional statement for
reasonable fees and disbursements of the Noteholders’ special counsel rendered after the Second Amendment Effective Date in connection with this Amendment.
  

	 	4.5.	Successors and Assigns. 

 This Amendment shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties hereto. The provisions hereof are intended to be for the benefit of the Noteholders and shall be enforceable by any successor or assign of any such Noteholder, whether or not
an express assignment of rights hereunder shall have been made by such Noteholder or its successors and assigns. 
  

	 	4.6.	Survival. 

 All warranties, representations, certifications and
covenants made by the Company in this Amendment shall be considered to have been relied upon by the Noteholders and shall survive the execution and delivery of this Amendment, regardless of any investigation made by or on behalf of the Noteholders.


  
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	 	4.7.	Part of Existing Note Agreement; Future References, etc. 

 This
Amendment shall be construed in connection with and as a part of the Note Agreement and, except as expressly amended by this Amendment, all terms, conditions and covenants contained in the Existing Note Agreement are hereby ratified and shall be and
remain in full force and effect. Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Amendment may refer to the Existing Note Agreement without making specific
reference to this Amendment, but nevertheless all such references shall include this Amendment, unless the context otherwise requires.
  

	 	4.8.	Affirmation of Obligations under Existing Note Agreement and Notes; No Novation.


Anything contained herein to the contrary notwithstanding, this Amendment is not intended to and shall not serve to effect a
novation of the obligations under the Existing Note Agreement. Instead, it is the express intention of the parties hereto to reaffirm the indebtedness created under the Existing Note Agreement, as amended by this Amendment, and the
Notes. The Company hereby acknowledges and affirms all of its respective obligations under the terms of the Existing Note Agreement, as amended by this Amendment, and the Notes. The execution, delivery and effectiveness of this Amendment
shall not be deemed, except as expressly provided herein, (a) to operate as a waiver of any right, power or remedy of any of the Noteholders under the Existing Note Agreement or the Notes, nor constitute a waiver or amendment of any provision
thereunder, or (b) to prejudice any rights which any Noteholder now has or may have in the future under or in connection with the Note Agreement or the Notes or under applicable law. 

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 IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment
No. 2 to Note Purchase Agreement to be executed on its behalf by a duly authorized officer or agent thereof. 
  

							
		 	Very truly yours,
		
		 	AMETEK, INC.
			
		 	By:	 	 /s/ William J. Burke

		 	Name:	 	William J. Burke
		 	Title:	 	Executive Vice President, Chief Financial Officer & Treasurer


  
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Amendment No. 2 to 2008 Note Agreement - Ametek, Inc.] 









					
	 TEACHERS INSURANCE AND ANNUITY ASSOCIATION

OF AMERICA

			
	By:	 	 /s/ Chris Miller
	 	
	Name: Chris Miller	 	
	Title:   Director	 	


  
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Amendment No. 2 to 2008 Note Agreement - Ametek, Inc.] 









							
	THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
	By:    	 	 Northwestern Mutual Investment Management Company, LLC,

its investment advisor

				
		 	By:	 	 /s/ Mark E. Kishler
	 	
		 	Name: Mark E. Kishler	 	
		 	Title:   Managing Director	 	

  
  

							
	 THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY

FOR ITS GROUP ANNUITY SEPARATE ACCOUNT

			
	By:	 	 /s/ Mark E. Kishler
	 	
	Name: Mark E. Kishler	 	
	Title:   Its Authorized Representative	 	


  
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Amendment No. 2 to 2008 Note Agreement - Ametek, Inc.] 









							
	CONNECTICUT GENERAL LIFE INSURANCE COMPANY
	By:     	 	CIGNA Investments, Inc. (authorized agent)	 	
				
		 	By:	 	 /s/ Elisabeth V. Piker
	 	
		 	Name: Elisabeth V. Piker	 	
		 	Title:   Managing Director	 	
	
	CIGNA HEALTH AND LIFE INSURANCE COMPANY
	By:	 	CIGNA Investments, Inc. (authorized agent)	 	
				
		 	By:	 	 /s/ Elisabeth V. Piker
	 	
		 	Name: Elisabeth V. Piker	 	
		 	Title:   Managing Director	 	
	
	LIFE INSURANCE COMPANY OF NORTH AMERICA
	By:	 	CIGNA Investments, Inc. (authorized agent)	 	
				
		 	By:	 	 /s/ Elisabeth V. Piker
	 	
		 	Name: Elisabeth V. Piker	 	
		 	Title:   Managing Director	 	
	
	BRAVO HEALTH PENNSYLVANIA, INC.
	By:	 	CIGNA Investments, Inc. (authorized agent)	 	
				
		 	By:	 	 /s/ Elisabeth V. Piker
	 	
		 	Name: Elisabeth V. Piker	 	
		 	Title:   Managing Director	 	


  
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	THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
	By:    	 	 Delaware Investment Advisers, a series of Delaware

Management Business Trust, Attorney in Fact

				
		 	By:	 	 /s/ Karl Spaeth
	 	
		 	Name: Karl Spaeth	 	
		 	Title:   Vice President	 	
	
	LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK
	By:	 	 Delaware Investment Advisers, a series of Delaware

Management Business Trust, Attorney in Fact

				
		 	By:	 	 /s/ Karl Spaeth
	 	
		 	Name: Karl Spaeth	 	
		 	Title:   Vice President	 	


  
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Amendment No. 2 to 2008 Note Agreement - Ametek, Inc.] 









							
	ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
	By:    	 	 Allianz Investment Management LLC

as authorized signatory and investment manager

				
		 	By:	 	 /s/ CHARLES J. DUDLEY
	 	
		 	Name: CHARLES J. DUDLEY	 	
		 	Title:   MANAGING DIRECTOR	 	


  
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	UNUM LIFE INSURANCE COMPANY OF AMERICA
			
	By:    	 	Provident Investment Management, LLC	 	
	Its:	 	Agent	 	
				
		 	By:	 	 /s/ Ben Vance
	 	
		 	Name: Ben Vance	 	
		 	Title:   Vice President, Senior Managing Director	 	


  
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Amendment No. 2 to 2008 Note Agreement - Ametek, Inc.] 









							
	EQUITRUST LIFE INSURANCE COMPANY
	By:    	 	 Guggenheim Partners Investment Management,

LLC, as Advisor

				
		 	By:	 	 /s/ Kevin M. Robinson
	 	
		 	Name: Kevin M. Robinson	 	
		 	Title: Attorney-in-Fact	 	


  
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Amendment No. 2 to 2008 Note Agreement - Ametek, Inc.] 









							
	 ATHENE ANNUITY AND LIFE COMPANY (successor in interest to AVIVA LIFE

INSURANCE COMPANY and AMERICAN INVESTORS LIFE INSURANCE

COMPANY)

	By:    	 	Athene Asset Management L.P., its investment adviser
	By:    	 	AAM GP Ltd., its general partner
				
		 	By:	 	 /s/ Steven J. Sweeney
	 	
		 	Name: Steven J. Sweeney
		 	Title: Vice President, Private Fixed Income


  
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	UNITED OF OMAHA LIFE INSURANCE COMPANY
			
	By:	 	 /s/ Justin P. Kavan
	 	
	Name: Justin P. Kavan	 	
	Title: Senior Vice President	 	


  
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Amendment No. 2 to 2008 Note Agreement - Ametek, Inc.] 









									
	MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
	By:    	 	Barings LLC as Investment Adviser	 	
				
		 	By:	 	 /s/ Andrew T. Kleeman
	 	
		 	Name: Andrew T. Kleeman	 	
		 	Title:   Managing Director	 	
		
	C.M. LIFE INSURANCE COMPANY	 	
	By:	 	Barings LLC as Investment Adviser	 	
				
		 	By:	 	 /s/ Andrew T. Kleeman
	 	
		 	Name: Andrew T. Kleeman	 	
		 	Title:   Managing Director	 	
		
	MASSMUTUAL ASIA LIMITED	 	
	By:	 	Barings LLC as Investment Adviser	 	
				
		 	By:	 	 /s/ Andrew T. Kleeman
	 	
		 	Name: Andrew T. Kleeman	 	
		 	Title:   Managing Director	 	


  
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Amendment No. 2 to 2008 Note Agreement - Ametek, Inc.] 









					
	STATE FARM LIFE INSURANCE COMPANY
			
	By:	 	 /s/ Julie Hoyer
	 	
		 	        Julie Hoyer	 	
		 	        Investment Executive-Fixed Income	 	
			
	By:	 	 /s/ Jeffrey Attwood
	 	
		 	        Jeffrey Attwood	 	
		 	        Investment Professional-Fixed Income	 	
	
	  
 STATE FARM LIFE AND ACCIDENT ASSURANCE

COMPANY

			
	By:	 	 /s/ Julie Hoyer
	 	
		 	        Julie Hoyer	 	
		 	        Investment Executive-Fixed Income	 	
			
	By:	 	 /s/ Jeffrey Attwood
	 	
		 	        Jeffrey Attwood	 	
		 	        Investment Professional-Fixed Income	 	


  
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Amendment No. 2 to 2008 Note Agreement - Ametek, Inc.] 









					
	GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
			
	By:	 	 /s/ Eve Hampton
	 	
	Name:  Eve Hampton	 	
	Title: Vice President, Investments	 	
			
	By:	 	 /s/ Ward Argust
	 	
	Name:  Ward Argust	 	
	Title: Assistant Vice President, Investments	 	


  
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	AMERICAN UNITED LIFE INSURANCE COMPANY
			
	By:	 	 /s/ Michael I. Bullock
	 	


							
	Name:   Michael I. Bullock	 	
	Title:     VP, Private Placements	 	

  
  

 

							
	FARM BUREAU LIFE INSURANCE COMPANY OF MICHIGAN
	By:	 	American United Life Insurance Company	 	
	Its:	 	Agent	 	
				
		 	By:	 	 /s/ Michael I. Bullock
	 	
		 	Name:   Michael I. Bullock	 	
		 	Title:     VP, Private Placements	 	
	
	  
 PIONEER MUTUAL LIFE INSURANCE COMPANY

	By:	 	American United Life Insurance Company	 	
	Its:	 	Agent	 	
				
		 	By:	 	 /s/ Michael I. Bullock
	 	
		 	Name:   Michael I. Bullock	 	
		 	Title:     VP, Private Placements	 	


  
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Amendment No. 2 to 2008 Note Agreement - Ametek, Inc.] 









					
	THRIVENT FINANCIAL FOR LUTHERANS	 	
			
	By:	 	 /s/ Christopher Patton
	 	
	Name: Christopher Patton	 	
	Title: Managing Director	 	


  
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	 AMERICAN EQUITY INVESTMENT LIFE INSURANCE

COMPANY

			
	By:	 	 /s/ Jeffrey A. Fossell
	 	
	Name: Jeffrey A. Fossell	 	
	Title:   Authorized Signatory	 	


  
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	 AMERITAS LIFE INSURANCE CORP.

	 AMERITAS LIFE INSURANCE CORP. (successor by merger to
The Union Central Life
Insurance Company)

	 AMERITAS LIFE INSURANCE CORP. OF NEW YORK

	By:    	 	Ameritas Investment Partners, Inc., as Agent
				
		 	By:	 	 /s/ Tina Udell
	 	
		 	Name: Tina Udell	 	
		 	Title:   Vice President & Managing Director	 	


  
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Amendment No. 2 to 2008 Note Agreement - Ametek, Inc.] 









							
	BANKERS LIFE AND CASUALTY COMPANY
	WASHINGTON NATIONAL INSURANCE COMPANY
	By:    	 	40|86 Advisors, Inc., acting as Investment Advisor
				
		 	By:	 	 /s/ Jesse E. Horsfall
	 	
		 	Name: Jesse E. Horsfall	 	
		 	Title: Senior Vice President	 	


  
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Amendment No. 2 to 2008 Note Agreement - Ametek, Inc.] 









							
	THE LAFAYETTE LIFE INSURANCE COMPANY
			
	By:	 	 /s/ James J. Vance
	 	
	Name: James J. Vance	 	
	Title: Sr. Vice President & Treasurer	 	
			
	By:	 	 /s/ Kevin L. Howard
	 	
	Name: Kevin L. Howard	 	
	Title: Vice President & Deputy General Counsel	 	


  
 [Signature Page to
Amendment No. 2 to 2008 Note Agreement - Ametek, Inc.]