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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/06/14 Ametek Inc 10-Q 9/30/14 75:4.3M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report HTML 354K
2: EX-10.1 Material Contract HTML 71K
3: EX-10.2 Material Contract HTML 74K
4: EX-31.1 Certification -- §302 - SOA'02 HTML 28K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 28K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 23K
7: EX-32.2 Certification -- §906 - SOA'02 HTML 23K
51: R1 Document and Entity Information HTML 43K
41: R2 Consolidated Statement of Income HTML 76K
49: R3 Consolidated Statement of Comprehensive Income HTML 25K
53: R4 Consolidated Balance Sheet HTML 109K
68: R5 Condensed Consolidated Statement of Cash Flows HTML 97K
43: R6 Basis of Presentation HTML 28K
48: R7 Recent Accounting Pronouncements HTML 35K
37: R8 Earnings Per Share HTML 35K
28: R9 Accumulated Other Comprehensive Income (Loss) HTML 81K
69: R10 Fair Value Measurements HTML 42K
55: R11 Hedging Activities HTML 34K
54: R12 Inventories HTML 31K
59: R13 Acquisitions HTML 40K
60: R14 Goodwill HTML 33K
58: R15 Income Taxes HTML 31K
61: R16 Debt HTML 27K
50: R17 Share-Based Compensation HTML 66K
52: R18 Retirement and Pension Plans HTML 47K
57: R19 Product Warranties HTML 32K
75: R20 Contingencies HTML 36K
64: R21 Reportable Segments HTML 32K
45: R22 Subsequent Event HTML 24K
56: R23 Recent Accounting Pronouncements (Policies) HTML 45K
47: R24 Earnings Per Share (Tables) HTML 33K
22: R25 Accumulated Other Comprehensive Income (Loss) HTML 77K
(Tables)
65: R26 Fair Value Measurements (Tables) HTML 38K
72: R27 Inventories (Tables) HTML 29K
32: R28 Acquisitions (Tables) HTML 29K
31: R29 Goodwill (Tables) HTML 33K
35: R30 Income Taxes (Tables) HTML 28K
36: R31 Share-Based Compensation (Tables) HTML 70K
38: R32 Retirement and Pension Plans (Tables) HTML 46K
20: R33 Product Warranties (Tables) HTML 31K
62: R34 Earnings Per Share - Number of Weighted Average HTML 31K
Shares (Detail)
44: R35 Accumulated Other Comprehensive Income (Loss) - HTML 58K
Components of Accumulated Other Comprehensive
Income (Loss) (Detail)
46: R36 Fair Value Measurements - Fair Value of Assets HTML 24K
Measured on Recurring Basis (Detail)
25: R37 Fair Value Measurements - Additional Information HTML 34K
(Detail)
74: R38 Fair Value Measurements - Fair Value Disclosures HTML 28K
of Financial Instrument Liabilities (Detail)
14: R39 Hedging Activities - Additional Information HTML 31K
(Detail)
39: R40 Inventories - Inventories (Detail) HTML 35K
67: R41 Acquisitions - Additional Information (Detail) HTML 55K
24: R42 Acquisitions - Allocation of Aggregate Purchase HTML 39K
Price of Acquired Net Assets (Detail)
30: R43 Acquisitions - Allocation of Aggregate Purchase HTML 24K
Price of Acquired Net Assets (Parenthetical)
(Detail)
34: R44 Goodwill - Changes in Carrying Amounts of Goodwill HTML 35K
by Segment (Detail)
42: R45 Income Taxes - Additional Information (Detail) HTML 27K
19: R46 Income Taxes - Reconciliation of Liability for HTML 29K
Uncertain Tax Positions (Detail)
27: R47 Debt - Additional Information (Detail) HTML 40K
16: R48 Share-Based Compensation - Weighted Average HTML 36K
Assumptions Used for Estimating Fair Values of
Stock Options Granted (Detail)
66: R49 Share-Based Compensation - Total Share-Based HTML 34K
Compensation Expense (Detail)
23: R50 Share-Based Compensation - Summary of Stock Option HTML 59K
Activity (Detail)
63: R51 Share-Based Compensation - Additional Information HTML 45K
(Detail)
26: R52 Share-Based Compensation - Summary of Nonvested HTML 45K
Restricted Stock Activity (Detail)
40: R53 Retirement and Pension Plans - Components of Net HTML 50K
Periodic Pension Benefit Expense (Income) (Detail)
15: R54 Product Warranties - Additional Information HTML 24K
(Detail)
18: R55 Product Warranties - Changes in Accrued Product HTML 31K
Warranty Obligation (Detail)
33: R56 Contingencies - Additional Information (Detail) HTML 49K
21: R57 Reportable Segments - Additional Information HTML 23K
(Detail)
70: R58 Subsequent Event - Additional Information (Detail) HTML 23K
73: XML IDEA XML File -- Filing Summary XML 109K
17: EXCEL IDEA Workbook of Financial Reports XLSX 126K
29: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 562K
8: EX-101.INS XBRL Instance -- ame-20140930 XML 898K
10: EX-101.CAL XBRL Calculations -- ame-20140930_cal XML 174K
11: EX-101.DEF XBRL Definitions -- ame-20140930_def XML 293K
12: EX-101.LAB XBRL Labels -- ame-20140930_lab XML 863K
13: EX-101.PRE XBRL Presentations -- ame-20140930_pre XML 567K
9: EX-101.SCH XBRL Schema -- ame-20140930 XSD 125K
71: ZIP XBRL Zipped Folder -- 0001193125-14-400229-xbrl Zip 103K
| EX-10.1 |
Exhibit 10.1
AMENDMENT NO. 1 TO NOTE AGREEMENT
THIS AMENDMENT NO. 1 TO NOTE AGREEMENT (this “Amendment”) is entered into as of September 30, 2014 by and between AMETEK, INC., a Delaware corporation (the “Company”), and the undersigned holders of Notes (as hereinafter defined).
Recitals
A. The Company entered into that certain Note Purchase Agreement dated as of August 30, 2007 (as in effect immediately prior to the effectiveness of this Amendment, the “Existing Note Agreement”), with the several Purchasers listed in Schedule A attached thereto, pursuant to which the Company issued and sold to such Purchasers (i) $270,000,000 in aggregate principal amount of the Company’s 6.20% Series A Senior Notes due December 18, 2017 (the “Series A Notes”), (ii) $100,000,000 in aggregate principal amount of the Company’s 6.30% Series B Senior Notes due December 18, 2019 (the “Series B Notes”) and (iii) $80,000,000 in aggregate principal amount of the Company’s 6.35% Series C Senior Notes due July 16, 2018 (the “Series C Notes” and together with the Series A Notes, the Series B Notes and any such promissory notes that may have been issued in substitution or exchange therefor prior to the date hereof, the “Notes”).
B. The Company has requested that the holders of Notes amend the Existing Note Agreement in certain respects, as set forth in this Amendment (as so amended, the “Note Agreement”), and the undersigned holders of Notes, subject to the terms and conditions set forth herein, are willing to agree to such amendments.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Definitions. Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Note Agreement.
2. Amendments to the Note Agreement. The Existing Note Agreement is hereby amended as follows:
(a) Schedule B Defined Terms. The definition of “Indebtedness” appearing in Schedule B to the Existing Note Agreement is hereby amended and restated in its entirety to read as follows:
““Indebtedness” means, as to any Person, at a particular time without duplication,
(a) its liabilities for borrowed money and its redemption obligations in respect of mandatorily redeemable Preferred Stock;
(b) its liabilities for the deferred purchase price of property acquired by such Person (excluding trade payables and accrued expenses arising in the ordinary course of business but including all liabilities created or arising under any conditional sale or other title retention agreement with respect to any such property);
(c) all liabilities appearing on its balance sheet in accordance with GAAP in respect of Capital Leases;
(d) all liabilities for borrowed money secured by any Lien with respect to any property owned by such Person (whether or not it has assumed or otherwise become liable for such liabilities);
(e) all its reimbursement obligations in respect of letters of credit or instruments serving a similar function issued or accepted for its account by banks and other financial institutions (whether or not representing obligations for borrowed money) solely to the extent drawn and limited to the drawn amounts;
(f) Swaps of such Person;
(g) all obligations in respect of securitization transactions entered into by such Person, including any obligations in respect of any Permitted Receivables Securitization Program; and
(h) any Guaranty of such Person with respect to liabilities of a type described in any of clauses (a) through (g) above.
Indebtedness of any Person shall include all obligations of such Person of the character described in clauses (a) through (h) to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is deemed to be extinguished under GAAP.”
(b) The definition of “Operating Lease Attributable Debt” appearing in Schedule B to the Existing Note Agreement is hereby deleted and of no further force or effect.
| 3. | Representations and Warranties of the Company. |
(a) Organization; Power and Authority. The Company hereby represents and warrants that the Company is a corporation duly organized and validly existing in good standing under the laws of the State of Delaware. The Company has all requisite corporate power to execute and deliver this Amendment and to perform its obligations under this Amendment and the Note Agreement.
(b) Authorization, Etc. The execution and delivery by the Company of this Amendment and the performance by the Company of its obligations under this Amendment and the Note Agreement have been duly authorized by all requisite corporate action on the part of the Company. The Company has duly executed and delivered this Amendment, and this Amendment and the Note Agreement constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally, and by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).
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(c) No Conflicts. The execution, delivery and performance by the Company of this Amendment will not (a) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, material lease, corporate charter or by-laws, or any other material agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any of their respective properties may be bound or affected, (b) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (c) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to the Company or any Subsidiary.
(d) No Defaults. No Default or Event of Default has occurred and is continuing and no event has occurred and no condition exists that, upon the execution and delivery of this Amendment and the effectiveness of this Amendment, would constitute a Default or an Event of Default.
4. Conditions to Effectiveness. This Amendment shall become effective, as of the date first written above (the “Effective Date”), upon satisfaction of the following conditions precedent:
(a) The undersigned holders of Notes shall have received a counterpart of this Amendment, in form and substance satisfactory to such holders, in their sole discretion, duly executed and delivered by each of the parties thereto.
(b) The representations and warranties of the Company contained in this Amendment shall be true on and as of the Effective Date.
(c) The undersigned holders of Notes shall have received fully executed copies of similar amendments to each of (i) the Note Purchase Agreement, dated as of November 23, 2004, by and between the Company and the requisite holders of the notes issued thereunder, (ii) the Note Purchase Agreement, dated as of August 31, 2005, by and between the Company and the requisite holders of the notes issued thereunder, (iii) the Note Purchase Agreement, dated as of September 17, 2008, by and between the Company and the requisite holders of the notes issued thereunder, (iv) the Note Purchase Agreement, dated as of September 17, 2010, by and between the Company and the requisite holders of the notes issued thereunder, and (v) the Note Purchase Agreement, dated as of December 20, 2011, by and between the Company and the requisite holders of the notes issued thereunder.
(d) Without limiting the provisions of Section 15.1 of the Note Agreement, the Company shall have paid on or before the Effective Date the fees, charges and disbursements of: Bingham McCutchen LLP (“Bingham”), special counsel to the holders of Notes, to the extent reflected in a statement of Bingham rendered to the Company at least one Business Day prior to the Effective Date.
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(e) All proceedings taken in connection with the execution and delivery of this Amendment and the transactions contemplated hereby shall be satisfactory to the holders of the Notes and their special counsel; and the holders of the Notes and their special counsel shall have received copies of such documents and papers as they may reasonably request in connection with the execution and delivery of this Agreement. The release by the Noteholders of signature pages to this Amendment shall constitute their acknowledgement that the conditions set forth in this Section 4(d) have been satisfied.
| 5. | Miscellaneous. |
(a) References to Note Agreement. Upon and after the date of this Amendment, each reference to the Note Agreement in the Note Agreement, the Notes or any other instrument or agreement entered into in connection therewith or otherwise related thereto shall mean and be a reference to the Existing Note Agreement as amended by this Amendment (and as hereafter amended from time to time).
(b) Ratification and Confirmation. Except as specifically amended herein, the Note Agreement shall remain in full force and effect, and is hereby ratified and confirmed.
(c) No Waiver. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any holder of Notes, nor constitute a waiver of any provision of the Note Agreement, any Note or any other instrument or agreement entered into in connection therewith or otherwise related thereto.
(d) Expenses. The Company agrees to pay promptly all expenses of the holders of Notes related to this Amendment and all matters contemplated hereby, including, without limitation, all fees and expenses of the holders’ special counsel.
(e) GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW 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.
(f) Counterparts. This Amendment may be executed in counterparts (including those transmitted by electronic transmission (including, without limitation, facsimile and e-mail)), each of which shall be deemed an original and all of which taken together shall constitute one and the same document. Delivery of this Amendment may be made by facsimile or electronic transmission of a duly executed counterpart copy hereof and shall be effective as delivery of a manually executed counterpart hereof.
[The remainder of this page is intentionally left blank; signature pages follow]
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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be executed and delivered by their duly authorized officers as of the date first above written.
| AMETEK, INC. | ||
| By: | /s/ William J. Burke | |
| Name: | William J. Burke | |
| Title: | Senior Vice President – Comptroller & Treasurer | |
The foregoing is hereby agreed to as of the date hereof.
| NEW YORK LIFE INSURANCE COMPANY | ||
| By: | ||
| Name: | Jessica L. Maizel | |
| Title: | Corporate Vice President | |
| NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION | ||
| By: | NYL Investors LLC, its Investment Manager | |
| By: | ||
| Name: | Jessica L. Maizel | |
| Title: | Senior Director |
| NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) | ||
| By: | NYL Investors LLC, its Investment Manager | |
| By: | ||
| Name: | Jessica L. Maizel | |
| Title: | Senior Director |
| NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3-2) | ||
| By: | NYL Investors LLC, its Investment Manager | |
| By: | ||
| Name: | Jessica L. Maizel | |
| Title: | Senior Director |
| NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 30C) | ||
| By: | NYL Investors LLC, its Investment Manager | |
| By: | ||
| Name: | Jessica L. Maizel | |
| Title: | Senior Director |
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
| By: | /s/ Eric Seward | |
| Name: | Eric Seward | |
| Title: | Vice President |
| UNIVERSAL PRUDENTIAL ARIZONA REINSURANCE COMPANY | ||
| By: | Prudential Investment Management, Inc., as investment manager | |
| By: | /s/ Eric Seward | |
| Name: | Eric Seward | |
| Title: | Vice President |
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
| By: | /s/ Mark E. Kishler | |
| Name: | Mark E. Kishler | |
| Title: | Authorized Representative |
PACIFIC LIFE INSURANCE COMPANY
| By: | ||
| Name: | Matthew A. Levene | |
| Title: | Assistant Vice President |
| By: | ||
| Name: | Cathy L. Schwartz | |
| Title: | Assistant Secretary |
| THE LINCOLN NATIONAL LIFE INSURANCE COMPANY | ||
| By: | Delaware Investment Advisors, a series of Delaware Management Business Trust, Attorney in Fact | |
| By: | /s/ Frank LaTorraca | |
| Name: | Frank LaTorraca | |
| Title: | Vice President |
THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
| By: | /s/ Edward Brennan | |
| Name: | Edward Brennan | |
| Title: | Senior Director |
BERKSHIRE LIFE INSURANCE COMPANY OF AMERICA
| By: | /s/ Edward Brennan | |
| Name: | Edward Brennan | |
| Title: | Senior Manager |
| BANKERS LIFE AND CASUALTY COMPANY COLONIAL PENN LIFE INSURANCE COMPANY WASHINGTON NATIONAL INSURANCE COMPANY | ||
| By: | 40|86 Advisors, Inc., acting as Investment Advisor | |
| By: | ||
| Name: | Jesse E. Horsfall | |
| Title: | SVP |
| ATHENE ANNUITY AND LIFE COMPANY (f/k/a AmerUs Life Insurance Company and successor in interest to Aviva Life Insurance Company and American Investors Life Insurance Company) | ||
| By: | Athene Asset Managmenet L.P., its investment advisor | |
| By: | AAM GP Ltd., its general partner | |
| By: | /s/ Roger D. Fors | |
| Name: | Roger D. Fors | |
| Title: | Vice President, Fixed Income |
| MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY | ||
| By: | Babson Capital Management LLC, as Investment Adviser | |
| By: | /s/ Steven J. Katz | |
| Name: | Steven J. Katz | |
| Title: | Managing Director & Senior Counsel |
| C.M. LIFE INSURANCE COMPANY | ||
| By: | Babson Capital Management LLC, as Investment Adviser | |
| By: | /s/ Steven J. Katz | |
| Name: | Steven J. Katz | |
| Title: | Managing Director & Senior Counsel |
STATE FARM LIFE INSURANCE COMPANY
| By: | /s/ Julie Hoyer | |
| Name: | Julie Hoyer | |
| Title: | Senior Investment Officer – Fixed Income |
| By: | /s/ Jeffrey Attwood | |
| Name: | Jeffrey Attwood | |
| Title: | Investment Officer |
| UNUM LIFE INSURANCE COMPANY OF AMERICA | ||
| By: | Provident Investment Management, LLC, its Agent | |
| By: | /s/ Ben S. Miller | |
| Name: | Ben S. Miller | |
| Title: | Senior Managing Director |
| PROVIDENT LIFE AND ACCIDENT INSURANCE COMPANY | ||
| By: | Provident Investment Management, LLC, its Agent | |
| By: | /s/ Ben S. Miller | |
| Name: | Ben S. Miller | |
| Title: | Senior Managing Director |
ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA
| By: | /s/ Brian F. Landry | |
| Name: | Brian F. Landry | |
| Title: | Assistant Treasurer |
UNITED OF OMAHA LIFE INSURANCE COMPANY
| By: | /s/ Justin P. Kavan | |
| Name: | Justin P. Kavan | |
| Title: | Vice President |
COMPANION LIFE INSURANCE COMPANY
| By: | /s/ Justin P. Kavan | |
| Name: | Justin P. Kavan | |
| Title: | An Authorized Signer |
AMERICAN UNITED LIFE INSURANCE COMPANY
| By: | ||
| Name: | Michael I. Bullock | |
| Title: | V.P., Private Placements |
| THE STATE LIFE INSURANCE COMPANY | ||
| By: | American United Life Insurance Company, its Agent | |
| By: | ||
| Name: | Michael I. Bullock | |
| Title: | V.P., Private Placements |
| PIONEER MUTUAL LIFE INSURANCE COMPANY | ||
| By: | American United Life Insurance Company, its Agent | |
| By: | ||
| Name: | Michael I. Bullock | |
| Title: | V.P., Private Placements |
AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY
| By: | ||
| Name: | Jeffrey A. Fossell | |
| Title: | Authorized Signatory |
| AMERITAS LIFE INSURANCE CORP. AMERITAS LIFE INSURANCE CORP. successor by merger to ACACIA LIFE INSURANCE COMPANY | ||
| By: | Ameritas Investment Partners, Inc., as Agent | |
| By: | /s/ Tina Udell | |
| Name: | Tina Udell | |
| Title: | Vice President & Managing Director Corporate Credit |
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
| By: | /s/ Ernie Friesen | |
| Name: | Ernie Friesen | |
| Title: | SVP and CIO, General Account |
| By: | /s/ Janet Hurkett | |
| Name: | Janet Hurkett | |
| Title: | Manager, Investments |
| This ‘10-Q’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 12/18/19 | ||||
| 7/16/18 | ||||
| 12/18/17 | ||||
| Filed on: | 11/6/14 | 3, 4 | ||
| For Period end: | 9/30/14 | 8-K | ||
| 12/20/11 | ||||
| 9/17/10 | 4, 8-K | |||
| 9/17/08 | 8-K | |||
| 8/30/07 | 8-K | |||
| 8/31/05 | ||||
| 11/23/04 | ||||
| List all Filings | ||||