1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 10-Q
X
-------- QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 1995
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OR
-------- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission file number 1-12035
IDEX Corporation
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(Exact name of registrant as specified in its charter)
Delaware 36-3555336
- ---------------------------------- ----------------------------------
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
630 Dundee Road
Northbrook, Illinois 60062
- ---------------------------------- ----------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (708) 498-7070
- -------------------------------------------------------------------
Former name, former address and former fiscal year,
if changed since last report.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No___
Number of shares of common stock of IDEX Corporation ("IDEX" or the "Company")
outstanding as of May 5, 1995: 19,114,252 shares.
Documents Incorporated by Reference: None.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
IDEX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
March 31, December 31,
1995 1994
----------- ------------
(unaudited)
ASSETS
Current assets
Cash and cash equivalents................. $ 5,741 $ 6,288
Receivables - net......................... 61,539 59,392
Inventories............................... 83,818 78,105
Deferred taxes............................ 6,245 6,304
Other current assets...................... 2,715 1,268
-------- --------
Total current assets..................... 160,058 151,357
Property, plant and equipment - net........ 65,319 66,241
Intangible assets - net.................... 147,365 148,834
Other noncurrent assets.................... 4,401 4,664
-------- --------
Total assets............................ $377,143 $371,096
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Trade accounts payable.................... $ 36,412 $ 34,558
Dividends payable......................... 2,671 2,671
Accrued expenses.......................... 35,500 32,121
-------- --------
Total current liabilities............... 74,583 69,350
Long-term debt............................. 160,721 168,166
Other noncurrent liabilities............... 16,973 17,275
-------- --------
Total liabilities....................... 252,277 254,791
-------- --------
Shareholders' equity
Common stock, par value $.01 per share;
Shares authorized: 50,000,000
Shares issued and outstanding:
1995: 19,080,592
1994: 19,078,671....................... 191 191
Additional paid-in capital................ 84,968 84,943
Retained earnings......................... 41,581 33,490
Accumulated translation adjustment........ (1,874) ( 2,319)
-------- --------
Total shareholders' equity............... 124,866 116,305
-------- --------
Total liabilities and shareholders'
equity................................. $377,143 $371,096
======== ========
- -------------------------
See Notes to Consolidated Financial Statements
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IDEX CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED OPERATIONS
(In thousands, except per share amounts)
For the Three Months Ended March 31, 1995 1994
---- ----
(unaudited)
Net sales................................ $116,580 $85,874
Operating costs and expenses:
Cost of sales............................ 71,507 52,484
Selling, general and administrative...... 23,639 18,982
Goodwill amortization.................... 960 555
------- -------
Income from operations................... 20,474 13,853
Other income - net. ..................... 9 84
Interest expense......................... 3,666 2,633
------- -------
Income before income taxes............... 16,817 11,304
Provision for income taxes............... 6,055 3,957
------- -------
Net income............................... $10,762 $ 7,347
======= =======
Earnings per common share................ $ .55 $ .38
======= =======
Weighted average common shares
outstanding............................. 19,624 19,551
======= =======
- --------------
See Notes to Consolidated Financial Statements.
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IDEX CORPORATION AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED SHAREHOLDERS' EQUITY
(In thousands)
Shareholders' Equity
--------------------------------------------
Additional Accumulated
Common Paid-In Retained Translation
Stock Capital Earnings Adjustment
------ ---------- ----------- -----------
Balance:
December 31, 1994........ $191 $84,943 $ 33,490 $(2,319)
Stock options exercised... 25
Unrealized trans-
lation adjustment........ 445
Cash dividends on common
stock ($.14 per share)... ( 2,671)
Net income................ 10,762
---- ------- -------- -------
Balance:
March 31, 1995........... $191 $84,968 $ 41,581 $(1,874)
(unaudited) ==== ======= ======== =======
_________________________
See Notes to Consolidated Financial Statements.
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IDEX CORPORATION AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
(In thousands)
For the Three Months Ended March 31, 1995 1994
---- ----
(unaudited)
Cash Flows From Operating Activities:
Net income..................................... $ 10,762 $ 7,347
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation.................................. 2,859 2,239
Amortization of intangibles................... 1,199 759
Amortization of debt issuance expenses........ 156 159
Increase in receivables....................... ( 2,147) (2,626)
(Increase) decrease in inventories............ ( 5,713) 477
Increase in trade accounts payable............ 1,854 2,277
Increase in accrued expenses.................. 3,379 744
(Increase) decrease in deferred taxes......... 59 ( 600)
Other transactions - net...................... ( 581) 25
------- ------
Net cash flows from operating activities..... 11,826 10,801
------- ------
Cash Flows From Investing Activities:
Additions to property, plant and equipment.... ( 2,257) (1,558)
------- ------
Net cash flows from investing activities...... ( 2,257) (1,558)
------- ------
Cash Flows From Financing Activities:
Dividends paid................................. ( 2,671)
Net repayments of long-term debt............... ( 5,500) (8,000)
Decrease in accrued interest................... ( 1,945) (1,800)
------- ------
Net cash flows from financing activities...... (10,116) (9,800)
------- ------
Net decrease in cash............................ ( 547) ( 557)
Cash and cash equivalents at beginning of period 6,288 3,513
------- ------
Cash and cash equivalents at end of period...... $ 5,741 $ 2,956
======= ======
Supplemental Disclosure of Cash Flow Information
------------------------------------------------
Cash paid during the period for:
Interest....................................... $5,393 $4,210
Taxes (including foreign)...................... 946 1,066
_________________________
See Notes to Consolidated Financial Statements.
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IDEX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Organization and Acquisition
Pursuant to the requirements of the Securities and Exchange Commission,
the January 22, 1988 Acquisition of the initial six businesses comprising IDEX
Corporation ("IDEX" or the "Company") was not accounted for as a purchase
transaction. Consequently, the accounting for the acquisition does not reflect
any adjustment of the carrying value of the assets and liabilities to their
fair values at the time of the acquisition. Accordingly, the shareholders'
equity of IDEX at March 31, 1995 and December 31, 1994 includes a charge of
$96.5 million which represents the excess of the purchase price over the book
value of the subsidiaries purchased at the date of the acquisition.
2.(a) Significant Accounting Policies
In the opinion of management, the unaudited information presented as of
March 31, 1995 and for the three months ended March 31, 1995 and 1994 reflects
all adjustments necessary, which consist only of normal recurring adjustments,
for a fair presentation of the interim periods.
(b) Earnings Per Share
Earnings per share is computed by dividing net income by the weighted
average number of shares of common stock and common stock equivalents
outstanding during the period. Common stock equivalents, in the form of stock
options, have been included in the calculation of weighted average shares
outstanding under the treasury stock method.
3. Inventories
The components of inventories as of March 31, 1995 and December 31, 1994
were (000's omitted):
March 31, December 31,
1995 1994
-------- ------------
Inventories
Raw materials and supplies $10,956 $ 9,430
Work in process 10,009 10,648
Finished goods 62,853 58,027
------- -------
Totals $83,818 $78,105
======= =======
Those inventories which were carried on a LIFO basis amounted to $43,013
and $41,499 at March 31, 1995 and December 31, 1994, respectively. The excess
of current cost over LIFO inventory value and the impact on earnings of using
the LIFO method are not material.
4. Common and Preferred Stock
All share and per-share data has been restated to reflect the
three-for-two stock split effected in the form of a 50% dividend paid in
January 1995.
The Company had five million shares of preferred stock authorized
but unissued at March 31, 1995 and December 31, 1994.
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Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Historical Overview and Outlook
IDEX sells a broad range of fluid handling and industrial products to a
diverse customer base in the United States and internationally. Accordingly,
IDEX's businesses are generally affected by levels of industrial activity and
economic conditions in the United States and in those foreign countries where
its products are sold, and to some extent, by the relationship of the dollar to
other currencies. Among the factors that affect the demand for IDEX's products
are interest rates, levels of capital spending by industry and overall
industrial growth.
Business conditions remained strong in the three months ended March 31,
1995. Incoming orders in the quarter increased 42% over the first quarter of
1994, as base business orders rose 19% and Hale Products, acquired in May 1994,
added another 23%. This represented a new record for orders written in a
quarter. As a result, backlogs are somewhat stronger; however, the Company
continues to operate with relatively low order backlogs of about 1-1/2 to 2
months' sales, in order to provide superior customer service. Any decline in
orders would have an immediate effect on sales and profits.
IDEX again achieved record sales, net income and earnings per common share
in the first quarter of 1995. Sales increased 36% and net income and earnings
per share both rose 46% compared to the first quarter of 1994. Changes in
IDEX's results from the comparable prior year period resulted from improved
economic conditions and inclusion of Hale Products' activity.
IDEX expects to achieve record sales and earnings in 1995. The rate of
quarterly earnings growth is expected to moderate from the 46% achieved in the
first quarter both because the results of Hale Products are in the base for the
last seven months of 1994, and because higher interest rates are expected to
result in lower growth in the domestic economy as the year progresses.
However, barring unforeseen circumstances it is expected that earnings per
share in each 1995 quarter will be above the same quarter of the prior year.
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Company and Business Group Financial Information
(000's omitted)
For the Three Months Ended March 31, 1995 1994
---- ----
(unaudited)
Fluid Handling Group (1)
Net sales............................... $ 81,527 $56,551
Income from operations.................. 16,907 11,431
Operating margin........................ 20.7% 20.2%
Depreciation and amortization (3)....... $ 3,202 $ 2,246
Capital expenditures.................... 1,341 1,168
Industrial Products Group (1)
Net sales............................... $ 35,160 $29,392
Income from operations.................. 5,890 4,158
Operating margin........................ 16.8% 14.2%
Depreciation and amortization (3)....... $ 841 $ 738
Capital expenditures.................... 895 390
Company (2)
Net sales............................... $116,580 $85,874
Income from operations.................. 20,474 13,853
Operating margin........................ 17.6% 16.1%
Depreciation and amortization (3)....... $ 4,058 $ 2,998
Capital expenditures.................... 2,257 1,558
(1) Income from operations excludes net unallocated corporate
operating expenses.
(2) Includes the operations of the two business groups in
addition to corporate operating expenses and inter-group
eliminations.
(3) Excludes amortization of debt issuance expenses.
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Results of Operations
For purposes of this discussion and analysis section, reference is made to
the table set forth on the preceding page and the Company's Statements of
Consolidated Operations included in the Financial Statement section. IDEX
consists of two business segments: Fluid Handling and Industrial Products.
Performance in the Three Months Ended March 31, 1995 Compared to 1994
Sales, net income and earnings per common share were at record levels in
the three months ended March 31, 1995. Incoming orders, also at record levels,
rose 19% in the Company's base businesses and the inclusion of Hale Products
added another 23% over the first quarter of the prior year.
Three-month 1995 consolidated net sales of $116.6 million increased $30.7
million or 36% from the comparable period in 1994. Fluid Handling Group sales
of $81.5 million increased $25.0 million or 44% due to the inclusion of Hale
activity and the stronger volume resulting from improved worldwide business
conditions. Sales in the Industrial Products Group of $35.2 million increased
$5.8 million or 20% due to increased demand for products manufactured by the
Group.
Income from operations increased 48% to $20.5 million in the first quarter
of 1995 from $13.9 million in the first quarter of 1994. In the Fluid Handling
Group, income from operations increased 48% to $16.9 million in the first
quarter from $11.4 million in the comparable 1994 quarter. Operating margins
for the Group improved to 20.7% in the current quarter from 20.2% in the same
quarter a year ago. The margin change resulted principally from volume-related
gains with improving business conditions. Income from operations in the
Industrial Products Group of $5.9 million and operating margins of 16.8% in the
first quarter of 1995 were sharply higher than income from operations of $4.2
million and operating margins of 14.2% in the comparable quarter of 1994, due
to volume-related improvements.
Interest expense increased to $3.7 million in the first quarter of 1995
from $2.6 million in the comparable 1994 period principally due to increased
borrowings under the Credit Agreement resulting from last year's acquisition of
Hale Products.
The provision for income taxes increased to $6.1 million in the first
quarter of 1995 from $4.0 million in the first quarter of 1994. The effective
tax rate increased to 36% in the current quarter from 35% a year ago due to the
non-deductibility of goodwill amortization expense associated with the 1994
purchase of Hale Products. Net income was $10.8 million in the first quarter
of 1995 and was 46% higher than the $7.3 million recorded in the 1994 period.
Earnings per common share amounted to $.55 in the current quarter which was
46% higher than the $.38 recorded in the first quarter of 1994.
All share and per share data has been restated to reflect the three-for-two
stock split effected in the form of a 50% stock dividend paid in January 1995.
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Liquidity and Capital Resources
On March 31, 1995 IDEX's working capital was $85.5 million and its current
ratio was 2.1 to 1. Internally generated funds were adequate to fund capital
expenditures of $2.3 million and $1.6 million for the three months ended March
31, 1995 and 1994, respectively. These expenditures were generally for
machinery and equipment which improved productivity, although a portion was for
repair and replacement of equipment and facilities. Management believes that
IDEX has ample capacity in its plant and equipment to meet expected needs for
future growth in the intermediate term. During the three months ended March
31, 1995 and 1994, depreciation and amortization expense, excluding
amortization of debt issuance expenses, was $4.1 million, and $3.0 million,
respectively.
At March 31, 1995, the maximum amount available under the Credit Agreement
was $150 million, of which $85 million was being used and $65 million was
available. The availability under the Credit Agreement declines in stages
commencing December 31, 1995 to $100 million on December 31, 1997. Any amount
outstanding at June 30, 1999 becomes due at that date. Interest is payable
quarterly on the outstanding balance at the Bank Agent's reference rate, or at
rates applicable to certain dollar deposits in the interbank Eurodollar market
plus 75 basis points.
IDEX believes it will generate sufficient cash flow from operations to meet
its operating requirements, scheduled amortization payments under the Credit
Agreement, interest and principal payments on the Senior Subordinated Notes,
approximately $15 million of planned capital expenditures in 1995 and $11
million of annual dividend payments to holders of common stock. From
commencement of operations in January, 1988 until March 31, 1995, IDEX borrowed
$207 million under the revolving Credit Agreement to complete seven
acquisitions. During this same period, IDEX generated, principally from
operations, cash flow of $213 million to reduce its indebtedness. In the event
that suitable businesses or assets are available for acquisition by IDEX upon
terms acceptable to the Board of Directors, IDEX may obtain all or a portion of
the financing for the acquisitions through the incurrence of additional
long-term indebtedness.
On May 2, 1995, Micropump, Inc., a newly formed subsidiary of IDEX,
acquired the assets of Micropump Corporation, a leading producer of very small
magnetically driven gear pumps used in a variety of industrial, medical and
technical applications where extremely accurate but very low flow output is
necessary. With headquarters and principal manufacturing facilities in
Vancouver, Washington, Micropump also has operations in St. Neots, England.
Micropump's annual sales are in the $25 million range. The acquisition, which
is not material to IDEX, will be accounted for using the purchase method of
accounting and will be financed through a $32 million borrowing under the bank
revolving Credit Agreement.
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Part II. Other Information
Item 1. Legal Proceedings. None.
Item 2. Changes in Securities. Not Applicable.
Item 3. Defaults upon Senior Securities. None.
Item 4. Submission of Matters to a Vote of Security Holders. None.
Item 5. Other Information.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The exhibits listed in the accompanying "Exhibit Index"
are filed as part of this report.
(b) Reports on Form 8-K
There have been no reports on Form 8-K filed during the quarter
for which this report is filed.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized in the capacity and on the date
indicated.
IDEX CORPORATION
May 5, 1995 /s/Wayne P. Sayatovic
------------------------------------
Wayne P. Sayatovic
Senior Vice President-
Finance, Chief Financial
Officer and Secretary
(Duly Authorized and Principal
Financial Officer)
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EXHIBIT INDEX
Exhibit
Number Description Page
- ------- ----------- ----
3.1 Restated Certificate of Incorporation of IDEX (formerly HI, Inc.)
(incorporated by reference to Exhibit No. 3.1 to the Registration
Statement on Form S-1 of IDEX Corporation, et al., Registration No. 33-
21205, as filed on April 21, 1988).
3.1(a) Amendment to Restated Certificate of Incorporation of IDEX (incorporated
by reference to Exhibit No. 3.2 to Amendment No. 1 to the Registration
Statement on Form S-1 of IDEX Corporation, Registration No. 33-28317, as
filed on June 1, 1989).
3.2 Amended and Restated Bylaws of IDEX (incorporated by reference to Exhibit
No. 3.2 to Post-Effective Amendment No. 2 to the Registration Statement on
Form S-1 of IDEX Corporation, et al., Registration No. 33-21205, as filed
on July 17, 1989).
3.2(a) Amended and Restated Article III, Section 13 of the Amended and Restated
Bylaws of IDEX (incorporated by reference to Exhibit No. 3.2(a) to Post-
Effective Amendment No. 3 to the Registration Statement on Form S-1 of
IDEX Corporation, et al., Registration No. 33-21205, as filed on February
12, 1990).
4.1 Restated Certificate of Incorporation and Bylaws of IDEX (filed as
Exhibits 3.1 through 3.2a).
4.2 Indenture, dated as of September 15, 1992, among IDEX, the Subsidiaries
and The Connecticut National Bank, as Trustee, relating to the 9-3/4
Senior Subordinated Notes of IDEX due 2002 (incorporated by reference to
Exhibit 4.2 to the Annual Report of IDEX on Form 10-K for the fiscal year
ending December 31, 1992, Commission File No. 1-10235).
4.3 Specimen Senior Subordinated Note of IDEX (including specimen Guarantee)
(incorporated by reference to Exhibit 4.3 to the Annual Report of IDEX on
Form 10-K for the fiscal year ending December 31, 1992, Commission File
No. 1-10235).
4.4 Specimen Certificate of Common Stock (incorporated by reference to Exhibit
4.3 to the Registration Statement on Form S-2 of IDEX Corporation, et al.,
Registration No. 33-42208, as filed on September 16, 1991).
10.1 Second Amended and Restated Credit Agreement dated as of January 29, 1993
among IDEX, various banks named therein and Continental Bank N.A., as
Agent (incorporated by reference to Exhibit 10.1 to the Annual Report of
IDEX on Form 10-K for the fiscal year ending December 31, 1992, Commission
File No. 1-10235).
10.1(a) First Amendment dated as of May 23, 1994 to Second Amended and Restated
Credit Agreement dated as of January 29, 1993 by and among IDEX
Corporation, various banks named therein and Continental Bank N.A. as
agent (incorporated by reference to exhibit 10.18 to the Quarterly Report
of IDEX on Form 10-Q for the quarter ended June 30, 1994, Commission File
No. 1-10235).
E-1
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Exhibit
Number Description Page
- ------- ----------- ----
10.1(b) Second Amendment dated as of October 24, 1994, to Second Amended and
Restated Credit Agreement dated as of January 29, 1993, by and among IDEX
Corporation, as borrower and Bank of America Illinois (formerly known as
Continental Bank N.A.), as a Bank and as agent, and the other banks
signatory thereto (incorporated by reference to exhibit 10.1(b) to the
Annual Report of IDEX on Form 10-K for the fiscal year ending December 31,
1994, commission file number 1-10235).
*10.1(c) Third Amendment dated as of February 28, 1995, to Second Amended and
Restated Credit Agreement dated as of January 29, 1993, by and among IDEX
Corporation, as borrower and Bank of America Illinois.
10.2 Pledge Agreement, dated January 22, 1988, between IDEX and the Bank Agent
(incorporated by reference to Exhibit No. 10.3 to the Registration
Statement on Form S-1 of IDEX Corporation, et al., Registration No. 33-
21205, as filed on April 21, 1988).
10.3 Guaranty Agreement, dated January 22, 1988, between each of the Guarantors
named therein and the Bank Agent (incorporated by reference to Exhibit No.
10.4 to the Registration Statement on Form S-1 of IDEX Corporation, et
al., Registration No. 33-21205, as filed on April 21, 1988).
10.3(a) Guaranty Agreement, dated May 7, 1991, by CIC Acquisition Corporation in
favor of the Bank Agent (incorporated by reference to Exhibit No. 10.3(a)
to the Registration Statement on Form S-1 of IDEX Corporation, et al.,
Registration No. 33-50220, as filed on July 29, 1992).
10.3(b) Guaranty Agreement, dated May 4, 1992, by PLF Acquisition Corporation and
MCL Acquisition Corporation in favor of the Bank Agent (incorporated by
reference to Exhibit No. 10.3(b) to the Registration Statement on Form S-1
of IDEX Corporation, et al., Registration No. 33-50220, as filed on July
29, 1992).
10.3(c) Guaranty Agreement, dated October 24, 1994, executed by Hale Products,
Inc. in favor of the Bank Agent (incorporated by reference to exhibit
10.3(c) to the Annual Report of IDEX on Form 10-K for the fiscal year
ending December 31, 1994, commission file number 1-10235).
10.4 Inter-Guarantor Agreement, dated as of January 22, 1988, among the
Subsidiaries named therein and the Bank Agent (incorporated by reference
to Exhibit 4.8 to the Registration Statement on Form S-1 of IDEX
Corporation, et al., Registration No. 33-21205, as filed on April 21,
1988).
E-2
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Exhibit
Number Description Page
- ------- ----------- ----
10.4(a) First Amendment to Inter-Guarantor Agreement, dated as of May 7, 1991,
among IDEX Corporation and the Subsidiaries named therein (incorporated by
reference to Exhibit No. 10.6(a) to the Registration Statement on Form S-1
of IDEX Corporation, et al., Registration No. 33-50220, as filed on July
29, 1992).
10.4(b) Second Amendment to Inter-Guarantor Agreement, dated as of October 24,
1994, by and among IDEX Corporation and the subsidiaries named therein
(incorporated by reference to exhibit 10.4(b) to the Annual Report of IDEX
on Form 10-K for the fiscal year ending December 31, 1994, commission file
number 1-10235).
**10.5 Amended and Restated Employment Agreement between IDEX Corporation and
Donald N. Boyce, dated as of January 22, 1988 (incorporated by reference
to Exhibit No. 10.15 to Amendment No. 1 to the Registration Statement on
Form S-1 of IDEX Corporation, Registration No. 33-28317, as filed on June
1, 1989).
**10.5(a) First Amendment to the Amended and Restated Employment Agreement between
IDEX Corporation and Donald N. Boyce, dated as of January 13, 1993
(incorporated by reference to Exhibit 10.5(a) to the Annual Report of IDEX
on Form 10-K for the fiscal year ending December 31, 1992, Commission File
No. 1-10235).
**10.5(b) Second Amendment to the Amended and Restated Employment Agreement between
IDEX Corporation and Donald N. Boyce, dated as of September 27, 1994
(incorporated by reference to exhibit 10.5(b) to the Annual Report of IDEX
on Form 10-K for the fiscal year ending December 31, 1994, commission file
number 1-10235).
**10.6 Amended and Restated Employment Agreement between IDEX Corporation and
Wayne P. Sayatovic, dated as of January 22, 1988 (incorporated by
reference to Exhibit No. 10.17 to Amendment No. 1 to the Registration
Statement on Form S-1 of IDEX Corporation, Registration No. 33-28317, as
filed on June 1, 1989).
**10.6(a) First Amendment to the Amended and Restated Employment Agreement between
IDEX Corporation and Wayne P. Sayatovic, dated as of January 13, 1993
(incorporated by reference to Exhibit 10.7(a) to the Annual Report of IDEX
on Form 10-K for the fiscal year ending December 31, 1992, Commission File
No. 1-10235).
**10.6(b) Second Amendment to the Amended and Restated Employment Agreement between
IDEX Corporation and Wayne P. Sayatovic, dated as of September 27, 1994
(incorporated by reference to exhibit 10.6(b) to the Annual Report of IDEX
on Form 10-K for the fiscal year ending December 31, 1994, commission file
number 1-10235).
**10.7 Employment Agreement between IDEX Corporation and Frank J. Hansen dated as
of August 1, 1994 (incorporated by reference to Exhibit No. 10.7 to the
Quarterly Report of IDEX on Form 10-Q for the quarter ended September 30,
1994, Commission File No. 1-10235).
E-3
16
Exhibit
Number Description Page
- ------- ----------- ----
**10.7(a) First Amendment to the Employment Agreement between IDEX Corporation and
Frank J. Hansen, dated as of September 27, 1994 (incorporated by reference
to exhibit 10.7(a) to the Annual Report of IDEX on Form 10-K for the fiscal
year ending December 31, 1994, commission file number 1-10235).
**10.8 Employment Agreement between IDEX Corporation and Jerry N. Derck, dated as
of September 27, 1994 (incorporated by reference to exhibit 10.8 to the
Annual Report of IDEX on Form 10-K for the fiscal year ending December 31,
1994, commission file number 1-10235).
**10.9 Management Incentive Compensation Plan (incorporated by reference to
Exhibit No. 10.21 to Amendment No. 1 to the Registration Statement on Form
S-1 of IDEX Corporation, Registration No. 33-28317, as filed on June 1,
1989).
**10.10 Form of Indemnification Agreement (incorporated by reference to Exhibit
No. 10.23 to the Registration Statement on Form S-1 of IDEX Corporation,
Registration No. 33-28317, as filed on April 26, 1989).
**10.11 Form of Shareholder Purchase and Sale Agreement (incorporated by reference
to Exhibit No. 10.24 to Amendment No. 1 to the Registration Statement on
Form S-1 of IDEX Corporation, Registration No. 33-28317, as filed on June
1, 1989).
**10.12 Revised Form of IDEX Corporation Stock Option Plan for Outside Directors
(incorporated by reference to Exhibit No. 10.22(a) to Post-Effective
Amendment No. 4 to the Registration Statement on Form S-1 of IDEX
Corporation, et al., Registration No. 33-21205, as filed on March 2,
1990).
**10.13 Amendment to the IDEX Corporation Stock Option Plan for Outside Directors,
adopted by resolution of the Board of Directors dated as of January 28,
1992 (incorporated by reference to Exhibit 10.21(a) of the Annual Report
of IDEX on Form 10-K for the fiscal year ended December 31, 1991,
Commission File No. 1-10235).
**10.14 Non-Qualified Stock Option Plan for Non-Officer Key Employees of IDEX
Corporation (incorporated by reference to Exhibit 10.15 to the Annual
Report of IDEX on Form 10-K for the fiscal year ending December 31, 1992,
Commission File No. 1-102351).
**10.15 Non-Qualified Stock Option Plan for Officers of IDEX Corporation
(incorporated by reference to Exhibit 10.16 to the Annual Report of IDEX
on Form 10-K for the fiscal year ending December 31, 1992, Commission File
No. 1-102351).
**10.16 IDEX Corporation Supplemental Executive Retirement Plan (incorporated by
reference to Exhibit 10.17 to the Annual Report of IDEX on Form 10-K for
the fiscal year ending December 31, 1992, Commission File No. 1-102351).
E-4
17
Exhibit
Number Description Page
- ------- ----------- ----
10.17 Stock Purchase Agreement, dated as of May 6, 1994 by and among HPI
Acquisition Corp., HFP Partners, L., HMTC Partners L.P., the persons
listed on Schedule A and Hale Products, Inc. (incorporated by reference to
Exhibit 10.17 to the Quarterly Report of IDEX on Form 10-Q for the quarter
ended June 30, 1994, Commission File No. 1-10235).
*27 Financial Data Schedule
_________________
* Filed herewith.
** Management contract or compensatory plan or arrangement.
E-5
1
Exhibit 10.1(c)
THIRD AMENDMENT DATED
AS OF FEBRUARY 28, 1995
TO SECOND AMENDED AND RESTATED
CREDIT AGREEMENT DATED AS OF JANUARY 29, 1993
THIS THIRD AMENDMENT, dated as of February 28, 1995 is entered into by
and among IDEX CORPORATION, a Delaware corporation (the "Borrower"), the
banking institutions signatory to the hereinafter defined Credit Agreement (the
"Banks") and BANK OF AMERICA ILLINOIS (f/k/a/ CONTINENTAL BANK N.A.),
individually and as agent for the Banks (in such capacity, the "Agent").
RECITALS:
A. The Borrower, the Banks and the Agent have entered into that
certain Second Amended and Restated Credit Agreement dated as of January 29,
1993, as amended by that certain First Amendment to Second Amended and Restated
Credit Agreement dated as of May 23, 1994 and that certain Second Amendment to
Second Amended and Restated Credit Agreement dated as of October 24, 1994 (as
such Credit Agreement may hereinafter be amended, supplemented, restated or
otherwise modified and in effect from time to time, the "Credit Agreement").
Terms defined in the Credit Agreement and not otherwise defined herein shall be
used herein as defined in the Credit Agreement.
B. The Borrower, the Banks and the Agent wish to amend certain
provisions of the Credit Agreement.
C. Therefore, in consideration of the premises herein contained,
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT.
1.1 Section 7.2.10 of the Credit Agreement. Section
7.2.10 of the Credit Agreement is hereby amended by deleting the reference to
"$15,000,000" in paragraph (a) and substituting "$30,000,000" in lieu thereof.
1.2 Section 10.1 of the Credit Agreement. Section 10.1
of the Credit Agreement is hereby amended by deleting the definition of
"Applicable Eurodollar Rate Margin" in its entirety and substituting the
following language in lieu thereof:
"'Applicable Eurodollar Rate Margin' means at any time the applicable
percentage per annum determined pursuant to the following matrix by
reference to the ratio of Funded Indebtedness to Operating Cash Flow
as shown in the Compliance Certificate then most recently delivered to
the Banks:
2
Ration of Funded Indebtedness to Applicable Eurodollar Rate Margin
Operating Cash Flow
- -------------------------------- ---------------------------------
greater than 3.25 to 1.0 1.5%
greater than 2.75 to 1.0 but less than or 1.25%
equal to 3.25 to 1.0
greater than 2.25 to 1.0 but less than or 1.0%
equal to 2.75 to 1.0
greater than 1.50 to 1.0 but less than or .75%
equal to 2.25 to 1.0
less than or equal to 1.5 to 1.0 .50%
provided further that, if the Borrower shall have failed to deliver to
the Banks by the date required hereunder its Compliance Certificate
pursuant to Section 7.1.1, then until such delivery the Funded
Indebtedness to Operating Cash Flow shall be deemed to be greater than
3.25 to 1.0. The Applicable Eurodollar Rate Margin shall take effect
on March 1, 1995 and be determined by reference to the ratio of
Funded Indebtedness to Operating Cash Flow calculated as of December
31, 1994. Each change in the Applicable Eurodollar Rate Margin
thereafter shall take effect with respect to all outstanding
Eurodollar Loans on the first day of the month immediately succeeding
the month in which such Compliance Certificate is received by the
Banks. Notwithstanding the foregoing, no reduction in the Applicable
Eurodollar Rate Margin shall be effected if a Default shall have
occurred and be continuing on the date when such change would
otherwise occur."
1.3 Section 10.1 of the Credit Agreement. Section 10.1
of the Credit Agreement is hereby amended by deleting the definition of
"Applicable Standby Letter of Credit Fee" in its entirety and substituting the
following language in lieu thereof:
"'Applicable Standby Letter of Credit Fee' means at anytime the
applicable percentage of the Translated Stated Amount of a standby
Letter of Credit determined pursuant to the following matrix by
reference to the ratio of Funded Indebtedness to Operating Cash Flow
as shown in the Compliance Certificate then most recently delivered to
the Banks:
-2-
3
Stated Expiry Date of Standby Letter of Credit
----------------------------------------------
less than one year equal to or greater
from date of issuance than one year from
the date of issuance
-----------------------------------------------------------------------------------------------------
Ratio of Funded greater than 2.75 to 1.0% 1.5%
Indebtedness to Operating 1.0
Cash Flow;
greater than 2.25 to .75% 1.25%
1.0 but less than or
equal to 2.75 to 1.0
less than or equal to .50% 1.0%
2.25 to 1.0
provided further that, if the Borrower shall have failed to deliver to
the Banks by the date required hereunder its Compliance Certificate
pursuant to Section 7.1.1, then until such delivery the Funded
Indebtedness to Operating Cash Flow shall be deemed to be greater than
2.75 to 1.0. The Applicable Standby Letter of Credit Fee shall take
effect on March 1, 1995 and be determined by reference to the ratio of
Funded Indebtedness to Operating Cash Flow calculated as of December
31, 1994. Each change in the Applicable Standby Letter of Credit Fee
thereafter shall take effect with respect to all outstanding
Eurodollar Loans on the first day of the month immediately succeeding
the month in which Compliance Certificate is received by the Banks.
Notwithstanding the foregoing, no reduction in the Applicable Standby
Letter of Credit Fee shall be effected if a Default shall have
occurred and be continuing on the date when such change would
otherwise occur."
1.4 Exhibit E to the Credit Agreement. Exhibit E to the
Credit Agreement is hereby amended by deleting it in its entirety and
substituting in lieu thereof a new Exhibit E in the form attached hereto as
Exhibit A.
SECTION 2. WARRANTIES. To induce the Agent and the Banks to
enter into this Third Amendment, the Borrower warrants that:
2.1 Authorization. The Borrower is duly authorized to
execute and deliver this Third Amendment and is and will continue to be duly
authorized to borrow monies under the Credit Agreement, as amended hereby, and
to perform its obligations under the Credit Agreement, as amended hereby.
2.2 No Conflicts. The execution and delivery of this
Third Amendment and the performance by the Borrower of its obligations under
the Credit Agreement, as amended hereby, do not and will not conflict with any
provision of law or of the charter or
-3-
4
by-laws of the Borrower or any Subsidiary or of any agreement binding upon the
Borrower or any Subsidiary.
2.3 Validity and Binding Effect. The Credit Agreement,
as amended hereby, is a legal, valid and binding obligation of the Borrower,
enforceable against the Borrower in accordance with its 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 limiting the availability of equitable remedies.
SECTION 3. CONDITIONS PRECEDENT TO AMENDMENTS. The
amendments contemplated by Section 1 hereof are subject to the satisfaction of
each of the following conditions precedent:
3.1 Documentation. The Borrower shall have delivered to
the Agent all of the following, each duly executed and dated the date hereof,
in form and substance satisfactory to the Agent:
(a) Borrower Resolutions. Copies for each Bank
duly certified by the secretary or an assistant secretary of the
Borrower, of (i) resolutions of the Borrower's Board of Directors
authorizing (A) the execution and delivery of this Third Amendment and
related documents and (B) the borrowings under the Credit Agreement,
as amended hereby, (ii) all documents evidencing other necessary
corporate action and (iii) all approvals or consents, if any, with
respect to this Third Amendment.
(b) Incumbency Certificate. Certificates for
each Bank of the secretary or an assistant secretary of the Borrower
certifying the names of the Borrower's officers authorized to sign
this Third Amendment and all other documents or certificates to be
delivered hereunder, together with the true signatures of such
officers.
(c) Certificate. A certificate of an Authorized
Officer of the Borrower as to the matters set out in Sections 3.2 and
3.3 hereof.
(d) Other. Such other documents as the Agent may
reasonably request.
3.2 No Default. As of the date hereof, no Default or
Event of Default shall have occurred and be continuing.
3.3 Warranties. As of the date hereof, the warranties in
Article VI of the Credit Agreement and in Section 2 of this Third Amendment
shall be true and correct as
-4-
5
though made on such date, except for such changes as are specifically permitted
under the Credit Agreement.
SECTION 4. GENERAL.
4.1 Expenses. The Borrower agrees to pay the Agent, upon
demand, for all reasonable expenses, including reasonable attorneys' and legal
assistants' fees incurred by the Agent in connection with the preparation,
negotiation and execution of this Third Amendment and any document required to
be furnished therewith.
4.2 Governing Law. This Third Amendment shall be deemed
to be a contract made under and governed by the internal laws of the State of
Illinois. For purposes of any action or proceeding involving this Third
Amendment, the Borrower hereby expressly submits to the jurisdiction of all
federal and state courts located in the State of Illinois and consents that it
may be served with any process or paper by registered mail or by personal
service within or without the State of Illinois, provided a reasonable time for
appearance is allowed.
4.3 Successors. This Third Amendment shall be binding
upon the Borrower, the Agent and the Banks and their respective successors and
assigns, and shall inure to the benefit of the Borrower, the Agent and the
Banks and their successors and assigns.
4.4. Documents Remain in Effect. Except as amended and
modified by this Third Amendment, the Credit Agreement and the other
Instruments executed pursuant to the Credit Agreement remain in full force and
effect and the Borrower hereby ratifies, adopts and confirms its
representations, warranties, agreements and covenants contained in, and
obligations and liabilities under, the Credit Agreement and the other
Instruments executed pursuant to the Credit Agreement.
4.5 References to the Credit Agreement. Upon the
effectiveness of this Third Amendment, each reference in the Credit Agreement
to "this Agreement," "hereunder," "hereof," or words of like import, and each
reference to the Credit Agreement in any and all instruments or documents
provided for in the Credit Agreement or delivered or to be delivered thereunder
or in connection therewith, shall, except where the context otherwise requires,
be deemed a reference to the Credit Agreement, as amended hereby.
4.6 Effective Date. This Third Amendment shall become
effective as of the date first written above upon the execution and delivery of
counterparts of this Third Amendment by each of the Banks, the Guarantors and
the Borrower.
4.7 Counterparts. This Third Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when
-5-
6
so executed and delivered shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.
-6-
7
IN WITNESS WHEREOF, the parties hereto have caused this Third
Amendment to be executed and delivered at Chicago, Illinois by their respective
officers thereunto duly authorized as of the date first written above.
IDEX CORPORATION
a Delaware corporation
By: /s/ Wayne P. Sayatovic
-----------------------------------
Name: Wayne P. Sayatovic
Title: Senior Vice President - Finance
PERCENTAGE OF
TOTAL COMMITMENT
- ----------------
22.5% BANK OF AMERICA ILLINOIS
(f/k/a/ Continental Bank N.A.),
as a Bank and as Agent
By:
-----------------------------------
Name:
--------------------------------
Title:
--------------------------------
10.0% BANK OF SCOTLAND
By:
-----------------------------------
Name:
--------------------------------
Title:
--------------------------------
20.0% NATIONAL CITY BANK
By:
-----------------------------------
Name:
--------------------------------
Title:
--------------------------------
-7-
8
IN WITNESS WHEREOF, the parties hereto have caused this Third
Amendment to be executed and delivered at Chicago, Illinois by their respective
officers thereunto duly authorized as of the date first written above.
IDEX CORPORATION,
a Delaware corporation
By:
-----------------------------------
Name: Wayne P. Sayatovic
Title: Senior Vice President - Finance
PERCENTAGE OF
TOTAL COMMITMENT
- ----------------
22.5% BANK OF AMERICA ILLINOIS
(f/k/a/ Continental Bank N.A.),
as a Bank and as Agent
By: /s/ Thomas C. Denison
-----------------------------------
Name: Thomas C. Denison
--------------------------------
Title: Senior Vice President
--------------------------------
10.0% BANK OF SCOTLAND
By:
-----------------------------------
Name:
--------------------------------
Title:
--------------------------------
20.0% NATIONAL CITY BANK
By:
-----------------------------------
Name:
--------------------------------
Title:
--------------------------------
-8-
9
IN WITNESS WHEREOF, the parties hereto have caused this Third
Amendment to be executed and delivered at Chicago, Illinois by their respective
officers thereunto duly authorized as of the date first written above.
IDEX CORPORATION,
a Delaware corporation
By:
-----------------------------------
Name: Wayne P. Sayatovic
Title: Senior Vice President - Finance
PERCENTAGE OF
TOTAL COMMITMENT
- ----------------
22.5% BANK OF AMERICA ILLINOIS
(f/k/a/ Continental Bank N.A.),
as a Bank and as Agent
By:
-----------------------------------
Name:
--------------------------------
Title:
--------------------------------
10.0% BANK OF SCOTLAND
By: /s/ Elizabeth Wilson
-----------------------------------
Name: Elizabeth Wilson
--------------------------------
Title: Vice President and Branch Manager
---------------------------------
20.0% NATIONAL CITY BANK
By:
-----------------------------------
Name:
--------------------------------
Title:
--------------------------------
-9-
10
IN WITNESS WHEREOF, the parties hereto have caused this Third
Amendment to be executed and delivered at Chicago, Illinois by their respective
officers thereunto duly authorized as of the date first written above.
IDEX CORPORATION,
a Delaware corporation
By:
-----------------------------------
Name: Wayne P. Sayatovic
Title: Senior Vice President - Finance
PERCENTAGE OF
TOTAL COMMITMENT
- ----------------
22.5% BANK OF AMERICA ILLINOIS
(f/k/a/ Continental Bank N.A.),
as a Bank and as Agent
By:
-----------------------------------
Name:
--------------------------------
Title:
--------------------------------
10.0% BANK OF SCOTLAND
By:
-----------------------------------
Name:
--------------------------------
Title:
--------------------------------
20.0% NATIONAL CITY BANK
By: /s/ Frank F. Pagura
-----------------------------------
Name: Frank F. Pagura
--------------------------------
Title: Assistant Vice President
--------------------------------
-10-
11
20.0% PNC BANK, NATIONAL ASSOCIATION
(f/k/a/ Pittsburgh National Bank)
By: /s/ William S. Richards, Jr.
-----------------------------------
Name: William S. Richards, Jr.
--------------------------------
Title: Assistant Vice President
--------------------------------
12.5% UNION BANK
By:
-----------------------------------
Name:
--------------------------------
Title:
--------------------------------
15.0% UNITED STATES NATIONAL BANK OF OREGON
By:
-----------------------------------
Name:
--------------------------------
Title:
--------------------------------
-11-
12
20.0% PNC BANK, NATIONAL ASSOCIATION
(f/k/a/ Pittsburgh National Bank)
By:
-----------------------------------
Name:
--------------------------------
Title:
--------------------------------
12.5% UNION BANK
By: /s/ Cary Moore /s/ Kurt Hocker
-----------------------------------
Name: Cary Moore Kurt Hocker
--------------------------------
Title: Vice President Credit Officer
--------------------------------
15.0% UNITED STATES NATIONAL BANK OF OREGON
By:
-----------------------------------
Name:
--------------------------------
Title:
--------------------------------
-12-
13
20.0% PNC BANK, NATIONAL ASSOCIATION
(f/k/a/ Pittsburgh National Bank)
By:
-----------------------------------
Name:
--------------------------------
Title:
--------------------------------
12.5% UNION BANK
By:
-----------------------------------
Name:
--------------------------------
Title:
--------------------------------
15.0% UNITED STATES NATIONAL BANK OF OREGON
By: /s/ Jeffrey C. Swift
-----------------------------------
Name: Jeffrey C. Swift
--------------------------------
Title: Vice President
--------------------------------
-13-
14
The undersigned hereby acknowledge and consent to this Third
Amendment, and agree that the Guaranty Agreement, as amended, shall remain in
full force and effect and is hereby ratified and confirmed this 31st day of
March, 1995.
BAND-IT-IDEX, INC.
CORKEN, INC.
HALE PRODUCTS, INC.
LUBRIQUIP, INC.
PULSAFEEDER, INC.
STRIPPIT, INC.
VIBRATECH, INC.
VIKING PUMP, INC.
WARREN RUPP, INC.
/s/ Wayne P. Sayatovic
----------------------
Wayne P. Sayatovic
Vice President & Chief Financial Officer
-14-
15
EXHIBIT A TO THIRD AMENDMENT
EXHIBIT E
COMPLIANCE CERTIFICATE
All banking institutions
parties to the Credit Agreement.
Re: Second Amended and Restated Credit Agreement, dated as of
January 29, 1993 (herein, together with all amendments, if
any, thereafter from time to time made thereto, called the
"Credit Agreement"), among IDEX Corporation, a Delaware
corporation (herein called "Borrower"), the various banking
institutions as are parties thereto, and Bank of America
Illinois (f/k/a Continental Bank N.A.), as Agent.
Gentlemen/Ladies:
Borrower hereby Certifies and warrants that as of ________, 19__,
(herein called the "Computation Date"):
(a) the Current Ratio was (and in any event was not less
than) ___%, as computed on Attachment 1 hereto;
(b) the ratio of Operating Cash Flow to Adjusted Interest
Expense was not less than ___%, as computed on Attachment 2 hereto;
(c) the ratio of Funded Indebtedness to Operating Cash
Flow was equal to ___ to 1.0, as computed on Attachment 2 hereto;
(d) the ratio of Total Funded Indebtedness to the sum of
Total Funded Indebtedness plus shareholders' equity was (and in any event was
not greater than) ___%, as computed on Attachment 3 hereto; and
(e) except as set forth in Attachment 4 hereto, no
Default had occurred and was continuing.
IN WITNESS WHEREOF, the Borrower has caused this Certificate to be
executed and delivered by its duly Authorized Officer this ___ day of
____________, 19__.
IDEX CORPORATION
By:
------------------------------------
Title:
--------------------------------
16
ATTACHMENT 1
(to __/__/__ Compliance
Certificate)
CURRENT RATIO
ON _____________, 19__
COMPUTATION DATE
----------------------
On a consolidated basis for Borrower and its Subsidiaries:
1. All current assets . . . . . . . . . . . . . . . $
----------
2. All current liabilities . . . . . . . . . . . . $
----------
3. The current portion of Funded Indebtedness . . . $
----------
4. Excess of Item 2 over Item 3 . . . . . . . . . . $
------ ------ ----------
5. Current Ratio: Ratio of Item 1 to Item 4 . . . %
------ ------ ----------
17
ATTACHMENT 2
(to __/__/__ Compliance
Certificate)
OPERATING CASH FLOW TO ADJUSTED INTEREST EXPENSE
AND
FUNDED INDEBTEDNESS TO OPERATING CASH FLOW
ON ____________, 19__
COMPUTATION DATE
------------------------------------------------
For the four immediately preceding full fiscal quarters (or, if less, the
number of full fiscal quarters that have elapsed since _______________ 19__):
1. Operating Cash Flow: Net Income (excluding extraordinary gains for
such period) plus charges or deductions for Interest Expense,
depreciation, amortization, and income taxes to the extent deducted
for determining such Net Income
Quarter ending __/__/__ . . . . . . . $
--------
Quarter ending __/__/__ . . . . . . . $
--------
Quarter ending __/__/__ . . . . . . . $
--------
Quarter ending __/__/__ . . . . . . . $
--------
TOTAL . . . . . . . . . . . . . . . . $
========
2. Interest Expense (including interest on capital leases)
Quarter ending __/__/__ . . . . . . . $
--------
Quarter ending __/__/__ . . . . . . . $
--------
Quarter ending __/__/__ . . . . . . . $
--------
Quarter ending __/__/__ . . . . . . . $
--------
TOTAL . . . . . . . . . . . . . . . . $
========
3. Ratio, expressed as a percent, of Total from Item 1
------
to Total from Item 2 . . . . . . . . . . . . %
------ --------
18
4. Funded Indebtedness
Quarter ending __/__/__. . . . . . . . $
--------
5. Ratio of Total from Item 4
------
To Total from Item 1 . . . . . . . . . . . . . to 1.0
------ ----
19
ATTACHMENT 3
(to __/__/__ Compliance
Certificate)
FUNDED INDEBTEDNESS TO FUNDED INDEBTEDNESS PLUS SHAREHOLDERS' EQUITY
ON _______________, 19__
COMPUTATION DATE
-----------------------------------------------------------------
On a consolidated basis for Borrower and its Subsidiaries:
1. Funded Indebtedness . . . . . . . . . . . . . . $
--------
2. Adjusted shareholders' equity*
(i) Shareholders' equity (as reported) $
--------
(ii) Extraordinary gain (or loss) from defeasance
of debt $
--------
(iii) Cumulative gain (or loss) from adopting FASB 106 $
--------
(iv) Cumulative gain (or loss) from adopting FASB 109 $
--------
Total of items (i)-(iv) . . . . . . . $
--------
3. The sum of Item 1 plus Item 2 . . . . . . . . . $
------ ------ --------
4. The Ratio of Item 1 to Item 3 . . . . . . . . . %
------ ------ --------
* Not a defined term
20
ATTACHMENT 4
(to __/__/__ Compliance
Certificate)
21
IDEX CORPORATION
SECRETARY'S CERTIFICATE
I, Wayne P. Sayatovic, Secretary of IDEX Corporation, a
Delaware corporation (the "Corporation"), hereby certify as follows:
1. Attached hereto as Exhibit A are true, correct and
complete copies of resolutions adopted by the Board of Directors of
the Corporation on March 24, 1995, which resolutions have not been
modified or rescinded since their adoption and are in full force and
effect as of the date hereof; said resolutions are the only
resolutions adopted by the Board of Directors of the Corporation
relating to that certain Third Amendment dated as of February 28, 1995
(the "Third Amendment") to Second Amended and Restated Credit
Agreement dated as of January 29, 1993, among the Corporation, Bank of
America Illinois (formerly known as Continental Bank N.A.), as agent
and as a bank, and the banking institutions signatory thereto (the
"Credit Agreement"), and the other documents executed in connection
therewith. Also attached as part of Exhibit A are all other
documents, if any, evidencing other necessary corporate action with
respect to the Third Amendment and all consents and approvals, if any,
obtained with respect to the execution of the Third Amendment.
2. The individuals listed on Exhibit B hereto are the
duly elected, qualified and acting officers of the Corporation
as listed opposite their respective names, and the specimen signatures
set forth opposite their respective names are the genuine signatures
of such officers or true and correct facsimiles thereof:
22
IN WITNESS WHEREOF, I have signed this Secretary's Certificate
and affixed the Corporation's seal this 31st day of March, 1995.
By: /s/ Wayne P. Sayatovic
----------------------
Name: Wayne P. Sayatovic
Title: Secretary, IDEX Corporation
I, Robert D. Grindel, the duly elected, qualified and acting
Assistant Treasurer of the Corporation, do hereby certify that Wayne P.
Sayatovic is the duly elected, qualified and acting Secretary of the
Corporation, and that the signature set forth above is his true and genuine
signature.
IN WITNESS WHEREOF, I have hereunto set my hand this 31st day
of March, 1995.
By: /s/ Robert D. Grindel
--------------------------------------------
Name: Robert D. Grindel
------------------------------------------
Title: Assistant Treasurer/Assistant Secretary
----------------------------------------
23
EXHIBIT A
[IDEX CORPORATION LOGO] CERTIFIED RESOLUTIONS
I, Wayne P. Sayatovic, Senior Vice President-Finance, Chief Financial
Officer and Secretary of IDEX Corporation, a Delaware corporation, do hereby
certify that the resolutions set forth below were duly adopted by the Board of
Directors of said corporation on February 28, 1995, and that said resolutions
have not been rescinded, revoked or modified in any way:
Approval of the Third Amendment to the
Second Amended and Restated Credit Agreement
RESOLVED, that the forms, terms and conditions of that certain Third
Amendment dated as of February 28, 1995, to Credit Agreement dated as of
January 29, 1993, (the "Third Amendment") among IDEX Corporation, a Delaware
corporation (the "Corporation"), Bank of America Illinois as Agent and as a
Bank, and the banking institutions signatory thereto, be, and it hereby is
authorized, adopted, approved, ratified and confirmed; and be it further
RESOLVED, that the appropriate officers of the Corporation be, and
each of them hereby is, authorized, empowered and directed to negotiate the
form, terms and provisions of, and executed, deliver and perform the Third
Amendment, substantially in the form presented to this Board of Directors, with
such changes therein, deletions therefrom or additions thereto as such officer
or officers shall approve, his or their execution thereof to be conclusive
evidence of such approval, and to execute such other documents and taken such
other actions as they deem necessary, appropriate or advisable to carry out the
intent and purposes of the foregoing resolution; and any actions taken by such
officer or officers in furtherance of these objectives hereby are authorized,
adopted, approved, ratified and confirmed; and be it further
RESOLVED, that the appropriate officers of the Corporation be, and
each of them hereby is, authorized, empowered and directed, acting on behalf of
the Corporation and in its name, to negotiate the form, terms and provisions of
and to execute, deliver and perform all agreements, documents and instruments
contemplated by any of the above-described instruments, documents and
agreements (collectively, the "Other Documents"); said Other Documents to be
substantially in the form of those presented to this Board of Directors of the
Corporation, with such changes therein, modifications or revisions thereof,
deletions therefrom or additions thereto, if any, as such officer or officers
shall approve, his, her or their execution thereof to be conclusive evidence of
such approval, and to do or cause to be done all other acts or things, and to
take any and all steps and other action or actions as he, she or they deem
necessary, appropriate or advisable to carry out the intent and purposes of the
foregoing resolutions, such taking of any such action or the doing of any such
thing by any such officer or officers to constitute conclusively evidence of
his, her or their determination and approval of such necessity, appropriateness
or advisability; and any action or actions taken by such officer or officers in
furtherance of these objectives are hereby authorized, ratified and approved.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal
of said corporation this 24th day of March, 1995
/s/ Wayne P. Sayatovic
-----------------------------------
Wayne P. Sayatovic
Senior Vice President-Finance
Chief Financial Officer & Secretary
24
EXHIBIT B
INCUMBENCY SCHEDULE
-------------------
NAME TITLES SIGNATURE
---- ------ ---------
Wayne P. Sayatovic Secretary, Senior Vice /s/ Wayne P. Sayatovic
President - Finance ----------------------
25
IDEX CORPORATION
Officer's Certificate Pursuant to
Section 3.1(c) of the Third Amendment
The undersigned, Wayne P. Sayatovic, being the Senior Vice
President - Finance of IDEX Corporation, a Delaware corporation (the
"Corporation"), on behalf of the Corporation and pursuant to Section 3.1(c) of
that certain Third Amendment dated as February 28, 1995 (the "Third Amendment")
to Second Amended the Restated Credit Agreement dated as of January 29, 1993
(the "Credit Agreement"), among the Corporation, Bank of America Illinois
(formerly known as Continental Bank N.A.), as agent and as a bank, and the
banking institutions signatory thereto (terms not otherwise defined herein
shall have the meanings provided in the Credit Agreement), hereby certifies
that:
(a) on the dated hereof, no Default or Event of Default
has occurred and is continuing; and
(b) each of the representations and warranties set forth
in Section 2 of the Third Amendment and Article VI of the Credit
Agreement is true and correct in all material respects as though made
on the date hereof, except for such changes as specifically permitted
under the Credit Agreement.
IN WITNESS WHEREOF, this certificate has been executed by and
delivered on behalf of the undersigned as of the 31st day of March, 1995.
IDEX CORPORATION,
a Delaware corporation
By: /s/ Wayne P. Sayatovic
----------------------
Name: Wayne P. Sayatovic
Its: Senior Vice President-
Finance
5
3-MOS
DEC-31-1995
MAR-31-1995
5,741
0
61,539
1,988
83,818
160,058
188,714
123,395
377,143
74,583
75,000
191
0
0
124,675
377,143
116,580
116,580
71,507
96,106
(9)
249
3,666
16,817
6,055
10,762
0
0
0
10,762
0.55
0
