EXHIBIT 4.2


 


AMPHENOL CORPORATION


 


OFFICERS’ CERTIFICATE


Pursuant to Section 2.2
of the Indenture


 


Reference is made to the Indenture
(the “Indenture”), dated as of November 5, 2009, between Amphenol
Corporation, a Delaware corporation (the “Company”), and The Bank of New
York Mellon, as trustee (the “Trustee”).  Capitalized terms used but not otherwise
defined herein shall have the respective meanings ascribed to them in the
Indenture.


 


Pursuant to Section 2.2
of the Indenture, the Company hereby certifies, through its Treasurer, David Jositas, and its Secretary, Edward
C. Wetmore, as follows:


 


1.                                       Pursuant to (i) authority delegated by the Board of
Directors (the “Board of Directors”) of the Company on October 23,
2009 to the Pricing Committee thereof, (ii) an
Action by Unanimous Written Consent of the Board of Directors taken as of October 29,
2009, and (iii) an Action by Unanimous Written Consent of the Pricing
Committee of the Board of Directors taken as of October 29, 2009 (the “Pricing Committee Consent”), the Company has
created a series of senior debt securities of the Company, designated as the “4.75%
Senior Notes due 2014” (the “Notes”), to be issued under the Indenture,
and authorized the sale of up to $600,000,000 aggregate principal amount of the
Notes.


 


2.                                       The terms of the Notes as authorized by and determined pursuant
to the Pricing Committee Consent, are as follows:


 


(a)                                  The title of the Notes shall be 4.75% Senior Notes due 2014 (CUSIP:
032095AA9; ISIN: US032095AA98).


 


(b)                                 The price at which the Notes will be issued shall be 99.813%
of the principal amount of the Notes.


 


(c)                                  The maximum aggregate principal amount of the Notes shall be
$600,000,000.


 


(d)                                 The principal of the Notes shall be payable on November 15,
2014 (“Maturity”).


 


(e)                                  The Notes shall bear interest at an annual rate of 4.75%
from November 5, 2009, payable semi-annually in arrears on May 15 and
November 15 of each year (the “Interest Payment Dates”), commencing
May 15, 2010 until the principal of the Notes is paid or made available
for payment.  The interest so payable
shall be paid to the Persons in whose name the Notes are registered at the
close of business on the May 1 or November 1 (the “Interest Record
Dates”) (whether or not a Business Day (as defined in the Indenture)) next
preceding such May 15 or November 15, respectively.  The amount of interest payable on any
Interest Payment Date shall be computed on the basis of a 360-day year
consisting of twelve 30-day months.  In
the event that any Interest Payment Date, any redemption date or the Maturity
falls on a day that is not a Business Day, the required payment of principal,
premium, if any, and interest will be made on the


 

















 


next
succeeding Business Day as if made on the date that payment was due and no
interest will accrue on the amount so payable for the period from and after
such Interest Payment Date, such redemption date or Maturity, as the case may
be, to the date of that payment on that next succeeding Business Day.


 


(f)                                    The place where: (i) principal of and premium, if any,
and interest on the Notes shall be payable, (ii) the Notes may be
surrendered for registration of transfer or exchange and (iii) notices and
demands to or upon the Company in respect of the Notes and the Indenture may be
served, shall be at the Company’s office or agency in the Borough of Manhattan,
The City of New York (which initially shall be the corporate trust office of
the Trustee at: 101 Barclay Street, 8th Floor West, New York, New York 10286), provided that, at the Company’s option,
payment of interest may be made by check mailed to the registered Holders of
the Notes at their registered addresses.


 


(g)                                 The Notes shall be redeemable, at the Company’s option, in
whole or in part, at any time or from time to time.  Upon redemption of the Notes, the Company shall
pay a redemption price equal to the greater of:


 


(i)                                     100% of the principal amount of the Notes to be redeemed; and


 


(ii)                                  the sum of the present values of the Remaining Scheduled Payments
(as defined below) of the Notes being redeemed, discounted to the date of
redemption on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate (as defined below), plus 35 basis points,


 


plus, in each case of clauses (i) and (ii) of
this Section 2(g), accrued interest thereon to the date of redemption.


 


If the date of redemption is
on or after an Interest Record Date and on or before the related Interest Payment
Date, the accrued and unpaid interest, if any, shall be paid to the Person in
whose name the Note is registered at the close of business on such Interest
Record Date, and no additional interest shall be payable to Holders whose Notes
will be subject to redemption by the Company.


 


For purposes of this Section 2(g),
the following terms have the following meanings:


 


“Comparable
Treasury Issue” means the United States Treasury security selected
by an Independent Investment Banker as having a maturity comparable to the
remaining term of the Notes to be redeemed that would be used, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining
term of such Notes.


 


“Comparable
Treasury Price” means, with respect to any date of redemption, (a) the
average of the Reference Treasury Dealer Quotations for such redemption 


 


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date, after excluding the highest and lowest Reference
Treasury Dealer Quotations, or (b) if fewer than four such Reference
Treasury Dealer Quotations are provided to the Trustee, the average of all such
quotations.


 


“Independent Investment Banker” means the Reference Treasury
Dealer appointed by the Company.


 


“Reference
Treasury Dealer” means each of Banc of America Securities LLC, J.P.
Morgan Securities Inc., Deutsche Bank Securities Inc., a Primary Treasury
Dealer (as defined herein) selected by Wells Fargo Securities, LLC and their
respective successors, provided, however, that if any of the foregoing ceases to be a primary
U.S. Government securities dealer in New York City (a “Primary Treasury
Dealer”), the Company shall substitute therefor another Primary Treasury
Dealer; and (ii) any other Primary Treasury Dealers selected by the
Company.


 


“Reference
Treasury Dealer Quotations” means, with respect to each Reference
Treasury Dealer and any date of redemption, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue for the
Notes (expressed in each case as a percentage of its principal amount) quoted
in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third Business Day preceding that date of
redemption.


 


“Remaining
Scheduled Payments” means, with respect to each Note to be redeemed,
the remaining scheduled payments of the principal (or of the portion) thereof
and interest thereon that would be due after the related date of redemption
therefor but for such redemption; provided,
however, that, if that date of
redemption is not an Interest Payment Date with respect to such Note, the
amount of the next succeeding scheduled interest payment thereon will be
reduced by the amount of interest accrued thereon to that date of redemption.


 


“Treasury Rate” means, with respect to any date of
redemption, the rate per annum equal to the semi-annual equivalent yield to
maturity, computed as of the second Business Day immediately preceding that
date of redemption, of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for that date of redemption.


 


Notice of any redemption shall
be mailed at least 30 days but not more than 60 days before the date of redemption
to each Holder of Notes to be redeemed.  If
less than all the Notes are to be redeemed, the Notes to be redeemed shall be
selected by the Trustee by such method as the Trustee deems fair and
appropriate.  Unless the Company defaults
in payment of the redemption price, on and after the date of redemption,
interest shall cease to accrue on the Notes or portions thereof called for
redemption.


 


(h)                                 The Notes shall not be subject to any sinking fund.


 


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(i)                                     If a Change of Control Repurchase Event (as defined below)
occurs, unless the Company has exercised its right to redeem all of the Notes
as described under Section 2(g) above, each Holder of the Notes shall
have the right to require the Company to repurchase all or any part (equal to
$2,000 and integral multiples of $1,000 in excess thereof) of such Holder’s
Notes pursuant to the offer described below (the “Change of Control Offer”),
at a purchase price in cash equal to 101% of the principal amount of the Notes,
plus accrued and unpaid interest, if any, to, but not including, the date of
repurchase (subject to the right of Holders of record on the relevant Interest
Record Date to receive interest due on the relevant Interest Payment Date).


 


Within
30 days following any Change of Control Repurchase Event, or
at the Company’s option, prior to any Change of Control but after the public
announcement of the pending Change of Control, the
Company shall send, by first class mail, a notice to each Holder, with a copy
to the Trustee, which notice will govern the terms of the Change of Control
Offer, stating:


 


(i)                                     that such Change of Control Repurchase Event has occurred or
is pending and that such Holder has the right to require the Company to
repurchase such Holder’s Notes at a purchase price in cash equal to 101% of the
principal amount of the Notes plus accrued and unpaid interest, if any, to, but
not including, the date of repurchase (subject to the right of Holders of
record on the relevant Interest Record Date to receive interest due on the
relevant Interest Payment Date) (the “Change
of Control Payment”);


 


(ii)                                  if such notice is mailed prior to the date of consumption of
the Change of Control, that the Change of Control Offer is conditioned on the
Change of Control being consummated on or prior to the Change of Control
Payment Date;


 


(iii)                               the date of repurchase (which shall be no earlier than 30
days nor later than 60 days from the date the Change of Control Offer is
mailed) (the “Change of Control
Payment Date”); and


 


(iv)                              the procedures determined by the Company, consistent with the
Indenture, that a Holder must follow in order to have its Notes repurchased.


 


On the Change of Control
Payment Date, the Company shall, to the extent lawful:


 


(1)                                  accept for payment all Notes or portions of Notes (equal to
$2,000 and integral multiples of $1,000 in excess thereof) properly tendered
pursuant to the Change of Control Offer;


 


(2)                                  deposit with the Paying Agent an amount equal to the Change
of Control Payment in respect of all Notes or portions of Notes so tendered;
and


 


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(3)                                  deliver or cause to be delivered to the Trustee the Notes so
accepted together with an Officers’ Certificate stating the aggregate principal
amount of Notes or portions of Notes being repurchased by the Company and, to
the extent applicable, an executed new note or notes evidencing any unpurchased
portion of any Note or Notes surrendered for which the Trustee shall be
required to authenticate and deliver a new note or notes as provided below.


 


The Trustee shall promptly mail, or shall
cause the Paying Agent to promptly mail, to each Holder of Notes so
tendered the Change of Control Payment for such Notes, and the Trustee shall
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any, provided that
each such new note shall be in a principal amount of $2,000 and integral
multiples of $1,000 in excess thereof.


 


If the Change of Control Payment
Date is on or after an Interest Record Date and on or before the related
Interest Payment Date, any accrued and unpaid interest, if any, shall be paid
to the Person in whose name the Note is registered at the close of business on
such Interest Record Date, and no additional interest shall be payable to Holders
who tender pursuant to the Change of Control Offer.


 


The Company shall not be
required to make the Change of Control Offer upon a Change of Control
Repurchase Event if a third party makes an offer in the manner, at the times
and otherwise in compliance with the requirements set forth in the Indenture
applicable to the Change of Control Offer to be made by the Company and
repurchases all Notes validly tendered and not withdrawn under such offer.


 


The Company shall comply, to the extent applicable,
with the requirements of Rule 14e-1 under the Securities Exchange Act of
1934, as amended (the “Exchange Act”), and any other securities laws or regulations
thereunder to the extent those laws and regulations are applicable in
connection with the repurchase of the Notes as a result of a Change of Control
Repurchase Event.  To the extent that the
provisions of any such securities laws or regulations conflict with the Change
of Control Offer provisions in this Section 2(i), the Company shall comply
with those securities laws and regulations and will not be deemed to have
breached its obligations under the Change of Control Offer provisions in this Section 2(i) by
virtue of any such conflict.


 


For purposes of this Section 2(i),
the following terms have the following meanings:


 


“Change of Control” means:


 


·                  the consummation of any transaction
(including without limitation, any merger or consolidation) the result of which
is that any 


 


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“person” (as such term is
used in Sections 13(d)(3) of the Exchange Act) becomes the “beneficial
owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except
that such person shall be deemed to have “beneficial ownership” of all shares
that any such person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time), directly or indirectly, of more
than 50% of the total voting power of the Company’s Voting Stock (or the
Company’s successor by merger, consolidation or purchase of all or
substantially all of its assets) (for the purposes of this Section 2(i),
such person shall be deemed to beneficially own any of the Company’s Voting
Stock held by a parent entity, if such person “beneficially owns” (as defined
above), directly or indirectly, more than a majority of the voting power of the
Voting Stock of such parent entity); or


 


·                  the Company consolidates with, or merges with or
into, any person, or any person consolidates with, or merges with or into, the
Company, in any such event pursuant to a transaction in which any of the
Company’s outstanding Voting Stock or outstanding Voting Stock of such other
person is converted into or exchanged for cash, securities or other property,
other than any such transaction where the shares of the Company’s Voting Stock
outstanding immediately prior to such transaction constitute, or are converted
into or exchanged for, a majority of the Voting Stock of the surviving person
immediately after giving effect to such transaction; or


 


·                  the first day
on which a majority of the members of the Company’s Board of Directors are not
Continuing Directors; or


 


·                  the direct or
indirect sale, lease, transfer, conveyance or other disposition (other than by
way of merger or consolidation), in one or a series of related transactions, of
all or substantially all of the Company’s assets and the assets of the Subsidiaries
taken as a whole to any “person” (as such term is used in Sections 13(d) and
14(d) of the Exchange Act), other than to the Company or one of the
Company’s Subsidiaries; or


 


·                  the adoption by
the Company’s stockholders of a plan or proposal for its liquidation or
dissolution.


 


Notwithstanding the
foregoing, a transaction shall not be considered to be a Change of Control if (A) the
Company becomes a direct or indirect wholly owned Subsidiary of a holding
company and (B) immediately following that transaction, (1) the
direct or indirect holders of the Voting Stock of the holding company are
substantially the same as the holders of the Company’s Voting Stock immediately
prior to that transaction or (2) no person or group is the beneficial
owner, directly or indirectly, of more than a majority of the total voting
power of the Voting Stock of the holding company.


 


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“Change of Control Repurchase Event” means the occurrence of
both a Change of Control and a Rating Decline with respect to such Change of
Control.  Notwithstanding anything in this Section 2(i), no
Change of Control Repurchase Event will be deemed to have occurred in connection
with any particular Change of Control unless and until such Change of Control
has actually been consummated.


 


“Continuing Directors” means, as of any date of
determination, any member of the Company’s Board of Directors who (a) was
a member of the Company’s Board of Directors on the date of issuance of the Notes
or (b) was nominated for election or elected to the Company’s Board of Directors
with the approval of a majority of the Continuing Directors who were members of
the Company’s Board of Directors at the time of such nomination or election.


 


“Investment Grade” means BBB- or higher by S&P and Baa3
or higher by Moody’s, or the equivalent of such ratings by S&P or Moody’s
or, if either S&P or Moody’s shall not make a rating on the Notes publicly
available, another Rating Agency.


 


“Moody’s” means Moody’s Investors Service Inc. and its
successors.


 


“Rating
Agency” means each of S&P and Moody’s or, to the extent S&P
or Moody’s or both do not make a rating on the Notes publicly available, a “nationally
recognized statistical rating organization” (within the meaning of Rule 15c3-1(c)(2)(vi)(F) under
the Exchange Act) or “organizations”, as the case may be, selected by the
Company (as certified by a resolution of the Company’s Board of Directors),
which shall be substituted for S&P or Moody’s, or both, as the case may be.


 


“Rating
Decline” means, with respect to a Change of Control, the Notes cease
to be rated Investment Grade by each Rating Agency on any date during the
period (“Trigger Period”) from the date of the
public notice of an arrangement that could result in such Change of Control
until 60 days following the consummation of such Change of Control (which
Trigger Period will be extended for so long as the rating on the Notes is under
publicly announced consideration for a possible downgrade by either of the
Rating Agencies).


 


“S&P” means Standard & Poor’s Ratings Service, a
division of The McGraw-Hill Companies, Inc. and its successors.


 


“Voting Stock” of any specified Person as of
any date means the capital stock of such Person that is at the time entitled to
vote generally in the election of the board of directors, managers or trustees,
as applicable, of such Person.


 


(j)                                     The Notes shall be issued in denominations of $2,000 and
integral multiples of $1,000 in excess thereof.


 


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(k)                                  The Notes shall be issued only in registered form without
coupons.  The Notes shall be represented
by one or more Global Securities in the form set forth in Exhibit A hereto.


 


(l)                                     In the event of a declaration of acceleration of the
maturity of the Notes pursuant to Section 6.2 of the Indenture, 100% of the principal amount of the Notes shall be payable.


 


(m)                               The Notes shall be issued in United
States dollars.


 


(n)                                 Principal of and premium, if any, and interest on the Notes
shall be paid in United States dollars.


 


(o)                                 [N/A]


 


(p)                                 [N/A]


 


(q)                                 [N/A]


 


(r)                                    There shall be no additions to or changes in the Events of
Default (as defined in the Indenture) that apply to the Notes.  There shall be no change in the right of the
Trustee or the requisite Holders of the Notes to declare the principal amount
of the Notes due and payable pursuant to Section 6.2 of the Indenture.


 


(s)                                  Other than as set forth in Section 2(i) above,
there shall be no additions to or changes in the covenants set forth in Article IV
or V of the Indenture that apply to the Notes.


 


(t)                                    The Notes shall not be convertible to any other securities
of the Company.


 


(u)                                 The Notes shall be senior unsecured and unsubordinated debt
securities and shall rank equally with all of the Company’s existing and future
senior unsecured and unsubordinated indebtedness.  However, the Notes shall be structurally
subordinated to the indebtedness of the Company’s Subsidiaries and effectively subordinated
to any of the Company’s future secured indebtedness to the extent of the value
of the assets securing such indebtedness.


 


(v)                                 The Trustee shall act as the
Registrar, Paying Agent and Service Agent for the Notes.


 


 


[Signature page follows]


 


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IN WITNESS WHEREOF, the
undersigned has executed this Officers’ Certificate on behalf of the Company in
his or her capacity as specified below.


 


Dated:  November 5, 2009


 


 


	
   

  	
  AMPHENOL
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David Jositas 

  
	
   

  	
   

  	
  Name:
  David Jositas

  
	
   

  	
   

  	
  Title:
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Edward C. Wetmore

  
	
   

  	
   

  	
  Name:
  Edward C. Wetmore

  
	
   

  	
   

  	
  Title: Vice President, Secretary and General Counsel