Exhibit 10.10


 


EXECUTION
COPY


 


 


RECEIVABLES PURCHASE AGREEMENT





DATED AS OF JULY 31, 2006





AMONG





AMPHENOL FUNDING CORP.,

AS SELLER,





AMPHENOL CORPORATION,

AS SERVICER





ATLANTIC ASSET SECURITIZATION LLC,

AS CONDUIT PURCHASER





AND





CALYON NEW YORK BRANCH,

AS ADMINISTRATIVE AGENT FOR THE PURCHASERS


 

















 


TABLE
OF CONTENTS


 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE I.

  	
  AMOUNTS
  AND TERMS OF THE PURCHASES

  	
   

  	
  1

  
	
  Section 1.1.

  	
  Purchase Facility

  	
   

  	
  1

  
	
  Section 1.2.

  	
  Purchases; Commitment

  	
   

  	
  2

  
	
  Section 1.3.

  	
  Purchased Interest Computation

  	
   

  	
  4

  
	
  Section 1.4.

  	
  Non-Liquidation Settlement and Reinvestment
  Procedures

  	
   

  	
  4

  
	
  Section 1.5.

  	
  Liquidation Settlement Procedures

  	
   

  	
  5

  
	
  Section 1.6.

  	
  Deemed Collections; Reduction in Investment

  	
   

  	
  8

  
	
  Section 1.7.

  	
  Fees

  	
   

  	
  8

  
	
  Section 1.8.

  	
  Payments and Computations, Etc

  	
   

  	
  9

  
	
  Section 1.9.

  	
  Increased Capital

  	
   

  	
  9

  
	
  Section 1.10.

  	
  Requirements of Law

  	
   

  	
  10

  
	
  Section 1.11.

  	
  Inability to Determine Euro-Rate

  	
   

  	
  11

  
	
  Section 1.12.

  	
  Extension of Termination Date

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II.

  	
  REPRESENTATIONS
  AND WARRANTIES; COVENANTS;

  	
   

  	
  12

  
	
  Section 2.1.

  	
  Representations and Warranties; Covenants

  	
   

  	
  12

  
	
  Section 2.2.

  	
  Termination Events

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III.

  	
  INDEMNIFICATION

  	
   

  	
  13

  
	
  Section 3.1.

  	
  Indemnities by the Seller

  	
   

  	
  13

  
	
  Section 3.2.

  	
  Indemnities by the Servicer

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV.

  	
  ADMINISTRATION
  AND COLLECTIONS

  	
   

  	
  15

  
	
  Section 4.1.

  	
  Appointment of the Servicer

  	
   

  	
  15

  
	
  Section 4.2.

  	
  Duties of the Servicer

  	
   

  	
  16

  
	
  Section 4.3.

  	
  Establishment and Use of Certain Accounts

  	
   

  	
  17

  
	
  Section 4.4.

  	
  Enforcement Rights

  	
   

  	
  18

  
	
  Section 4.5.

  	
  Responsibilities of the Seller

  	
   

  	
  19

  
	
  Section 4.6.

  	
  Servicing Fee

  	
   

  	
  19

  
	
  Section 4.7.

  	
  Reporting

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V.

  	
  THE
  AGENTS

  	
   

  	
  20

  
	
  Section 5.1.

  	
  Appointment and Authorization

  	
   

  	
  20

  
	
  Section 5.2.

  	
  Delegation of Duties

  	
   

  	
  20

  
					



 


i

















 


	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 5.3.

  	
  Exculpatory Provisions

  	
   

  	
  21

  
	
  Section 5.4.

  	
  Reliance by Agents

  	
   

  	
  21

  
	
  Section 5.5.

  	
  Notice of Termination Events

  	
   

  	
  21

  
	
  Section 5.6.

  	
  Non-Reliance on Administrative Agent and Other
  Purchasers

  	
   

  	
  21

  
	
  Section 5.7.

  	
  Administrative Agents and Affiliates

  	
   

  	
  22

  
	
  Section 5.8.

  	
  Indemnification

  	
   

  	
  22

  
	
  Section 5.9.

  	
  Successor Administrative Agent

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI.

  	
  MISCELLANEOUS

  	
   

  	
  22

  
	
  Section 6.1.

  	
  Amendments, Etc

  	
   

  	
  22

  
	
  Section 6.2.

  	
  Notices, Etc

  	
   

  	
  23

  
	
  Section 6.3.

  	
  Successors and Assigns; Participations; Assignments;
  Opinions of Counsel

  	
   

  	
  23

  
	
  Section 6.4.

  	
  Costs, Expenses and Taxes

  	
   

  	
  25

  
	
  Section 6.5.

  	
  No Proceedings; Limitation on Payments

  	
   

  	
  26

  
	
  Section 6.6.

  	
  GOVERNING LAW AND JURISDICTION

  	
   

  	
  26

  
	
  Section 6.7.

  	
  Execution in Counterparts

  	
   

  	
  27

  
	
  Section 6.8.

  	
  Survival of Termination

  	
   

  	
  27

  
	
  Section 6.9.

  	
  WAIVER OF JURY TRIAL

  	
   

  	
  27

  
	
  Section 6.10.

  	
  Sharing of Recoveries

  	
   

  	
  27

  
	
  Section 6.11.

  	
  Right of Setoff

  	
   

  	
  28

  
	
  Section 6.12.

  	
  Entire Agreement

  	
   

  	
  28

  
	
  Section 6.13.

  	
  Headings

  	
   

  	
  28

  
	
  Section 6.14.

  	
  Purchasers’ Liabilities

  	
   

  	
  28

  
					



 


ii

















 


	
  EXHIBIT I

  	
  Definitions

  	
   

  	
   

  
	
  EXHIBIT II

  	
  Conditions of Purchases

  	
   

  	
   

  
	
  EXHIBIT III

  	
  Representations and Warranties

  	
   

  	
   

  
	
  EXHIBIT IV

  	
  Covenants

  	
   

  	
   

  
	
  EXHIBIT V

  	
  Termination
  Events

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SCHEDULE I

  	
  Credit and Collection Policy

  	
   

  	
   

  
	
  SCHEDULE II

  	
  Lock-Box Banks and Lock-Box Accounts

  	
   

  	
   

  
	
  SCHEDULE III

  	
  Trade Names

  	
   

  	
   

  
	
  SCHEDULE IV

  	
  Originators

  	
   

  	
   

  
	
  SCHEDULE V

  	
  UCC Filings

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ANNEX A

  	
  Form of Information Package

  	
   

  	
   

  
	
  ANNEX B

  	
  Form of Purchase Notice

  	
   

  	
   

  
	
  ANNEX C

  	
  Form of Assumption Agreement

  	
   

  	
   

  
	
  ANNEX D

  	
  Form of Transfer Supplement

  	
   

  	
   

  
	
  ANNEX E

  	
  Form of Amphenol Corporation Undertaking
  Agreement

  	
   

  	
   

  
	
  ANNEX
  F

  	
  List
  of Special Obligors

  	
   

  	
   

  
	
  ANNEX G

  	
  Purchaser Payment Account Information

  	
   

  	
   

  
	
  ANNEX H

  	
  Equivalent Long Term Ratings

  	
   

  	
   

  



 

















 


This RECEIVABLES PURCHASE
AGREEMENT (as amended, supplemented or otherwise modified from time to time,
this “Agreement”) is entered into as of July 31, 2006, among AMPHENOL FUNDING CORP.,
a Delaware
corporation, as seller (the “Seller”), AMPHENOL CORPORATION, a Delaware corporation (“Customer”), as initial servicer
(in such capacity, together with its successors and permitted assigns in such
capacity, the “Servicer”), CALYON NEW YORK BRANCH,
a French banking corporation, duly licensed under the law of the State of New
York (“Calyon”), as Administrative Agent for the Purchasers (in such capacity, the “Administrative
Agent”), and ATLANTIC ASSET SECURITIZATION LLC,
a Delaware limited liability company (“Atlantic”), as Conduit Purchaser.


 


PRELIMINARY STATEMENTS


 


Certain terms that are
capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits
hereto to the “Agreement” refer to this Agreement, as amended, supplemented or
otherwise modified from time to time.


 


The Seller has acquired,
and may continue to acquire, Receivables from the Originators, either by
purchase or contribution to the capital of the Seller, as determined from time
to time by the Seller and the Originators. The Seller desires to sell, transfer
and assign an undivided variable percentage ownership interest in the
Receivables Pool, and the Purchasers desire to acquire such undivided variable
percentage ownership interest, as such percentage ownership interest shall be
adjusted from time to time based upon, in part, reinvestment payments that are
made by such Purchasers.


 


In consideration of the
mutual agreements, provisions and covenants contained herein, the parties
hereto agree as follows:


 


ARTICLE I.



AMOUNTS AND TERMS OF THE PURCHASES


 


Section 1.1.            Purchase
Facility.


 


(a)                                  On
the terms and subject to the conditions hereof, the Seller may, from time to
time from the date hereof to but excluding the Facility Termination Date,
request that the Conduit Purchaser make purchases (each such purchase, a “Purchase”)
from the Seller of undivided percentage ownership interests in (i) all
Pool Receivables, (ii) all Related Security with respect to such Pool
Receivables, (iii) all Collections with respect to such Pool Receivables
(collectively, the “Pool Receivable Assets”), as part of the Purchased
Interest, or, only if the Conduit Purchaser denies such request or is unable to
fund (and provides notice of such denial or inability to the Seller and the
Administrative Agent), ratably request that the Related Committed Purchasers
make Purchases from the Seller of undivided percentage ownership interests in the
Pool Receivable Assets as part of the Purchased Interest from time to time
from the date hereof to but excluding the 


 


1

















 


Facility
Termination Date. Subject to Section 1.4 concerning reinvestments
of Collections, at no time will the Conduit Purchaser have any obligation to
make any such Purchase. Each Related Committed Purchaser hereby agrees, on the
terms and subject to the conditions hereof, to make each such Purchase
requested before the Facility Termination Date pursuant to Section 1.2(a),
to the extent that, after making such Purchase, its individual Investment would
not thereby exceed its Commitment and the Aggregate Investment would not (after
giving effect to all Purchases) exceed the Purchase Limit.


 


(b)                                 The
Seller may, upon at least forty-five (45) days’ written notice to the
Administrative Agent, reduce the unused portion of the Purchase Limit in whole
or in part (but not below the amount which would cause the Aggregate
Investment of the Purchasers to exceed their aggregate Commitment (after giving
effect to such reduction)); provided that each partial reduction shall be in
the amount of at least $5,000,000, or an integral multiple in excess thereof
and unless terminated in whole, the Purchase Limit shall in no event be reduced
below $25,000,000.


 


(c)                                  Effective
on the Purchase Date of each Purchase pursuant to Section 1.2 and
on the date of each reinvestment pursuant to Section 1.4, the
Seller hereby sells and assigns to the Administrative Agent for the benefit of
the Purchasers (ratably, in proportion to the individual Investments of the
Purchasers, if more than one) an undivided percentage ownership interest equal
to the Purchased Interest in the Pool Receivable Assets that are owned by the
Seller on each such Purchase Date and reinvestment date.


 


Section 1.2.            Purchases;
Commitment.


 


(a)                                  Each
Purchase hereunder shall be made upon the Seller’s irrevocable written notice
in the form of Annex B delivered to the Administrative Agent in accordance
with Section 6.2 (which notice must be received by the
Administrative Agent before 11:00 a.m., New York City time) at least two (2) Business
Days before the requested Purchase Date, which notice shall specify: (i) the
amount requested to be paid to the Seller (such amount, which shall be equal to
the lesser of (A) the amount requested and (B) the maximum amount
which would not cause the Aggregate Investment of the Conduit Purchaser and all
Related Committed Purchasers to exceed the Purchase Limit or the Investment of
any Related Committed Purchaser to exceed its Commitment), (ii) the
proposed Purchase Date of such Purchase (which shall be a Business Day), and (iii) a
pro forma calculation of the Purchased Interest after giving effect to the
increase in the Aggregate Investment as a result of such Purchase. If the
Purchase is requested from the Conduit Purchaser and the Conduit Purchaser
determines, in its sole discretion, to make the requested Purchase, the Conduit
Purchaser shall transfer to the Seller an amount equal to the amount in payment
of its Purchase on the requested Purchase Date. If the Purchase is requested
from the Related Committed Purchasers (in the case where the Conduit Purchaser
determined not to or was unable to make such Purchase), subject to the terms
and conditions hereof, each such Related Committed Purchaser shall transfer the
amount in payment of its ratable share of such Purchase into the Concentration
Account by no later than 1:00 p.m. (New York time) on the Purchase Date.


 


2

















 


(b)                                 On
the date of each Purchase, the Conduit Purchaser (or the Administrative Agent
on its behalf) or the Related Committed Purchasers, shall make available to the
Seller in same day funds, at Deutsche Bank Trust Company Americas, account
number 00450634, ABA 021001033, an amount, subject to the provision set forth
in Section 1.2(a), equal to the proceeds of such Purchase. Such
funds shall be remitted by the Servicer to the Seller and  shall be available for the ordinary business
purposes of the Seller or otherwise, subject to the provisions of the
Transaction Documents.


 


(c)                                  [Reserved].


 


(d)                                 To
secure all of the Seller’s obligations (monetary or otherwise) under this
Agreement and the other Transaction Documents to which it is a party, whether
now or hereafter existing or arising, due or to become due, direct or indirect,
absolute or contingent, the Seller hereby grants to the Administrative Agent,
for the benefit of the Purchasers, a security interest in all of the Seller’s
right, title and interest (including any undivided interest of the Seller) in,
to and under all of the following, whether now or hereafter owned, existing or
arising: (i) all Pool Receivables, (ii) all Related Security with
respect to such Pool Receivables, (iii) all Collections with respect to
such Pool Receivables, (iv) the Lock-Box Accounts, the Concentration
Account and all amounts on deposit therein, and all certificates and
instruments, if any, from time to time evidencing such Lock-Box Accounts, the
Concentration Account and amounts on deposit therein, (v) all rights (but
none of  the obligations) of the Seller
under the Sale Agreement and (vi) all proceeds of, and all amounts
received or receivable under any or all of, the foregoing (collectively, the “Pool
Assets”). The Administrative Agent, for the benefit of the Purchasers, shall
have, with respect to the Pool Assets, and in addition to all the other rights
and remedies available to the Administrative Agent and the Purchasers, all the
rights and remedies of a secured party under any applicable UCC. The Seller
hereby authorizes the filing of all financing statements necessary or in the
judgment of the Administrative Agent advisable in all applicable jurisdictions
to reflect and perfect the security interest granted by the Seller to the
Administrative Agent for the benefit of the Purchasers hereunder.


 


(e)                                  The
Seller may, with the written consent of the Administrative Agent on behalf of
the Conduit Purchaser, add additional Persons as Related Committed Purchasers
or cause an existing Related Committed Purchaser to increase its Commitment in
connection with a corresponding increase in the Purchase Limit; provided,
however, that the Commitment of any Related Committed Purchaser may only
be increased with the consent of such Related Committed Purchaser. Each new
Related Committed Purchaser shall become a party hereto and each Related
Committed Purchaser increasing its Commitment shall increase its Commitment, as
the case may be, by executing and delivering to the Administrative Agent
and the Seller an Assumption Agreement in the form of Annex C
hereto which Assumption Agreement shall, in the case of any new Related
Committed Purchaser be executed by each Purchaser then party to this Agreement.


 


3

















 


(f)                                    Each
Related Committed Purchaser’s obligation hereunder shall be several, such that
the failure of any Related Committed Purchaser to make a payment in connection
with any Purchase hereunder shall not relieve any other Related Committed
Purchaser of its obligation hereunder to make payment for any Purchase.
Further, in the event any Related Committed Purchaser fails to satisfy its
obligation to make a Purchase as required hereunder, upon receipt of notice of
such failure from the Administrative Agent, subject to the limitations set
forth herein, the non-defaulting Related Committed Purchasers shall purchase
the defaulting Related Committed Purchasers’ Commitment Percentage of the
related Purchase pro rata in proportion to their relative Commitment
Percentages determined without regard to the Commitment Percentage of the
defaulting Related Committed Purchaser. Notwithstanding anything in this paragraph
(f) to the contrary, no Related Committed Purchaser shall be required
to make a Purchase pursuant to this paragraph for an amount which would cause
the Investment of such Related Committed Purchaser (after giving effect to such
Purchase) to exceed its Commitment.


 


Section 1.3.                                   Purchased
Interest Computation. The Purchased Interest shall be initially computed on
the date of the initial Purchase hereunder. Thereafter, until the Facility
Termination Date, such  Purchased
Interest shall be automatically recomputed (or deemed to be recomputed) on each
Business Day other than a Termination Day. On any Termination Day, the
Purchased Interest shall be deemed to be 100%. The Purchased Interest shall be
reduced to zero when (i) the Aggregate Investment and the Aggregate Yield
of all Purchasers shall have been paid in full, (ii) all amounts owed by
the Seller and the Servicer hereunder to each Purchaser, the Administrative
Agent and any other Indemnified Party or Affected Person shall have been paid
in full and (iii) the Servicer shall have received the accrued Servicing
Fee thereon.


 


Section 1.4.                                   Non-Liquidation
Settlement and Reinvestment Procedures. On each day on which Collections
are received (or deemed received) by the Seller or the Servicer and which day
is not a Termination Day, the Servicer, out of such Collections and any
Collections received prior to such day and not previously set aside or paid
pursuant to this Section 1.4 or Section 1.5, shall take
the following actions:


 


(a)                                  the
Servicer shall remit to Concentration Account and therein shall, if and to the
extent requested by the Administrative Agent from time to time in its sole
discretion, set aside, segregate and hold in trust, an amount equal to the sum
of the accrued and unpaid Servicing Fee and the accrued and unpaid Aggregate
Yield of all Purchasers and all accrued and unpaid Fees payable pursuant to the
Fee Letter, and the Servicer shall (regardless of whether it has been directed
to set aside, segregate and hold such amounts in trust) on the next Settlement
Date, pay from the Concentration Account (x) to the Purchasers an amount equal
to all accrued and unpaid Aggregate Yield of all Purchasers and Fees payable
pursuant to the Fee Letter (as calculated by the Administrative Agent) for the
immediately preceding Fixed Period and (y) to the Servicer, the accrued and
unpaid Servicing Fee; and


 


(b)                                 reinvest
such Collections remaining after application of such Collections as provided in
paragraph (a) above and representing a return of the Aggregate
Investment, ratably, in proportion to the Investments of the Purchasers, in
Pool Receivable Assets; provided, however, that (i) if the
Conduit Purchaser has provided 


 


4

















 


notice (a “Declining
Notice”) to the Administrative Agent and the Servicer that the Conduit
Purchaser (a “Declining Conduit Purchaser”) no longer wishes Collections
with respect to any Portion of Investment funded or maintained by it to be
reinvested pursuant to this paragraph (b); (ii) if any Related
Committed Purchaser (an “Exiting Purchaser”) has refused, pursuant to Section 1.12,
to extend its Commitment hereunder; or (iii) if the Seller has provided
notice pursuant to Section 1.6(b) of a reduction in the Aggregate
Investment, then (x) in the case of clause (i) or (ii), the
portion of such Collections allocable to the Declining Conduit Purchaser and/or
the Exiting Purchasers (determined pursuant to the proviso in Section 1.5(c)(2))
shall not be reinvested and shall instead be held in trust in the Concentration
Account for the benefit of such Purchasers and applied in accordance with Section 1.5(c)(2),
below, and (y) in the case of clause (iii), such Collections shall not
be reinvested and shall instead be held in trust in the Concentration Account
for the benefit of all Purchasers ratably in proportion to their Investments
and applied in accordance with Section 1.5(c)(1); and


 


(c)                                  remit
the balance, if any, of such Collections remaining after the applications
provided in paragraphs (a) and (b), above, to the Seller for
its own account. Such Collections remitted to the Seller shall be available for
the ordinary business purposes of the Seller or otherwise, subject to the
provisions of the Transaction Documents.


 


Section 1.5.                                   Liquidation
Settlement Procedures.


 


(a)                                  If
at any time other than a Termination Day, the Purchased Interest is greater
than 100%, then the Seller shall not later than the next Business Day remit to
the Administrative Agent, and the Administrative Agent shall pay to the
Purchasers (ratably, based on the Investment of each such Purchaser) an amount
that, when applied to reduce the Investment of each Purchaser, will cause the
Purchased Interest to be less than or equal to 100%; it  being  understood
that if any such amounts are not so paid by the Seller a Termination Event
shall have occurred and be continuing until the Purchased Interest is less than
or equal to 100%, and the Servicer shall cease applying Collections pursuant to
Section 1.4 and shall instead remit all Collections to the
Administrative Agent for distribution by the Administrative Agent in accordance
with the provisions set forth in paragraph (d) below, until the
Purchased Interest is less than or equal to 100% and no other Termination Event
has occurred and is continuing.


 


(b)                                 On
any day following the delivery of a Declining Notice or Exiting Notice or a
notice of a reduction of the Aggregate Investment pursuant to Section 1.6(b),
the Servicer shall deposit or cause to be remitted to the Administrative Agent
for the benefit of the Purchasers (and the Administrative Agent shall pay such
amounts to the Purchasers on the next Settlement Date with respect to any
Portion of Investment pursuant to paragraph (c) below), all amounts
previously set aside in the Concentration Account pursuant to Section 1.4(b).


 


(c)                                  On
any Business Day that is not a Termination Day, so long as any Declining
Conduit Purchaser’s or Exiting Purchaser’s Investment has not been reduced to
zero or the Aggregate Investment has not been reduced to the amount specified
by the 


 


5

















 


Seller pursuant to
Section 1.6(b), the Administrative Agent shall apply the funds
retained in the Concentration Account pursuant to Section 1.4(b) in
the following manner (each such application, a “Partial Liquidation”):


 


(1)                                  First,
if the Aggregate Investment has not been reduced to the amount specified by the
Seller pursuant to Section 1.6(b), the Servicer first shall remit
to the Administrative Agent from such Collections the portion of the
Collections retained in the Concentration Account pursuant to Section 1.4(b) that
are allocable to the Investments of all Purchasers, and the Administrative
Agent shall pay from such amounts ratably to all Purchasers in proportion to
their Investments the amount necessary to reduce the Aggregate Investment to
the amount specified by the Seller;


 


(2)                                  Second,
after remitting any Collections as provided in clause (1), Servicer
shall remit to the Administrative Agent from such Collections the portion of
the Collections retained in the Concentration Account that are allocable to the
Investments of the Declining Conduit Purchaser and/or the Exiting Purchasers
(determined as set forth in the proviso to this clause (2)), and the
Administrative Agent shall pay from such amounts (A) for the account of
the Conduit Purchaser the amount necessary to reduce the Investment of the
Conduit Purchaser to an amount that is equal to or less than the Purchase Limit
based on the Commitments of all Related Committed Purchasers at such time that
are not Exiting Purchasers, and (B) to the Declining Conduit Purchaser and
each Exiting Purchaser, the amount of such Declining Conduit Purchaser’s or
Exiting Purchaser’s Investment to the extent of such Collections; provided
that solely for purposes of determining such Declining Conduit Purchaser’s or
Exiting Purchaser’s ratable share of such Collections applicable to its
Investment (and not for purposes of calculating any Fees or Yield payable to
such Purchaser hereunder), such Purchaser’s Investment shall be deemed to
remain constant from the date such Purchaser becomes a Declining Conduit
Purchaser or Exiting Purchaser until the date such Declining Conduit Purchaser’s
or Exiting Purchaser’s Investment has been paid in full, except that such
Investments shall be reduced by the amount of any distribution pursuant to clause
(1) of this paragraph (c);


 


(d)                                 On
each Termination Day, the Servicer shall deposit or cause to be remitted to the
Administrative Agent, for the benefit of the Conduit Purchaser and the Related
Committed Purchasers, all Collections received on such day in respect of the
Purchased Interest, to be applied by the Administrative Agent on each
Settlement Date thereafter with respect to each Portion of Investment to the
payment in full of (i) the accrued Aggregate Yield, (ii) the
outstanding Investment of each applicable Purchaser, and (iii) all other
amounts payable to the Purchasers and their assigns in respect of indemnities,
fees, costs and expenses hereunder and not covered in clauses (i) and
(ii) of this paragraph (d). On each such day, the
Administrative Agent shall deposit to the account of the Servicer, from the
amounts set aside for the Purchasers pursuant to the preceding sentence which
remain after payment in full of the aforementioned amounts, the accrued
Servicing Fee. If there shall be insufficient funds held by the Administrative
Agent following deposits therein by the Servicer pursuant to the first sentence
of this paragraph (d), for the Administrative Agent to distribute funds
in payment in full of the aforementioned amounts, the Administrative Agent
shall distribute such funds on the next 


 


6

















 


succeeding
Settlement Date (and on each Settlement Date thereafter, if applicable) in the
following order of priority:


 


(1)                                  first,
in payment of the accrued Aggregate Yield and all Fees payable to the
Administrative Agent and Purchasers pursuant to the Fee Letter;


 


(2)                                  second,
if Amphenol Corporation or any Affiliate of Amphenol Corporation is not then
the Servicer (and if such amount has not already been paid by operation of the
first sentence of this paragraph (d)), to the Servicer, in payment of
the accrued and unpaid Servicing Fee;


 


(3)                                  third,
in reduction to zero of the Investment of each applicable Purchaser;


 


(4)                                  fourth,
in payment of all other amounts payable to the Purchasers and their assigns in
respect of indemnities, fees, costs and expenses hereunder and not covered in clauses
(1) through (3) above; and


 


(5)                                  fifth,
if Amphenol Corporation or any Affiliate of Amphenol Corporation is the
Servicer (and if such amount has not already been paid by operation of the
first sentence of this paragraph (d)), to its account as Servicer, in
payment of the accrued and unpaid Servicing Fee.


 


The
Administrative Agent shall distribute such amounts held by it to the Purchasers
entitled thereto on the next succeeding Settlement Date; provided that
if such funds are insufficient on any such Settlement Date to pay all of the
above amounts in full, the Administrative Agent shall pay such amounts to the Purchasers
in the order of priority set forth above, and with respect to any such category
above for which the Servicer shall have insufficient funds to pay all amounts
owing on such date, ratably (based on the amounts in such categories owing to
such Persons) among all such Persons entitled to payment thereof.


 


(e)                                  Following
the date on which the Investment of each Purchaser has been reduced to zero and
all accrued Aggregate Yield, Fees, Servicing Fees and all other amounts payable
to the Purchasers, the Administrative Agent, each Indemnified Party and
Affected Person and their assigns hereunder have been paid in full, (i) the
Purchased Interest shall be reduced to zero, (ii) the Purchasers shall be
deemed to have reconveyed to the Seller all of the Purchasers’ right, title and
interest in, to and under the Receivables, Related Security, Collections and
proceeds with respect thereto, and (iii) the Purchasers shall execute and
deliver to the Seller, at the Seller’s expense, such documents or instruments
as are necessary to terminate the Purchasers’ respective interests in the
Receivables, Related Security, Collections and proceeds with respect thereto. Any
such documents shall be prepared by or on behalf of the Seller. Thereafter, any
remaining Collections shall be solely for the account of the Seller.


 


7

















 


Section 1.6.                                   Deemed
Collections; Reduction in Investment.


 


(a)                                  For
the purposes of this Agreement:


 


(1)                                  if
on any day the Outstanding Balance of any Pool Receivable is reduced or
adjusted as a result of a Dilution, the Seller shall be deemed to have received
on such day a Collection of such Pool Receivable in the amount of such
reduction or adjustment; and


 


(2)                                  if
on any day any of the representations or warranties in Section 1(m) or Section 3
of Exhibit III is not true with respect to any Pool Receivable, the
Seller shall be deemed to have received on such day a Collection of such Pool
Receivable in full (Collections deemed to have been received pursuant to clauses
(1) and (2) of this paragraph (a) are
hereinafter sometimes referred to as “Deemed Collections”).


 


(b)                                 If
at any time the Seller shall wish to cause the reduction of Aggregate
Investment (but not to commence the liquidation, or reduction to zero, of the entire
Aggregate Investment), the Seller may do so as follows:


 


(1)                                  the
Seller shall give the Administrative Agent and the Servicer at least two (2) Business
Days’ prior written notice thereof (such notice shall include the amount of
such proposed reduction and the proposed date on which such reduction will
commence); and;


 


(2)                                  on
the proposed date of commencement of such reduction and on each day thereafter,
the Servicer shall cause Collections not to be reinvested pursuant to Section 1.4(b) until
the amount thereof not so reinvested shall equal the desired amount of
reduction;


 


provided, that:


 


(A)                              the
amount of any such reduction shall be not less than $5,000,000 and shall be an
integral multiple of $1,000,000, and the entire Aggregate Investment after giving
effect to such reduction shall be not less than $5,000,000 and shall be in an
integral multiple of $1,000,000 (unless the Aggregate Investment  shall have been reduced to zero); and


 


(B)                                the
Seller shall choose a reduction amount, and the date of commencement thereof,
so that to the extent practicable such reduction shall commence and conclude in
the same Fixed Period.


 


Section 1.7.                                   Fees.
The Seller shall pay to the Administrative Agent for the benefit of the related
Purchasers certain fees in the amounts and on the dates set forth in one or
more letters, dated the date hereof, each such letter (as amended,
supplemented, or otherwise modified from time to time, a “Fee Letter”) in each
case among the Seller, the Servicer, and the Administrative Agent.


 


8

















 


Section 1.8.                                   Payments
and Computations, Etc.


 


(a)                                  All
amounts to be paid or deposited by the Seller or the Servicer hereunder shall
be made without reduction for offset or counterclaim and shall be paid or deposited
no later than 11:00 a.m. (New York City time) on the day when due in same
day funds to the account or accounts listed on Annex G (as such Annex
G may be modified from time to time by the Administrative Agent by
notice to the Servicer and Seller). All amounts received after 11:00 a.m.
(New York City time) will be deemed to have been received on the next Business
Day.


 


(b)                                 The
Seller or the Servicer, as the case may be, shall, to the extent permitted
by law, pay interest on any amount not paid or deposited by the Seller or the
Servicer, as the case may be, when due hereunder, at an interest rate
equal to 2.0% per annum above the Base Rate, payable on demand.


 


(c)                                  All
computations of interest under paragraph (b) and all computations
of Yield, Fees and other amounts hereunder shall be made on the basis of a year
of 360 (or 365 or 366, as applicable, with respect to Yield or other amounts
calculated by reference to the Base Rate) days for the actual number of days
elapsed. Whenever any payment or deposit to be made hereunder shall be due on a
day other than a Business Day, such payment or deposit shall be made on the
next Business Day and such extension of time shall be included in the
computation of such payment or deposit.


 


Section 1.9.                                   Increased
Capital.


 


(a)                                  If
any Affected Person reasonably determines that the existence of or compliance
with: (i) any law or regulation or any change therein or in the
interpretation or application thereof, in each case adopted, issued or
occurring after the date hereof, or (ii) any request, guideline or
directive from any central bank or other Governmental Authority (whether or not
having the force of law) issued or occurring after the date of this Agreement,
affects or would affect the amount of capital required or expected to be
maintained by such Affected Person, and such Affected Person determines that
the amount of such capital is increased by or based upon the existence of any
commitment to make purchases of (or otherwise to maintain the investment in)
Pool Receivables related to this Agreement or any related liquidity facility,
credit enhancement facility or other commitments of the same type, then, upon
demand by such Affected Person (with a copy to the Administrative Agent), the
Seller shall promptly pay to the Administrative Agent, for the account of such
Affected Person, from time to time as specified by such Affected Person,
additional amounts sufficient to compensate such Affected Person in the light
of such circumstances, to the extent that such Affected Person reasonably
determines such increase in capital to be allocable to the existence of any of
such commitments, but (with respect to any single event or circumstance giving
rise to a claim) not for any period more than ninety (90) days prior to the
date of the applicable claim. Each Affected Person will deliver a certificate
of a responsible officer of such Affected person setting forth (i) the
legal, regulatory or other action that is the basis for the claim, (ii) the
amount or amounts  necessary to compensate
such Affected Person for such increased capital and (iii) reasonable
detail of the calculations of the amount necessary to compensate such Lender
for such increased capital, provided, however, that no Affected Person
shall be required to disclose any confidential or tax planning information in
any such certificate. All 


 


9

















 


determinations,
estimates, assumptions, allocations, and the like required for the
determination of such amount or amounts shall be made by each Affected person
in good faith, but a certificate as to such amounts submitted to the Seller and
the Administrative Agent by such Affected Person shall be conclusive and
binding for all purposes, absent manifest error.


 


(b)                                 In
determining the additional amounts necessary to compensate an Affected Person
pursuant to paragraph (a) above, such Affected Person may use
any reasonable method of averaging and attribution that it (in its sole and
absolute discretion) shall deem applicable.


 


(c)                                  Notwithstanding
the foregoing, the Seller shall not be obligated to make any payment in respect
of any requirement for increased capital in an amount exceeding the ratio of
the Purchase Limit or the Commitment (as applicable) of the Affected Person
under this Agreement to the aggregate capital commitments of the Affected
Person with respect to all similarly situated and affected facilities in which
such Affected Person holds an interest.


 


(d)                                 Each
Affected Person agrees to use reasonable efforts (consistent with its internal
policies and with applicable legal and regulatory restrictions) to change the
jurisdiction of its Lending Office if making such change would avoid the need
for, or reduce the amount of, any amount payable under this Section 1.9
that may thereafter accrue and would not, in the reasonable judgment of
such Affected Person, be otherwise disadvantageous to such Affected Person.


 


Section 1.10.                             Requirements
of Law.


 


(a)                                  If,
due to either: (i) any law or regulation or any change therein or in the
interpretation or application thereof, in each case adopted, issued or
occurring after the date hereof, or (ii) any request, guideline or
directive from any central bank or other Governmental Authority (whether or not
having the force of law) issued or occurring after the date of this Agreement,
there shall be (x) any increase in the cost, (y) any reduction in any amount
receivable hereunder or (z) any tax of any kind whatsoever (but excluding taxes
imposed on the overall pre-tax net income of such Affected Person, and
franchise taxes imposed on such Affected Person, by the jurisdiction under the
laws of which such Affected Person is organized or a political subdivision
thereof) with respect to this Agreement, any increase in the Purchased Interest
or any portion thereof or in the amount of such Person’s Investment relating
thereto, or does or shall change the basis of taxation of payments to such
Affected Person on account of Collections, Yield or any other amounts payable
hereunder to any Affected Person of agreeing to purchase or purchasing, or
maintaining the ownership of, the Purchased Interest or any portion thereof in
respect of which Yield is computed by reference to the Euro-Rate (any such
increased cost, reduction in payment or tax, an “Increased Cost”), then, upon
demand by such Affected Person, the Seller shall promptly pay to such Affected
Person, from time to time as specified by such Affected Person, additional
amounts sufficient to compensate such Affected Person for such Increased Cost,
but (with respect to any single event or circumstance giving rise to a claim)
not for any period more than ninety (90) days prior to 


 


10

















 


the date of the
applicable claim. Each Affected Person will deliver a certificate of a
responsible officer of such Affected person setting forth (i) the legal,
regulatory or other action that is the basis for the claim, (ii) the
amount or amounts  necessary to
compensate such Affected Person for such Increased Cost and (iii) reasonable
detail of the calculations of the amount necessary to compensate such Lender
for such Increased Cost, provided, however, that no Affected Person
shall be required to disclose any confidential or tax planning information in
any such certificate. All determinations, estimates, assumptions, allocations,
and the like required for the determination of such amount or amounts shall be
made by each Affected Person in good faith, but a certificate as to such
amounts submitted to the Seller and the Administrative Agent by such Affected
Person shall be conclusive and binding for all purposes, absent manifest error.


 


(b)                                 Notwithstanding
the foregoing, the Seller shall not be obligated to make any payment in respect
of any requirement for Increased Cost in an amount exceeding the ratio of the
Purchase Limit or the Commitment (as applicable) of the Affected Person under
this Agreement to the aggregate capital commitments of the Affected Person with
respect to all similarly situated and affected facilities in which such Affected
Person holds an interest.


 


(c)                                  Each
Affected Person agrees to use reasonable efforts (consistent with its internal
policies and with applicable legal and regulatory restrictions) to change the
jurisdiction of its Lending Office if making such change would avoid the need
for, or reduce the amount of, any amount payable under this Section 1.10
that may thereafter accrue and would not, in the reasonable judgment of
such Affected Person, be otherwise disadvantageous to such Affected Person.


 


Section 1.11.                             Inability
to Determine Euro-Rate. (a)  If the Administrative Agent determines
before the first day of any Fixed Period with respect to any Portion of
Investment (which determination shall be final and conclusive) that, by reason
of circumstances affecting the interbank eurodollar market generally, deposits
in dollars (in the relevant amounts for such Fixed Period) are not being
offered to banks in the interbank eurodollar market for such Fixed Period, or
adequate means do not exist for ascertaining the Euro-Rate for such Fixed
Period, then until the Administrative Agent notifies the Seller that the
circumstances giving rise to such suspension no longer exist (a) no
Portion of Investment shall be funded at a discount rate (for the related
Yield) determined by reference to the Euro-Rate and (b) the Yield for any
outstanding Portions of Investment then funded at discount rate (for the
related Yield) determined by reference to the Euro-Rate shall, on the last day
of the then current Fixed Period, be converted to discount rate (for the
related Yield) determined by reference to the Base Rate.


 


(b)                                 If,
on or before the first day of any Fixed Period, the Administrative Agent shall
have been notified by any Purchaser or Liquidity Provider that, such Person has
determined (which determination shall be final and conclusive) that, any
enactment, promulgation or adoption of or any change in any applicable law, rule or
regulation, or any change in the interpretation or administration thereof by a
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by such Person with any
guideline, request or directive (whether or not having the force of law) of any
such authority, central bank or comparable agency


 


11

















 


shall make it
unlawful or impossible for such Person to fund or maintain any Portion of
Investment at a discount rate (for the related Yield)  based upon the Euro-Rate, then until the
Administrative Agent notifies the Seller that the circumstances giving rise to
such determination no longer apply, (a) no Portion of Investment shall be
funded at a discount rate (for the related Yield) determined by reference to
the Euro-Rate and (b) the Yield for any outstanding Portions of Investment
then funded at a discount rate (for the related Yield) determined by reference
to the Euro-Rate shall be converted to a discount rate (for the related Yield)
determined by reference to the Base Rate either (i) on the last day of the
then current Fixed Period if such Person may lawfully continue to maintain
such Portion of Investment at a discount rate (for the related Yield)
determined by reference to the Euro-Rate to such day, or (ii) immediately,
if such Person may not lawfully continue to maintain such Portion of
Investment at a discount rate (for the related Yield) determined by reference
to the Euro-Rate to such day.


 


Section 1.12.                             Extension
of Termination Date. The Seller may request the extension of any
Related Committed Purchaser’s Commitment Expiry Date for an additional three
hundred and sixty four (364) days from time to time by providing the
Administrative Agent with a written request for such extension no fewer than
sixty (60) days prior to such Related Committed Purchaser’s Commitment Expiry
Date then in effect. The Administrative Agent shall provide written notice to
the Seller on or prior to the thirtieth (30th) day (the “Consent Date”)
before the applicable Related Committed Purchaser’s Commitment Expiry Date then
in effect of its desire to extend (any such Committed Purchaser an “Extending
Committed Purchaser”) or not to so extend such date; provided, however,
that notwithstanding anything to the contrary herein, failure to provide such
notice shall be deemed to be a refusal by such Related Committed Purchaser to
so extend its Commitment Expiry Date. If Related Committed Purchasers holding
less than 100% of the aggregate Commitment of all Commitments consent to such
extension, then the Purchase Limit shall be reduced to an amount equal to the
aggregate of the Commitments of all Related Committed Purchasers other than the
Related Committed Purchasers that do not consent to such extension.


 


ARTICLE II.



REPRESENTATIONS AND WARRANTIES; COVENANTS;


 


TERMINATION EVENTS


 


Section 2.1.                                   Representations
and Warranties; Covenants. Each of the Seller, Amphenol Corporation and the
Servicer hereby makes the representations and warranties, and hereby agrees to
perform and observe the covenants, applicable to it set forth in Exhibits III and IV,
respectively.


 


Section 2.2.                                   Termination
Events. If any of the Termination Events set forth in Exhibit V shall occur, the
Administrative Agent may (with the consent of the Majority Purchasers) or
shall (at the direction of the Majority Purchasers), by notice to the Seller,
declare the Facility Termination Date to have occurred (in which case the
Facility Termination Date shall be deemed to have occurred); provided, that the Facility Termination Date
shall occur automatically upon 


 


12

















 


the
occurrence of any event (without any requirement for the passage of time or the
giving of notice) described in paragraphs (f), (g) or (h) of
Exhibit V. Upon any such
declaration, occurrence or deemed occurrence of the Facility Termination Date,
the Administrative Agent and each Purchaser shall have, in addition to the
rights and remedies that they may have under this Agreement, all other
rights and remedies provided after default under the New York UCC and under
other applicable law, which rights and remedies shall be cumulative.


 


ARTICLE III.



INDEMNIFICATION


 


Section 3.1.                                   Indemnities
by the Seller. Without limiting any other rights that any Purchaser,
Liquidity Provider, the Administrative Agent or any Program Support Provider or
any of their respective Affiliates, employees, officers, directors, agents,
counsel, successors, transferees or assigns (each, an “Indemnified Party”) may have
hereunder or under applicable law, the Seller hereby agrees to indemnify each
Indemnified Party from and against any and all claims, damages, expenses,
costs, losses and liabilities (including Attorney Costs) (all of the foregoing
being collectively referred to as “Indemnified Amounts”) arising out of or
resulting from this Agreement (whether directly or indirectly), the use of
proceeds of purchases or reinvestments, the ownership of the Purchased
Interest, or any interest therein, or in respect of any Receivable, Related
Security or Contract, excluding, however: 
(a) Indemnified Amounts to the extent resulting from gross
negligence or willful misconduct on the part of such Indemnified Party or
its employees, officers, directors, agents or counsel, (b) recourse with
respect to any Receivable to the extent that such Receivable is uncollectible
on account of the insolvency, bankruptcy or lack of credit worthiness of the
related Obligor, or (c) any overall net income taxes or franchise taxes
imposed on such Indemnified Party by the jurisdiction under the laws of which
such Indemnified Party is organized or any political subdivision thereof or in
which its Lending Office is located. Without limiting or being limited by the
foregoing, and subject to the exclusions set forth in the preceding sentence,
the Seller shall pay on demand to each Indemnified Party any and all amounts
necessary to indemnify such Indemnified Party from and against any and all
Indemnified Amounts relating to or resulting from any of the following:


 


(i)                                     the
failure of any Receivable included in the calculation of the Net Receivables
Pool Balance as an Eligible Receivable to be an Eligible Receivable, the
failure of any information contained in an Information Package to be true and
correct, or the failure of any other information provided to such Indemnified
Party by the Seller or Servicer  with
respect to Receivables or this Agreement to be true and correct,


 


(ii)                                  the
failure of any representation, warranty or statement made or deemed made by the
Seller (or any of its officers) under or in connection with this Agreement to
have been true and correct as of the date made or deemed made in all respects
when made,


 


(iii)                               the
failure by the Seller to comply with any applicable law, rule or
regulation with respect to any Pool Receivable or the related Contract, or the
failure of any Pool Receivable or the related Contract to conform to any
such applicable law, rule or regulation,


 


13

















 


(iv)                              the
failure to vest in the Administrative Agent (for the benefit of the Purchasers)
a valid and enforceable: (A) perfected undivided percentage ownership
interest, to the extent of the Purchased Interest, in the Receivables in, or
purporting to be in, the Receivables Pool and the other Pool Assets, or  (B) first priority perfected security
interest in the Pool Assets, in each case, free and clear of any Adverse Claim,


 


(v)                                 the
failure to have filed, or any delay in filing, financing statements or other
similar instruments or documents under the UCC of any applicable jurisdiction
or other applicable laws with respect to any Receivables in, or purporting to
be in, the Receivables Pool and the other Pool Assets, whether at the time of
any purchase or reinvestment or at any subsequent time,


 


(vi)                              any
dispute, claim, offset or defense (other than discharge in bankruptcy of the
Obligor thereon) of the Obligor thereon to the payment of any Receivable in, or
purporting to be in, the Receivables Pool (including a defense based on such
Receivable or the related Contract not being a legal, valid and binding obligation
of such Obligor enforceable against it in accordance with its terms), or any
other claim resulting from the sale of the goods or services related to such
Receivable or the furnishing or failure to furnish such goods or services or
relating to collection activities with respect to such Receivable,


 


(vii)                           any
failure of the Seller, any Affiliate of the Seller or the Servicer to perform its
duties or obligations in accordance with the provisions hereof or under the
Contracts,


 


(viii)                        any
products liability or other claim, investigation, litigation or proceeding
arising out of or in connection with merchandise, insurance or services that
are the subject of any Contract,


 


(ix)                                the
commingling of Collections at any time with other funds,


 


(x)                                   any
investigation, litigation or proceeding related to this Agreement or the use of
proceeds of purchases or reinvestments or the ownership of interests in the
Receivables or in respect of any Receivable, Related Security or Contract, or


 


(xi)                                any
reduction in the Aggregate Investment as a result of the distribution of
Collections pursuant to Section 1.5,
if all or a portion of such distributions shall thereafter be rescinded or
otherwise must be returned for any reason.


 


Section 3.2.                                   Indemnities
by the Servicer. Without limiting any other rights that any Indemnified
Party may have hereunder or under applicable law, the Servicer hereby
agrees to indemnify each Indemnified Party from and against any and all
Indemnified Amounts arising out of or resulting from (whether directly or
indirectly): (a) the failure of any information contained in an
Information Package to be true and correct, or the failure of any other
information provided to such Indemnified Party by, or on behalf of, the
Servicer to be true and correct, (b) the failure of any representation,
warranty or statement made or deemed made by the Servicer (or any of its
officers) under or in connection with this Agreement or any other Transaction
Document to which it is a party to have been true and correct as of the date made
or deemed made in all 


 


14

















 


respects
when made, (c) the failure by the Servicer to comply with any applicable
law, rule or regulation with respect to any Pool Receivable or the related
Contract, (d) any dispute, claim, offset or defense of the Obligor to the
payment of any Receivable in, or purporting to be in, the Receivables Pool
resulting from or related to the collection activities with respect to such
Receivable, (e) the commingling of Collections at any time with other
funds or (f) any failure of the Servicer to perform its duties or
obligations in accordance with the provisions hereof or any other Transaction
Document to which it is a party.


 


ARTICLE IV.



ADMINISTRATION AND COLLECTIONS


 


Section 4.1.                                   Appointment
of the Servicer.


 


(a)                                  The
servicing, administering and collection of the Pool Receivables shall be
conducted by the Person so designated from time to time as the Servicer in
accordance with this Section. Until the Administrative Agent gives notice to Amphenol Corporation (in
accordance with this Section 4.1) of the designation of a new
Servicer, Amphenol
Corporation is hereby designated as, and hereby agrees to perform the
duties and obligations of, the Servicer pursuant to the terms hereof. Upon the
occurrence of a Termination Event, the Administrative Agent may (with the
consent of the Majority Purchasers) or shall (at the direction of the Majority
Purchasers) designate as Servicer any Person (including itself) to succeed Amphenol Corporation or any
successor Servicer, on the condition in each case that any such Person so
designated shall agree to perform the duties and obligations of the
Servicer pursuant to the terms hereof. Prior to designating such Person, the
Administrative Agent agrees to use reasonable efforts to obtain at least two
competitive bids from Persons acceptable to the Administrative Agent and the
rating agencies then rating the Conduit Purchaser’s Notes, and agrees to
designate as the new Servicer such Person submitting the lowest of such bids;
provided, however, that such Person’s bid meets all requirements of the
Administrative Agent specified in its request for such bids; and provided
further that the failure of the Administrative Agent to obtain such bids shall
not adversely affect the right of the Administrative Agent to designate a new
Servicer pursuant to this Section 4.1(a).


 


(b)                                 Upon
the designation of a successor Servicer as set forth in paragraph (a), Amphenol Corporation agrees that
it will terminate its activities as Servicer hereunder in a manner that the
Administrative Agent determines will facilitate the transition of the
performance of such activities to the new Servicer, and Amphenol Corporation shall
cooperate with and assist such new Servicer. Such cooperation shall include
access to and transfer of related records (including all Contracts) and use by
the new Servicer of all licenses, hardware or software necessary or desirable
to collect the Pool Receivables and the Related Security.


 


(c)                                  Amphenol Corporation acknowledges
that, in making their decision to execute and deliver this Agreement, the
Administrative Agent and the Purchasers have relied on Amphenol Corporation’s agreement
to act as Servicer hereunder. Accordingly, Amphenol Corporation agrees that
it will not voluntarily resign as Servicer.


 


15

















 


(d)                                 The
Servicer may delegate its duties and obligations hereunder to any
subservicer (each a “Sub-Servicer”); provided,
that, in each such delegation: (i) such Sub-Servicer shall agree in
writing to perform the duties and obligations of the Servicer pursuant to
the terms hereof, (ii) the Servicer shall remain primarily liable for the
performance of the duties and obligations so delegated, (iii) the Seller
and the Administrative Agent shall have the right to look solely to the
Servicer for performance, and (iv) the terms of any agreement with any
Sub-Servicer shall provide that the Administrative Agent may terminate
such agreement upon the termination of the Servicer hereunder by giving notice
of its desire to terminate such agreement to the Servicer (and the Servicer
shall provide appropriate notice to each such Sub-Servicer); provided, however,
that if any such delegation is to any Person other than an Originator or an
Affiliate thereof, the Administrative Agent and the Majority Purchasers shall
have consented in writing in advance to such delegation.


 


(e)                                  The
Seller shall provide to the Servicer on a timely basis all information needed
for such servicing, administration and collection, including notice of the
occurrence of any Termination Day and current computations of the Purchased
Interest.


 


Section 4.2.                                   Duties
of the Servicer.


 


(a)                                  The
Servicer shall take or cause to be taken all such action as may be
necessary or advisable to administer and collect each Pool Receivable from time
to time, all in accordance with this Agreement and all applicable laws, rules and
regulations, with reasonable care and diligence, and in accordance with the
Credit and Collection Policies; provided, however, that the
Servicer may not extend the maturity or adjust the Outstanding Balance of
any Pool Receivable, except for any Dilution as to which a deemed collection is
received in accordance with Section 1.6 and as provided in the last sentence
of this Section 4.2(a); it being understood that a write-off on the
Seller’s books with respect to any Pool Receivable in accordance with the
Credit and Collection Policy and without any reduction in the applicable
Obligor’s legal obligation to make payments with respect thereto shall not
itself constitute an adjustment in the Outstanding Balance of the applicable
Pool Receivable. The Servicer shall set aside, for the account of each
Purchaser, the amount of the Collections to which each such Purchaser is
entitled in accordance with Article I. The Seller shall deliver to
the Servicer and the Servicer shall hold for the benefit of the Seller and the
Administrative Agent (individually and for the benefit of each Purchaser), in
accordance with their respective interests, all records and documents
(including computer tapes or disks) with respect to each Pool Receivable.
Notwithstanding anything to the contrary contained herein, the Administrative
Agent may direct the Servicer (whether the Servicer is Amphenol
Corporation or any other Person) to commence or settle any legal action to
enforce collection of any Pool Receivable or to foreclose upon or repossess any
Related Security.


 


(b)                                 The
Servicer shall, as soon as practicable following actual receipt of any such
collected funds, turn over to the Seller the collections of any indebtedness
that is not a Pool Receivable, less (if Amphenol Corporation or an Affiliate
thereof is not the Servicer), all reasonable and appropriate out-of-pocket
costs and expenses of such Servicer of servicing, collecting and administering
such collections. The Servicer, if other 


 


16

















 


than Amphenol
Corporation or an Affiliate thereof, shall, as soon as practicable upon demand,
deliver to the Seller all records in its possession that evidence or relate to
any indebtedness that is not a Pool Receivable, and copies of records in its
possession that evidence or relate to any indebtedness that is a Pool
Receivable.


 


(c)                                  The
Servicer’s obligations hereunder shall terminate on the later of: (i) the
Facility Termination Date and (ii) the date on which all amounts required
to be paid to each Purchaser, the Administrative Agent and any other
Indemnified Party or Affected Person hereunder shall have been paid in full.


 


After such termination,
if Amphenol Corporation
or an Affiliate thereof was not the Servicer on the date of such termination,
the Servicer shall promptly deliver to the Seller all books, records and
related materials that the Seller previously provided to the Servicer, or that
have been obtained by the Servicer, in connection with this Agreement.


 


Section 4.3.                                   Establishment
and Use of Certain Accounts.


 


(a)                                  Prior
to the initial purchase hereunder, the Seller shall execute and deliver to the
relevant Lock-Box Banks and the Administrative Agent, the Lock-Box Agreements
with respect to the Lock-Box Accounts listed on Schedule II.
The Lock-Box Accounts shall be the only accounts used to receive Collections
with respect to the Pool Receivables from the related Obligors. The Servicer
shall on each day on which Collections of Pool Receivables are received in the
Lock-Box Accounts cause such Collections to be transferred from the Lock-Box
Accounts into the Concentration Account.


 


(b)                                 Prior
to the initial purchase hereunder, the Seller shall have entered into a
Concentration Account Agreement with the Concentration Account Bank and deliver
an original counterpart thereof to the Administrative Agent. Any amount in
the Concentration Account may be invested by the Seller (or Servicer on
the Seller’s behalf) in Permitted Investments; provided,
however, that such investments shall
mature not later than the next succeeding Settlement Date and any such
Permitted Investments shall be credited to a securities account (as defined in
the applicable UCC) over which the Administrative Agent for the benefit of the
Purchasers shall have a first priority perfected security interest; provided,
further, that no amounts in the Concentration Account may be
invested in Permitted Investments unless and until (x) the Concentration
Account shall be eligible to hold Permitted Investments and (y) the
Concentration Account Agreement shall be revised to act as a securities account
control agreement in a manner acceptable to the Administrative Agent in its
sole discretion. All income or other gain from investment of monies deposited
in the Concentration Account shall be deposited in the Concentration Account
immediately upon receipt thereof, and any loss resulting from Permitted Investments
shall be charged to the Concentration Account.


 


(c)                                  [Reserved].


 


(d)                                 Upon
the occurrence and during the continuation of any Termination Event or an
Unmatured Termination Event related to the Termination Events described in 


 


17

















 


clauses (e),
(i), (j), (k) or (l) of Exhibit V, the
Administrative Agent may at any time thereafter give notice to each
Lock-Box Bank and the Concentration Account Bank that the Administrative Agent
is exercising its rights under the Lock-Box Agreements and the Concentration
Account Agreement, as applicable, to do any or all of the following: (i) to
have the exclusive ownership and control of such Accounts transferred to the
Administrative Agent and to exercise exclusive dominion and control over the
funds deposited therein, (ii) to have the proceeds that are sent to the
respective Accounts redirected pursuant to the Administrative Agent’s
instructions, and (iii) to take any or all other actions permitted under
the applicable Lock-Box Agreement and the Concentration Account Agreement, as
applicable. The Seller and the Servicer each hereby agrees that if the
Administrative Agent at any time takes any action set forth in the preceding
sentence, the Administrative Agent shall have exclusive control of the proceeds
(including Collections) of all Pool Receivables and the Seller and the Servicer
each hereby further agrees to take any other action that the Administrative
Agent may reasonably request to transfer such control. Any proceeds of
Pool Receivables received by the Seller or the Servicer thereafter shall be
sent immediately to an account designated by the Administrative Agent in
writing.


 


Section 4.4.                                   Enforcement
Rights.


 


(a)                                  At
any time following the occurrence of a Termination Event:


 


(i)                                     the
Administrative Agent may (with the consent or at the direction of the
Majority Purchasers) direct the Obligors that payment of all amounts payable
under any Pool Receivable is to be made directly to the Administrative Agent or
its designee,


 


(ii)                                  the
Administrative Agent may (with the consent or at the direction of the
Majority Purchasers) instruct the Seller or the Servicer to give notice of the
Purchaser’s interest in Pool Receivables to each Obligor, which notice shall
direct that payments be made directly to the Administrative Agent or its
designee (on behalf of such Purchasers), and the Seller or the Servicer, as the
case may be, shall give such notice at the expense of the Seller or the
Servicer, as the case may be; provided,
that if the Seller or the Servicer, as the case may be, fails to so notify
each Obligor, the Administrative Agent (at the Seller’s or the Servicer’s, as
the case may be, expense) may so notify the Obligors, and


 


(iii)                               the
Administrative Agent may (with the consent or at the direction of the
Majority Purchasers) request the Servicer to, and upon such request the
Servicer shall: (A) assemble all of the records necessary or desirable to
collect the Pool Receivables and the Related Security, and transfer or license
to a successor Servicer the use of all software necessary or desirable to
collect the Pool Receivables and the Related Security, and make the same
available to the Administrative Agent or its designee (for the benefit of the
Purchasers) at a place selected by the Administrative Agent, and (B) segregate
all cash, checks and other instruments received by it from time to time
constituting Collections in a manner acceptable to the Administrative Agent
and, promptly upon receipt, remit all such 


 


18

















 


cash, checks and
instruments, duly endorsed or with duly executed instruments of transfer, to
the Administrative Agent or its designee.


 


(b)                                 The
Seller hereby authorizes the Administrative Agent (on behalf of each Purchaser), and irrevocably
appoints the Administrative Agent as its attorney-in-fact with full power of
substitution and with full authority in the place and stead of the Seller,
which appointment is coupled with an interest, to take any and all steps in the
name of the Seller and on behalf of the Seller necessary or desirable, in the
determination of the Administrative Agent, after the occurrence of a
Termination Event, to collect any and all amounts or portions thereof due under
any and all Pool Assets, including endorsing the name of the Seller on checks
and other instruments representing Collections and enforcing such Pool Assets.
Notwithstanding anything to the contrary contained in this subsection, none of
the powers conferred upon such attorney-in-fact pursuant to the preceding
sentence shall subject such attorney-in-fact to any liability if any action
taken by it shall prove to be inadequate or invalid, nor shall they confer any
obligations upon such attorney-in-fact in any manner whatsoever.


 


Section 4.5.                                   Responsibilities
of the Seller.


 


(a)                                  Anything
herein to the contrary notwithstanding, the Seller shall: (i) perform all
of its obligations, if any, under the Contracts related to the Pool Receivables
to the same extent as if interests in such Pool Receivables had not been
transferred hereunder, and the exercise by the Administrative Agent or the
Purchasers of their respective rights hereunder shall not relieve the Seller
from such obligations, and (ii) pay when due any taxes, including any
sales taxes payable in connection with the Pool Receivables and their creation
and satisfaction. The Administrative Agent or any of the Purchasers shall not
have any obligation or liability with respect to any Pool Asset, nor shall any
of them be obligated to perform any of the obligations of the Seller,
Servicer, Amphenol
Corporation or the Originators thereunder.


 


(b)                                 Amphenol Corporation hereby
irrevocably agrees that if at any time it shall cease to be the Servicer
hereunder, it shall act (if the then-current Servicer so requests) as the
data-processing agent of the Servicer and, in such capacity, Amphenol Corporation shall conduct
the data-processing functions of the administration of the Receivables and the
Collections thereon in substantially the same way that Amphenol Corporation conducted
such data-processing functions while it acted as the Servicer.


 


Section 4.6.                                   Servicing
Fee. (a)  Subject to paragraph (b),
the Servicer shall be paid a fee (the “Servicing Fee”) equal to 0.75% per  annum
of the daily average aggregate Outstanding Balance of the Pool Receivables. The
Aggregate of each Purchaser’s Ratable Share of such fee shall be paid through
the distributions contemplated by Section 1.4
and 1.5, and the Seller’s Share of such
fee shall be paid by the Seller.


 


(b)                                 If
the Servicer ceases to be Amphenol
Corporation or an Affiliate thereof, the servicing fee shall
be the greater of: (i) the amount calculated pursuant to paragraph (a), and (ii) an alternative
amount specified by the successor Servicer not to exceed 110% of the aggregate 


 


19

















 


reasonable
costs and expenses incurred by such successor Servicer in connection with the
performance of its obligations as Servicer.


 


Section 4.7.                                   Reporting. On or prior to the
fifteenth Business Day of each month (the “Report Date”), the Servicer
shall prepare and forward to the Agent an Information Package relating to each
Purchased Interest owned by the Purchasers and the Pool Receivables, as of the
close of business of the Servicer on the preceding Month End Date and (ii) a
certificate of Seller signed on its behalf by its chief financial officer,
dated as of such Month End Date, to the effect that no Termination Event or
Unmatured Termination Event has occurred and is continuing.


 


ARTICLE V.



THE AGENTS


 


Section 5.1.                                   Appointment
and Authorization. (a)  Each Purchaser hereby irrevocably designates
and appoints Calyon New York Branch as the “Administrative Agent” hereunder and
authorizes the Administrative Agent to take such actions and to exercise such
powers as are delegated to the Administrative Agent hereby and to exercise such
other powers as are reasonably incidental thereto. The Administrative Agent
shall hold, in its name, for the benefit of each Purchaser, ratably, the
Purchased Interest. The Administrative Agent shall not have any duties other
than those expressly set forth herein or any fiduciary relationship with any
Purchaser, and no implied obligations or liabilities shall be read into this
Agreement, or otherwise exist, against the Administrative Agent. The
Administrative Agent does not assume, nor shall it be deemed to have assumed,
any obligation to, or relationship of trust or agency with, the Seller or
Servicer. Notwithstanding any provision of this Agreement or any other Transaction
Document to the contrary, in no event shall the Administrative Agent ever be
required to take any action which exposes the Administrative Agent to personal
liability or which is contrary to the provision of any Transaction Document or
applicable law.


 


(b)                                 Except
as otherwise specifically provided in this Agreement, the provisions of
this  Article  V are solely for the
benefit of the Administrative Agent and the Purchasers, and none of the Seller
or Servicer shall have any rights as a third-party beneficiary or otherwise
under any of the provisions of this Article V, except that this Article V
shall not affect any obligations which the Administrative Agent or any
Purchaser may have to the Seller or the Servicer under the other
provisions of this Agreement.


 


(c)                                  In
performing its functions and duties hereunder, the Administrative Agent shall
act solely as the agent of the Purchasers and does not assume nor shall be
deemed to have assumed any obligation or relationship of trust or agency with
or for the Seller or Servicer or any of their successors and assigns.


 


Section 5.2.                                   Delegation
of Duties. The Administrative Agent may execute any of its duties
through agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Administrative Agent
shall not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care.


 


20

















 


Section 5.3.                                   Exculpatory
Provisions. None of the Administrative Agent or any of its directors,
officers, agents or employees shall be liable for any action taken or omitted (i) with
the consent or at the direction of the Majority Purchasers or (ii) in the
absence of such Person’s gross negligence or willful misconduct. The
Administrative Agent shall not be responsible to any Purchaser or other Person
for (i) any recitals, representations, warranties or other statements made
by the Seller, Servicer, or any of their Affiliates, (ii) the value,
validity, effectiveness, genuineness, enforceability or sufficiency of any
Transaction Document, (iii) any failure of the Seller, any Originator or
any of their Affiliates to perform any obligation or (iv) the
satisfaction of any condition specified in Exhibit II. The
Administrative Agent shall not have any obligation to any Purchaser to
ascertain or inquire about the observance or performance of any agreement
contained in any Transaction Document or to inspect the properties, books or
records of the Seller, Servicer, Originator or any of their Affiliates.


 


Section 5.4.                                   Reliance
by Agents. (a)  The
Administrative Agent shall in all cases be entitled to rely, and shall be fully
protected in relying, upon any document or other writing or conversation
believed by it to be genuine and correct and to have been signed, sent or made
by the proper Person and upon advice and statements of legal counsel (including
counsel to the Seller), independent accountants and other experts selected by
the Administrative Agent. The
Administrative Agent shall in all cases be fully justified in failing or
refusing to take any action under any Transaction Document unless it shall
first receive such advice or concurrence of the Majority Purchasers, and
assurance of its indemnification, as it deems appropriate.


 


(b)                                 The
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement in accordance with a request of
the Majority Purchasers, and such request and any action taken or failure to
act pursuant thereto shall be binding upon all Purchasers, and the
Administrative Agent.


 


Section 5.5.                                   Notice
of Termination Events. The Administrative Agent shall not be deemed to have
knowledge or notice of the occurrence of any Termination Event or Unmatured
Termination Event unless such Administrative Agent has received notice from any
Purchaser, the Servicer or the Seller stating that a Termination Event or
Unmatured Termination Event has occurred hereunder and describing such Termination
Event or Unmatured Termination Event. The Administrative Agent shall take such
action concerning a Termination Event or Unmatured Termination Event as may be
directed by the Majority Purchasers (unless such action otherwise requires the
consent of all Purchasers), but until the Administrative Agent receives such
directions, the Administrative Agent may (but shall not be obligated to)
take such action, or refrain from taking such action, as the Administrative
Agent deems advisable and in the best interests of the Purchasers.


 


Section 5.6.                                   Non-Reliance
on Administrative Agent and Other Purchasers. Each Purchaser expressly
acknowledges that neither the Administrative Agent nor any of its officers,
directors, employees, agents, attorneys-in-fact or Affiliates has made any
representations or warranties to it and that no act by the Administrative Agent
hereafter taken, including any review of the affairs of the Seller, Amphenol Corporation, Servicer or
any Originator, shall be deemed to constitute any representation or warranty by
the Administrative Agent. Each Purchaser represents and warrants to the
Administrative Agent that, independently and without reliance upon the
Administrative Agent or any other Purchaser and based on such documents and 


 


21






 













 


information
as it has deemed appropriate, it has made and will continue to make its own
appraisal of and investigation into the business, operations, property,
prospects, financial and other conditions and creditworthiness of the Seller, Amphenol Corporation, Servicer or
the Originators, and the Receivables and its own decision to enter into this
Agreement and to take, or omit, action under any Transaction Document. Except
for items specifically required to be delivered hereunder, the Administrative
Agent shall not have any duty or responsibility to provide any Purchaser with
any information concerning the Seller, Amphenol Corporation, Servicer or
the Originators or any of their Affiliates that comes into the possession of
the Administrative Agent or any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates.


 


Section 5.7.                                   Administrative
Agents and Affiliates. Each of the Purchasers and the Administrative Agent
and their Affiliates may extend credit to, accept deposits from and generally
engage in any kind of banking, trust, debt, entity or other business with the
Seller, Amphenol Corporation,
Servicer or any Originator or any of their Affiliates and Calyon New York
Branch may exercise or refrain from exercising its rights and powers as if
it were not the Administrative Agent. With respect to the acquisition of the
Eligible Receivables pursuant to this Agreement, the Administrative Agent shall
have the same rights and powers under this Agreement as any Purchaser and may exercise
the same as though it were not such an agent, and the terms “Purchaser” and “Purchasers”
shall include the Administrative Agent in its individual capacities.


 


Section 5.8.                                   Indemnification.
The Administrative
Agent and each Purchaser hereby covenants and agrees that it shall not
institute against, or join any other Person in instituting against, any Conduit
Purchaser any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceeding or other proceedings under any federal or state
bankruptcy or similar law, for one year and a day after the latest maturing
Note issued by such Conduit Purchaser is paid in full.


 


Section 5.9.                                   Successor
Administrative Agent. The Administrative Agent may, upon at least five (5) days
notice to the Seller and each Purchaser resign as Administrative Agent. Such
resignation shall not become effective until a successor agent is appointed by
the Majority Purchasers and has accepted such appointment. Upon such acceptance
of its appointment as Administrative Agent hereunder by a successor
Administrative Agent, such successor Administrative Agent shall succeed to and
become vested with all the rights and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its
duties and obligations under the Transaction Documents. After any retiring
Administrative Agent’s resignation hereunder, the provisions of Sections 3.1 and 3.2 and this Article V shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was
the Administrative Agent.


 


ARTICLE VI.



MISCELLANEOUS


 


Section 6.1.                                   Amendments,
Etc. No amendment or waiver of any provision of this Agreement or any other
Transaction Document, or consent to any departure by the Seller or the 


 


22

















 


Servicer
therefrom, shall be effective unless in a writing signed by the Administrative
Agent and each of the Majority Purchasers, and, in the case of any amendment,
by the other parties thereto; and then such amendment, waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given; provided, however, that to the extent required by any
Conduit Purchaser’s commercial paper program, no such material amendment
(including, for the avoidance of doubt, any addition to the list of Special
Obligors on Annex F) shall be effective until the applicable Rating
Agencies for such Conduit Purchaser have notified the Administrative Agent, in
writing, that such action will not result in a reduction or withdrawal of the
rating of any of such Conduit Purchaser’s Notes; provided,
further that no such amendment or
waiver shall, without the consent of each affected Purchaser, (A) extend
the date of any payment or deposit of Collections by the Seller or the Servicer,
(B) reduce the rate or extend the time of payment of Yield, (C) reduce
any fees payable to the Administrative Agent or any Purchaser pursuant to the
applicable Fee Letter, (D) change the amount of the aggregate investment
of any Purchaser, any Purchaser’s pro rata share of the Purchased Interest or
any Related Committed Purchaser’s Commitment, (E) amend, modify or waive
any provision of the definition of “Majority Purchaser” or this Section 6.1,
(F) consent to or permit the assignment or transfer by the Seller of any
of its rights and obligations under this Agreement, (G) change the
definition of “Days Sales Outstanding,” “Dilution,” “Dilution Horizon,” “Dilution
Ratio,” “Dilution Reserve,” “Dilution Reserve Percentage,” “Dilution Spike,” “Dilution
Volatility,” “Eligible Receivable,” “Expected Dilution Ratio,” “Loss Horizon
Ratio,” “Loss Reserve,” “Minimum Loss Reserve Percentage,” “Loss Ratio,” “Servicing
Fee Reserve,” or “Termination Event”, or (H) amend or modify any defined
term (or any defined term used directly or indirectly in such defined term)
used in clauses (A) through (G) above in a manner that
would circumvent the intention of the restrictions set forth in such clauses.
No failure on the part of the Purchasers or the Administrative Agent to
exercise, and no delay in exercising any right hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right.


 


Section 6.2.                                   Notices,
Etc. All notices and other communications hereunder shall, unless otherwise
stated herein, be in writing (which shall include facsimile communication) and
be sent or delivered to each party hereto at its address set forth under its
name on the signature pages hereof (or in any Assumption Agreement or
Transfer Supplement pursuant to which it became a party hereto) or at such
other address as shall be designated by such party in a written notice to the
other parties hereto. Notices and communications by facsimile shall be
effective when sent (and shall be followed by hard copy sent by first class mail),
and notices and communications sent by other means shall be effective when
received.


 


Section 6.3.                                   Successors
and Assigns; Participations; Assignments; Opinions of Counsel.


 


(a)                                  Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns. Except as
otherwise provided herein, neither the Seller nor the Servicer may assign
or transfer any of its rights or delegate any of its duties hereunder or under
any Transaction Document without the prior written consent of the
Administrative Agent. Each Conduit Purchaser may assign, participate,
grant security interests in or otherwise transfer all or any portion of the
Purchased Interest held by it to any Liquidity Provider or other financial
institution providing liquidity support to such Conduit 


 


23

















 


Purchaser
in connection with its commercial paper program or any other Program Support
Provider with respect to such Conduit Purchaser without prior notice to or
consent from the Seller, the Servicer, any Originator, any other party or any
other condition or restriction of any kind.


 


(b)                                 Participations.
Any Purchaser may sell to one or more Persons (each a “Participant”)
participating interests in the interests of such Purchaser hereunder; provided, however,
that no Purchaser shall grant any participation under which the Participant
shall have rights to approve any amendment to or waiver of this Agreement or
any other Transaction Document. Such Purchaser shall remain solely responsible
for performing its obligations hereunder, and the Seller and the Administrative
Agent shall continue to deal solely and directly with such Purchaser in
connection with such Purchaser’s rights and obligations hereunder. A Purchaser
shall not agree with a Participant to restrict such Purchaser’s right to agree
to any amendment hereto, except amendments that require the consent of all
Purchasers.


 


(c)                                  Assignments
by Certain Related Committed Purchasers. Any Related Committed Purchaser may assign
to one or more Persons (each a “Purchasing Related Committed Purchaser”),
reasonably acceptable to the Administrative Agent and the Seller, any portion
of its Commitment pursuant to a supplement hereto, substantially in the form of
Annex D with any changes as have been approved by the parties thereto (a “Transfer
Supplement”), executed by each such Purchasing Related Committed Purchaser,
such selling Related Committed Purchaser and the Administrative Agent. Any such
assignment by Related Committed Purchaser cannot be for an amount less than
$10,000,000 and there shall not be more than five Related Committed Purchasers
in the aggregate. Upon (i) the execution of the Transfer Supplement, (ii) delivery
of an executed copy thereof to the Seller and the Administrative Agent and (iii) payment
by the Purchasing Related Committed Purchaser to the selling Related Committed
Purchaser of the agreed purchase price, such selling Related Committed
Purchaser shall be released from its obligations hereunder to the extent of
such assignment and such Purchasing Related Committed Purchaser shall for all
purposes be a Related Committed Purchaser party hereto and shall have all the
rights and obligations of a Related Committed Purchaser hereunder to the same
extent as if it were an original party hereto. The amount of the Commitment of
the selling Related Committed Purchaser allocable to such Purchasing Related
Committed Purchaser shall be equal to the amount of the Commitment of the
selling Related Committed Purchaser transferred regardless of the purchase
price paid therefor. The Transfer Supplement shall be an amendment hereof only
to the extent necessary to reflect the addition of such Purchasing Related
Committed Purchaser as a “Related Committed Purchaser” and any resulting
adjustment of the selling Related Committed Purchaser’s Commitment.


 


(d)                                 Replaceable
Related Committed Purchaser. If any Related Committed Purchaser (a “Replaceable
Related Committed Purchaser”) shall cease to have a short-term debt rating at
least equal to the ratings then assigned by the applicable Rating Agencies to
the Notes of the related Conduit Purchaser (if such a rating is required by the
related Conduit Purchaser’s securitization program), the Administrative Agent may designate
a replacement financial institution (a “Replacement Related Committed Purchaser”),
to which such Replaceable Related Committed Purchaser shall, subject to its
receipt of an amount equal to the aggregate outstanding principal balance of
its Investment and accrued and unpaid Aggregate Yield thereon (and, if
applicable, its receipt (unless a later date for the remittance thereof shall
be agreed upon by the 


 


24

















 


Seller
and such Replaceable Related Committed Purchaser) of all amounts claimed under Section 1.9
and/or 1.10), promptly assign all of its rights, obligations and Commitment
hereunder, together with all of its right, title and interest in, to and under
the Purchased Interest allocable to it, to the Replacement Related Committed
Purchaser in accordance with Section 6.3(c), above. Once such assignment
becomes effective, the Replacement Related Committed Purchaser shall be deemed
to be a “Related Committed Purchaser” for all purposes hereof and such
Replaceable Related Committed Purchaser shall cease to be “Related Committed
Purchaser” for all purposes hereof and shall have no further rights or
obligations hereunder.


 


(e)                                  Assignment
by Conduit Purchasers. Each party hereto agrees and consents (i) to any
Conduit Purchaser’s assignment, participation, grant of security interests in
or other transfers of any portion of, or any of its beneficial interest in, the
Purchased Interest (or portion thereof), including without limitation to any
collateral agent in connection with its commercial paper program and (ii) to
the complete assignment by any Conduit Purchaser of all of its rights and
obligations hereunder to any other Person, and upon such assignment such
Conduit Purchaser shall be released from all obligations and duties, if any,
hereunder; provided, however, that such Conduit Purchaser may not, without
the prior consent of its Related Committed Purchasers, make any such transfer
of its rights hereunder unless the assignee (i) is principally engaged in
the purchase of assets similar to the assets being purchased hereunder and (ii) issues
commercial paper or other Notes with credit ratings substantially comparable to
the ratings of the assigning  Conduit
Purchaser. Such Conduit Purchaser shall promptly (i) notify each of the
other parties hereto of such assignment and (ii) take all further action
that the assignee reasonably requests in order to evidence the assignee’s
right, title and interest in such interest in the Purchased Interest and to
enable the assignee to exercise or enforce any rights of such Conduit Purchaser
hereunder. Upon the assignment of any portion of its interest in the Purchased
Interest, the assignee shall have all of the rights hereunder with respect to
such interest (except that the Aggregate Yield therefor shall thereafter accrue
at the rate, determined with respect to the assigning Conduit Purchaser unless
the Seller, the Administrative Agent and the assignee shall have agreed upon a
different Aggregate Yield).


 


(f)                                    Opinions
of Counsel. If required by the Administrative Agent or to maintain the ratings
of any Conduit Purchaser, each Transfer Supplement must be accompanied by an
opinion of counsel of the assignee as to such matters as the Administrative
Agent may reasonably request.


 


Section 6.4.                                   Costs,
Expenses and Taxes.


 


(a)                                  In
addition to the rights of indemnification granted under Section 3.1, the Seller agrees to pay on
demand all reasonable costs and expenses in connection with the preparation,
execution, delivery and administration (including periodic internal audits by
the Administrative Agent of Pool Receivables) of this Agreement, the other
Transaction Documents and the other documents and agreements to be delivered
hereunder (and all reasonable costs and expenses in connection with any
amendment, waiver or modification of any thereof) (subject to any restrictions
set forth in the Fee Letter for all such costs and expenses for the
preparation, execution and delivery of this Agreement and the other Transaction
Documents), including: (i) Attorney Costs for the Administrative Agent,
and its respective Affiliates and agents with respect thereto and with respect
to advising the Administrative Agent and its respective Affiliates and 


 


25

















 


agents
as to their rights and remedies under this Agreement and the other Transaction
Documents, and (ii) all reasonable costs and expenses (including Attorney
Costs), if any, of the Administrative Agent and its respective Affiliates and
agents in connection with the enforcement of this Agreement and the other
Transaction Documents.


 


(b)                                 The
Seller also hereby agrees to pay on demand any and all stamp and other taxes
and fees payable in connection with the execution, delivery, filing and
recording of this Agreement or the other documents or agreements to be
delivered hereunder, and agrees to save each Indemnified Party harmless from
and against any liabilities with respect to or resulting from any delay in
paying or omission to pay such taxes and fees.


 


Section 6.5.                                   No
Proceedings; Limitation on Payments. (a)  Each of the Seller, Amphenol Corporation, the
Servicer, the Administrative Agent, the Purchasers, each assignee of the
Purchased Interest or any interest therein, and each Person that enters into a
commitment to purchase the Purchased Interest or interests therein, hereby
covenants and agrees that it will not institute against, or join any other
Person in instituting against, any Conduit Purchaser any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding, or other
proceeding under any federal or state bankruptcy or similar law, for one year
and one day after the latest maturing Note issued by such Conduit Purchaser is
paid in full. The provision of this Section 6.5(a) shall
survive any termination of this Agreement.


 


(b)                                 The
Conduit Purchaser shall not be obligated to pay any amount pursuant to this
Agreement unless the Conduit Purchaser has excess cash flow from operations or
has received funds with respect to such obligation which may be used to
make such payment and which funds or excess cash flow are not required to repay
when due its Notes or any of its other obligations with respect to its
commercial paper program. Any and all claims against the Conduit Purchaser
under this Agreement shall be subordinate to the claims of the holders of the
Notes or the Conduit Purchaser’s other obligations with respect to its commercial
paper program. Any amount which the Conduit Purchaser does not pay pursuant to
the operation of the preceding sentence shall not constitute a claim, as
defined in Section 101(5) of the United States Bankruptcy Code,
against the Conduit Purchaser for any such insufficiency unless and until the
Conduit Purchaser does have excess cash flow or excess funds.


 


Section 6.6.                                   GOVERNING
LAW AND JURISDICTION.


 


(a)                                  THIS
AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE
INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS
5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK)
EXCEPT TO THE EXTENT THAT, UNDER THE LAW OF THE STATE OF NEW YORK, THE VALIDITY
OR PERFECTION OF A SECURITY INTEREST OR REMEDIES HEREUNDER, IN RESPECT OF ANY
PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE
STATE OF NEW YORK.


 


(b)                                 ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT
IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN
DISTRICT OF NEW YORK; AND, BY 


 


26

















 


EXECUTION
AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES HERETO CONSENTS, FOR ITSELF
AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE
COURTS. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT
PERMITTED BY LAW, ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE
OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, THAT IT MAY NOW OR HEREAFTER
HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN
RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. EACH OF THE PARTIES
HERETO WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS,
WHICH SERVICE MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW.


 


Section 6.7.                                   Execution
in Counterparts. This Agreement may be executed in any number of
counterparts, each of which, when so executed, shall be deemed to be an
original, and all of which, when taken together, shall constitute one and the
same agreement.


 


Section 6.8.                                   Survival
of Termination. The provisions of Sections 1.9,
1.10, 3.1,
3.2, 6.4,
6.5, 6.6,
6.9 and 6.14
shall survive any termination of this Agreement.


 


Section 6.9.                                   WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HERETO WAIVES THEIR RESPECTIVE RIGHTS TO
A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR
RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY
ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE
PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER WITH RESPECT TO CONTRACT
CLAIMS, TORT CLAIMS OR OTHERWISE. EACH OF THE PARTIES HERETO AGREES THAT ANY
SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT
LIMITING THE FOREGOING, EACH OF THE PARTIES HERETO FURTHER AGREES THAT ITS
RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS
TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING THAT SEEKS, IN WHOLE OR IN
PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY
PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.


 


Section 6.10.                             Sharing
of Recoveries. Each Purchaser agrees that if it receives any recovery,
through set-off, judicial action or otherwise, on any amount payable or
recoverable hereunder in a greater proportion than should have been received
hereunder or otherwise inconsistent with the provisions hereof, then the
recipient of such recovery shall purchase for cash an interest in amounts owing
to the other Purchasers (as return of Investment or otherwise), without
representation or warranty except for the representation and warranty that such
interest is being sold by each such other Purchaser free and clear of any
Adverse Claim created or granted by such other Purchaser, in the amount
necessary to create proportional participation by the Purchaser in such
recovery. If all or any portion of such amount is thereafter recovered from the
recipient, such purchase shall be rescinded and the purchase price restored to
the extent of such recovery, but without interest.


 


27

















 


Section 6.11.                             Right
of Setoff. During a Termination Event, each Purchaser is hereby authorized
(in addition to any other rights it may have) to setoff, appropriate and
apply (without presentment, demand, protest or other notice which are hereby
expressly waived) any deposits and any other indebtedness held or owing by such
Purchaser (including by any branches or agencies of such Purchaser) to, or for
the account of, the Seller against amounts owing by the Seller hereunder (even
if contingent or unmatured).


 


Section 6.12.                             Entire
Agreement. This Agreement and the other Transaction Documents embody the
entire agreement and understanding between the parties hereto, and supersede
all prior or contemporaneous agreements and understandings of such Persons,
verbal or written, relating to the subject matter hereof and thereof.


 


Section 6.13.                             Headings.
The captions and headings of this Agreement and any Exhibit, Schedule or
Annex hereto are for convenience of reference only and shall not affect the
interpretation hereof or thereof.


 


Section 6.14.                             Purchasers’ Liabilities.
The obligations of each Purchaser under the Transaction Documents are solely
the corporate obligations of such Person. Except with respect to any claim
arising out of the willful misconduct or gross negligence of the Administrative
Agent or any Purchaser, no claim may be made by the Seller or the Servicer
or any other Person against the Administrative Agent or any Purchaser or their
respective Affiliates, directors, members, managers, officers, employees,
attorneys or agents for any special, indirect, consequential or punitive
damages in respect of any claim for breach of contract or any other theory of
liability arising out of or related to the transactions contemplated by the
Agreement or any other Transaction Document, or any act, omission or event
occurring in connection therewith; and each of Seller and Servicer hereby
waives, releases, and agrees not to sue upon any claim for any such damages,
whether or not accrued and whether or not known or suspected to exist in its
favor.


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 


28

















 


IN WITNESS WHEREOF,
the parties have caused this Agreement to be executed by their respective
officers thereunto duly authorized, as of the date first above written.


 


	
   

  	
  AMPHENOL FUNDING CORP.,

  
	
   

  	
  as Seller

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
  358 Hall Avenue

  	
   

  
	
   

  	
  Wallingford,
  Connecticut 06492

  	
   

  
	
   

  	
  Attention: Treasurer

  	
   

  
	
   

  	
  Facsimile: (203) 265-8623

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AMPHENOL CORPORATION,

  
	
   

  	
  individually and as initial Servicer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
  358 Hall Avenue

  	
   

  
	
   

  	
  Wallingford,
  Connecticut 06492

  	
   

  
	
   

  	
  Attention: Treasurer

  	
   

  
	
   

  	
  Facsimile: (203) 265-8623

  	
   

  
						



 


S-1

















 


	
   

  	
  ATLANTIC ASSET SECURITIZATION LLC

  	
   

  
	
   

  	
  as Conduit Purchaser

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  CALYON
  NEW YORK BRANCH,

  	
   

  
	
   

  	
   

  	
  as
  Attorney-in-fact

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
  c/o Calyon New York Branch, as

  	
   

  
	
   

  	
  Administrative Agent

  	
   

  
	
   

  	
  1301 Avenue of the Americas

  	
   

  
	
   

  	
  Attention: Matthew Croghan

  	
   

  
	
   

  	
  Telephone: (212) 459-2619

  	
   

  
	
   

  	
  Facsimile: (212) 459-3258

  	
   

  
					



 


S-2

















 


	
   

  	
  CALYON NEW YORK BRANCH,

  
	
   

  	
  as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
  1301 Avenue of the Americas

  	
   

  
	
   

  	
  New York, NY 10019

  	
   

  
	
   

  	
  Attention: Matthew Croghan

  	
   

  
	
   

  	
  Telephone: (212) 459-2619

  	
   

  
	
   

  	
  Facsimile: (212) 459-3258

  	
   

  
					



 


S-3

















 


	
   

  	
  THE RELATED COMMITTED PURCHASERS:

  
	
   

  	
   

  	
   

  
	
   

  	
  CALYON NEW YORK BRANCH,

  
	
   

  	
  as a Related Committed Purchaser for ATLANTIC

  
	
   

  	
  ASSET
  SECURITIZATION LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Percentage:

  	
  100%

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
  1301 Avenue of the Americas

  	
   

  
	
   

  	
  New York, NY 10019

  	
   

  
	
   

  	
  Attention: Matthew Croghan

  	
   

  
	
   

  	
  Telephone: (212) 459-2619

  	
   

  
	
   

  	
  Facsimile: (212) 459-3258

  	
   

  
						



 


S-4

















 


EXHIBIT I

DEFINITIONS


 


As used in the
Receivables Purchase Agreement and the Purchase and Sale Agreement (including their
respective Exhibits, Schedules and Annexes), the following terms shall have the
following meanings (such meanings to be equally applicable to both the singular
and plural forms of the terms defined). Unless otherwise indicated, all
Section, Annex, Exhibit and Schedule references in this Exhibit are
to Sections of and Annexes, Exhibits and Schedules to the Receivables Purchase
Agreement.


 


“61-90 Days Past Due
Ratio” means for any calendar month the percentage equivalent to a fraction
computed as of the last day of such calendar month (a) the numerator of
which is equal to the sum of the aggregate Outstanding Balance of Pool
Receivables that were 61 to 90 days past due as of the last day of such
calendar month and (b) the denominator of which is the aggregate gross
sales of the Originators during the third month preceding such calendar month.


 


“91-120 Days Past Due
Ratio” means for any calendar month the percentage equivalent to a fraction
computed as of the last day of such calendar month (a) the numerator of
which is equal to the sum of the aggregate Outstanding Balance of Pool
Receivables that were 91 to 120 days past due as of the last day of such
calendar month and (b) the denominator of which is the aggregate gross
sales of the Originators during the fourth month preceding such calendar month.


 


“Accounts” means the
Lock-Box Account(s) and/or the Concentration Account, as applicable.


 


“Administrative Agent”
means Calyon, as Administrative Agent for the Purchasers.


 


“Adverse Claim” means a
lien, security interest or other charge or encumbrance, or any other type of
preferential arrangement; it being understood that any thereof in favor of the
Administrative Agent (for the benefit of the Purchasers) shall not constitute
an Adverse Claim.


 


“AFC Note” has the
meaning set forth in Section 3.1 of the Purchase and Sale
Agreement.


 


“Affected Person” means
any Purchaser, Liquidity Provider, the Administrative Agent or any other
Program Support Provider or any of their Affiliates.


 


“Affiliate” means, as to
any Person: (a) any Person that, directly or indirectly, is in control of,
is controlled by or is under common control with such Person, or (b) who
is a director or officer: (i) of such Person or (ii) of any Person
described in clause (a), except that, in the case of each Conduit
Purchaser, Affiliate shall mean the holder of its capital stock. For purposes
of this definition, control of a Person shall mean the power, direct or
indirect: (x) to vote 25% or more of the securities having ordinary voting
power for the election of directors of such Person, or (y) to direct or cause
the direction of the management and policies of such Person, in either case
whether by ownership of securities, contract, proxy or otherwise.


 


“Affiliated Obligor”
means any Obligor that is an Affiliate of another Obligor.


 


I-1

















 


“Aged Receivables Ratio”
means for any month the percentage equivalent to a fraction computed as of the
last day of such calendar month (a) the numerator of which is equal to the
sum of (i) the aggregate Outstanding Balance of Pool Receivables that were
91 to 120 days past due as of the last day of such calendar month and (ii) (without
duplication) the aggregate Outstanding Balance of Pool Receivables that were
less than 121 days past due which, consistent with the Credit and Collection
Policy, were written off as uncollectible during such calendar month, and (b) the
denominator of which is the aggregate gross sales of the Originators during the
fourth month preceding such calendar month.


 


“Aggregate Investment”
means the aggregate amount paid to the Seller in respect of the Purchased
Interest by all Purchasers pursuant to the Agreement, as reduced from time to
time by Collections distributed and applied on account of such Aggregate
Investment pursuant to Section 1.5 of the Receivables Purchase
Agreement; provided, that if such Aggregate Investment shall have been
reduced by any distribution, and thereafter all or a portion of such
distribution is rescinded or must otherwise be returned for any reason, such
Aggregate Investment shall be increased by the amount of such rescinded or
returned distribution as though it had not been made.


 


“Aggregate Yield” at any
time, means the sum, for each Purchaser of the aggregate accrued and unpaid
Yield with respect to such Purchaser’s Investment at such time.


 


“Agreement” means the
Receivables Purchase Agreement, as used in the Receivables Purchase Agreement,
and the Purchase and Sale Agreement, as used in the Purchase and Sale Agreement.


 


“Alternate Rate” for any
Fixed Period for any Purchased Interest (funded other than through the issuance
of Notes), means an interest rate per annum equal to: (a) the Euro Rate
for such Fixed Period plus the Applicable Spread, or (b) in the sole
discretion of the Administrative Agent the Base Rate for such Fixed Period;
provided, however, that the “Alternate Rate” for any day while a Termination
Event exists shall be an interest rate equal to 2.00% per annum above the Base
Rate in effect on such day.


 


“Amphenol Change in
Control” means (a) the acquisition of ownership, directly or indirectly,
beneficially or of record, by any Person or group (within the meaning of the
Securities Exchange Act of 1934 and the rules of the Securities and
Exchange Commission thereunder as in effect on the date hereof), of shares of
capital stock representing more than 35% of the aggregate ordinary voting power
represented by the issued and outstanding shares of capital stock of Amphenol
Corporation, (b) occupation of a majority of the seats (other than vacant
seats) on the board of directors of Amphenol Corporation by Persons who were
neither (i) nominated by the board of directors of Amphenol Corporation
nor (ii) appointed by directors so nominated, or (c) the acquisition
of direct or indirect Control of Amphenol Corporation by any Person or group.


 


“Amphenol Corporation
Undertaking Agreement” means an agreement substantially in the form of
Annex E of the Receivables Purchase Agreement.


 


“Amphenol Person” means
each of Amphenol Corporation, each Originator and each other Subsidiary or
Affiliate of Amphenol Corporation.


 


I-2

















 


“Applicable Spread”
means, (i) 0.575% if the long-term senior unsecured rating of Amphenol
Corporation is at least BBB from S&P and Baa2 from Moody’s or if the
Consolidated Ratio is less than 0.5:1.0, (ii) 0.700% if the long-term
senior unsecured rating of Amphenol Corporation is BBB- from S&P and Baa3
from Moody’s or if the Consolidated Ratio is greater than or equal to 0.5:1.0
but less than 1.0:1.0, (iii) 0.825% if the long-term senior unsecured
rating of Amphenol Corporation is BB+ from S&P and Ba1 from Moody’s or if
the Consolidated Ratio is greater than or equal to 1.0:1.0 but less than
2.0:1.0, (iv) 1.075% if the long-term senior unsecured rating of Amphenol
Corporation is BB from S&P and Ba2 from Moody’s or if the Consolidated
Ratio is greater than or equal to 2.0:1.0 but less than 2.5:1.0 and (v) 1.325%,
if the long-term senior unsecured rating of Amphenol Corporation is less than
BB from S&P or less than Ba2 from Moody’s and the Consolidated Ratio is
greater than or equal to 2.5:1.0.


 


“Assumption Agreement”
means an agreement substantially in the form set forth in Annex C to the
Receivables Purchase Agreement.


 


“Atlantic” means Atlantic
Asset Securitization LLC, a Delaware limited liability company.


 


“Attorney Costs” means
and includes all reasonable fees and disbursements of any law firm or other
external counsel, the reasonable allocated cost of internal legal services and
all reasonable disbursements of internal counsel.


 


“Bankruptcy Code” means
the United States Bankruptcy Reform Act of 1978 (11 U.S.C. § 101, et
seq.), as amended from time to time.


 


“Base Rate” for any Fixed
Period for any Purchased Interest means a fluctuating interest rate per annum
equal to the higher of:


 


(a)                                  the
interest rate established by the Administrative Agent from time to time as its “base
rate,” “prime rate” or other similar rate; and


 


(b)                                 2.00%
per annum above the Federal Funds Rate for such date.


 


“Benefit Plan” means any
employee benefit pension plan as defined in Section 3(2) of ERISA in
respect of which the Seller, any Originator, Amphenol Corporation or any ERISA
Affiliate is, or at any time during the immediately preceding six years was, an
“employer” as defined in Section 3(5) of ERISA.


 


“Business Day” means any
day (other than a Saturday or Sunday) on which: (a) banks are not
authorized or required to close in New York City, New York or Wallingford,
Connecticut, and (b) if this definition of “Business Day” is utilized in
connection with the Euro-Rate, dealings are carried out in the London interbank
market.


 


“Calyon” means Calyon New
York Branch, a French banking corporation, duly licensed under the laws of the
State of New York.


 


I-3

















 


“Change in Control” means
that Amphenol Corporation ceases to own, directly or indirectly, (a) 100%
of the capital stock of the Seller or (b) a majority of the capital stock
of any Originator.


 


“Closing Date” means July 31,
2006.


 


“Collections” means, with
respect to any Pool Receivable: (a) all funds that are received by any
Originator, Amphenol Corporation, the Seller or the Servicer in payment of any
amounts owed in respect of such Receivable (including purchase price, finance
charges, interest and all other charges), or applied to amounts owed in respect
of such Receivable (including insurance payments and net proceeds of the sale
or other disposition of repossessed goods or other collateral or property of
the related Obligor or any other Person directly or indirectly liable for the
payment of such Pool Receivable and available to be applied thereon), (b) all
Deemed Collections and (c) all other proceeds of such Pool Receivable.


 


“Commitment” means, with
respect to each Related Committed Purchaser, the maximum amount which such
Purchaser is obligated to pay under the Receivables Purchase Agreement on
account of all Purchases, as set forth below its signature to the Receivables
Purchase Agreement or in the Assumption Agreement pursuant to which it became a
Purchaser, as such amount may be modified in connection with any
subsequent assignment pursuant to Section 6.3(c) of the
Receivables Purchase Agreement or in connection with a change in the Purchase
Limit pursuant to Section 1.1(b) of the Receivables Purchase
Agreement.


 


“Commitment Expiry Date”
means for any Related Committed Purchaser, initially July 30, 2007, as
such date may be extended from time to time in the sole discretion of such
Related Committed Purchaser pursuant to Section 1.12 of the
Receivables Purchase Agreement.


 


“Control” means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability
to exercise voting power, by contract or otherwise.


 


“Concentration Account”
means that certain bank account in the name of the Seller numbered 00450634 and
maintained at Deutsche Bank Trust Company Americas, which is (i) pledged
on a first priority basis to the Administrative Agent pursuant to Section 1.2(d) of
the Receivables Purchase Agreement, and (ii) governed by the Concentration
Account Agreement.


 


“Concentration Account
Agreement” means the blocked account agreement among the Seller, the Administrative
Agent and the Concentration Account Bank, as the same may be amended,
supplemented, amended and restated, or otherwise modified from time to time in
accordance with the Agreement.


 


“Concentration Account
Bank” means the bank maintaining the Concentration Account.


 


“Conduit Purchaser” means
Atlantic, any successor or permitted assignee of Atlantic and any Person that
becomes a Purchaser under the Receivables Purchase Agreement, that funds its
Purchases with Notes and that is not a Related Committed Purchaser.


 


I-4

















 


“Consolidated Ratio”
means the “Consolidated Leverage Ratio” as defined in the Credit Agreement
dated as of July 15, 2005 among Amphenol Corporation and certain of its
subsidiaries, Bank of America, N.A. as Administrative Agent and the lenders
party thereto, as amended, restated or modified from time to time.


 


“Contract” means, with
respect to any Receivable, any and all contracts, instruments, agreements,
leases, invoices, notes or other writings pursuant to which such Receivable
arises or that evidence such Receivable or under which an Obligor becomes or is
obligated to make payment in respect of such Receivable.


 


“CP Rate” for any Fixed
Period for the Purchased Interest means, to the extent the Conduit Purchaser
funds such Purchased Interest for such Fixed Period by issuing Notes, the sum
of (i) the rate per annum (or if more than one rate, the weighted average
of the rates) at which Notes of the Conduit Purchaser having a term equal to
such Fixed Period and to be issued to fund such Purchased Interest may be
sold by any placement agent or commercial paper dealer selected by the
Administrative Agent on behalf of the Conduit Purchaser, as agreed between each
such agent or dealer and the Administrative Agent and notice of which has been
given by the Administrative Agent to the Servicer; provided if the rate
(or rates) as agreed between any such agent or dealer and the Agent for any
Fixed Period for any portion of the Purchased Interest is a discount rate (or
rates), then such rate shall be the rate (or if more than one rate, the
weighted average of the rates) resulting from converting such discount rate (or
rates) to an interest-bearing equivalent rate per annum, plus (ii) commissions
of placement agents and dealers in respect of such commercial paper and other
costs associated with the issuance of such commercial paper, including, without
limitation, issuing and paying agent fees, in each case expressed as an
interest-bearing rate per annum, plus (iii) at any time when a Termination
Event shall have occurred and be continuing, 2.00% per annum.


 


“Credit and Collection
Policy” means, as the context may require, those receivables credit and
collection policies and practices of each Originator and of Amphenol
Corporation in effect on the date of the Purchase and Sale Agreement and
described in Schedule I to the Receivables Purchase Agreement, as modified
in compliance with the Receivables Purchase Agreement and the Purchase and Sale
Agreement.


 


“Days Sales Outstanding”
means at any time the product of (a) the number of days in the calendar
month most recently ended, and (b) the quotient obtained by dividing (i) the
aggregate Outstanding Balance of Pool Receivables on the last day of such
calendar month by (ii) the aggregate dollar amount of Pool Receivables
created during such calendar month.


 


“Debt” means: (a) indebtedness
for borrowed money, (b) obligations evidenced by bonds, debentures, notes
or other similar instruments, (c) obligations to pay the deferred purchase
price of property or services, (d) obligations as lessee under leases that
shall have been or should be, in accordance with generally accepted accounting
principles, recorded as capital leases, and (e) obligations under direct
or indirect guaranties in respect of, and obligations (contingent or otherwise)
to purchase or otherwise acquire, or otherwise to assure a creditor against
loss in respect of, indebtedness or obligations of others of the kinds referred
to in clauses (a) through (d) of this definition.


 


I-5

















 


“Declining Conduit
Purchaser” has the meaning set forth in Section 1.4(b) of the
Receivables Purchase Agreement.


 


“Declining Notice” has
the meaning set forth in Section 1.4(b) of the Receivables
Purchase Agreement.


 


“Deemed Collections” has
the meaning set forth in Section 1.6(a) of the Receivables
Purchase Agreement.


 


“Default Ratio” means,
for any month, the ratio (expressed as a percentage and rounded to the nearest
1/100 of 1%, with 5/1000th of 1% rounded upward) computed as of the last day of
such calendar month by dividing: (a) the aggregate Outstanding Balance of
all Pool Receivables that were Defaulted Receivables on such day, by (b) the
aggregate Outstanding Balance of all Pool Receivables on such day.


 


“Defaulted Receivable”
means a Receivable:


 


(a) as to
which any payment, or part thereof, is more than 120 days past due, or


 


(b) without
duplication (i) as to which an Event of Bankruptcy shall have occurred
with respect to the Obligor thereof or any other Person obligated thereon or
owning any Related Security with respect thereto, (ii) that has been
written off the Seller’s books as uncollectible or (iii) that should have
been written off the Seller’s books as uncollectible pursuant to the Credit and
Collection Policy.


 


“Delinquency Ratio”
means, for any month, the ratio (expressed as a percentage and rounded to the
nearest 1/100 of 1%, with 5/1000th of 1% rounded upward) computed as of the
last day of such calendar month by dividing: (a) the aggregate Outstanding
Balance of all Pool Receivables that were Delinquent Receivables on such day by
(b) the aggregate Outstanding Balance of all Pool Receivables on such day.


 


“Delinquent Receivable”
means a Receivable that is not a Defaulted Receivable and (a) as to which
any payment, or part thereof, is 91-120 days past due or (b) without
duplication, which has been (or consistent with the Credit and Collection
Policy, would be) classified as a Delinquent Receivable by the applicable Originator.


 


“Dilution” means with
respect to any Receivable, the aggregate amount of any reductions or
adjustments in the Outstanding Balance of such Receivable as the result of any
defective, rejected, returned, repossessed or foreclosed merchandise or services
or any rebate, sales allowance, cash discount or other reduction or setoff; provided,
however, that any reduction or adjustment solely as a result of the
Distributor Incentive Program shall not constitute a Dilution.


 


“Dilution Horizon” means
for any calendar month the ratio (expressed as a percentage and rounded to the
nearest 1/100th of 1%, with 5/1000th of 1% rounded upward) computed by
dividing: (a) the aggregate Outstanding Balance of Receivables generated
during such calendar month by (b) the Net Receivable Pool Balance as of
the close of business on the last day of such calendar month.


 


I-6

















 


“Dilution Ratio” means
for any calendar month the ratio (expressed as a percentage and rounded to the
nearest 1/100th of 1%, with 5/1000th of 1% rounded upward) computed as of the
last day of such calendar month, by dividing (a) the aggregate Dilutions
for such calendar month by (b) the aggregate amount of newly generated
Receivables during the previous calendar month.


 


“Dilution Reserve” means,
at any time, for the Purchased Interest, an amount equal to the Aggregate
Investment at such time multiplied by the Dilution Reserve Percentage.


 


“Dilution Reserve
Percentage” means, at any time, an amount equal to the product of (a) the
sum of (i) the product of (X) the Stress Factor and (Y) the Expected
Dilution Ratio, plus (ii) the Dilution Volatility, times (b) the
Dilution Horizon.


 


“Dilution Spike” means on
any date the highest Reserve Dilution Ratio as of the last day of each of the
immediately preceding twelve (12) calendar months.


 


“Dilution Volatility”
means on any date the product of (a) the excess of the Dilution Spike for
such date over the Expected Dilution Ratio as of such date and (b) the
quotient obtained by dividing such Dilution Spike by such Expected Dilution
Ratio.


 


“Distributor Incentive
Program” means the distributor incentive programs of Amphenol Aerospace
pursuant to which contractual discounts are provided to that Originator’s
distributor obligors. Eligible discount programs are “ship and debit
liabilities,” “2% discount accrued liability,” and “contractual returns.”


 


“Eligible Obligor” means,
at any time, an Obligor:


 


(a)                                  that
is located in the United States or that is an OECD Obligor or a Foreign Obligor
from Highly Rated Country,


 


(b)                                 that
is not subject to any Event of Bankruptcy,


 


(c)                                  that
is not an Affiliate of Amphenol Corporation or any Affiliate of Amphenol
Corporation,


 


(d)                                 whose
Consent to the sale or assignment of any Receivable due therefrom is not
required under the terms of the related Contract, and


 


(e)                                  not
more than 50% of the Receivables due therefrom are more than 90 days past due.


 


“Eligible Receivable”
means, at any time, a Pool Receivable:


 


(a)                                  that
is denominated and payable only in U.S. dollars in the United States,


 


(b)                                 the
Obligor of which is an Eligible Obligor,


 


(c)                                  that
is not a Defaulted Receivable or a Delinquent Receivable,


 


I-7

















 


(d)                                 that
does not cause the Weighted Average Term of the Receivables Pool to be greater
than 45 days,


 


(e)                                  that
arises under a duly authorized Contract for the sale and delivery of goods and
services in the ordinary course of an Originator’s business,


 


(f)                                    that
was originated in accordance with the applicable Credit and Collection Policy,


 


(g)                                 that
represents amounts earned and payable by the Obligor that are not subject to
the performance of additional services by the Seller or the Originator thereof,


 


(h)                                 in
which the Seller owns good and marketable title, free and clear of any Adverse
Claims, and that is freely assignable by the Seller (without any consent of the
related Obligor),


 


(i)                                     for
which the Administrative Agent (for the benefit of each Purchaser) shall have a
valid and enforceable undivided percentage ownership or security interest, to
the extent of the Purchased Interest, and a valid and enforceable first
priority perfected security interest therein and in the Related Security and
Collections with respect thereto, in each case free and clear of any Adverse
Claim,


 


(j)                                     that
constitutes an “account” as defined in the applicable UCC,


 


(k)                                  that
arises under a duly authorized Contract that is in full force and effect and
that is a legal, valid and binding obligation of the related Obligor, enforceable
against such Obligor in accordance with its terms,


 


(l)                                     that
conforms in all material respects with all applicable laws, rulings and
regulations in effect,


 


(m)                               that
is not the subject of any asserted dispute, offset or hold back defense,


 


(n)                                 that
has not been modified, waived or restructured since its creation, except in
accordance with the Receivables Purchase Agreement and the Credit and
Collection Policy,


 


(o)                                 for
which none of the Originator thereof, the Seller and the Servicer has
established any offset arrangements with the related Obligor,


 


(p)                                 which
arises under a Contract that directs the related Obligor to remit payment in
respect thereof to a permitted Lock-Box Account or other permitted collection
account,


 


(q)                                 the
terms of the related Contract do not require the Consent of the Obligor to the
sale or assignment of such Receivable,


 


I-8

















 


(r)                                    which
is not evidenced by a note or other “instrument” within the meaning of Article 9
of the UCC of the applicable jurisdictions governing the perfection of the
interest created by a Purchased Interest, and


 


(s)                                  that
does not represent an amount related to sales taxes.


 


“ERISA” means the
Employee Retirement Income Security Act of 1974, as amended from time to time,
and any successor statute of similar import, together with the regulations
thereunder, in each case as in effect from time to time. References to sections
of ERISA also refer to any successor sections.


 


“ERISA Affiliate” means: (a) any
corporation that is a member of the same controlled group of corporations
(within the meaning of Section 414(b) of the Internal Revenue Code)
as the Seller, any Originator or Amphenol Corporation, (b) a trade or
business (whether or not incorporated) under common control (within the meaning
of Section 414(c) of the Internal Revenue Code) with the Seller, any
Originator or Amphenol Corporation, or (c) a member of the same affiliated
service group (within the meaning of Section 414(m) of the Internal
Revenue Code) as the Seller, any Originator, any corporation described in clause
(a) or any trade or business described in clause (b).


 


“Euro-Rate” means with
respect to any Fixed Period, the interest rate per annum determined by the
Administrative Agent by dividing (the resulting quotient rounded upwards, if
necessary, to the nearest 1/100th of 1% per annum) (i) the rate of
interest determined by the Administrative Agent in accordance with its usual
procedures (which determination shall be conclusive absent manifest error) to be
the average of the London interbank market offered rates for U.S. dollars
quoted by the BBA as set forth on Dow Jones Markets Service (formerly known as
Telerate) (or appropriate successor or, if British Bankers’ Association or its
successor ceases to provide display page 3750 (or such other display page on
the Dow Jones Markets Service system as may replace display page 3750)
at or about 11:00 a.m. (London time) on the Business Day which is two (2) Business
Days prior to the first day of such Fixed Period for an amount comparable to
the aggregate investment associated with the Purchased Interest to be funded at
a discount rate (for the related Yield) based upon the Euro-Rate during such
Fixed Period by (ii) a number equal to 1.00 minus the Euro-Rate Reserve
Percentage. The Euro-Rate may also be expressed by the following formula:


 


	
  Euro-Rate =

  	
   

  	
  Average of London interbank offered rates
  quoted by BBA

  as shown on Dow Jones Markets Service display page 3750

  or appropriate successor

  
	
   

  	
  1.00
  - Euro-Rate Reserve Percentage

  



 


where “Euro-Rate Reserve
Percentage” means, the maximum effective percentage in effect on such day as
prescribed by the Board of Governors of the Federal Reserve System (or any
successor) for determining the reserve requirements (including without
limitation, supplemental, marginal, and emergency reserve requirements) with
respect to eurocurrency funding (currently referred to as “Eurocurrency
Liabilities”). The Euro-Rate shall be adjusted with respect to any aggregate
investment associated with the Purchased Interest funded at a discount rate
(for the related Yield)  based upon the
Euro-Rate that is outstanding on the effective date of any change in the
Euro-Rate Reserve Percentage as of such effective date. The Administrative
Agent shall 


 


I-9

















 


give prompt notice to the
Seller of the Euro-Rate as determined or adjusted in accordance herewith (which
determination shall be conclusive absent manifest error).


 


“Event of Bankruptcy”
means (a) any case, action or proceeding before any court or other
governmental authority relating to bankruptcy, reorganization, insolvency,
liquidation, receivership, dissolution, winding-up or relief of debtors or (b) any
general assignment for the benefit of creditors of a Person or any composition,
marshalling of assets for creditors of a Person, or other similar arrangement
in respect of its creditors generally or any substantial portion of its
creditors; in each of cases (a) and (b) undertaken under U.S.
Federal, state or foreign law, including the U.S. Bankruptcy Code.


 


“Exiting Purchaser” has
the meaning set forth in Section 1.4(b) of the Receivables
Purchase Agreement.


 


“Expected Dilution Ratio”
means at any time the rolling average of the Dilution Ratios for the preceding
twelve (12) months.


 


“Facility Termination
Date” means the earliest to occur of: (a) the Scheduled Facility
Termination Date, (b) the occurrence of the Facility Termination Date
pursuant to Section 2.2 of the Receivables Purchase Agreement, (c) the
date on which the Seller reduces the Purchase Limit to zero pursuant to Section 1.1(b) of
the Receivables Purchase Agreement, and (d) the date on which the
commitments of all of the Liquidity Providers have been terminated under the
related Liquidity Agreements; it being understood that with respect to any
Related Committed Purchaser, such Related Committed Purchaser’s Commitment
shall expire on the Scheduled Commitment Expiry Date unless renewed in
accordance with Section 1.12 of the Receivables Purchase Agreement.


 


“Federal Funds Rate”
means, for any day, the per annum rate set forth in the weekly statistical
release designated as H.15(519), or any successor publication, published by the
Federal Reserve Board (including any such successor, “H.15(519)”) for such day
opposite the caption “Federal Funds (Effective).” If on any relevant day such
rate is not yet published in H.15(519), the rate for such day will be the rate
set forth in the daily statistical release designated as the Composite 3:30 p.m.
Quotations for U.S. Government Securities, or any successor publication,
published by the Federal Reserve Bank of New York (including any such
successor, the “Composite 3:30 p.m. Quotations”) for such day under the
caption “Federal Funds Effective Rate.” If on any relevant day the appropriate
rate is not yet published in either H.15(519) or the Composite 3:30 p.m.
Quotations, the rate for such day will be the arithmetic mean as determined by
the Administrative Agent of the rates for the last transaction in overnight
Federal funds arranged before 9:00 a.m. (New York time) on that day by
each of three leading brokers of Federal funds transactions in New York City
selected by the Administrative Agent.


 


“Federal Reserve Board”
means the Board of Governors of the Federal Reserve System, or any entity
succeeding to any of its principal functions.


 


“Fees” means the fees
payable by the Seller to the Administrative Agent and the Purchasers pursuant
to the applicable Fee Letter.


 


“Fitch” means Fitch, Inc.


 


I-10

















 


“Fixed Period” means,
with respect to any Purchased Interest, (a) initially the period
commencing on (and including) the date of purchase of such Purchased Interest
and ending such number of days thereafter as the Seller shall select and the
Administrative Agent shall approve; and (b) thereafter each period
commencing on the last day of the immediately preceding Fixed Period for such
Purchased Interest and ending such number of days (but not more than ninety
(90)) as the Seller shall select and the Administrative Agent shall approve on
notice by the Seller received by the Administrative Agent (including notice by
telephone, confirmed in writing) not later than the third Business Day prior to
such last day, except that if the Administrative Agent shall not have
received such notice or approved such period on or before the third Business
Day prior to such last day, such period shall be one day; provided,
that:


 


(i)                                     any
Fixed Period (other than of one day) which would otherwise end on a day which
is not a Business Day shall be extended to the next succeeding Business Day; provided,
however, if Yield in respect of such Fixed Period is computed by
reference to the Euro-Rate, and such Fixed Period would otherwise end on a day
which is not a Business Day, and there is no subsequent Business Day in the
same calendar month as such day, such Fixed Period shall end on the next
preceding Business Day;


 


(ii)                                  in
the case of any Fixed Period of one day, (A) if such Fixed Period is the
initial Fixed Period for a purchase hereunder (other than a reinvestment), such
Fixed Period shall be the day of such purchase; (B) any subsequently
occurring Fixed Period which is one day shall, if the immediately preceding
Fixed Period is more than one day, be the last day of such immediately
preceding Fixed Period, and, if the immediately preceding Fixed Period is one
day, be the day next following such immediately preceding Fixed Period; and (C) if
such Fixed Period occurs on a day immediately preceding a day which is not a
Business Day, such Fixed Period shall be extended to the next succeeding
Business Day; and


 


(iii)                               in
the case of any Fixed Period with respect to any Purchased Interest which
commences before the Facility Termination Date and would otherwise end on a
date occurring after the Facility Termination Date, such Fixed Period shall end
on such Facility Termination Date and the duration of each Fixed Period which
commences on or after the Facility Termination Date shall be of such duration
as shall be selected by the Administrative Agent.


 


“Foreign Obligor from
Highly Rated Countries” means an Obligor located in a country other than the
Untied States whose sovereign rating is at least AA by S&P and Aa2 by Moody’s.


 


“GAAP” means the
generally accepted accounting principles and practices in the United States,
consistently applied.


 


“Governmental Authority”
means any nation or government, any state or other political subdivision
thereof, any central bank (or similar monetary or regulatory authority) thereof,
any body or entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government, including any court,
and any Person owned or controlled, through stock or capital ownership or
otherwise, by any of the foregoing.


 


I-11

















 


“Governmental Obligor”
means an Obligor that is a U.S. government or a U.S. governmental subdivision,
agency or body.


 


“Indemnified Amounts” has
the meaning set forth in Section 3.1 of the Receivables Purchase
Agreement.


 


“Indemnified Party” has
the meaning set forth in Section 3.1 of the Receivables Purchase
Agreement.


 


“Independent Director”
has the meaning set forth in paragraph 3(c) of Exhibit IV to the
Receivables Purchase Agreement.


 


“Information Package”
means a report, in substantially the form of Annex A to the Receivables
Purchase Agreement, furnished to the Administrative Agent pursuant to the
Agreement.


 


“Insolvency Proceeding”
means: (a) any case, action or proceeding before any court or other
Governmental Authority relating to bankruptcy, reorganization, insolvency,
liquidation, receivership, dissolution, winding-up or relief of debtors, or (b) any
general assignment for the benefit of creditors, composition, marshaling of assets
for creditors, or other, similar arrangement in respect of its creditors
generally or any substantial portion of its creditors, in each case undertaken
under U.S. Federal, state or foreign law, including the Bankruptcy Code.


 


“Internal Revenue Code”
means the Internal Revenue Code of 1986, as amended from time to time, and any
successor statute of similar import, together with the regulations thereunder,
in each case as in effect from time to time. References to sections of the
Internal Revenue Code also refer to any successor sections.


 


“Investment” means with
respect to each Purchaser the amount paid to the Seller by such Purchaser
pursuant to the Agreement, reduced from time to time by Collections distributed
to and received by (and on behalf of) such Purchaser and applied on account of
such Investment pursuant to Section 1.5 of the Receivables Purchase
Agreement; provided, that if such Investment shall have been reduced by
any distribution and thereafter all or a portion of such distribution is rescinded
or must otherwise be returned for any reason, such Investment shall be
increased by the amount of such rescinded or returned distribution as though it
had not been made.


 


“Lending Office” means
the office or branch out of which a Purchaser books its Investment.


 


“Liquidity Agent” means
Calyon in its capacity as agent for the Liquidity Banks under the Liquidity
Agreement.


 


“Liquidity Agreement”
means the Liquidity Asset Purchase Agreement entered into in connection with
this Agreement pursuant to which the Liquidity Providers agree to make
purchases or advances to, or purchase assets from, the Conduit Purchaser in
order to provide liquidity for the Conduit Purchaser’s Purchases.


 


I-12

















 


“Liquidity Provider” means
each bank or other financial institution that provides liquidity support to the
Conduit Purchaser pursuant to the terms of the Liquidity Agreement.


 


“Lock-Box Account” means
an account maintained at a bank or other financial institution for the purpose
of receiving Collections.


 


“Lock-Box Agreement”
means an agreement, among the Seller, the Servicer and a Lock-Box Bank.


 


“Lock-Box Bank” means any
of the banks or other financial institutions holding one or more Lock-Box
Accounts.


 


“Loss Horizon Ratio” means
for any calendar month, the ratio determined by dividing the aggregate amount
of newly generated Pool Receivables for the most recent four calendar months by
the Net Receivables Pool Balance as of the last day of such calendar month.


 


“Loss Ratio” means at any
time the highest three month rolling average of the Aged Receivables Ratio
during the immediately preceding twelve months.


 


“Loss Reserve” means, for
any date, an amount equal to the product of the Net Receivables Pool Balance as
of such date times the Loss Reserve Percentage as of such date.


 


“Loss Reserve Percentage”
means, for any date, the greater of (a) the Minimum Loss Reserve
Percentage and (b) the product of (i) the Stress Factor, (ii) the
Loss Ratio and (iii) the Loss Horizon Ratio.


 


“Majority Purchasers”
means, at any time except as set forth in the proviso to this definition,
Purchasers whose Commitments aggregate more than 66.67% of the aggregate of the
Commitments of all Purchasers; provided, however, that so long as
any Purchaser’s Commitment is greater than 50% of the aggregate Commitments,
then “Majority Purchasers” shall not have the foregoing meaning but shall mean
a minimum of two Purchasers whose Commitments aggregate more than 50% of the
aggregate Commitments.


 


“Material Adverse Effect”
means, relative to any Person with respect to any event or circumstance, a
material adverse effect on:


 


(a) the
assets, operations, business or financial condition of such Person,


 


(b) the
ability of any of such Person to perform its obligations under the
Agreement or any other Transaction Document to which it is a party,


 


(c) the
validity or enforceability of any other Transaction Document, or the validity,
enforceability or collectibility of a material portion of the Pool Receivables,
or


 


(d) the
status, perfection, enforceability or priority of any Purchaser’s or the Seller’s
interest in the Pool Assets.


 


“Minimum Loss Reserve
Percentage” means at any time 12%.


 


I-13

















 


“Moody’s” means Moody’s
Investors Service, Inc.


 


“Month-End Date” means
the last day of each calendar month.


 


“Monthly Settlement Date”
means the first Business Day of each calendar month.


 


“Net Receivables Pool
Balance” means, at any time the Outstanding Balance of Eligible Receivables
then in the Receivables Pool reduced by the sum of (without duplication) (i) the
aggregate amount by which the Outstanding Balance of Eligible Receivables of
each Obligor then in the Receivables Pool exceeds the product of (A) the
applicable Normal Concentration Percentage for such Obligor multiplied by (B) the
Outstanding Balance of the Eligible Receivables then in the Receivables Pool, (ii) the
aggregate amount by which the Outstanding Balance of Eligible Receivables of
each Special Obligor then in the Receivables Pool exceeds the product of (A) the
applicable Special Concentration Percentage for such Special Obligor multiplied
by (B) the Outstanding Balance of the Eligible Receivables then in the
Receivables Pool (iii) the aggregate amount by which the Outstanding
Balance of all Eligible Receivables then in the Receivables Pool the Obligors
of which are Governmental Obligors exceeds 5.0% of the Outstanding Balance of
the Eligible Receivables then in the Receivables Pool, (iv) provided that
the aggregate amount by which the Outstanding Balance of all Eligible
Receivables then in the Receivables Pool the Obligors of which are OECD
Obligors (other than OECD Obligors located in the United States and excluding
Eligible Receivables of Foreign Obligors from Highly Rated Countries that are
included in the amount described in the next clause (v)) exceeds 7.0% of
the Outstanding Balance of the Eligible Receivables then in the Receivables
Pool, (v) the aggregate amount by which the Outstanding Balance of all
Eligible Receivables then in the Receivables Pool the Obligors of which are
Foreign Obligors from Highly Rated Countries exceeds 17.0% of the Outstanding
Balance of the Eligible Receivables then in the Receivables Pool, and (vi) the
aggregate amount by which the Outstanding Balance of Eligible Receivables of
each OECD Obligor (other than OECD Obligors located in the United States) and
each Foreign Obligor from Highly Rated Countries then in the Receivables Pool
exceeds the product of (A) 1% multiplied by (B) the Outstanding
Balance of the Eligible Receivables then in the Receivables Pool, and (vii) the
highest one-month aggregate balance of credit memos issued by Amphenol
Aerospace pursuant to its Distributor Incentive Program during the 12 most
recent calendar months.


 


“Normal Concentration
Percentage” means, at any time for any Obligor (a) which is a Special
Obligor, the Special Concentration Percentage with respect to such Special
Obligor, (b) which is not a Special Obligor, (i) if the short-term
ratings of such Obligor is at least A-1+ from S&P and P-1 from Moody’s,
12.0%; (ii) if the short-term ratings of such Obligor is less than the
ratings specified in (i) above but is at least A-1 from S&P and P-1
from Moody’s, 12.0%; (iii) if the short-term ratings of such Obligor is
less than the ratings specified in (i) and (ii) above but is at least
A-2 from S&P and P-2 from Moody’s, 6%; (iv) if the short-term ratings
of such Obligor is less than the ratings specified in (i), (ii) or (iii) above
but is at least A-3 from S&P and P-3 from Moody’s, 4% and (v) if such
Obligor does not have a short-term rating from both Moody’s and S&P, 3%; provided
that if the Obligor does not have a short-term rating but has a long
term rating, then the equivalent long-term rating (as set forth in Annex H)
shall be used; provided  further that if such Obligor has split
ratings, the lower of the two ratings shall apply, provided  


 


I-14






 













 


further
that in the case of an Obligor with an Affiliated Obligor, the Normal
Concentration Percentage shall be calculated as if such Obligor and such
Affiliated Obligor are one Obligor.


 


“Notes” means short-term
promissory notes issued, or to be issued, by the Conduit Purchaser to fund its
investments in accounts receivable or other financial assets.


 


“Obligations” means (i) all
obligations of Seller, Servicer and Amphenol to any Purchaser, the
Administrative Agent and their respective successors, permitted transferees and
assigns arising in connection with the Transaction Documents, and (ii) all
obligations of Seller, Servicer and Amphenol so any Indemnified Party arising
out of Sections 3.1 and 3.2 of the Receivables Purchase
Agreement, in each case howsoever created, arising or evidenced, whether direct
or indirect, absolute or contingent, now or hereafter arising or due or to
become due.


 


“Obligor” means, with
respect to any Receivable, the Person obligated to make payments pursuant to
the Contract relating to such Receivable.


 


“OECD Country” means any
of Australia, Austria, Belgium, Canada, Czech Republic, Denmark, Finland,
France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Japan, Korea,
Luxembourg, Mexico, Netherlands, New Zealand, Norway, Poland, Portugal, Slovak
Republic, Spain, Sweden, Switzerland, Turkey, United Kingdom and United States.


 


“OECD Obligor” means an
Obligor located in an OECD Country.


 


“Originator” means each
Person listed on Schedule IV to the Receivables Purchase Agreement,
as such Schedule shall be amended from time to time.


 


“Originator Closing Date”
with respect to each Originator, means the date on which the first purchases
under the Purchase and Sale Agreement shall occur as to such Originator.


 


“Outstanding Balance”
means (i) with respect to any Receivable at any time, the then outstanding
principal balance thereof and (ii) with respect to the Receivables Pool at
any time, the aggregate outstanding principal balance of all the Pool
Receivables.


 


“Payment Date” means (i) the
Closing Date and (ii) the 15th day of each calendar month following
thereafter or, if such day is not a Business Day, the next Business Day.


 


“Permitted Investment”
means any one of the following types of investments:


 


(a)                                  marketable
obligations of the United States of America, the full and timely payment of
which are backed by the full faith and credit of the United States of America;


 


(b)                                 marketable
obligations, the full and timely payment of which are directly and fully
guaranteed by the full faith and credit of the United States of America;


 


(c)                                  bankers’
acceptances, certificates of deposit and other interest-bearing obligations (in
each case having a maturity of not more than 90 days from the date of
acquisition) and issued by any bank with capital, surplus and undivided profits



 


I-15

















 


aggregating at
least $100,000,000, the short-term securities of which have a highest
short-term credit available rating from each of Moody’s, S&P and Fitch;


 


(d)                                 repurchase
obligations with a term of not more than ten days for underlying securities of
the types described in clauses (a), (b) and (c) above
entered into with any bank of the type described in clauses (c) above;


 


(e)                                  commercial
paper which has a rating which is at least as high as the rating of the Notes;


 


(f)                                    freely
redeemable shares in money market funds which invest solely in obligations,
bankers’ acceptances, certificates of deposit, repurchase agreements and
commercial paper of the types described in clauses (a) through (e),
without regard to the limitations as to the maturity of such obligations,
bankers’ acceptances, certificates of deposit, repurchase agreements or
commercial paper set forth in such clauses, which money market funds are rated
at least AA by Fitch, AA by S&P and Aa1 by Moody’s; and


 


(g)                                 demand
deposits, time deposits or certificates of deposit (having original maturities
of no more than 365 days) of depository institutions or trust companies and
subject to supervision and examination by government banking or depository
institution authorities; provided, that at the time such investment, or the
commitment to make such investment, is entered into, the short-term debt rating
of such depository institution or trust company shall be rated by each of Moody’s,
S&P and Fitch at least as highly as the Notes.


 


“Person” means an
individual, partnership, corporation (including a business trust), joint stock
company, trust, unincorporated association, joint venture, limited liability
company or other entity, or a government or any political subdivision or agency
thereof.


 


“Pool Assets” has the
meaning set forth in Section 1.2(d) of the Receivables
Purchase Agreement.


 


“Pool Receivable” means a
Receivable in the Receivables Pool.


 


“Pool Receivables Assets”
has the meaning set forth in Section 1.1(a) of the Receivables
Purchase Agreement.


 


“Portion of Investment”
means, with respect to any Purchaser and its related Investment, the portion of
such Investment being funded or maintained by such Purchaser by reference to a
particular interest rate basis.


 


“Program Support
Agreement” means and includes any Liquidity Agreement and any other agreement
entered into by any Program Support Provider providing for: (a) the
issuance of one or more letters of credit for the account of the Conduit
Purchaser, (b) the issuance of one or more surety bonds for which the
Conduit Purchaser is obligated to reimburse the applicable Program Support
Provider for any drawings thereunder, (c) the sale by the Conduit
Purchaser to any Program Support Provider of the Purchased Interest (or
portions thereof) maintained by the 


 


I-16

















 


Conduit Purchaser
and/or (d) the making of loans and/or other extensions of credit to the
Conduit Purchaser in connection with the Conduit Purchaser’s securitization
program contemplated in the Agreement, together with any letter of credit,
surety bond or other instrument issued thereunder (but excluding any
discretionary advance facility provided by the Administrative Agent).


 


“Program Support Provider”
means and includes with respect to the Conduit Purchaser, any Liquidity
Provider  and any other Person (other
than any customer of the Conduit Purchaser) now or hereafter extending credit
or having a commitment to extend credit to or for the account of, or to make
purchases from, the Conduit Purchaser pursuant to any Program Support
Agreement.


 


“Purchase” is defined in Section 1.1(a) of
the Receivables Purchase Agreement.


 


“Purchase and Sale
Termination Date” has the meaning set forth in Section 1.4 of the
Purchase and Sale Agreement.


 


“Purchase Date” means the
date of which a Purchase or a reinvestment is made pursuant to the Agreement.


 


“Purchase Facility” has
the meaning set forth in Section 1.1 of the Sale Agreement.


 


“Purchase Limit” means at
any time the aggregate of the Commitments of all Related Committed Purchasers
at such time (which shall initially be $100,000,000), as such amount may be
reduced pursuant to the Agreement. References to the unused portion of the
Purchase Limit shall mean, at any time, the Purchase Limit minus the then
outstanding Aggregate Investment.


 


“Purchased Interest”
means, at any time, the undivided percentage ownership interest in: (a) all
Pool Receivables then existing, (b) all Related Security with respect to
such Pool Receivables and (c) all Collections with respect to, and other
proceeds of, such Pool Receivables and Related Security. Such undivided
percentage ownership interest shall be computed as:


 


Aggregate
Investment + Total Reserves

Net Receivables Pool Balance


 


The Purchased Interest
shall be determined from time to time pursuant to Section 1.3 of
the Receivables Purchase Agreement.


 


“Purchaser” means the
Conduit Purchaser and/or each Related Committed Purchaser, as applicable.


 


“Rating Agency Condition”
means, with respect to any material event or occurrence, receipt by the
Administrative Agent of written confirmation from each of Fitch, S&P and
Moody’s that such event or occurrence shall not cause the rating on the then
outstanding Notes of the Conduit Purchaser to be downgraded or withdrawn.


 


“Receivable” means any
right of the Seller or any Originator to payment from or on behalf of an
Obligor that is not an Amphenol Person, whether constituting an account,
chattel paper, payment intangible, instrument or general intangible, arising
from the sale by the 


 


I-17

















 


Originators of
their respective goods and services, and includes, without limitation, the
right to payment of any interest or finance charges, fees and other charges or
obligation of such Obligor with respect thereto. Indebtedness and other
obligations arising from any one transaction, including, without limitation,
indebtedness and other obligations represented by an individual invoice or
agreement, shall constitute a Receivable separate from a Receivable consisting
of the indebtedness and other obligations arising from any other transaction.


 


“Receivables Pool” means,
at any time, all of the then outstanding Receivables purchased by the Seller
pursuant to the Sale Agreement prior to the Facility Termination Date.


 


“Receivables Term” means
the number of days from the origination of a Pool Receivable to the original
scheduled payment date with respect to such Pool Receivable.


 


“Related Committed
Purchaser” means each Person listed as such (and its respective Commitment) for
the Conduit Purchaser as set forth on the signature pages of the
Receivables Purchase Agreement or in any Assumption Agreement or Transfer
Supplement.


 


“Related Security” means,
with respect to any Receivable:


 


(a)  all
of the Seller’s and the Originator thereof’s interest in any goods (including
returned goods), and documentation of title evidencing the shipment or storage
of any goods (including returned goods), relating to any sale giving rise to
such Receivable,


 


(b)  all
instruments and chattel paper that may evidence such Receivable,


 


(c)  all
other security interests or liens and property subject thereto from time to
time purporting to secure payment of such Receivable, whether pursuant to the
Contract related to such Receivable or otherwise, together with all UCC
financing statements or similar filings relating thereto,


 


(d)  all
of the Seller’s and the Originator thereof’s rights, interests and claims under
the Contracts and all guaranties, indemnities, insurance and other agreements
(including the related Contract) or arrangements of whatever character from
time to time supporting or securing payment of such Receivable or otherwise
relating to such Receivable, whether pursuant to the Contract related to such
Receivable or otherwise, and


 


(e)  all
of the Seller’s rights, interests and claims (but not obligations) under the
Sale Agreement.


 


“Report Date” has the
meaning set forth in Section 4.7(a).


 


“Reserves” means, with
respect to the Purchased Interest as of any day, the sum of (i) the Yield
Reserve, (ii) the Servicing Fee Reserve, (iii) the Loss Reserve and (iv) the
Dilution Reserve as of such day.


 


“Reserve Dilution Ratio”
means for any calendar month the ratio (expressed as a percentage and rounded
to the nearest 1/100th of 1%, with 5/1000th of 1% rounded upward) computed as
of the last day of such calendar month, by dividing (a) the aggregate
Dilutions for 


 


I-18

















 


such calendar
month by (b) the aggregate amount of newly generated Receivables during
the previous calendar month.


 


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


 


“Sale Agreement” means
the Purchase and Sale Agreement, dated as of July 31, 2006, among the
Seller, the Originators and the Servicer as amended through the date of the
Agreement and as such agreement may be amended, amended and restated,
supplemented or otherwise modified from time to time.


 


“Scheduled Commitment
Expiry Date” means July 30, 2007.


 


“Scheduled Facility
Termination Date” means, initially, July 30, 2009, or such later date as
the Seller, the Purchaser and the Administrative Agent may agree from time
to time.


 


“Seller” means Amphenol
Funding Corp., a Delaware corporation.


 


“Seller’s Share” of any
amount means the greater of: (a) $0 and (b) such amount minus the
product of (i) such amount multiplied by (ii) the Purchased Interest.


 


“Servicer” has the
meaning set forth in the preamble to the Agreement.


 


“Servicer Person” means
each Originator, as agent of Amphenol (as Servicer) for the purpose of
servicing, administering and collecting the portion of the Receivables sold by
such Originator to Seller, as set forth in the Receivables Purchase Agreement.


 


“Servicing Fee” shall
mean the fee referred to in Section 4.6 of the Receivables Purchase
Agreement.


 


“Servicing Fee Reserve”
for any Purchased Interest at any time means the sum of (i) the then
unpaid Servicing Fee relating to such Purchased Interest accrued to such time,
plus (ii) an amount equal to the product of (a) the aggregate Pool
Receivables relating to such Purchased Interest on such date, (b) the
decimal equivalent of the percentage per annum at which the Servicing Fee is
accruing at such time, (c) the Stress Factor and (d) a fraction
having the Days Sales Outstanding (as in effect at such date) as its numerator
and 360 as its denominator.


 


“Settlement Date” means (a) with
respect to any Portion of Investment, the last Business Day of the Fixed Period
for such Portion of Investment and (b) with respect to any fees payable
under the Agreement, the Monthly Settlement Date.


 


“Solvent” means, with
respect to any Person at any time, a condition under which:


 


(i)                                     the
fair value and present fair saleable value of such Person’s total assets is, on
the date of determination, greater than such Person’s total liabilities
(including contingent and unliquidated liabilities) at such time;


 


(ii)                                  the
fair value and present fair saleable value of such Person’s assets is greater
than the amount that will be required to pay such Person’s probable liability
on its 


 


I-19

















 


existing debts
as they become absolute and matured (“debts,” for this purpose, includes all
legal liabilities, whether matured or unmatured, liquidated or unliquidated,
absolute, fixed, or contingent);


 


(iii)                               such
Person is and shall continue to be able to pay all of its liabilities as such
liabilities mature; and


 


(iv)                              such
Person does not have unreasonably small capital with which to engage in its
current and in its anticipated business.


 


For purposes of this
definition:


 


(A)                              the
amount of a Person’s contingent or unliquidated liabilities at any time shall
be that amount which, in light of all the facts and circumstances then
existing, represents the amount which can reasonably be expected to become an
actual or matured liability;


 


(B)                                the
“fair value” of an asset shall be the amount which may be realized within
a reasonable time either through collection or sale of such asset at its
regular market value;


 


(C)                                the
“regular market value” of an asset shall be the amount which a capable and
diligent business person could obtain for such asset from an interested buyer
who is willing to Purchase such asset under ordinary selling conditions; and


 


(D)                               the
“present fair saleable value” of an asset means the amount which can be
obtained if such asset is sold with reasonable promptness in an arm’s-length
transaction in an existing and not theoretical market.


 


“Special Concentration
Percentage” means, with respect to any Special Obligor, such percentage as the
Administrative Agent shall specify in writing to the Seller and the Servicer
from time to time; provided that the Administrative Agent may cancel
or reduce any Special Concentration Percentage, in its sole discretion, upon
three Business Days notice to the Seller; provided further that if any Special
Obligor is downgraded by any Rating Agency below the ratings it had as of the
Closing Date (or if so specified on Annex F, any date specified in relation to
the initial designation of such Special Obligor), the Special Concentration
Percentage with respect to such Special Obligor will not apply and instead the
Normal Concentration Percentage will apply with respect to such Special
Obligor.


 


“Special Obligor” means
as defined in Annex F.


 


“Stress Factor” means
2.0.


 


“Subsidiary” means, as to
any Person, a corporation, partnership, limited liability company or other
entity of which shares of stock of each class or other interests having
ordinary voting power (other than stock or other interests having such power
only by reason of the happening of a contingency) to elect a majority of the
Board of Directors or other managers of such entity are at the time owned, or
management of which is otherwise controlled: (a) by such 


 


I-20

















 


Person, (b) by
one or more Subsidiaries of such Person or (c) by such Person and one or
more Subsidiaries of such Person.


 


“Tangible Net Worth”
means, with respect to any Person, the tangible net worth of such Person as
determined in accordance with GAAP.


 


“Termination Day” means: (a) each
day on which the conditions set forth in Section 2 of Exhibit II
to the Receivables Purchase Agreement are not satisfied or (b) each day on
or after the Facility Termination Date.


 


“Termination Event” has
the meaning specified in Exhibit V to the Agreement.


 


“Three Month 61-90 Days
Past Due Ratio” means at any time the three month rolling average of the 61-90
Days Past Due Ratios during the immediately preceding three months.


 


“Three Month 91-120 Days
Past Due Ratio” means at any time the three month rolling average of the 91-120
Days Past Due Ratios during the immediately preceding three months.


 


“Total Reserves” means,
at any time, an amount equal to the sum of (i) the Yield Reserve, plus (ii) the
Loss Reserve, plus (iii) the Servicing Fee Reserve, plus (iv) the
Dilution Reserve.


 


“Transaction Documents”
means the Agreement, the Lock-Box Agreements, the Concentration Account
Agreement, each Fee Letter, the Sale Agreement, the Undertaking Agreement and
all other certificates, instruments, UCC financing statements, reports,
notices, agreements and documents executed or delivered under or in connection
with the Agreement, in each case as the same may be amended, supplemented
or otherwise modified from time to time in accordance with the Agreement.


 


“Transfer Supplement” has
the respective meanings set forth in Sections 6.3(c).


 


“UCC” means the Uniform Commercial
Code as from time to time in effect in the applicable jurisdiction.


 


“Unmatured Purchase and
Sale Termination Event” means any event which, with the giving notice or lapse
of time, or both, would become a Purchase and Sale Termination Event.


 


“Unmatured Termination
Event” means an event that, with the giving of notice or lapse of time, or
both, would constitute a Termination Event.


 


“Weighted Average Term”
means, as of any date of determination, a number of days determined by taking
the sum for each Receivables Term then included in the Pool Receivables of the
product of (A) such Receivables Term multiplied by (B) the percentage
of the aggregate Outstanding Balance of all Pool Receivables represented by
Pool Receivables with such Receivables Term.


 


“Yield” means for each
Purchased Interest for each Fixed Period:


 


I-21

















 


(a)                                  for
each day during such Fixed Period to the extent such Purchased Interest will be
funded on such day by the Conduit Purchaser through the issuance of commercial
paper notes, the CP Rate; and


 


(b)                                 for
each day during such Fixed Period to the extent such Purchased Interest (i) will
be funded on such day by the Conduit Purchaser under the Liquidity Facility, or
(ii) such Purchased Interest has been purchased by the Liquidity Agent as
agent for the Liquidity Banks, the Alternate Rate;


 


provided,
that no provision of the Agreement shall require the payment or permit the
collection of Yield in excess of the maximum permitted by applicable law; and provided
further, that Yield for any Purchased Interest shall not be considered
paid by any distribution to the extent that at any time all or a portion of
such distribution is rescinded or must otherwise be returned for any reason.


 


“Yield Protection Fee” means,
for any Fixed Period, with respect to any Portion of Investment, to the extent
that (i) any payments are made by the Seller to the related Purchaser in
respect of such Investment hereunder prior to the applicable maturity date of
any Notes or other instruments or obligations used or incurred by such
Purchaser to fund or maintain such Portion of Investment or (ii) any
failure by the Seller to borrow, continue or prepay any Portion of Investment
on the date specified in any Purchase Notice delivered pursuant to Section 1.2
of the Receivables Purchase Agreement, the amount, if any, by which: (a) the
additional Yield related to such Portion of Investment that would have accrued
through the maturity date of such Notes or other instruments on the portion thereof
for which payments were received for the Seller, exceeds (b) the income,
if any, received by such Purchaser from investing the proceeds so received in
respect of such Portion of Investment, as determined by the Administrative
Agent, which determination shall be binding and conclusive for all purposes,
absent manifest error.


 


“Yield Reserve” means, at
any time, an amount equal to:


 


	
   

  	
   

  	
   

  	
   

  	
  C x [[B x SF x (DSO/360)] + AUY]

  



 


where:


 


	
  C

  	
   

  	
  =

  	
   

  	
  the Aggregate Investment at the close of business of the Servicer on
  such date,

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AUY

  	
   

  	
  =

  	
   

  	
  accrued and unpaid Yield on such date for the Purchased Interest,

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  B

  	
   

  	
  =

  	
   

  	
  the Base Rate as in effect on such date, and

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DSO

  	
   

  	
  =

  	
   

  	
  the Days Sales Outstanding as in effect on such date.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SF

  	
   

  	
  =

  	
   

  	
  the Stress Factor as in effect on such date.

  



 


Other Terms.
All accounting terms not specifically defined herein shall be construed in
accordance with generally accepted accounting principles. All terms used in Article 9
of the UCC in the State of New York, and not specifically defined herein, are
used herein as defined in 


 


I-22

















 


such Article 9.
Unless the context otherwise requires, “or” means “and/or,” and “including”
(and with correlative meaning “include” and “includes”) means including without
limiting the generality of any description preceding such term.


 


I-23

















 


EXHIBIT II


CONDITIONS OF PURCHASES


 


1.                                       Conditions
Precedent to Initial Purchase. The initial Purchase under this Agreement is
subject to the following conditions precedent that the Administrative Agent
shall have received on or before the date of such Purchase, each in form and
substance (including the date thereof) satisfactory to the Administrative
Agent:


 


(a) 
A counterpart of the Agreement executed by the
parties thereto.


 


(b) 
Certified copies of: (i) the resolutions of the Board
of Directors of each of the Seller, the Originators and Amphenol Corporation authorizing
the execution, delivery and performance by the Seller, such Originator and Amphenol Corporation, as the case may be,
of the Agreement and the other Transaction Documents to which it is a party; (ii) all
documents evidencing other necessary corporate action and governmental
approvals, if any, with respect to the Agreement and the other Transaction
Documents and (iii) the certificate of incorporation and by-laws of the
Seller, each Originator and Amphenol
Corporation.


 


(c) 
A certificate of the Secretary or Assistant Secretary of
the Seller, the Originators and Amphenol
Corporation certifying the names and true signatures of its
officers who are authorized to sign the Agreement and the other Transaction
Documents. Until the Administrative Agent receives a subsequent incumbency
certificate from the Seller, an Originator or Amphenol Corporation, as the case may be,
the Administrative Agent shall be entitled to rely on the last such certificate
delivered to it by the Seller, such Originator or Amphenol Corporation, as the case may be.


 


(d) 
Acknowledgment copies, or time stamped receipt copies, of
proper financing statements, duly filed on or before the date of such initial
purchase under the UCC of all jurisdictions that the Administrative Agent may deem
necessary or desirable in order to perfect the interests of the Seller, Amphenol Corporation and the
Administrative Agent (on behalf of each Purchaser) contemplated by the
Agreement and the Sale Agreement.


 


(e) 
Acknowledgment copies, or time-stamped receipt copies, of
amendments to proper financing statements and UCC-3 termination statements, if
any, necessary to release all security interests and other rights of any Person
in the Receivables, Contracts or Related Security previously granted by the
Originators, Amphenol
Corporation, the Seller or any other Person, including, but
not limited to, all security interests and other rights granted in connection
with the Nesbitt Burns Transaction Documents.


 


(f) 
Completed UCC search reports, dated on or shortly before
the date of the initial purchase hereunder, listing the financing statements
filed in all applicable jurisdictions referred to in subsection (d) above
that name the Originators or the Seller as debtor, together with copies of such
other financing statements, and similar search reports with respect to judgment
liens, federal tax liens and liens of the Pension Benefit Guaranty Corporation
in such jurisdictions, as the Administrative Agent may request, showing (i) no
Adverse Claims on any Pool Assets and (ii) without limiting the foregoing,
the termination of all security interests and other rights granted in
connection with the Nesbitt Burns Transaction Documents.


 


II-1

















 


(g) 
Favorable opinion, in form and substance reasonably
satisfactory to the Administrative Agent, of (i) Pillsbury Winthrop Shaw
Pittman LLP, counsel for the Seller, the Originators, Amphenol Corporation and the
Servicer; and (ii) Edward C. Wetmore, General Counsel to the Seller,
Amphenol, and the other Originators.


 


(h) 
Satisfactory results of a review and audit (performed by
representatives of the Administrative Agent) of the Servicer’s collection,
operating and reporting systems, the Credit and Collection Policy of each
Originator, historical receivables data and accounts, including satisfactory
results of a review of the Servicer’s operating location(s) and satisfactory
review and approval of the Eligible Receivables in existence on the date of the
initial purchase under the Agreement, as confirmed in the agreed upon
procedures report prepared by Protiviti, and delivered to the Administrative
Agent prior to the date hereof.


 


(i) 
(a) A pro forma Information Package representing the
performance of the Receivables Pool for the calendar month before closing and (b) the
last “Periodic Report” provided pursuant to the Originators’ prior trade
receivables conduit financing program.


 


(j)  Good standing
certificates with respect to each of the Seller, the Originators and the
Servicer issued by the Secretary of State (or similar official) of the state of
each such Person’s organization and principal place of business.


 


(k)  To the extent required
by the Conduit Purchaser’s commercial paper program, letters from each of the
rating agencies then rating the Notes confirming the rating of such Notes after
giving effect to the transaction contemplated by the Agreement.


 


(l)  A computer file
containing all information with respect to the Receivables as the
Administrative Agent may reasonably request.


 


(m)  A certificate from an officer of the Seller
and the Servicer (in form satisfactory to the Administrative Agent) to the
effect that, on the date hereof, Seller has a Tangible Net Worth, as calculated
in accordance with GAAP, of at least Four Million Dollars ($4,000,000);


 


(n)  A certificate from an officer of Amphenol
Corporation to the effect that Servicer and each Originator have (i) deleted
any legend placed in connection with the Nesbitt Burns Transaction Documents
from the most recent, and (ii) placed on the most recent, and have taken
all steps reasonably necessary to ensure that there shall be placed on each
subsequent, data processing report that it generates which are of the type
which any proposed purchaser or lender would use to evaluate the Receivables,
the following legend (or the substantive thereof): “THE RECEIVABLES DESCRIBED
HEREIN HAVE BEEN SOLD TO AMPHENOL FUNDING CORP. PURSUANT TO A PURCHASE AND SALE
AGREEMENT, DATED AS OF JULY 31, 2006, AMONG AMPHENOL CORPORATION, CERTAIN
OTHER ORIGINATORS, AND AMPHENOL FUNDING CORP.; AND UNDIVIDED, FRACTIONAL OWNERSHIP
INTERESTS IN THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD TO ATLANTIC ASSET
SECURITIZATION LLC PURSUANT TO A RECEIVABLES PURCHASE AGREEMENT, DATED AS OF JULY 31,
2006, AMONG AMPHENOL FUNDING CORP., AMPHENOL CORPORATION, ATLANTIC ASSET
SECURITIZATION


 


II-2

















 


LLC, AND CALYON
NEW YORK BRANCH, AS ADMINISTRATIVE AGENT FOR THE PURCHASERS”;


 


(o)  The Amphenol Corporation
Undertaking Agreement, duly executed by Amphenol Corporation.


 


(p)  Lock-Box
Agreements.


 


(q)  The Concentration
Account Agreement.


 


(r)  Each Fee Letter.


 


(s)  The Sale Agreement.


 


(t)  Such other approvals,
opinions or documents as the Administrative Agent may reasonably request.


 


2.                                       Conditions
Precedent to All Purchases and Reinvestments. Each Purchase (including the
initial Purchase) and each reinvestment hereunder shall be subject to the
further conditions precedent that, on the date on which such Purchase or
reinvestment is made:


 


(a) 
in the case of each Purchase, the Servicer shall have
delivered to the Administrative Agent on or before such Purchase, in form and
substance satisfactory to the Administrative Agent, a completed pro forma
Information Package to reflect the level of Aggregate Investment with respect
to the Purchase and related reserves after such subsequent purchase;


 


(b)  all legal
matters related to the Facility shall have been found satisfactory to the
Administrative Agent and its counsel; and


 


(c) 
on the date of such Purchase or reinvestment the following
statements shall be true (and acceptance of the proceeds of such Purchase or
reinvestment by Seller shall be deemed a representation and warranty by the
Seller and the Servicer that such statements are then true):


 


(i)                                     the
representations and warranties contained in Exhibit III to the Agreement
are true and correct in all material respects on and as of the date of such
purchase or reinvestment as though made on and as of such date and shall be
deemed to have been made on such date;


 


(ii)                                  no
event has occurred and is continuing, or would result from such purchase or
reinvestment, that constitutes a Termination Event or an Unmatured Termination
Event; provided that the absence and continuance of an Unmatured Termination
Event (other than an Unmatured Termination Event described in clauses (e),
(i), (j), (k) or (l) of Exhibit V)
shall not be a condition precedent to (A) any reinvestment pursuant to Section 1.4(b) or
(B) any Purchase or reinvestment (including a reinvestment pursuant to Clause
(A)) if the Aggregate Investment at the close of business is not greater
than the Aggregate Investment at the opening of business;


 


(iii)                               the
Purchased Interest does not exceed 100%;


 


II-3

















 


(iv)                              Each
of the Seller, the Servicer and Amphenol Corporation has complied in all
material respects with all of the terms, covenants and agreements contained in
the Agreement and the other Transaction Documents that are applicable to it;
and


 


(v)                                 the
Facility Termination Date shall not have occurred and at least one Related
Committed Purchaser shall have a Commitment in full force and effect.


 


II-4

















 


EXHIBIT III


REPRESENTATIONS AND WARRANTIES


 


1.
Representations and Warranties of the Seller. In
order to induce the Purchasers and the Administrative Agent to enter into the
Agreement and, in the case of each Purchaser, to make Purchases and
Reinvestments hereunder, Seller represents and warrants as follows:


 


(a) 
The Seller is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of Delaware, and is duly qualified to do
business and is in good standing as a foreign corporation in every jurisdiction
where the nature of its business requires it to be so qualified.


 


(b) 
The execution, delivery and performance by the Seller of the Agreement and the
other Transaction Documents to which it is a party, including its use of the
proceeds of purchases and reinvestments: (i) are within its corporate
powers; (ii) have been duly authorized by all necessary corporate action; (iii) do
not contravene or result in a default under or conflict with: (A) its
charter or by-laws, (B) any law, rule or regulation applicable to it,
(C) any indenture, loan agreement, mortgage, deed of trust or other
agreement or instrument to which it is a party or by which it is bound, or (D) any
order, writ, judgment, award, injunction or decree binding on or affecting it
or any of its property; and (iv) do not result in or require the creation
of any Adverse Claim upon or with respect to any of its properties. The
Agreement and the other Transaction Documents to which it is a party have been
duly executed and delivered by the Seller.


 


(c) 
No authorization, approval or other action by, and no notice to or filing with,
any Governmental Authority or other Person is required for its due execution,
delivery and performance of the Agreement or any other Transaction Document to
which it is a party, other than the Uniform Commercial Code filings
referred to in Schedule V to the Agreement, all of which shall have been
filed on or before the date of the first purchase hereunder.


 


(d) 
Each of the Agreement and the other Transaction Documents to which the Seller
is a party constitutes its legal, valid and binding obligation enforceable
against the Seller in accordance with its terms, except as enforceability may be
limited by bankruptcy, insolvency, reorganization or other similar laws from
time to time in effect affecting the enforcement of creditors’ rights generally
and by general principles of equity, regardless of whether such enforceability
is considered in a proceeding in equity or at law.


 


(e) 
There is no pending or, to Seller’s  best
knowledge, threatened action or proceeding affecting Seller or any of its
properties before any Governmental Authority or arbitrator.


 


(f) 
No proceeds of any purchase or reinvestment will be used to acquire any equity
security of a class that is registered pursuant to Section 12 of the
Securities Exchange Act of 1934.


 


(g) 
Each Information Package (if prepared by the Seller or one of its Affiliates,
or to the extent that information contained therein is supplied by the Seller
or an Affiliate), information, exhibit, financial statement, document, book,
record or report furnished or to be furnished at any time by or on behalf of
the Seller to the Administrative Agent in connection with the Agreement 


 


III-1

















 


or any other
Transaction Document to which it is a party is or will be complete and accurate
in all material respects as of its date or as of the date so furnished, and
does not and will not contain any material misstatement of fact or omit to
state a material fact or any fact necessary to make the statements contained
therein not misleading.


 


(h) 
(1) For purposes of any applicable UCC, the Seller is located (as such
term is used in the applicable UCC) in the State of Delaware and (2) the
office where the Seller keeps its records concerning the Receivables is at the
address referred to in Sections 1(b) and 2(b) of Exhibit G
to the Purchase and Sale Agreement.


 


(i) 
The names and addresses of all the Lock-Box Banks, together with the account
numbers of the Lock-Box Accounts at such Lock-Box Banks, are specified in Schedule II
to this Agreement (or at such other Lock-Box Banks and/or with such other
Lock-Box Accounts as have been notified to the Administrative Agent in
accordance with this Agreement) and all Lock-Box Accounts are subject to
Lock-Box Agreements (except as otherwise agreed to in writing by the
Administrative Agent).


 


(j)  The Seller is not in violation of any order
of any court, arbitrator or Governmental Authority.


 


(k)  Neither the Seller nor any of its Affiliates
has any direct or indirect ownership or other financial interest in any
Purchaser.


 


(l)  No proceeds of any purchase or reinvestment
will be used for any purpose that violates any applicable law, rule or
regulation, including Regulations T, U or X of the Federal Reserve Board.


 


(m)  Each Pool Receivable included as an Eligible
Receivable in the calculation of the Net Receivables Pool Balance is an
Eligible Receivable.


 


(n)  No event has occurred and is continuing that
constitutes a Termination Event or an Unmatured Termination Event and no event
would result from a Purchase in respect of, or reinvestment in respect of, the
Purchased Interest or from the application of the proceeds therefrom that
constitutes a Termination Event or an Unmatured Termination Event.


 


(o)  The Seller has accounted for each sale of
undivided percentage ownership interests in Receivables in its books and
financial statements as a sale, consistent with generally accepted accounting
principles.


 


(p)  The Seller and the applicable Originator has
complied in all material respects with the Credit and Collection Policy of each
Originator with regard to each Receivable originated by such Originator.


 


(q)  The Seller has complied in all material
respects with all of the terms, covenants and agreements contained in the
Agreement and the other Transaction Documents that are applicable to it and all
laws, rules, regulations and orders that are applicable to it.


 


III-2

















 


(r)  The Seller’s complete corporate name is set
forth in the preamble to the Agreement, and it does not use and has not during
the last five years used any other corporate name, trade name, doing-business
name or fictitious name, except as set forth on Schedule III to the
Purchase and Sale Agreement and except for names first used after the date of
the Agreement and set forth in a notice delivered to the Administrative Agent
pursuant to Section 1(k)(iv) of Exhibit IV to this
Agreement.


 


(s)  The Seller is not an “investment company,” or
a company “controlled” by an “investment company” within the meaning of the
Investment Company Act of 1940, as amended. In addition, the Seller is not a “holding
company,” a “subsidiary company” of a “holding company” or an “affiliate” of a “holding
company” or of a “subsidiary company” of a “holding company” within the meaning
of the Public Utility Holding Company Act of 1935, as amended.


 


(t)  Since its most recent fiscal year end, there
has been no change in the business, operations, financial condition, properties
or assets of the Seller which would have a Material Adverse Effect on Seller.


 


2.
Representations and Warranties of Amphenol Corporation (including in
its capacity as the Servicer). Amphenol
Corporation, individually and in its capacity as the
Servicer, represents and warrants as follows:


 


(a) 
Amphenol Corporation
is a corporation duly incorporated, validly existing and in good standing under
the laws of the State of Delaware, and is duly qualified to do business and is
in good standing as a foreign corporation in every jurisdiction where the
nature of its business requires it to be so qualified.


 


(b) 
The execution, delivery and performance by Amphenol Corporation of the
Agreement and the other Transaction Documents to which it is a party, including
the Servicer’s use of the proceeds of purchases and reinvestments: (i) are
within its corporate powers; (ii) have been duly authorized by all
necessary corporate action; (iii) do not contravene or result in a default
under or conflict with: (A) its charter or by-laws, (B) any law, rule or
regulation applicable to it, (C) any indenture, loan agreement, mortgage,
deed of trust or other agreement or instrument to which it is a party or by
which it is bound, or (D) any order, writ, judgment, award, injunction or
decree binding on or affecting it or any of its property; and (iv) do not
result in or require the creation of any Adverse Claim upon or with respect to
any of its properties. The Agreement and the other Transaction Documents to
which Amphenol Corporation
is a party have been duly executed and delivered by Amphenol Corporation.


 


(c) 
No authorization, approval or other action by, and no notice to or filing with
any Governmental Authority or other Person, is required for the due execution,
delivery and performance by Amphenol
Corporation of the Agreement or any other Transaction
Document to which it is a party.


 


(d) 
Each of the Agreement and the other Transaction Documents to which Amphenol Corporation  is a party constitutes the legal, valid and
binding obligation of Amphenol
Corporation enforceable against Amphenol Corporation in accordance
with its terms, except as 


 


III-3

















 


enforceability may be
limited by bankruptcy, insolvency, reorganization or other similar laws from
time to time in effect affecting the enforcement of creditors’ rights generally
and by general principles of equity, regardless of whether such enforceability
is considered in a proceeding in equity or at law.


 


(e) 
The balance sheets of Amphenol
Corporation and its consolidated Subsidiaries as at March 31,
2006, and the related statements of income and retained earnings for the fiscal
year then ended, copies of which have been furnished to the Administrative
Agent, fairly present the financial condition of Amphenol Corporation and its
consolidated Subsidiaries as at such date and the results of the operations of Amphenol Corporation and its
Subsidiaries for the period ended on such date, all in accordance with
generally accepted accounting principles consistently applied, and since March 31,
2006 there has been no event or circumstances which have had a Material Adverse
Effect on Amphenol and its consolidated Subsidiaries.


 


(f) 
Except as disclosed in the most recent audited financial statements of Amphenol Corporation furnished to
the Administrative Agent, there is no pending or, to its best knowledge,
threatened action or proceeding affecting it or any of its Subsidiaries before
any Governmental Authority or arbitrator that could reasonably be expected to
have a Material Adverse Effect.


 


(g) 
No proceeds of any purchase or reinvestment will be used to acquire any equity
security of a class that is registered pursuant to Section 12 of the
Securities Exchange Act of 1934.


 


(h) 
Each Information Package (if prepared by Amphenol Corporation or one of its
Affiliates, or to the extent that information contained therein is supplied by Amphenol Corporation or an
Affiliate), information, exhibit, financial statement, document, book, record
or report furnished or to be furnished at any time by or on behalf of the
Servicer to the Administrative Agent, or any Purchaser in connection with the
Agreement is or will be complete and accurate in all material respects as of
its date or as of the date so furnished and does not and will not contain any
material misstatement of fact or omit to state a material fact or any fact
necessary to make the statements contained therein not misleading.


 


(i) 
Amphenol Corporation
is not in violation of any order of any court, arbitrator or Governmental
Authority.


 


(j)  Neither Amphenol Corporation nor any of
its Affiliates has any direct or indirect ownership or other financial interest
in any Purchaser.


 


(k)  The Servicer and the applicable Originator
has complied in all material respects with the Credit and Collection Policy of
each Originator with regard to each Receivable originated by such Originator.


 


(l)  Amphenol
Corporation has complied in all material respects with all of
the terms, covenants and agreements contained in the Agreement and the other
Transaction Documents that are applicable to it.


 


(m)  Amphenol
Corporation is not an “investment company” or a company “controlled”
by an “investment company” within the meaning of the Investment Company Act of
1940, as 


 


III-4

















 


amended. In
addition, Amphenol
Corporation is not a “holding company,” a “subsidiary company”
of a “holding company,” or an “affiliate” of a “holding company” or of a “subsidiary
company” of a “holding company” within the meaning of the Public Utility
Holding Company Act of 1935, as amended.


 


(n)  Since its most recent fiscal year end, there
has been no change in the business, operations, financial condition, properties
or assets of the Servicer which would have a Material Adverse Effect on the
Servicer.


 


3.
Supplemental Representations, Warranties and Agreements
Relating to UCC Issues. In addition to the representations, warranties and
agreements contained in Sections 1 and 2 of this Exhibit III, to
induce the Administrative Agents, the Purchasers to enter into the Agreement,
the Seller and (where indicated) the Servicer hereby represent, warrant,
covenant and agree as follows:


 


A. The
Pool Receivables.


 


(i)                                     The
Agreement creates a valid and continuing security interest (as defined in the
applicable UCC) in the Pool Assets in favor of the Administrative Agent and the
Purchasers which security interest is prior to all other Adverse Claims, and is
enforceable as such as against creditors of and purchasers from the Seller.


 


(ii)                                  The
Pool Receivables constitute either “accounts,” “payment intangibles,”  “instruments,”  “chattel paper” or “general intangibles”
within the meaning of the applicable UCC.


 


(iii)                               The
Seller owns and has good and marketable title to the Pool Receivables free and
clear of any Adverse Claim.


 


(iv)                              Seller
has caused (and will cause the Originator to cause), within ten days after the
Closing Date, the filing of all appropriate financing statements in the proper
filing office in the appropriate jurisdictions under applicable law in order to
perfect the sale of the Pool Receivables from the Originator to the Seller
pursuant to the Sale Agreement, and the sale and security interest therein from
the Seller to the Administrative Agent for the benefit of the Purchasers under
the Agreement, to the extent that such collateral constitutes “accounts,” “general
intangibles,” or “tangible chattel paper.”


 


(v)                                 With
respect to any Pool Receivables that constitute “tangible chattel paper”, if
any, the Seller (or the Servicer on its behalf) has in its possession the
original copies of such tangible chattel paper that constitute or evidence such
Pool Receivables, and the Seller has caused (and will cause the Originator to
cause), within ten days after the Closing Date, the filing of financing
statements described in clause (iv), above, each of which will contain a
statement to the effect that: “A purchase of or security interest in any
collateral described in this financing statement will violate the rights of the
Administrative Agent for the benefit of the Purchasers.”  The Pool Receivables to the extent they are
evidenced by “tangible chattel paper” do not have any marks or notations
indicating that they have been 


 


III-5

















 


pledged, assigned or otherwise conveyed to any
Person other than the Seller or the Administrative Agent for the benefit of the
Purchasers.


 


B. The
Accounts.


 


(i)                                     The
Accounts constitute “deposit accounts” within the meaning of the applicable
UCC.


 


(ii)                                  The
Seller owns and has good and marketable title to the Accounts free and clear of
any Adverse Claim.


 


(iii)                               The
Seller has delivered to the Administrative Agent fully executed Lock-Box  Agreements and a Concentration Account
Agreement, as applicable, relating to the Accounts, pursuant to which the applicable
account banks have agreed, following the occurrence and continuation of a
Termination Event, to comply with all instructions originated by the
Administrative Agent directing the disposition of funds in such Accounts
without further consent by the Seller or the Servicer.


 


C. Priority.


 


(i)                                     Other
than the transfer of the Pool Receivables to Seller and Administrative Agent
under the Sale Agreement and this Agreement, respectively, and/or the security
interest granted to the Seller and the Administrative Agent pursuant to the
Sale Agreement and this Agreement, respectively, neither Seller nor any
Originator has pledged, assigned, sold, granted a security interest in, or
otherwise conveyed any of the Pool Receivables or the Accounts or any
subaccount thereof, except for any such pledge, grant or other conveyance which
has been released or terminated. Neither the Seller nor any Originator has
authorized the filing of, or is aware of any financing statements against
either the Seller or such Originator that include a description of Pool
Receivables or the Accounts or any subaccount thereof, other than any financing
statement (i) relating to the sale thereof by such Originator to Seller
under the Sale Agreement, (ii) relating to the security interest granted to
Administrative Agent under this Agreement, or (iii) that has been released
or terminated.


 


(ii)                                  The
Seller is not is aware of any judgment, ERISA or tax lien filings against the
Seller or any Originator.


 


(iii)                               No
Account is in the name of any person other than the Seller or the
Administrative Agent (for the benefit of the Purchasers). Neither the Seller
nor the Servicer has consented to any bank maintaining such account to comply
with instructions of any person other than the Administrative Agent (for the
benefit of the Purchasers).


 


(iv)                              Notwithstanding
any other provision of the Agreement or any other Transaction Document, the
representations, warranties and agreements contained in Section 3
of Exhibit III of the Agreement shall be continuing, and remain in full
force and 


 


III-6

















 


effect until such time as the Purchased
Interest and all other obligations under the Agreement have been finally and
fully paid and performed.


 


(v)                                 The
parties to the Agreement (to the extent required pursuant to the terms of the
Conduit Purchaser’s commercial paper program): (i) shall not, without
obtaining a confirmation of the then-current rating of the Notes, waive any of
the representations set forth in this Section 3; (ii) shall
provide the Ratings Agencies with prompt written notice of any breach of any
representations set forth in this Section 3, and shall not, without
obtaining a confirmation of the then-current rating of the Notes (as determined
after any adjustment or withdrawal of the ratings following notice of such
breach) waive a breach of any of the representations set forth in this Section 3.


 


(vi)                              In
order to evidence the interests of the Administrative Agent (for the benefit of
the Purchasers) under this Agreement, the Servicer shall, from time to time
take such action, or execute and deliver such instruments as may be
necessary or advisable (including, without limitation, such actions as are
reasonably requested by the Administrative Agent (for the benefit of the Purchasers))
to maintain and perfect, as a first-priority interest, the Administrative Agent’s
security interest in the Pool Receivables, Related Security and Collections. The
Servicer shall, from time to time and within the time limits established by
law, prepare and present to the Administrative Agent (for the benefit of the
Purchasers) for the Administrative Agent’s authorization and approval all
financing statements, amendments, continuations or initial financing statements
in lieu of a continuation statement, or other filings necessary to continue,
maintain and perfect the Administrative Agent’s security interest as a
first-priority interest. The Administrative Agent’s approval of such filings
shall authorize the Servicer to file such financing statements under the UCC
without the signature of the Seller, any Originator or the Administrative Agent
where allowed by applicable law. Notwithstanding anything else in the
Transaction Documents to the contrary, the Servicer shall not have any
authority to file a termination, partial termination, release, partial release,
or any amendment that deletes the name of a debtor or excludes collateral of
any such financing statements, without the prior written consent of the
Administrative Agent (for the benefit of the Purchasers).


 


D. Preference.
Each remittance of collections by the Seller to the Purchasers under this
Agreement will have been (i) in payment of a debt incurred by the Seller
in the ordinary course of business or financial affairs of the Seller and (ii) made
in the ordinary course of business or financial affairs of the Seller.


 


III-7

















 


EXHIBIT IV


COVENANTS


 


l.
Covenants of the Seller. Until the latest of the
Facility Termination Date, the date on which no Aggregate Investment of or
Aggregate Yield in respect of the Purchased Interest shall be outstanding or
the date all other amounts owed by the Seller under the Agreement to any
Purchaser, the Administrative Agent and any other Indemnified Party or Affected
Person shall be paid in full:


 


a.
Compliance with Laws, Etc. The Seller shall comply
with all applicable laws, rules, regulations and orders, and preserve and
maintain its corporate existence, rights, franchises, qualifications and
privileges, except to the extent that the failure so to comply with such laws, rules and
regulations or the failure so to preserve and maintain such rights, franchises,
qualifications and privileges would not have a Material Adverse Effect.


 


b.
Location, Records and Books of Account, Etc. The
Seller shall provide the Administrative Agent with at least 30 days’ written
notice before making any change in the Seller’s name or making any other change
in the Seller’s identity, location or corporate structure (including a change
in jurisdiction of organization) that could render any UCC financing statement
filed in connection with this Agreement “seriously misleading” as such term (or
similar term) is used in the UCC; each notice to the Administrative Agent
pursuant to this sentence shall set forth the applicable change and the
effective date thereof. The office where the Seller keeps its records
concerning the Receivables shall be at the address set forth below its
signature to the Agreement or at such other office consented to in advance by
the Administrative Agent and the Majority Purchasers. The Seller also will
maintain and implement (or cause the Servicer to maintain and implement)
administrative and operating procedures (including an ability to recreate
records evidencing Receivables and related Contracts in the event of the
destruction of the originals thereof), and keep and maintain (or cause the
Servicer to keep and maintain) all documents, books, records, computer tapes
and disks and other information reasonably necessary or advisable for the
collection of all Receivables (including records adequate to permit the daily
identification of each Receivable and all Collections of and adjustments to
each existing Receivable). The Seller will (and will cause each Originator to)
on or prior to the date of the Agreement, (i) delete from its master data
processing records and other books and records relating to the Purchased
Interest all legends marked therein relating to the Nesbitt Burns Transaction
Documents and (iii) mark its master data processing records and other
books and records relating to the Purchased Interest (and at all times
thereafter (until the latest of the Facility Termination Date or the date all
other amounts owed by the Seller under the Agreement shall be paid in full) continue
to maintain such records) with a legend, acceptable to the Administrative
Agent, describing the Purchased Interest.


 


c.
Performance and Compliance with Contracts and Credit
and Collection Policy. The Seller shall (and shall cause the Servicer to),
at its expense, timely and fully perform and comply with all material
provisions, covenants and other promises required to be observed by it under
the Contracts related to the Receivables.


 


IV-1

















 


d.
Sales, Liens, Etc. The Seller shall not sell,
assign (by operation of law or otherwise) or otherwise dispose of, or create or
suffer to exist any Adverse Claim upon or with respect to, any or all of its
right, title or interest in, to or under any Pool Assets (including the Seller’s
undivided interest in any Receivable, Related Security or Collections, or upon
or with respect to any account to which any Collections of any Receivables are
sent), or assign any right to receive income in respect of any items contemplated
by this paragraph.


 


e.
Extension or Amendment of Receivables. Except as
provided in the Agreement, the Seller shall not, and shall not permit the
Servicer to, extend the maturity or adjust the Outstanding Balance or otherwise
modify the terms of any Pool Receivable, or in any material respect amend,
modify or waive any term or condition of any related Contract.


 


f.
Change in Business or Credit and Collection Policy.
The Seller shall not make (or permit any Originator to make) any change in the
character of its business or make or permit any material change to any Credit
and Collection Policy. The Seller will not make or permit any change to any
Credit or Collection Policy without giving prompt written notice thereof to the
Administrative Agent.


 


g.
Audits. The Seller shall (and shall cause each
Originator to), from time to time during regular business hours, as reasonably
requested in advance (unless a Termination Event or Unmatured Termination Event
exists) by the Administrative Agent, permit the Administrative Agent, or its
agents or representatives: (i) to examine and make copies of and abstracts
from all books, records and documents (including computer tapes and disks) in
the possession or under the control of the Seller (or any such Originator)
relating to Receivables and the Related Security, including the related
Contracts, and (ii) to visit the offices and properties of the Seller and
the Originators for the purpose of examining such materials described in clause
(i) above, and to discuss matters relating to Receivables and the
Related Security or the Seller’s, Amphenol  Corporation’s or the Originators’ performance
under the Transaction Documents or under the Contracts with any of the
officers, employees, agents or contractors of the Seller, Amphenol Corporation or the
Originators having knowledge of such matters. The Administrative Agent shall be
entitled to conduct one audit per calendar year pursuant to this section at
the expense of the Seller, but shall be responsible for any expenses incurred
pursuant to any additional audits in any calendar year (unless a Termination
Event or Unmatured Termination Event exists).


 


h.
Change in Lock-Box Banks, Lock-Box Accounts and Payment
Instructions to Obligors. The Seller shall not, and shall not permit the Servicer
or any Originator to, add or terminate any bank as a Lock-Box Bank or any
account as a Lock-Box Account from those listed in Schedule II to the
Agreement, or make any change in its instructions to Obligors regarding
payments to be made to the Seller, the Originators, the Servicer or any
Lock-Box Account (or related post office box), unless the Administrative Agent
and the Majority Purchasers shall have consented thereto in writing and the
Administrative Agent shall have received copies of all agreements and documents
(including Lock-Box Agreements) that it may request in connection
therewith.


 


i.
Deposits to Lock-Box Accounts and the Concentration
Account Bank. The Seller (or the Servicer on its behalf) shall: (i) instruct
all Obligors to make payments of all Receivables to one or more Lock-Box
Accounts or to post office boxes to which only Lock-Box Banks have 


 


IV-2

















 


access (and shall
instruct the Lock-Box Banks to cause all items and amounts relating to such
Receivables received in such post office boxes to be removed and deposited into
a Lock-Box Account on a daily basis), and (ii) deposit, or cause to be
deposited, any Collections received by it into the Concentration Account not
later than one Business Day after receipt thereof. Each Lock-Box Account shall
be subject to a Lock-Box Agreement and the Concentration Account shall at all
times be subject to a Concentration Account Agreement. The Seller will not
deposit or otherwise credit, or cause or permit to be so deposited or credited,
to any Lock-Box Account or the Concentration Account cash or cash proceeds
other than Collections.


 


j.
Reporting Requirements. The Seller will provide to
the Administrative Agent (in multiple copies, if requested by the Administrative
Agent) the following:


 


i.                                          as
soon as available and in any event within 45 days after the end of the first
three quarters of each fiscal year of the Seller, balance sheets of the Seller
and its subsidiaries as of the end of such quarter and statements of income and
retained earnings of the Seller and its subsidiaries for the period commencing
at the end of the previous fiscal year and ending with the end of such quarter,
certified as to accuracy by the chief financial officer of the Seller;


 


ii.                                       as
soon as available and in any event within 65 days
after the end of each fiscal year of the Seller, a copy of the annual report
for such year for the Seller and its subsidiaries, containing financial
statements for such year audited by independent certified public accountants of
nationally recognized standing acceptable to the Administrative Agent;


 


iii.                                    as
soon as possible and in any event within five days after the occurrence of each
Termination Event or Unmatured Termination Event, a statement of the chief
financial officer of the Seller setting forth details of such Termination Event
or Unmatured Termination Event and the action that the Seller has taken and
proposes to take with respect thereto;


 


iv.                                   promptly
after the filing or receiving thereof, copies of all reports and notices that
the Seller or any Affiliate files under ERISA with the Internal Revenue
Service, the Pension Benefit Guaranty Corporation or the U.S. Department of
Labor or that the Seller or any Affiliate receives from any of the foregoing or
from any multiemployer plan (within the meaning of Section 4001(a)(3) of
ERISA) to which the Seller or any of its Affiliates is or was, within the
preceding five years, a contributing employer, in each case in respect of the
assessment of withdrawal liability or an event or condition that could, in the
aggregate, result in the imposition of liability on the Seller and/or any such
Affiliate;


 


v.                                      at
least thirty days before any change in the Seller’s name, jurisdiction of
organization, location or any other change requiring the amendment of UCC
financing statements, a notice setting forth such changes and the effective
date thereof;


 


vi.                                   promptly
after the Seller obtains knowledge thereof, notice of any: (A) material
litigation, investigation or proceeding that may exist at any time between
the 


 


IV-3

















 


Seller and any Person or (B) material
litigation or proceeding relating to any Transaction Document;


 


vii.                                promptly
after the occurrence thereof, notice of a material adverse change in the
business, operations, property or financial or other condition of Amphenol Corporation, the Seller,
the Servicer or any Originator; and


 


viii.                             such
other information respecting the Receivables or the condition or operations,
financial or otherwise, of the Seller or any of its Affiliates as the
Administrative Agent or any Purchaser Agent may from time to time
reasonably request.


 


k.
Certain Agreements. Without the prior written
consent of the Administrative Agent and the Majority Purchasers,  the Seller will not (and will not permit any
Originator to) amend, modify, waive, revoke or terminate any Transaction
Document to which it is a party or any provision of Seller’s certificate of
incorporation or by-laws.


 


l.              Restricted Payments. (i) Except
pursuant to clause (ii) below, the Seller will not: (A) purchase
or redeem any shares of its capital stock, (B) declare or pay any dividend
or set aside any funds for any such purpose, (C) prepay, purchase or
redeem any Debt, (D) lend or advance any funds or (E) repay any loans
or advances to, for or from any of its Affiliates (the amounts described in clauses
(A) through (E) being referred to as “Restricted Payments”).


 


(ii) Subject
to the limitations set forth in clause (iii) below, the Seller may make
Restricted Payments so long as such Restricted Payments are made only in one or
more of the following ways: (A) the Seller may make cash payments
(including prepayments) on the AFC Note in accordance with its terms, and (B) if
no amounts are then outstanding under the AFC Note, the Seller may declare
and pay dividend.


 


(iii) The
Seller may make Restricted Payments only out of the funds it receives
pursuant to Sections 1.4(d) and 1.5(d) of the Agreement and clause
1(n) of this Exhibit IV to the Agreement. Furthermore, the Seller
shall not pay, make or declare: (A) any dividend if, after giving effect
thereto, the Seller’s tangible net worth would be less than $4,000,000 or (B) any
Restricted Payment (including any dividend) if, after giving effect thereto,
any Termination Event or Unmatured Termination Event shall have occurred and be
continuing.


 


m.
Other Business. The Seller will not: (i) engage
in any business other than the transactions contemplated by the Transaction
Documents; (ii) create, incur or permit to exist any Debt of any kind (or
cause or permit to be issued for its account any letters of credit or bankers’
acceptances) other than pursuant to this Agreement or the AFC Note; or (iii) form any
Subsidiary or make any investments in any other Person; provided, however, that
the Seller shall be permitted to incur minimal obligations to the extent
necessary for the day-to-day operations of the Seller (such as expenses for
stationery, audits, maintenance of legal status, etc.).


 


n.
Use of Seller’s Share of Collections. The Seller
shall apply the Seller’s Share of Collections to make payments in the following
order of priority: (i) the payment of its expenses (including all
obligations payable to the Administrative Agent and the Purchasers under the
Agreement and under the Fee Letter); (ii) the payment of accrued and
unpaid interest on the AFC 


 


IV-4

















 


Note; (iii) payment
of the principal on the AFC Note; and (iv) other legal and valid corporate
purposes.


 


o.
Tangible Net Worth. The Seller will not permit its
tangible net worth, at any time, to be less than $4,000,000.


 


p.
Calculation of the Purchased Interest. The Seller
shall calculate the Purchased Interest on a daily basis and, if requested,
provide the results of such calculation to the Administrative Agent, Moody’s,
S&P or Fitch, as applicable.


 


2.
Covenants of the Servicer and Amphenol Corporation. Until
the latest of the Facility Termination Date, the date on which no Investment of
or Yield in respect of the Purchased Interest shall be outstanding or the date
all other amounts owed by the Seller under the Agreement to the Purchasers, the
Administrative Agent and any other Indemnified Party or Affected Person shall
be paid in full:


 


a.
Compliance with Laws, Etc. The Servicer and, to the
extent that it ceases to be the Servicer, Amphenol Corporation shall comply
(and shall cause each Originator to comply) in all material respects with all
applicable laws, rules, regulations and orders, and preserve and maintain its
corporate existence, rights, franchises, qualifications and privileges, except
to the extent that the failure so to comply with such laws, rules and
regulations or the failure so to preserve and maintain such existence, rights,
franchises, qualifications and privileges would not have a Material Adverse
Effect on the Seller, Servicer, any Originator or Amphenol Corporation, if it
is no longer the Servicer.


 


b.
Records and Books of Account, Etc. The office the
Servicer keeps its records concerning the Receivables is at the address of the
Servicer set forth under its name on the signature page to the Agreement
or in such other locations consented to in Advance by the Administrative Agent
and the Majority Purchasers. The Servicer and, to the extent that it ceases to
be the Servicer, Amphenol
Corporation, also will (and will cause each Originator to)
maintain and implement administrative and operating procedures (including an
ability to recreate records evidencing Receivables and related Contracts in the
event of the destruction of the originals thereof), and keep and maintain all
documents, books, records, computer tapes and disks and other information
reasonably necessary or advisable for the collection of all Receivables
(including records adequate to permit the daily identification of each
Receivable and all Collections of and adjustments to each existing Receivable).


 


c.
Performance and Compliance with Contracts and Credit
and Collection Policy. The Servicer and, to the extent that it ceases to be
the Servicer, Amphenol
Corporation, shall (and shall cause Originator to), at its
expense, timely and fully perform and comply with all material provisions,
covenants and other promises required to be observed by it under the Contracts
related to the Receivables, and timely and fully comply in all material
respects with the Credit and Collection Policy with regard to each Receivable
and the related Contract.


 


d.
Extension or Amendment of Receivables. Except as
provided in the Agreement, the Servicer and, to the extent that it ceases to be
the Servicer, Amphenol
Corporation, shall not extend (and shall not permit any
Originator to extend), the maturity or adjust the Outstanding 


 


IV-5






 













 


Balance or
otherwise modify the terms of any Pool Receivable, or amend, modify or waive
any term or condition of any related Contract.


 


e.
Change in Credit and Collection Policy. The
Servicer and, to the extent that it ceases to be the Servicer, Amphenol Corporation, shall not
make (and shall not permit any Originator to make) any material change in any
Credit and Collection Policy. The Servicer will not make or permit any change
to any Credit or Collection Policy without giving prompt written notice thereof
to the Administrative Agent.


 


f.
Audits. The Servicer and, to the extent that it
ceases to be the Servicer, Amphenol
Corporation, shall (and shall cause each Originator to), from
time to time during regular business hours, as reasonably requested in advance
(unless a Termination Event or Unmatured Termination Event exists) by the
Administrative Agent, permit the Administrative Agent, or its agents or
representatives: (i) to examine and make copies of and abstracts from all
books, records and documents (including computer tapes and disks) in its
possession or under its control relating to Receivables and the Related
Security, including the related Contracts; and (ii) to visit its offices
and properties for the purpose of examining such materials described in clause
(i) above, and to discuss matters relating to Receivables and the
Related Security or its performance hereunder or under the Contracts with any
of its officers, employees, agents or contractors having knowledge of such
matters. The Administrative Agent shall be entitled to conduct one audit per
calendar year pursuant to this section at the expense of Amphenol
Corporation, but shall be responsible for any expenses incurred pursuant to any
additional audits in any calendar year (unless a Termination Event or Unmatured
Termination Event exists).


 


g.
Change in Lock-Box Banks, Lock-Box Accounts and Payment
Instructions to Obligors. The Servicer and, to the extent that it ceases to
be the Servicer, Amphenol
Corporation, shall not (and shall not permit any Originator
to) add or terminate any bank as a Lock-Box Bank or any account as a Lock-Box
Account from those listed in Schedule II to the Agreement, or make any
change in its instructions to Obligors regarding payments to be made to the
Servicer or any Lock-Box Account (or related post office box), unless the
Administrative Agent and the Majority Purchasers shall have consented thereto
in writing and the Administrative Agent shall have received copies of all
agreements and documents (including Lock-Box Agreements) that it may request
in connection therewith.


 


h.
Deposits to Lock-Box Accounts and the Concentration
Account. The Servicer shall: (i) instruct all Obligors to make
payments of all Receivables to one or more Lock-Box Accounts or to post office
boxes to which only Lock-Box Banks have access (and shall instruct the Lock-Box
Banks to cause all items and amounts relating to such Receivables received in
such post office boxes to be removed and deposited into a Lock-Box Account on a
daily basis), and (ii) deposit, or cause to be deposited, any Collections
received by it into the Concentration Account not later than one Business Day
after receipt thereof. Each Lock-Box Account shall be subject to a Lock-Box
Letter and the Concentration Account shall at all times be subject to a
Concentration Account Agreement. The Servicer will not deposit or otherwise
credit, or cause or permit to be so deposited or credited, to any Lock-Box
Account or the Concentration Account cash or cash proceeds other than
Collections.


 


IV-6

















 


i.
Reporting Requirements. Amphenol Corporation shall provide
to the Administrative Agent (in multiple copies, if requested by the
Administrative Agent) and each Purchaser Agent the following:


 


i.                                          as
soon as available and in any event within 45 days after the end of the first
three quarters of each fiscal year of Amphenol
Corporation, balance sheets of Amphenol Corporation and its
consolidated Subsidiaries as of the end of such quarter and statements of
income, retained earnings and cash flow of Amphenol Corporation and its
consolidated Subsidiaries for the period commencing at the end of the previous
fiscal year and ending with the end of such quarter, certified by the chief
financial officer of such Person;


 


ii.                                       as
soon as available and in any event within 65 days after the end of each
fiscal year of Amphenol
Corporation, a copy of the annual report for such year for Amphenol Corporation and its
consolidated Subsidiaries, containing financial statements for such year
audited by independent certified public accountants of nationally recognized
standing;


 


iii.                                    as
to the Servicer only, as soon as available and in any event not later than the
Report Date, an Information Package as of the Month-End Date or, within five
Business Days of a request by the Administrative Agent, an Information Package
for such periods as is specified by the Administrative Agent (including on a
semi-monthly, weekly or daily basis);


 


iv.                                   as
soon as possible and in any event within five days after becoming aware of the
occurrence of each Termination Event or Unmatured Termination Event, a
statement of the chief financial officer of Amphenol Corporation setting forth
details of such Termination Event or Unmatured Termination Event and the action
that such Person has taken and proposes to take with respect thereto;


 


v.                                      promptly
after the sending or filing thereof, copies of all reports that Amphenol Corporation sends to any
of its security holders, and copies of all reports and registration statements
that Amphenol Corporation
or any Subsidiary files with the Securities and Exchange Commission or any
national securities exchange; provided, that any filings with the
Securities and Exchange Commission that have been granted “confidential”
treatment shall be provided promptly after such filings have become publicly
available;


 


vi.                                   promptly
after the filing or receiving thereof, copies of all reports and notices that Amphenol Corporation or any of its
Affiliate files under ERISA with the Internal Revenue Service, the Pension
Benefit Guaranty Corporation or the U.S. Department of Labor or that such
Person or any of its Affiliates receives from any of the foregoing or from any
multiemployer plan (within the meaning of Section 4001(a)(3) of ERISA)
to which such Person or any of its Affiliate is or was, within the preceding
five years, a contributing employer, in each case in respect of the assessment
of withdrawal liability or an event or condition that could, in the aggregate,
result in the imposition of liability on Amphenol Corporation and/or any
such Affiliate;


 


IV-7

















 


vii.                                at
least thirty days before any change in Amphenol Corporation’s or any
Originator’s jurisdiction of organization, name or any other change requiring
the amendment of UCC financing statements, a notice setting forth such changes
and the effective date thereof;


 


viii.                             promptly
after Amphenol Corporation
obtains knowledge thereof, notice of any: (A) litigation, investigation or
proceeding that may exist at any time between Amphenol Corporation or any of its
Subsidiaries and any Governmental Authority that, if not cured or if adversely
determined, as the case may be, would have a Material Adverse Effect; (B) litigation
or proceeding adversely affecting such Person or any of its Subsidiaries in
which the amount involved is $2,000,000
or more and not covered by insurance or in which injunctive or similar relief
is sought; or (C) litigation or proceeding relating to any Transaction
Document;


 


ix.                                     promptly
after the occurrence thereof, notice of a material adverse change in the
business, operations, property or financial or other condition of Amphenol Corporation or any of its
Subsidiaries;


 


x.                                        promptly
after the occurrence thereof, notice of any downgrade of Amphenol Corporation;


 


xi.                                     such
other information respecting the Receivables or the condition or operations,
financial or otherwise, of Amphenol
Corporation or any of its Affiliates as the Administrative
Agent or any Purchaser Agent may from time to time reasonably request; and


 


xii.                                  promptly
after the occurrence thereof, notice of any material acquisition or investment
by Amphenol Corporation
of or in any Person, business or operation.


 


j.                                          The
Servicer and, to the extent it ceases to be the Servicer, Amphenol Corporation,
shall track and review the Distributor Incentive Program and all adjustments
with respect to Pool Receivables related thereto, and shall insure that the
credit memos issued in connection therewith reflect such adjustments in all
material respects.


 


3.
Separate Existence. Each of the Seller and Amphenol Corporation hereby
acknowledges that the Purchasers, the Administrative Agent and the Liquidity
Providers are entering into the transactions contemplated by this Agreement and
the other Transaction Documents in reliance upon the Seller’s identity as a
legal entity separate from Amphenol
Corporation and its Affiliates. Therefore, from and after the
date hereof, each of the Seller and Amphenol
Corporation shall take all steps specifically required by the
Agreement or reasonably required by the Administrative Agent to continue the
Seller’s identity as a separate legal entity and to make it apparent to third
Persons that the Seller is an entity with assets and liabilities distinct from
those of Amphenol Corporation
and any other Person, and is not a division of Amphenol Corporation, its
Affiliates or any other Person. Without limiting the generality of the
foregoing and in addition to and consistent with the other covenants set forth
herein, each of the Seller and Amphenol
Corporation shall take such actions as shall be required in
order that:


 


IV-8

















 


(a) 
The Seller will be a limited purpose corporation whose primary activities are
restricted in its certificate of incorporation to: (i) purchasing or
otherwise acquiring from the Originators, owning, holding, granting security
interests or selling interests in Pool Assets, (ii) entering into
agreements for the selling and servicing of the Receivables Pool, and (iii) conducting
such other activities as it deems necessary or appropriate to carry out its
primary activities;


 


(b) 
The Seller shall not engage in any business or activity, or incur any
indebtedness or liability, other than as expressly permitted by the Transaction
Documents;


 


(c) 
Not less than one member of the Seller’s Board of Directors (the “Independent
Director”) shall be an individual who is not a direct, indirect or beneficial
stockholder, officer, director, employee, affiliate, associate or supplier of Amphenol Corporation or any of its
Affiliates. The certificate of incorporation of the Seller shall provide that: (i) the
Seller’s Board of Directors shall not approve, or take any other action to
cause the filing of, a voluntary bankruptcy petition with respect to the Seller
unless the Independent Director shall approve the taking of such action in
writing before the taking of such action, and (ii) such provision cannot
be amended without the prior written consent of the Independent Director;


 


(d) 
The Independent Directors shall not at any time serve as a trustee in
bankruptcy for the Seller, Amphenol
Corporation or any Affiliate thereof;


 


(e) 
Any employee, consultant or agent of the Seller will be compensated from the Seller’s
funds for services provided to the Seller. The Seller will not engage any
agents other than its attorneys, auditors and other professionals, and a
servicer and any other agent contemplated by the Transaction Documents for the
Receivables Pool, which servicer will be fully compensated for its services by
payment of the Servicing Fee, and a manager, which manager will be fully
compensated from the Seller’s funds;


 


(f) 
The Seller will contract with the Servicer to perform for the Seller all
operations required on a daily basis to service the Receivables Pool. The
Seller will pay the Servicer the Servicing Fee pursuant to the Agreement. The
Seller will not incur any material indirect or overhead expenses for items
shared with Amphenol
Corporation (or any other Affiliate thereof) that are not
reflected in the Servicing Fee. To the extent, if any, that the Seller (or any
Affiliate thereof) shares items of expenses not reflected in the Servicing Fee
or the manager’s fee, such as legal, auditing and other professional services,
such expenses will be allocated to the extent practical on the basis of actual
use or the value of services rendered, and otherwise on a basis reasonably
related to the actual use or the value of services rendered; it being understood
that Amphenol Corporation
shall pay all expenses relating to the preparation, negotiation, execution and
delivery of the Transaction Documents, including legal, agency and other fees;


 


(g) 
The Seller’s operating expenses will not be paid by Amphenol Corporation or any other
Affiliate thereof;


 


IV-9

















 


(h) 
All of the Seller’s business correspondence and other communications shall be
conducted in the Seller’s own name and on its own separate stationery;


 


(i) 
The Seller’s books and records will be maintained separately from those of Amphenol Corporation and any other
Affiliate thereof;


 


(j)  All financial statements of Amphenol Corporation or any
Affiliate thereof that are consolidated to include Seller will contain detailed
notes clearly stating that: (i) a special purpose corporation exists as a
Subsidiary of Amphenol
Corporation, and (ii) the Originators have sold
receivables and other related assets to such special purpose Subsidiary that,
in turn, has sold undivided interests therein to certain financial institutions
and other entities;


 


(k)  The Seller’s assets will be maintained in a
manner that facilitates their identification and segregation from those of  Amphenol
Corporation or any Affiliate thereof;


 


(l)  The Seller will strictly observe corporate
formalities in its dealings with Amphenol
Corporation or any Affiliate thereof, and funds or other
assets of the Seller will not be commingled with those of Amphenol Corporation or any
Affiliate thereof except as permitted by the Agreement in connection with
servicing the Pool Receivables. The Seller shall not maintain joint bank
accounts or other depository accounts to which Amphenol Corporation or any
Affiliate thereof (other than Amphenol
Corporation in its capacity as the Servicer) has independent
access. The Seller is not named, and has not entered into any agreement to be
named, directly or indirectly, as a direct or contingent beneficiary or loss
payee on any insurance policy with respect to any loss relating to the property
of Amphenol Corporation
or any Subsidiary or other Affiliate of Amphenol Corporation. The Seller
will pay to the appropriate Affiliate the marginal increase or, in the absence
of such increase, the market amount of its portion of the premium payable with
respect to any insurance policy that covers the Seller and such Affiliate; and


 


(m)  The Seller will maintain arm’s-length
relationships with Amphenol
Corporation (and any Affiliate thereof). Any Person that
renders or otherwise furnishes services to the Seller will be compensated by
the Seller at market rates for such services it renders or otherwise furnishes
to the Seller. Neither the Seller nor Amphenol
Corporation will be or will hold itself out to be responsible
for the debts of the other or the decisions or actions respecting the daily
business and affairs of the other. The Seller and Amphenol Corporation will
immediately correct any known misrepresentation with respect to the foregoing,
and they will not operate or purport to operate as an integrated single
economic unit with respect to each other or in their dealing with any other
entity.


 


(n)  Amphenol
Corporation shall not pay the salaries of Seller’s employees,
if any.


 


IV-10

















 


EXHIBIT V


TERMINATION EVENTS


 


Each of the following
shall be a “Termination Event”:


 


a. (i) the Seller or
the Servicer (if the Servicer is Amphenol Corporation) shall fail to make when
due any payment or deposit to be made by it under the Agreement and applied
thereunder to reduce the Aggregate Investment, (ii) the Servicer shall
fail to deliver the Information Package pursuant to the Agreement within two
Business Days after the Report Date, or (iii) Amphenol Corporation shall
resign as Servicer, and no successor Servicer reasonably satisfactory to the
Administrative Agent and the Majority Purchasers shall have been appointed;


 


b. any representation or
warranty made or deemed made by the Seller, Amphenol Corporation or  any Originator (or any of their respective
officers) under or in connection with the Agreement or any other Transaction
Document, or any information or report delivered by the Seller, Amphenol
Corporation or any Originator or the Servicer pursuant to the Agreement or any
other Transaction Document, shall prove to have been incorrect or untrue in any
material respect when made or deemed made or delivered and any such
incorrectness or untruth shall remain unremedied for thirty days after Seller
or Servicer shall have actual or constructive knowledge thereof;


 


c. the Seller, Amphenol
Corporation or any other Originator shall fail to perform or observe in
any material respect any other term, covenant or agreement contained in this
Agreement or in any other Transaction Document on its part to be performed
or observed and any such failure shall remain unremedied for thirty days after
Seller or Servicer shall have actual or constructive knowledge thereof;


 


d. the Agreement or any
Purchase or reinvestment pursuant to the Agreement shall for any reason: (i) cease
to create, or the Purchased Interest shall for any reason cease to be, a valid
and enforceable perfected undivided percentage ownership or security interest
to the extent of the Purchased Interest in each Pool Receivable, the Related
Security and Collections with respect thereto, free and clear of any Adverse
Claim, or (ii) cease to create with respect to the Pool Assets, or the
interest of the Administrative Agent (for the benefit of the Purchasers) with
respect to such Pool Assets shall cease to be, a valid and enforceable first
priority perfected security interest, free and clear of any Adverse Claim;


 


e. the Seller, Amphenol
Corporation or any Originator shall generally not pay its debts as such debts
become due, or shall admit in writing its inability to pay its debts generally,
or shall make a general assignment for the benefit of creditors; or any
proceeding shall be instituted by or against the Seller, Amphenol Corporation
or any Originator seeking to adjudicate it a bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment, protection,
relief or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry of an
order for relief or the appointment of a receiver, trustee, custodian or other
similar official for it or for any substantial part of its property and,
in the case of any such proceeding instituted against it (but not instituted by
it), either such proceeding shall remain undismissed or unstayed for a period
of 60 days, or 


 


V-1

















 


any of the actions
sought in such proceeding (including the entry of an order for relief against,
or the appointment of a receiver, trustee, custodian or other similar official
for, it or for any substantial part of its property) shall occur; or the
Seller, Amphenol Corporation or any Originator shall take any corporate action
to authorize any of the actions set forth above in this paragraph;


 


f. (i) the (A) the
monthly Dilution Ratio shall exceed 7.75%, (B) the 91-120 Days Past Due
Ratio shall exceed 8.0%, (C) the Three Month 61-90 Days Past Due Ratio
shall exceed 9.50%, or (D) the Three Month 91-120 Days Past Due Ratio
shall exceed 5.5%;


 


g. (i) a Change in
Control shall occur or (ii) an Amphenol Change in Control shall occur;


 


h. (i) the Purchased
Interest shall exceed 100% for more than one Business Day;


 


i. (i) the Seller,
Amphenol Corporation, the Servicer or any Originator or any of its Subsidiaries
shall fail to pay any principal of or premium or interest on any of its Debt
that is outstanding in a principal amount of at least $30,000,000 in the
aggregate (or any amount in the case of Seller) when the same becomes due and
payable (whether by scheduled maturity, required prepayment, acceleration,
demand or otherwise), and such failure shall continue after the applicable
grace period, if any, specified in the agreement, mortgage, indenture or
instrument relating to such Debt (whether or not waived); or (ii) any
other event shall occur or condition shall exist under any agreement, mortgage,
indenture or instrument relating to any such Debt and shall continue after the
applicable grace period, if any, specified in such agreement, mortgage,
indenture or instrument (whether or not waived), if, in either case: (a) the
effect of such non-payment, event or condition is to give the applicable
debtholders the right (whether acted upon or not) to accelerate the maturity of
such Debt, or (b) any such Debt shall be declared to be due and payable,
or required to be prepaid (other than by a regularly scheduled required
prepayment), redeemed, purchased or defeased, or an offer to repay, redeem,
purchase or defease such Debt shall be required to be made, in each case before
the stated maturity thereof;


 


j. either: (i) the
Internal Revenue Service shall file a notice of lien with respect to any of the
assets of Seller, any Originator, Amphenol Corporation or any ERISA Affiliate
asserting a claim or claims pursuant to Section 6321 of the Internal
Revenue Code that would have a Material Adverse Effect on Seller or Amphenol
Corporation and the Originators, and such lien shall not have been released
within ten (10) Business Days after it is filed, or (ii) the Pension
Benefit Guaranty Corporation shall, or shall indicate its intention in writing
to the Seller, any Originator, Amphenol Corporation or any ERISA Affiliate to,
either file a notice of lien asserting a claim pursuant to Section 4068 of
ERISA with regard to any assets of the Seller, any Originator, Amphenol
Corporation or any ERISA Affiliate or terminate any Benefit Plan subject to
Title IV of ERISA;


 


k. (i) one or more
final judgments for the payment of money shall be entered against the Seller or
(ii) one or more final judgments for the payment of money in an amount in
excess of $30,000,000, individually or in the aggregate, shall be entered
against the Servicer on claims not covered by insurance or as to which the
insurance carrier has denied its responsibility, and such judgment shall
continue unsatisfied and in effect for sixty (60) consecutive days without a
stay of execution;


 


V-2

















 


l. (i)                            Any
Transaction Document, or any ownership or other interest granted or created
thereunder that is not immaterial in amount shall (except in accordance with
its terms), in whole or in part, terminate, cease to be effective or cease to
be the legally valid, binding and enforceable obligation of the Seller, the
Servicer or any Originator; or (ii) the Seller, the Servicer, any
Originator or any other Amphenol Person shall, directly or indirectly, contest
in any manner such effectiveness, validity, binding nature or enforceability;


 


m. Seller’s Tangible Net
Worth shall be less than $4,000,000 for more than five (5) consecutive
Business Days;


 


n. Amphenol Corporation
shall be in breach of one or more of the financial ratio covenants in the
Credit Agreement dated as of July 15, 2005 among Amphenol Corporation and
certain of its subsidiaries, Bank of America, N.A. as Administrative Agent and
the lenders party thereto, as such Credit Agreement may be amended,
restated or modified from time to time;


 


o. The
Undertaking Agreement shall cease to be in full force and effect or Amphenol Corporation shall fail to
perform or observe any term, covenant or agreement contained in the Undertaking Agreement on its part to
be performed or observed and any such failure shall remain unremedied for ten
days after written notice thereof shall have been given by the Administrative
Agent to the Seller and Amphenol
Corporation; or


 


p. the “Purchase and Sale
Termination Date” under and as defined in the Sale Agreement shall have
occurred under the Sale Agreement or an Event of Bankruptcy shall have occurred
with respect to any Originator or group of Originators that, at the time of
such Event of Bankruptcy, has originated in the aggregate more than 15% of the
Pool Receivables then in the Receivables Pool.


 


V-3

















 


SCHEDULE I


CREDIT AND COLLECTION POLICY


 


Sch-I-1

















 


SCHEDULE II


LOCK-BOX BANKS AND LOCK-BOX ACCOUNTS


 


Sch-II-1

















 


SCHEDULE III


TRADE NAMES


 


	
  Legal Entity

  	
   

  	
  Trade Names

  
	
  Amphenol Funding Corp.

  	
   

  	
  None

  
	
   

  	
   

  	
   

  
	
  Amphenol Corporation

  	
   

  	
  Amphenol Assemble Tech

  Amphenol Spectra Strip

  
	
   

  	
   

  	
   

  
	
  Amphenol Antel, Inc.

  	
   

  	
  Antel

  
	
   

  	
   

  	
   

  
	
  Amphenol Interconnect Products Corporation

  	
   

  	
  Amphenol Assemble Tech-Florida

  AIPC

  AWISO

  
	
   

  	
   

  	
   

  
	
  Amphenol T&M Antennas, Inc.

  	
   

  	
  T&M Antennas

  
	
   

  	
   

  	
   

  
	
  Sine Systems Corporation

  	
   

  	
  Pyle-National

  
	
   

  	
   

  	
   

  
	
  Times Fiber Communications, Inc.

  	
   

  	
  TFC

  
	
   

  	
   

  	
   

  
	
  Advanced Circuit Technology, Inc.

  	
   

  	
  None

  
	
   

  	
   

  	
   

  
	
  Amphenol PCD, Inc.

  	
   

  	
  None

  
	
   

  	
   

  	
   

  
	
  Amphenol Connex Corporation

  	
   

  	
  None

  



 

















 


SCHEDULE IV


ORIGINATORS


 


1.               Amphenol Corporation


 


2.               Amphenol Antel, Inc.


 


3.               Advanced Circuit Technology, Inc.


 


4.               Amphenol Connex Corporation


 


5.               Amphenol Interconnect Products Corporation


 


6.               Amphenol PCD, Inc.


 


7.               Sine Systems Corporation


 


8.               Amphenol T&M Antennas, Inc.


 


9.               Times Fiber Communications, Inc.


 

















 


SCHEDULE V


UCC FILINGS


 

















 


ANNEX
A


to
Receivables Purchase Agreement


 


FORM OF INFORMATION PACKAGE


 

















 


ANNEX
B


to
Receivables Purchase Agreement


 


FORM OF PURCHASE NOTICE


 


[Date]


FORM OF PURCHASE NOTICE


 


	
  Calyon New York Branch, as Agent

  	
   

  	
  Attention: Florence Reyes

  
	
  1301 Avenue of the Americas

  	
   

  	
  Fax: (212) 261 3448

  
	
  New York, NY 10019

  	
   

  	
  Tel: (212) 261-7897

  



 


Re: Amphenol Funding Corp.


 


Ladies and Gentlemen:


 


Reference is made to the Receivables Purchase Agreement dated as of July 31,
2006 (as amended, supplemented or otherwise, modified from time to time, the “Receivables
Purchase Agreement”) among Amphenol Funding Corp (the “Seller”), Amphenol
Corporation (the “Servicer”), Atlantic Asset Securitization LLC and Calyon New
York Branch. Capitalized terms unless otherwise defined herein shall have the
meanings set forth in the Receivables Purchase Agreement.


 


1.                                       The
Seller hereby requests a purchase of $               
on                ,
20    (the “Purchase Date”) and Fixed Period(s) ending on                                                                                           .


 


2.                                       The
Seller hereby certifies, represents and warrants to the Administrative Agent
and the Conduit Purchaser that on and as of the Purchase Date:


 


(a)                                  all
applicable conditions precedent set forth in Exhibit II to the Receivables
Agreement have been satisfied;


 


(b)                                 each
of its representations and warranties contained in Exhibit III to the
Receivables Agreement will be true and correct, in all material respects, as if
made on and as of the Purchase Date;


 


(c)                                  no
event has occurred and is continuing, or would result from the requested
purchase, that constitutes an Termination Event or Unmatured Termination Event;


 

















 


(d)                                 the
Facility Termination Date has not occurred; and


 


(e)                                  after
giving effect to the purchase requested above, (i) the outstanding
Aggregate Investment is less than or equal to the Purchase Limit, and (ii) the
aggregate of the Purchased Interest does not exceed 100%.


 


IN WITNESS WHEREOF, the Seller has caused this Purchase Notice to be
executed and delivered as of this         
day of                   ,
20   .


 


	
  Amphenol Funding Corp.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 

















 


Annex C


 


FORM OF
ASSUMPTION AGREEMENT


 


THIS ASSUMPTION AGREEMENT (this “Agreement”),
dated as of [            
   ,        ], is among
Amphenol Funding Corp. (the “Seller”), 
Atlantic Asset Securitization LLC, as purchaser (the “Conduit Purchaser”),  Calyon New York Branch as Administrative
Agent and [ ] as Related Committed Purchaser (the “Related Committed Purchaser”).


 


BACKGROUND


 


The Seller and various others are parties to a certain
Receivables Purchase Agreement dated as of July 31, 2006 (as amended
through the date hereof, the “Receivables Purchase Agreement”). Capitalized
terms used and not otherwise defined herein have the respective meaning
assigned to such terms in the Receivables Purchase Agreement.


 


NOW, THEREFORE, the parties hereto hereby agree as
follows:


 


SECTION 1. This Agreement constitutes an
Assumption Agreement pursuant to Section 1.2 of the Receivables
Purchase Agreement. The Seller desires the Related Committed Purchaser to
[become a Related Committed Purchaser under] [increase its existing Commitment
under] the Receivables Purchase Agreement and upon the terms and subject to the
conditions set forth in the Receivables Purchase Agreement, the Related
Committed Purchaser agrees to [become a Related Committed Purchaser thereunder
with a] [increase its Commitment such that after giving effect to such increase
it will have a] Commitment equal to the amount set forth as its “Commitment”
its signature hereto.


 


Seller hereby represents and warrants to the Related
Committed Purchaser as of the date hereof, as follows:


 


(i)  the representations and warranties of the
Seller contained in Exhibit III of the Receivables Purchase
Agreement are correct on and as of such dates as though made on and as of such
dates and shall be deemed to have been made on such dates;


 


(ii)  no Termination Event or Unmatured
Termination Event has occurred and is continuing, or would result from such
transfer; and


 


(iii)  the Facility
Termination Date shall not have occurred.


 


SECTION 2. Upon execution and delivery of this
Agreement by the Seller and the Related Committed Purchaser, satisfaction of
the other conditions to assignment specified in Section 6.3 of the
Receivables Purchase Agreement (including the consent of the Seller) and
receipt by the Seller and Administrative Agent of counterparts of this
Agreement (whether by facsimile or otherwise) executed by each of the parties
hereto, [the Related Committed Purchaser shall become a party to, and have the
rights and obligations of a Purchaser under, the Receivables Purchase
Agreement] [the Related Committed Purchaser shall increase its Commitment as
indicated above].


 


SECTION 3. Each party hereto hereby covenants and
agrees that it will not institute against, or join any other Person in
instituting against, any Conduit Purchaser, any bankruptcy, 


 


C-1

















 


reorganization,
arrangement, insolvency or liquidation proceeding, or other proceeding under
any federal or state bankruptcy or similar law, for one year and one day after
the latest maturing Notes issued by such Conduit Purchaser is paid in full. The
covenant contained in this paragraph shall survive any termination of the
Receivables Purchase Agreement.


 


SECTION 4. THIS AGREEMENT SHALL BE GOVERNED BY
THE INTERNAL LAWS OF THE STATE OF NEW YORK. This Agreement may not be
amended, supplemented or waived except pursuant to a writing signed by the
party to be charged. This Agreement may be executed in counterparts, and
by the different parties on different counterparts, each of which shall
constitute an original, but all together shall constitute one and the same
agreement.


 


(continued on
following page)


 


C-2

















 


IN WITNESS WHEREOF, the parties hereto have executed
this Agreement by their duly authorized officers as of the date first above
written.


 


	
   

  	
  ATLANTIC ASSET SECURITIZATION LLC

  
	
   

  	
  as
  Conduit Purchaser

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
  c/o Calyon New York Branch, as

  
	
   

  	
  Administrative Agent

  
	
   

  	
  1301 Avenue of the Americas

  
	
   

  	
  Attention: Matthew Croghan

  
	
   

  	
  Telephone: (212) 459-2619

  
	
   

  	
  Facsimile: (212) 459-3258

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CALYON NEW YORK BRANCH,

  
	
   

  	
  as Administrative Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
  1301 Avenue of the Americas

  
	
   

  	
  New York, NY 10019

  
	
   

  	
  Attention: Matthew Croghan

  
	
   

  	
  Telephone: (212) 459-2619

  
	
   

  	
  Facsimile: (212) 459-3258

  
						



 


C-3

















 


	
   

  	
  [           ],
  as Related Committed Purchaser

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Percentage:            %

  
	
   

  	
  Commitment: $

  
	
   

  	
   

  
	
   

  	
   

  
	
  Consented and Agreed:

  	
   

  
	
   

  	
   

  
	
  Amphenol Funding Corp., as Seller

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name Printed:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
												



 


C-4

















 


Annex D


Form of
Transfer Supplement


 


Dated as of [         
  , 20   ]


1.


 


	
  Portion of Commitment assigned:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Assignor’s remaining portion of Commitment:

  	
   

  	
  $

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Portion of Aggregate Investment assigned:

  	
   

  	
  $

  	
   

  
	
  Assignor’s remaining portion of the outstanding
  balance of the Aggregate Investment:

  	
   

  	
  $

  	
   

  
	
  Accrued interest (if any) allocable to portion of
  the Aggregate Investment assigned:

  	
   

  	
  $

  	
   

  
	
  Accrued interest (if any) allocable to the Assignor’s
  remaining portion of the Aggregate Investment:

  	
   

  	
  $

  	
   

  



 


2.


 


	
  Effective Date of this Transfer Supplement:

  	
   

  	
  [                 ]

  	
   

  



 


Upon execution and delivery of this Transfer
Supplement by transferee and transferor and the satisfaction of the other
conditions to assignment specified in Section 6.3
of the Receivables Purchase Agreement (defined below), from and after the
effective date specified above, the transferee shall become a party to, and
have the rights and obligations of a Purchaser under, the Receivables Purchase
Agreement dated as of July 31, 2006 (as amended, supplemented or otherwise
modified through the date hereof, the “Receivables
Purchase Agreement”), among Amphenol Funding Corp., as Seller,
Amphenol Corporation, as Servicer, Atlantic Asset Securitization LLC, as
Conduit Purchaser and Calyon New York Branch, as Administrative Agent. For the
purpose of Section 6.2 of the Receivables Purchase Agreement,
notice shall be given to the addresses provided herein. Capitalized terms used
and not otherwise defined herein have the respective meanings assigned thereto
in Exhibit I to the Receivables Purchase Agreement (including terms
incorporated therein by reference).


 


(continued on
following page)


 


D-1

















 


	
  TRANSFEROR:

  	
  [                        ]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TRANSFEREE:

  	
  [                        ]

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  [Address]

  
							



 


D-2

















 


Accepted
as of date first above written:


 


	
   

  	
  CALYON NEW YORK BRANCH,

  
	
   

  	
  as Administrative Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
  1301 Avenue of the Americas

  
	
   

  	
  New York, NY 10019

  
	
   

  	
  Attention: Matthew Croghan

  
	
   

  	
  Telephone: (212) 459-2619

  
	
   

  	
  Facsimile: (212) 459-3258

  
							



 


D-3

















 


ANNEX
E


to
Receivables Purchase Agreement


 


FORM OF AMPHENOL CORPORATION UNDERTAKING
AGREEMENT


 

















 


ANNEX
F


to
Receivables Purchase Agreement


 


LIST OF SPECIAL OBLIGORS


 


Avnet, Inc.


Initial Special Concentration Percentage: 6%.


 


Capstone/Arrow,
a division of Arrow Electronics, Inc.
Initial Special Concentration Percentage: 8%.


 

















 


ANNEX
G


to
Receivables Purchase Agreement


 


PURCHASER PAYMENT ACCOUNT INFORMATION


 


Calyon, NY Branch


ABA: 026008073


Account name - Atlantic Asset Securitization Corp.


Account #  01-25680-0001-00-001


Attn: Savarra Johnson


Ref:  APH/AASC


 

















 


ANNEX
H


to
Receivables Purchase Agreement


 


EQUIVALENT LONG TERM RATINGS


 




	
  Moody’s

  
	
   

  	
   

  	
   

  
	
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  term

  	
   

  	
  Long-

  term

  
	
   

  	
   

  	
   

  
	
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  P-1

  
	
  Aa3

  	
   

  	
   

  	
  P-2

  
	
  A1

  	
   

  	
   

  	
  P-2

  
	
  A2

  	
   

  	
   

  	
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  P-3

  
	
  Baa1

  	
   

  	
   

  	
  P-3

  
	
  < Baa1

  	
   

  	
   

  	
  Not Prime

  






 




	
  Standard &
  Poors

  
	
   

  	
   

  	
   

  
	
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  term

  	
   

  	
  Long-

  term

  
	
   

  	
   

  	
   

  
	
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  A-1

  
	
  A+

  	
   

  	
   

  	
  A-1

  
	
  A

  	
   

  	
   

  	
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  A -

  	
   

  	
   

  	
  A-2

  
	
  BBB+

  	
   

  	
   

  	
  A-2

  
	
  BBB

  	
   

  	
   

  	
  A-3

  
	
  BBB -

  	
   

  	
   

  	
  A-3

  
	
  < BBB -

  	
   

  	
   

  	
  Unrated