Exhibit 10.13


 


EXECUTION
COPY


 


 


PURCHASE AND SALE AGREEMENT





Dated as of July 31, 2006





among





THE ORIGINATORS NAMED HEREIN,





and





AMPHENOL FUNDING CORP.,





and





AMPHENOL CORPORATION,
individually
and as the initial Servicer.


 

















 


TABLE OF
CONTENTS


 


	
  ARTICLE I

  	
  AGREEMENT TO PURCHASE
  AND SELL; AFC AGREEMENT TO LEND

  	
  2

  
	
  Section 1.1

  	
   

  	
  Agreement To Purchase
  and Sell

  	
  2

  
	
  Section 1.2

  	
   

  	
  Timing of Purchases

  	
  3

  
	
  Section 1.3

  	
   

  	
  Consideration for
  Purchases

  	
  3

  
	
  Section 1.4

  	
   

  	
  Purchase and Sale
  Termination Date

  	
  3

  
	
  Section 1.5

  	
   

  	
  Intention of the
  Parties

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  CALCULATION OF PURCHASE
  PRICE

  	
  4

  
	
  Section 2.1

  	
   

  	
  Calculation of Purchase
  Price

  	
  4

  
	
  Section 2.2

  	
   

  	
  Definitions and
  Calculations Related to Purchase Price

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  PAYMENT OF PURCHASE
  PRICE

  	
  7

  
	
  Section 3.1

  	
   

  	
  Initial Purchase Price
  Payment

  	
  7

  
	
  Section 3.2

  	
   

  	
  Subsequent Purchase
  Price Payments

  	
  7

  
	
  Section 3.3

  	
   

  	
  Settlement as to
  Specific Receivables

  	
  7

  
	
  Section 3.4

  	
   

  	
  Settlement as to
  Dilution

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  AFC NOTE OPERATIONS

  	
  8

  
	
  Section 4.1

  	
   

  	
  AFC Note Payments

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  CONDITIONS OF PURCHASES

  	
  8

  
	
  Section 5.1

  	
   

  	
  Conditions Precedent to
  Purchase

  	
  8

  
	
  Section 5.2

  	
   

  	
  Certification as to
  Representations and Warranties

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  REPRESENTATIONS AND
  WARRANTIES OF THE ORIGINATORS

  	
  10

  
	
  Section 6.1

  	
   

  	
  Organization and Good
  Standing

  	
  10

  
	
  Section 6.2

  	
   

  	
  Due Qualification

  	
  10

  
	
  Section 6.3

  	
   

  	
  Power and Authority;
  Due Authorization

  	
  11

  
	
  Section 6.4

  	
   

  	
  Valid Sale; Binding
  Obligations

  	
  11

  
	
  Section 6.5

  	
   

  	
  No Violation

  	
  11

  
	
  Section 6.6

  	
   

  	
  Proceedings

  	
  11

  
	
  Section 6.7

  	
   

  	
  Securities Exchange Act

  	
  11

  
	
  Section 6.8

  	
   

  	
  Bulk Sales Acts

  	
  12

  
	
  Section 6.9

  	
   

  	
  Government Approvals

  	
  12

  
	
  Section 6.10

  	
   

  	
  Material Adverse Effect

  	
  12

  



 


i

















 


	
  Section 6.11

  	
   

  	
  Licenses, Contingent
  Liabilities and Labor Controversies

  	
  12

  
	
  Section 6.12

  	
   

  	
  Margin Regulations

  	
  12

  
	
  Section 6.13

  	
   

  	
  Quality of Title

  	
  12

  
	
  Section 6.14

  	
   

  	
  Accuracy of Information

  	
  12

  
	
  Section 6.15

  	
   

  	
  Offices

  	
  13

  
	
  Section 6.16

  	
   

  	
  Trade Names

  	
  13

  
	
  Section 6.17

  	
   

  	
  Taxes

  	
  13

  
	
  Section 6.18

  	
   

  	
  Compliance with
  Applicable Laws

  	
  13

  
	
  Section 6.19

  	
   

  	
  Good Faith Transfers

  	
  13

  
	
  Section 6.20

  	
   

  	
  Supplemental
  Representations, Warranties and Agreements

  	
  13

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  COVENANTS OF AMPHENOL
  AND THE OTHER ORIGINATORS

  	
  15

  
	
  Section 7.1

  	
   

  	
  Affirmative Covenants

  	
  15

  
	
  Section 7.2

  	
   

  	
  Reporting Requirements

  	
  17

  
	
  Section 7.3

  	
   

  	
  Negative Covenants

  	
  18

  
	
  Section 7.4

  	
   

  	
  Lock-box Banks

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  ADDITIONAL RIGHTS AND
  OBLIGATIONS IN RESPECT OF THE RECEIVABLES

  	
  19

  
	
  Section 8.1

  	
   

  	
  Rights of AFC

  	
  19

  
	
  Section 8.2

  	
   

  	
  Responsibilities of
  Each Originator

  	
  19

  
	
  Section 8.3

  	
   

  	
  Further Action
  Evidencing Purchases

  	
  20

  
	
  Section 8.4

  	
   

  	
  Application of
  Collections

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX

  	
  PURCHASE AND SALE
  TERMINATION EVENTS

  	
  21

  
	
  Section 9.1

  	
   

  	
  Purchase and Sale
  Termination Events

  	
  21

  
	
  Section 9.2

  	
   

  	
  Remedies

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X

  	
  INDEMNIFICATION

  	
  22

  
	
  Section 10.1

  	
   

  	
  Indemnities by Amphenol
  and the Originators

  	
  22

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XI

  	
  MISCELLANEOUS

  	
  23

  
	
  Section 11.1

  	
   

  	
  Amendments, Waivers,
  etc

  	
  23

  
	
  Section 11.2

  	
   

  	
  Notices, etc

  	
  24

  
	
  Section 11.3

  	
   

  	
  Cumulative Remedies

  	
  24

  
	
  Section 11.4

  	
   

  	
  Binding Effect;
  Assignability

  	
  24

  



 


ii

















 


	
  Section 11.5

  	
   

  	
  No Proceedings

  	
  24

  
	
  Section 11.6

  	
   

  	
  Governing Law

  	
  24

  
	
  Section 11.7

  	
   

  	
  Costs, Expenses and
  Taxes

  	
  25

  
	
  Section 11.8

  	
   

  	
  Submission to
  Jurisdiction

  	
  25

  
	
  Section 11.9

  	
   

  	
  Waiver of Jury Trial

  	
  25

  
	
  Section 11.10

  	
   

  	
  Captions and Cross References;
  Incorporation by Reference

  	
  26

  
	
  Section 11.11

  	
   

  	
  Execution in
  Counterparts

  	
  26

  
	
  Section 11.12

  	
   

  	
  Acknowledgment and
  Agreement

  	
  26

  



 


 


	
  EXHIBIT A

  	
  Form of Purchase Report

  
	
  EXHIBIT B

  	
  Form of AFC Note

  
	
  EXHIBIT C

  	
  Form of Originator
  Assignment Certificate

  
	
  EXHIBIT D

  	
  Proceedings

  
	
  EXHIBIT E

  	
  Office Locations

  
	
  EXHIBIT F

  	
  Trade Names and Corporate
  Reorganizations

  



 


iii

















 


THIS PURCHASE AND
SALE AGREEMENT (this “Agreement”), dated as
of July 31, 2006, is among AMPHENOL CORPORATION, a Delaware corporation (“Amphenol”),
individually and as the initial Servicer, AMPHENOL ANTEL, INC., an
Illinois corporation (“Amphenol Antel”), 
AMPHENOL CONNEX CORPORATION, a Delaware corporation (“Amphenol Connex”),
AMPHENOL INTERCONNECT PRODUCTS CORPORATION, a Delaware corporation (“Amphenol
Interconnect”), AMPHENOL PCD, INC., a Delaware corporation (“Amphenol
PCD”), AMPHENOL T&M ANTENNAS, INC., a Delaware company (“Amphenol
T&M”), ADVANCED CIRCUIT TECHNOLOGY, INC., a Delaware corporation (“Advanced
Circuit”), SINE SYSTEMS CORPORATION, a Delaware corporation (“Sine
Systems”), and TIMES FIBER COMMUNICATIONS, INC., a Delaware
corporation (“Times Fiber”) (Amphenol, Amphenol Antel, Amphenol Connex,
Amphenol Interconnect, Amphenol PCD, Amphenol T&M, Advanced Circuit, Sine
Systems and Times Fiber are herein collectively called the “Originators”
and individually called an “Originator”), and AMPHENOL FUNDING CORP., a
Delaware corporation (“AFC”).


 


Definitions


 


Unless
otherwise indicated, certain terms that are capitalized and used throughout
this Agreement are defined in Exhibit I to the Receivables Purchase
Agreement dated as of the date hereof (the “Receivables Purchase Agreement”)
among AFC, Amphenol, Calyon New York Branch (the “Administrative Agent”)
and Atlantic Asset Securitization LLC (the “Conduit Purchaser”). All
references herein to months are to calendar months unless otherwise expressly
indicated.


 


Background


 


1. AFC
is a special purpose corporation, all of the issued and outstanding shares of
which are owned by the Originators.


 


2. The
Originators generate Receivables in the ordinary course of their respective
businesses.


 


3. The
Originators and AFC were parties to a previous agreement under which the
Originators sold Receivables to AFC, which is the owner of such Receivables as
of the opening of business on the Closing Date (such previously sold
Receivables, the “Existing Receivables”).


 


4. The
Originators, in order to finance their respective businesses, wish to sell
Receivables to AFC, and AFC is willing, on the terms and subject to the
conditions set forth herein, to purchase Receivables from the Originators.


 


5. Each
Originator and AFC intends each transaction hereunder to be a true sale of
Receivables by each Originator to AFC providing AFC with the full benefits of
ownership of the Receivables and each Originator and AFC do not intend the
transactions hereunder to be, or for any purpose to be, characterized as a loan
from AFC to any Originator.


 

















 


6. AFC
intends to sell an undivided variable percentage ownership interest in the
Receivables from time to time pursuant to a Receivables Purchase Agreement.


 


NOW, THEREFORE,
in consideration of the premises and the mutual agreements herein contained,
the parties hereto agree as follows:


 


ARTICLE I

AGREEMENT TO PURCHASE AND SELL;

AFC AGREEMENT TO LEND


 


SECTION 1.1  Agreement To Purchase and Sell.
On the terms and subject to the conditions set forth in this Agreement
(including Article V), each Originator, severally and for itself
alone, agrees to sell to AFC, and AFC agrees to purchase from such Originator,
from time to time on or after the applicable Originator Closing Date, but
before the Purchase and Sale Termination Date, all of such Originator’s right,
title and interest in and to:


 


(a)  each
Receivable of each such Originator that existed and was owing to such
Originator as at the opening of such Originator’s business on the Originator
Closing Date (it being acknowledged that the Originators have previously sold
to AFC all of their Receivables created prior to the Closing Date);


 


(b)  each
Receivable created by each such Originator from and including the opening of
such Originator’s business on the Originator Closing Date, to and including the
Purchase and Sale Termination Date;


 


(c)  all
rights to, but not the obligations under, all Related Security;


 


(d)  all
monies due or to become due with respect to the Receivables described in clauses
(a) and (b);


 


(e)  all
proceeds (as defined in the applicable UCC) of the Receivables described in clauses
(a) and (b) above that are or were received by such
Originator on or after the opening of such Originator’s business on the
Originator Closing Date, including, without limitation, all funds which either
are received by such Originator, AFC or Servicer from or on behalf of the
Obligors in payment of any amounts owed (including, without limitation, invoice
price, finance charges, interest and all other charges) in respect of
Receivables, or are applied to such amounts owed by the Obligors (including,
without limitation, insurance payments that an Originator or Servicer applies
in the ordinary course of its business to amounts owed in respect of any
Receivable and net proceeds of sale or other disposition of repossessed goods
or other collateral or property of the Obligors or any other parties directly
or indirectly liable for payment of such Receivables); and


 


(f)  all
books and records related to any of the foregoing.


 


All purchases
hereunder shall be made without recourse, but shall be made pursuant to, and in
reliance upon, the representations, warranties and covenants of each Originator
set forth in this Agreement and each other Transaction Document. No obligation
or liability to any Obligor on


 


2

















 


any Receivable
is intended to be assumed by AFC hereunder, and any such assumption is
expressly disclaimed. AFC’s foregoing commitment to purchase Receivables is
herein called the “Purchase Facility.”


 


SECTION 1.2  Timing of
Purchases.


 


(a)  Originator Closing Date Purchases. Each Originator’s
entire right, title and interest in (i) each Receivable that existed and
was owing to each of the Originators as at the opening of such Originator’s
business on the Originator Closing Date (it being acknowledged that the
Originators have previously sold to AFC all of their Receivables created prior
to the Closing Date), (ii) all Receivables created by each of the
Originators from and including the opening of such Originator’s business on the
Originator Closing Date, and (iii) all proceeds thereof (as described in subsection (e) of
the foregoing Section 1.1) automatically shall be deemed to have
been sold to AFC on the Originator Closing Date.


 


(b)  Regular Purchases. After the Closing Date and until
the Purchase and Sale Termination Date, each Receivable (and the rights related
thereto described in Section 1.1) created by each Originator shall
be deemed to have been sold to AFC immediately (and without further action)
upon the creation of such Receivable.


 


SECTION 1.3  Consideration for Purchases.
On the terms and subject to the conditions set forth in this Agreement, AFC
agrees to make Purchase Price payments to the respective Originators in
accordance with Article III.


 


SECTION 1.4  Purchase and Sale Termination Date.
The “Purchase and Sale Termination Date” shall be the earliest to occur
of (a) the date of the termination of this Agreement pursuant to Section 9.2
and (b) the Payment Date immediately following the day on which all of the
Originators shall have given notice to AFC at or prior to 10:00 a.m. (New
York City time) that all of the Originators desire to terminate this Agreement;
provided, however, that the
Purchase and Sale Termination Date shall not occur until all Commitments under
the Receivables Purchase Agreement shall have terminated, the Aggregate
Investment shall have been reduced to zero and all Obligations shall have been
finally and fully paid and performed.


 


SECTION 1.5 Intention of the
Parties. It is the express intent of the parties hereto that the
transfers of the Receivables and Related Security by each Originator to AFC, as
contemplated by this Agreement be, and be treated as, sales or contributions,
as applicable and not as secured loans secured by the Receivables and Related
Security. If, however, notwithstanding the intent of the parties, any such
transactions are deemed to be loans, each Originator hereby grants to AFC a
first priority security interest in all of such Originator’s right, title and
interest in and to the Receivables and the Related Rights now existing and
hereafter created by such Originator, all monies due or to become due and all
amounts received with respect thereto, and all proceeds thereof, to secure all
of such Originator’s obligations hereunder.


 


3

















 


ARTICLE II

CALCULATION OF PURCHASE PRICE


 


SECTION 2.1  Calculation of Purchase Price. On each Payment Date
(including the Closing Date), Servicer shall deliver to AFC, the Administrative
Agent and each Originator a report in substantially the form of Exhibit A
(each such report being herein called a “Purchase Report”) with respect
to AFC’s purchases of Receivables from each Originator:


 


(a)  that are
to be made on such Payment Date (in the case of the Purchase Report to be
delivered on Closing Date), or


 


(b)  that
were made during the month immediately preceding such Payment Date (in the case
of each subsequent Purchase Report).


 


The “Purchase
Price” to be paid to each Originator on each Payment Date for the
Receivables that are to be sold by such Originator on such Payment Date (in the
case of the Closing Date) or that were sold by such Originator during the month
immediately preceding such Payment Date (in the case of each subsequent Payment
Date) shall be set forth in the relevant Purchase Report and shall be
determined in accordance with the following formula:


 


PP = AUB - PD


 


where:


 


	
  PP

  	
  =

  	
  Purchase Price to be paid to the relevant
  Originator on the relevant Payment Date

  
	
   

  	
   

  	
   

  
	
  AUB

  	
  =

  	
  (i) for purposes of calculating the
  Purchase Price on the Closing Date, the aggregate Outstanding Balance of all
  Receivables that were generated by such Originator, as measured as at the
  closing of such Originator’s business on the Closing Date, and (ii) for
  purposes of calculating the Purchase Price on each Payment Date thereafter,
  the aggregate Outstanding Balance of all Receivables generated by such
  Originator during the month immediately preceding such Payment Date (it being
  agreed that, subject to Section 3.4, the Outstanding Balance of
  each such Receivable shall be measured for this purpose only at the time such
  Receivable was generated)

  
	
   

  	
   

  	
   

  
	
  PD

  	
  =

  	
  Purchase Discount for such Originator as
  measured on such Payment Date

  
	
   

  	
   

  	
   

  
	
  where:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Purchase

  	
   

  
	
  Discount

  	
  =                                         COFD + SFD +
  SD + LD

  



 


4

















 


	
  and:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  COFD

  	
  =

  	
  Cost of Funds Discount for such Originator
  as measured on such Payment Date

  
	
   

  	
   

  	
   

  
	
  SFD

  	
  =

  	
  Servicer’s Fee Discount for such Originator
  as measured on such Payment Date

  
	
   

  	
   

  	
   

  
	
  SD

  	
  =

  	
  Spread Discount for such Originator as
  measured on such Payment Date

  
	
   

  	
   

  	
   

  
	
  LD

  	
  =

  	
  Loss Discount for such Originator as
  measured on such Payment Date

  



 


SECTION 2.2  Definitions and
Calculations Related to Purchase Price.


 


(a)  Cost of Funds Discount. “Cost of Funds Discount”
for a particular Originator, as measured on any Payment Date, shall be
determined in accordance with the following formula:


 


	
  COFD = COF x (AUB/SAUB)

  
	
   

  	
   

  	
   

  
	
  where:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  COFD

  	
  =

  	
  Cost of Funds Discount for such Originator
  as measured on such Payment Date

  
	
   

  	
   

  	
   

  
	
  COF

  	
  =

  	
  for each Payment Date, the sum of all of
  AFC’s financing costs and expenses incurred during the month preceding such
  Payment Date, including, without limitation, accrued Yield, interest on the
  AFC Notes, Commitment Fees, Program Fee, reserve costs, tax payments, and
  indemnity obligations of AFC for which AFC is not indemnified pursuant to
  this Agreement

  



 


AUB, in
respect of such Originator, has the meaning assigned thereto in Section 2.1


 


	
  SAUB

  	
  =

  	
  The sum of the separate AUBs calculated in
  respect of all Originators on such Payment Date

  



 


(b)  Servicer’s Fee Discount. The “Servicer’s Fee
Discount” for a particular Originator, as measured on any Payment Date,
shall be determined in accordance with the following formula:


 


	
  SFD = SF x (AUB/SAUB)

  
	
   

  	
   

  	
   

  
	
  where:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SFD

  	
  =

  	
  Servicer’s Fee Discount for such Originator
  as measured on such Payment Date

  



 


5

















 


	
  SF

  	
  =

  	
  For each Payment Date, the aggregate Dollar
  amount of the Servicer’s Fee payable to the Servicer pursuant to clause (a) or
  (b), as the case may be, of Section 4.6 of the Receivables Purchase
  Agreement in respect of the month preceding such Payment Date

  



 


AUB, in respect of such Originator, has the meaning assigned thereto in
Section 2.1


 


	
  SAUB

  	
  =

  	
  The sum of the separate AUBs calculated in
  respect of all Originators on such Payment Date

  



 


(c)  Spread Discount. The “Spread Discount” for a
particular Originator, as measured on any Payment Date, shall be calculated in
accordance with the following formula:


 


	
  SD = AUB x S

  
	
   

  	
   

  	
   

  
	
  where:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SD

  	
  =

  	
  Spread Discount for such Originator as
  measured on such Payment Date

  



 


AUB, in
respect of such Originator, has the meaning assigned thereto in Section 2.1


 


	
  S

  	
  =

  	
  Spread of two (2.0) basis points.

  



 


(d)  Loss Discount. The “Loss Discount” for a
particular Originator, as measured on any Payment Date, shall be calculated in
accordance with the following formula:


 


	
  LD = AUB x LR

  
	
   

  	
   

  	
   

  
	
  where:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LD

  	
  =

  	
  Loss Discount for such Originator as
  measured on such Payment Date

  



 


AUB, in
respect of such Originator, has the meaning assigned thereto in Section 2.1


 


	
  LR

  	
  =

  	
  (i) for purposes of the first three
  Payment Dates (from and including the Closing Date) the Average Loss Rate of
  the Receivables generated by such Originator, as measured on such Payment
  Date, and (ii) for purposes of each Payment Date thereafter, the Loss
  Rate of the Receivables generated by such Originator, as measured on such
  Payment Date

  



 


(e)  Average Loss Rate. The “Average Loss Rate” of
the Receivables generated by a particular Originator, as measured on any Payment
Date, means one-tenth of: (i) the aggregate Outstanding Balance of all
such Receivables that were written off during the ten complete months ending on
the first Payment Date after the Closing Date divided by (ii) the
monthly


 


6

















 


average
Outstanding Balance of all such Receivables generated by such Originator as
measured for such ten-month period.


 


(f)  Loss Rate. The “Loss Rate” of the Receivables
generated by a particular Originator, as measured on any Payment Date, means: (i) the
aggregate Outstanding Balance of all such Receivables that became more than 180
days past due (or, without duplication, were written off) during the month
preceding such Payment Date divided by
(ii) the Month-End Balance of such Receivables for the month preceding
such Payment Date.


 


(g)  Month-End Balance. The “Month-End Balance”,
during any month, of the Receivables generated by a particular Originator means
an amount equal to the aggregate Outstanding Balance of such Receivables at the
close of Servicer’s (or, for periods prior to the Closing Date, such Originator’s)
business on the last Business Day of such month.


 


ARTICLE III

PAYMENT OF PURCHASE PRICE


 


SECTION 3.1  Initial Purchase Price Payment.
On the terms and subject to the conditions set forth in this Agreement, AFC
agrees to pay to each Originator the Purchase Price for the purchase to be made
from such Originator on the Closing Date partially in cash (in an amount to be
agreed between AFC, Servicer and such Originator and set forth in the initial
Purchase Report) and partially by issuing a promissory note in the form of
Exhibit B to such Originator with an initial principal balance
equal to the remaining Purchase Price (each such promissory note, as it may be
amended, supplemented, indorsed or otherwise modified from time to time,
together with all promissory notes issued from time to time in substitution
therefor or renewal thereof in accordance with the Transaction Documents, being
herein called an “AFC Note”).


 


SECTION 3.2  Subsequent Purchase Price Payments.
On each Payment Date falling after the Closing Date, on the terms and subject
to the conditions set forth in this Agreement, AFC shall pay to each Originator
the Purchase Price for the Receivables generated by such Originator during the
immediately preceding month. To the extent any portion of the Purchase Price
remains unpaid, the principal amount outstanding under the AFC Note issued to
such Originator shall be increased by an amount equal to such remaining Purchase
Price.


 


Servicer shall
make all appropriate record keeping entries with respect to the AFC Notes or
otherwise to reflect the foregoing payments and adjustments, and Servicer’s
books and records shall constitute rebuttable presumptive evidence of the principal
amount of and accrued interest on any AFC Note at any time. Furthermore,
Servicer shall hold the AFC Notes for the benefit of the Originators. Each
Originator hereby irrevocably authorizes Servicer to mark the AFC Notes “CANCELLED”
and to return such AFC Notes to AFC upon the final payment thereof after the
occurrence of the Purchase and Sale Termination Date.


 


SECTION 3.3  Settlement as to Specific Receivables.
If on the day of purchase of any Receivable from any Originator hereunder any
of the representations or warranties relating to title set forth in Section 6.13
is not true with respect to such Receivable, then such Originator forthwith
shall deliver to Servicer for deposit into a Lock-box Account same day funds in
an


 


7

















 


amount
equal to the Outstanding Balance of such Receivable for application by Servicer
to the same extent as if Collections of such Outstanding Balance had actually
been received on such date; provided,
that if AFC thereafter receives payment on account of Collections due with
respect to such Receivable, AFC promptly shall deliver such funds to such
Originator.


 


SECTION 3.4  Settlement as to Dilution. Each
Purchase Report (other than the Purchase Report to be delivered on the Closing
Date) shall include, in respect of the Receivables previously generated by each
particular Originator (including those Receivables, if any, that were
transferred by such Originator to AFC prior to the Closing Date), a calculation
of the aggregate net reduction in the aggregate Outstanding Balance of such
Receivables owed by particular Obligors on account of any defective, rejected
or returned goods or services, any cash discount, or any incorrect billings,
other adjustments, or setoffs in respect of any claims by the Obligor(s)
thereof against such Originator or any of its Affiliates (whether such claims
arise out of the same or a related or unrelated transaction), during the most
recent month, as indicated on the books of AFC (or, for periods prior to the
Closing Date, the books of such Originator). The Purchase Price that otherwise
would be paid to such Originator on the Payment Date on which such Purchase
Report is delivered shall be decreased by the amount of such net reduction. If
there have been no purchases of Receivables (or insufficiently large purchases
of Receivables) from such Originator during the month immediately preceding any
Payment Date, any amount owed by which the Purchase Price payable to an
Originator would have been reduced pursuant to the immediately preceding
sentence either:


 


(i)  shall be paid in cash by such Originator to AFC, or


 


(ii)  shall be deemed to be a payment under, and shall be deducted
from the principal amount outstanding under, the AFC Note issued to such
Originator, to the extent that such payment and reduction is permitted under Section 1(l)
of Exhibit IV to the Receivables Purchase Agreement.


 


ARTICLE IV

AFC NOTE OPERATIONS


 


SECTION 4.1  AFC Note Payments. All
payments under all AFC Notes shall be made to Servicer for the account of the
applicable payee thereof.


 


ARTICLE V 

CONDITIONS OF PURCHASES


 


SECTION 5.1  Conditions Precedent to Purchase.
The effectiveness of this Agreement is subject to the condition precedent that
Servicer (on AFC’s behalf) shall have received, on or before the date hereof,
the following, each (unless otherwise indicated) dated the date hereof, and
each in form and substance satisfactory to Servicer (acting on AFC’s
behalf):


 


(a)  An
Originator Assignment Certificate in the form of Exhibit C from
each Originator, duly completed, executed and delivered by such Originator;


 


8

















 


(b)  A copy
of the resolutions of the Board of Directors of each Originator approving this
Agreement and the transactions contemplated hereby, certified by the respective
Secretary or Assistant Secretary of each Originator;


 


(c)  Good
standing certificates for each Originator issued as of a recent date acceptable
to Servicer by the Secretary of State of the jurisdiction of such Person’s
incorporation;


 


(d) 
Certificate of the Secretary or Assistant Secretary of each Originator
certifying the names and true signatures of the officers authorized on such
Person’s behalf to sign the Transaction Documents to be delivered by it (on which
certificate Servicer and AFC may conclusively rely until such time as
Servicer shall receive from such Person a revised certificate meeting the
requirements of this subsection (d));


 


(e)  The
certificate or articles of incorporation or other organizational document of
each Originator, duly certified by the Secretary of State of the jurisdiction
of such Originator’s incorporation as of a recent date acceptable to Servicer,
together with a copy of the by-laws of such Originator, each duly certified by
the Secretary or an Assistant Secretary of such Originator;


 


(f) 
Originals of the proper financing statements (Form UCC-1 and UCC-3) that
have been duly executed and name each Originator as the assignor and AFC as the
assignee (and Calyon New York Branch, as Administrative Agent, for the benefit
of the Purchasers, as assignee of AFC) of the Receivables generated by such
Originator as may be necessary or, in Servicer’s or the Administrative
Agent’s opinion, desirable under the UCC of all appropriate jurisdictions to
perfect AFC’s ownership interest in all Receivables and such other rights,
accounts, instruments and moneys (including, without limitation, Related
Security) in which an ownership or security interest may be assigned to it
hereunder;


 


(g)  (i) A
written search report from a Person satisfactory to Servicer listing all
effective financing statements that name any Originator as debtor or assignor
and that are filed in the jurisdictions in which filings were made pursuant to
the foregoing subsection (f), together with copies of such
financing statements (none of which, except for those described in the
foregoing subsection (f), shall cover any Receivable or any right
related to any Receivable that is of the type described in Section 1.1)
which is to be sold to AFC hereunder, and (ii) tax and judgment lien
search reports from a Person satisfactory to Servicer showing no evidence of
such liens filed against any Originator;


 


(h)    A favorable opinion of (i) Pillsbury
Winthrop Shaw Pittman LLP, special counsel to Amphenol and the other
Originators, and (ii) Edward C. Wetmore, General Counsel to AFC, Amphenol
and the other Originators, each in form and substance satisfactory to
Servicer and the Agent;


 


(i) 
Evidence: (i) of the execution and delivery by each of the parties thereto
of each of the other Transaction Documents to be executed and delivered in
connection herewith and (ii) that each of the conditions precedent to the
execution, delivery and


 


9

















 


effectiveness of such
other Transaction Documents has been satisfied to Servicer’s satisfaction;


 


(j)  An AFC Note in favor of each Originator, duly
executed by AFC;


 


(k)  A certificate from an officer of each
Originator 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 that
a proposed purchaser or lender would use to evaluate the Receivables, the
following legend (or the substantive equivalent 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 LLC AND CALYON NEW
YORK BRANCH, AS THE ADMINISTRATIVE AGENT FOR THE PURCHASERS”.


 


SECTION 5.2  Certification as to Representations and
Warranties. Each Originator, by accepting the Purchase Price
related to each purchase of Receivables generated by such Originator, shall be
deemed to have certified that the representations and warranties contained in Article VI
are true and correct on and as of such day, with the same effect as though made
on and as of such day (except to the extent that any such representation or
warranty is expressed to be made only as of an earlier date, in which case such
representation or warranty shall have been true and correct on and as of such
earlier date).


 


ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF THE ORIGINATORS


 


In order to
induce AFC to enter into this Agreement and to make purchases hereunder, each
Originator hereby makes with respect to itself, and Amphenol, jointly and
severally, with each Originator makes with respect to such Originator, the
representations and warranties set forth in this Article VI.


 


SECTION 6.1  Organization and Good Standing.
Such Originator has been duly organized and is validly existing as a
corporation in good standing under the laws of the state of its incorporation,
with power and authority to own its properties and to conduct its business as such
properties are presently owned and such business is presently conducted.


 


SECTION 6.2  Due Qualification. Such
Originator is duly licensed or qualified to do business as a foreign
corporation in good standing in all jurisdictions in which the ownership or
lease of its property or the conduct of its business requires such licensing or
qualification (except


 


10

















 


to the
extent that the failure to be so licensed or qualified would not be reasonably
likely to have a Material Adverse Effect).


 


SECTION 6.3  Power and Authority; Due Authorization.
Such Originator has (a) all necessary power, authority and legal right (i) to
execute and deliver, and perform its obligations under, each Transaction
Document to which it is a party and (ii) to generate, own, sell and assign
Receivables on the terms and subject to the conditions herein and therein
provided; and (b) duly authorized such execution and delivery and such
sale and assignment and the performance of such obligations by all necessary
corporate action (including, if required, all shareholder action).


 


SECTION 6.4  Valid Sale; Binding Obligations.
Each sale made by such Originator pursuant to this Agreement shall constitute a
valid sale, transfer and assignment of Receivables to AFC, enforceable against
creditors of, and purchasers from, such Originator; and this Agreement
constitutes, and each other Transaction Document signed or to be signed by such
Originator, when duly executed and delivered, constitutes or will constitute, a
legal, valid and binding obligation of such Originator, enforceable in
accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization or other similar laws 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.


 


SECTION 6.5  No Violation. The
consummation of the transactions contemplated by this Agreement and the other
Transaction Documents, and the fulfillment of the terms hereof or thereof, will
not (a) conflict with, result in any breach of any of the terms and
provisions of, or constitute (with or without notice, lapse of time or both) a
default under (i) such Originator’s articles or certificate of
incorporation or by-laws, or (ii) any indenture, loan agreement, mortgage,
deed of trust or other agreement or instrument to which it is a party or by
which it or any of its property is bound, except for any conflict, breach or
default that would not be reasonably likely to have a Material Adverse Effect
on such Originator, (b) result in the creation or imposition of any
Adverse Claim upon any of its properties pursuant to the terms of any such
indenture, loan agreement, mortgage, deed of trust or other agreement or
instrument, other than the Transaction Documents, or (c) violate any law
or any order, rule or regulation applicable to it of any court or of any
federal, state or foreign regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over it or any of its
properties, except for any violation that would not be reasonably likely to
have a Material Adverse Effect.


 


SECTION 6.6  Proceedings. Except as set
forth in Exhibit D, there is no action, suit, proceeding or
investigation pending before any court, regulatory body, arbitrator,
administrative agency or other tribunal or governmental instrumentality (a) asserting
the invalidity of any Transaction Document, (b) seeking to prevent the
issuance of such Originator’s Originator Assignment Certificate or the
consummation of any of the transactions contemplated by any Transaction
Document, or (c) seeking any determination or ruling that is reasonably
likely to have a Material Adverse Effect on such Originator.


 


SECTION 6.7  Securities Exchange Act. No proceeds
of any purchase of Receivables by AFC from any Originator pursuant to this
Agreement will be used to acquire any equity security of a class which is
registered pursuant to Section 12 of the Securities Exchange Act of 1934.


 


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SECTION 6.8  Bulk Sales Acts. No
transaction contemplated hereby requires compliance with, or will be subject to
avoidance under, any bulk sales act or similar law.


 


SECTION 6.9  Government Approvals. Except
for the filing of the UCC financing statements referred to in Article V,
all of which, at the time required in Article V, shall have been
duly made and shall be in full force and effect, no authorization or approval
or other action by, and no notice to or filing with, any governmental authority
or regulatory body is required for such Originator’s due execution, delivery
and performance of any Transaction Document to which it is a party, except
where the failure to receive or make such authorization, approval, action,
notice or filing would not be reasonably likely to have a Material Adverse
Effect.


 


SECTION 6.10  Material Adverse Effect. Since
December 31, 2005, no event has occurred that has had, or is reasonably
likely to have, a Material Adverse Effect on such Originator.


 


SECTION 6.11  Licenses, Contingent Liabilities and Labor
Controversies. (a) Such Originator has not failed to obtain
any licenses, permits, franchises or other governmental authorizations necessary
to the ownership of its properties or to the conduct of its business, which
violation or failure to obtain would be reasonably likely to have a Material
Adverse Effect on such Originator.


 


(b)  There are no labor controversies pending against such Originator
that have had (or are reasonably likely to have) a Material Adverse Effect on
such Originator.


 


SECTION 6.12  Margin Regulations. No use
of any funds acquired by such Originator under this Agreement will conflict
with or contravene any of Regulations T, U and X promulgated by the Board of
Governors of the Federal Reserve System from time to time.


 


SECTION 6.13  Quality of Title. (a) Each
Receivable of such Originator (together with the Related Security for such
Receivable) which is to be sold to AFC hereunder is or shall be owned by such
Originator, free and clear of any Adverse Claim, except as provided herein and
in the Receivables Purchase Agreement. Whenever AFC makes a purchase hereunder,
it shall have acquired and shall continue to have maintained a valid and
perfected first priority ownership interest (free and clear of any Adverse
Claim) in all Receivables generated by such Originator and all Collections
related thereto, and in such Originator’s entire right, title and interest in
and to the Related Security with respect thereto.


 


(b)  No effective financing statement or other instrument similar
in effect covering any Receivable generated by such Originator or any right
related to any such Receivable that is of the type described in Section 1.1
is on file in any recording office except such as may be filed in favor of
AFC or the Originators, as the case may be, in accordance with this
Agreement or in favor of the Administrative Agent for the benefit of the
Purchasers in accordance with the Receivables Purchase Agreement.


 


SECTION 6.14  Accuracy of Information. All
factual written information heretofore or contemporaneously furnished (and
prepared) by such Originator to AFC, any Purchaser or the Administrative Agent
for purposes of or in connection with any Transaction Document or any
transaction contemplated hereby or thereby is, and all other such factual
written information


 


12

















 


hereafter
furnished (and prepared) by such Originator to AFC, any Purchaser or the
Administrative Agent pursuant to or in connection with any Transaction Document
will be, true and accurate in every material respect on the date as of which
such information is dated or certified. No information contained in any report
delivered pursuant to Section 7.2 or in any Purchase Report shall
be incomplete by omitting to state any material fact necessary to make such
information not misleading on the date as of which such information is dated or
certified.


 


SECTION 6.15  Offices. Such Originator’s
principal place of business and chief executive office is located at the
address set forth under such Originator’s signature hereto, and the offices
where such Originator keeps all its books, records and documents evidencing its
Receivables, the related Contracts and all other agreements related to such
Receivables are located at the addresses specified in Exhibit E (or
at such other locations, notified to Servicer and the Administrative Agent in
accordance with Section 7.1(f), in jurisdictions where all action
required by Section 8.3 has been taken and completed).


 


SECTION 6.16  Trade Names. Such
Originator does not use any trade name other than its actual corporate name and
the trade names set forth in Exhibit F. From and after December 3,
1988, such Originator has not been known by any legal name other than its
corporate name as of the date hereof, nor has such Originator been the subject
of any merger or other corporate reorganization.


 


SECTION 6.17  Taxes. Such Originator has
filed all tax returns and reports required by law to have been filed by it and
has paid all taxes and governmental charges thereby shown to be owing, except
any such taxes or charges which are being diligently contested in good faith by
appropriate proceedings and for which adequate reserves in accordance with GAAP
shall have been set aside on its books.


 


SECTION 6.18  Compliance with Applicable Laws.
Such Originator is in compliance with the requirements of all applicable laws,
rules, regulations and orders of all governmental authorities, a breach of any
of which, individually or in the aggregate, would be reasonably likely to have
a Material Adverse Effect.


 


SECTION 6.19  Good Faith Transfers. The transfers
of Receivables by such Originator to AFC pursuant to this Agreement, and all
other transactions between such Originator and AFC, have been and will be made
in good faith and without intent to hinder, delay or defraud creditors of such
Originator.


 


SECTION 6.20  Supplemental Representations, Warranties and
Agreements. Relating to UCC Issues. In addition to the
representations, warranties and agreements contained above, to induce the
Administrative Agents and the Purchasers to enter into the Receivables Purchase
Agreement, each Originator hereby represents, warrants, covenants and agrees as
follows:


 


(a)                                  The
Agreement creates a valid and continuing security interest (as defined in the
applicable UCC) in the Receivables and Related Security 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 such Originator.


 


13

















 


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


 


(c)                                  Such
Originator owns and has good and marketable title to the Receivables free and
clear of any Adverse Claim.


 


(d)                                 Such
Originator has caused, 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 Receivables from such Originator to AFC pursuant to the Sale Agreement, and
the sale and security interest therein from such Originator 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.”


 


(e)                                  With
respect to any Receivables that constitute “tangible chattel paper”, if any,
such Originator (or the Servicer on its behalf) has in its possession the
original copies of such tangible chattel paper that constitute or evidence such
Receivables, and such Originator has caused, within ten days after the Closing
Date, the filing of financing statements described in clause (d), 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 Receivables to the
extent they are evidenced by “tangible chattel paper” do not have any marks or
notations indicating that they have been pledged, assigned or otherwise
conveyed to any Person other than the Seller or the Administrative Agent for
the benefit of the Purchasers.


 


(f)                                    Other
than the transfer of the Receivables to Seller and Administrative Agent under
this Agreement and the Receivables Purchase Agreement, respectively, and/or the
security interest granted to the Seller and the Administrative Agent pursuant
to this Sale Agreement and the Receivables Purchase Agreement, respectively,
such Originator has not pledged, assigned, sold, granted a security interest
in, or otherwise conveyed any of the Receivables, except for any such pledge,
grant or other conveyance which has been released or terminated. Such
Originator has not authorized the filing of, or is aware of any financing
statements against such Originator that include a description of Receivables,
other than any financing statement (i) relating to the sale thereof by
such Originator to Seller under this Agreement, (ii) relating to the
security interest granted to Administrative Agent under the Receivables
Purchase Agreement, or (iii) that has been released or terminated.


 


(g)                                 Such
Originator is not is aware of any judgment, ERISA or tax lien filings against
it.


 


(h)                                 Notwithstanding
any other provision of the Agreement or any other Transaction Document, the
representations, warranties and agreements contained in Section 6.20 of
this Agreement shall be continuing, and remain in full force and effect until
such time as the Purchased Interest and all other obligations under the
Receivables Purchase Agreement have been finally and fully paid and performed.


 


14

















 


(i)                                     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 6.20; (ii) shall
provide the Ratings Agencies with prompt written notice of any breach of any
representations set forth in this Section 6.20, 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 6.20.


 


(j)                                     In
order to evidence the interests of the Seller 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 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).


 


(k)                                  Each
remittance of collections by such Originator 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.


 


ARTICLE VII

COVENANTS OF AMPHENOL AND THE OTHER ORIGINATORS


 


SECTION 7.1  Affirmative Covenants. From
the date hereof until the first day following the Purchase and Sale
Termination Date, each Originator will, unless Servicer (on behalf of AFC)
shall otherwise consent in writing:


 


(a)  Compliance
with Laws, Etc. Comply in all material respects with all applicable laws,
rules, regulations and orders with respect to the Receivables generated by it
and the Contracts and other agreements related thereto except where the failure
to so comply would not materially and adversely affect the collectibility of
such Receivables or the rights of AFC hereunder.


 


15

















 


(b)  Preservation
of Corporate Existence. Preserve and maintain its corporate existence,
rights, franchises and privileges in the jurisdiction of its incorporation, and
qualify and remain qualified in good standing as a foreign corporation in each
jurisdiction where the failure to preserve and maintain such existence, rights,
franchises, privileges and qualification would be reasonably likely to have a
Material Adverse Effect.


 


(c)  Receivables
Reviews. (i) At any time and from time to time during regular business
hours, and upon two Business Days’ prior written notice so long as no
Termination Event is continuing, permit AFC or the Administrative Agent, or
their respective agents or representatives, (A) to examine and make copies
of and abstracts from all books, records and documents (including, without
limitation, computer tapes and disks) in possession or under the control of
such Originator relating to Receivables, including, without limitation, the
related Contracts and purchase orders and other agreements related thereto, and
(B) to visit the offices and properties of such Originator for the purpose
of examining such materials described in clause (i)(A) above,
and to discuss matters relating to Receivables originated by it or the
performance hereunder with any of the officers or employees of such Originator
having knowledge of such matters, and (ii) without limiting the foregoing clause (i),
from time to time on request of the Administrative Agent (given not more than
once in each calendar year so long as no Purchase and Sale Termination Event
shall have occurred and be continuing), permit certified public accountants or
other auditors acceptable to AFC and the Administrative Agent to conduct, at
AFC’s expense (so long as such expenses do not exceed $75,000 in the period
from the Closing Date to July 30, 2007, $50,000 in the two subsequent
annual periods starting in July 31, 2007 and ending in July 30, 2008
and starting in July 31, 2008 and ending in July 30, 2009, and such
amount as may be negotiated among AFC, the Servicer and the Administrative
Agent with respect to any such expenses after July 30, 2009), a review of
such Originator’s books and records with respect to such Receivables.


 


(d)  Keeping
of Records and Books of Account. Maintain and implement administrative and
operating procedures (including, without limitation, an ability to recreate
records evidencing Receivables it generates in the event of the destruction of
the originals thereof), and keep and maintain all documents, books, records and
other information reasonably necessary or advisable for the collection of such
Receivables (including, without limitation, records adequate to permit the
daily identification of each new Receivable and all Collections of and
adjustments to each existing Receivable).


 


(e)  Performance
and Compliance with Receivables and Contracts. Timely and fully perform and
comply in all material respects with all the provisions, covenants and other
promises required to be observed by it under the Contracts and all other
agreements related to the Receivables that it generates.


 


(f)  Location
of Records. Keep its principal place of business and chief executive
office, and the offices where it keeps its records concerning or related to
Receivables, at the address(es) referred to in Exhibit E or, upon
15 days’ prior written notice to AFC and the Administrative Agent, at such
other locations in jurisdictions where all action required by Section 8.3
shall have been taken and completed.


 


16

















 


(g)  Credit
and Collection Policies. Comply in all material respects with its Credit
and Collection Policy in connection with the Receivables that it generates and
all Contracts and other agreements related thereto.


 


(h)  Separate
Corporate Existence of AFC. Take such actions as shall be required in order
that:


 


(i)  AFC’s
operating expenses will not be paid by such Originator;


 


(ii)  Such
Originator’s books and records will be maintained separately from those of AFC;


 


(iii)  Any
financial statements of such Originator which are consolidated to include AFC
will contain detailed notes clearly stating that AFC is a separate corporate
entity and that AFC has sold ownership interests in AFC’s accounts receivable;


 


(iv)  Such
Originator will strictly observe corporate formalities in its dealing with AFC,
and funds or other assets of AFC will not be commingled with those of such
Originator;


 


(v)  AFC
shall pay to the appropriate Amphenol Person 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 AFC and any other
Amphenol Person, but AFC shall not, directly or indirectly, be named or enter
into an agreement to be named, as a direct or contingent beneficiary or loss
payee, under any such insurance policy, with respect to any amounts payable due
to occurrences or events related to any other Amphenol Person;


 


(vi)  Such
Originator will maintain arm’s-length relationships with AFC, and such
Originator will be compensated at market rates for any services it renders or
otherwise furnishes to AFC; and


 


(vii)  Such
Originator will not be, and will not hold itself out to be, responsible for the
debts of AFC or the decisions or actions in respect of the daily business and
affairs of AFC.


 


(i)  Post
Office Boxes. Within 60 days after the date hereof, deliver to Servicer (on
behalf of AFC) a certificate from an authorized officer of such Originator to
the effect that (i) the name of the renter of all post office boxes into
which Collections may from time to time be mailed have been changed to the
name of AFC (unless such post office boxes are in the name of the relevant
Lock-box Banks) and (ii) all relevant postmasters have been notified that
each of Servicer (and each Servicer Person) and the Administrative Agent are
authorized to collect mail delivered to such post office boxes (unless such
post office boxes are in the name of the relevant Lock-box Banks).


 


SECTION 7.2  Reporting Requirements. From
the date hereof until the first day following the Purchase and Sale Termination
Date, each Originator will, unless Servicer (on


 


17

















 


behalf
of AFC) shall otherwise consent in writing, furnish to AFC and the
Administrative Agent (with a copy for each Purchaser) the following:


 


(a)  ERISA.
Promptly after receipt of any notice with respect to any Reportable Event (as
defined in Title IV of ERISA) with respect to such Originator that would be
reasonably likely to have a Material Adverse Effect, a copy of such notice;


 


(b)  Purchase
and Sale Termination Events. As soon as possible after the occurrence of,
and in any event within three Business Days after the occurrence of, each
Purchase and Sale Termination Event or each Unmatured Purchase and Sale
Termination Event in respect of such Originator, a written statement of the
chief financial officer or chief accounting officer of such Originator
describing such Purchase and Sale Termination Event or Unmatured Purchase and
Sale Termination Event and the action that such Originator proposes to take with
respect thereto, in each case in reasonable detail;


 


(c)  Proceedings.
As soon as possible, and in any event within three Business Days after such
Originator otherwise has knowledge thereof, written notice of (i) any
action, suit, proceeding or investigation of the type described in Section 6.6
not previously disclosed to AFC and (ii) all material adverse developments
that have occurred with respect to any previously disclosed actions, suits,
proceedings and investigations; and


 


(d)  Other.
Promptly, from time to time, such other information, documents, records or
reports respecting the Receivables or the conditions or operations, financial
or otherwise, of such Originator as AFC, any Purchaser or the Administrative
Agent may from time to time reasonably request in order to protect the
interests of AFC, any Purchaser or the Administrative Agent under or as
contemplated by the Transaction Documents.


 


SECTION 7.3  Negative Covenants. From
the date hereof until the date following the Purchase and Sale Termination
Date, each Originator agrees that, unless Servicer (on behalf of AFC) shall
otherwise consent in writing, it shall not:


 


(a)  Sales,
Liens, Etc. Except as otherwise provided herein or in any other Transaction
Document, 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
Receivable or related Contract or Related Security, or any interest therein, or
any Collections thereon, or assign any right to receive income in respect
thereof.


 


(b)  Extension
or Amendment of Receivables. Except as otherwise permitted in Section 4.2(a) of
the Receivables Purchase Agreement, extend, amend or otherwise modify the terms
of any Receivable generated by it in any material respect, or amend, modify or
waive, in any material respect, any term or condition of any Contract related
thereto (which term or condition relates to payments under, or the enforcement
of, such Contract).


 


18

















 


(c)  Change
in Business or Credit and Collection Policy. Make any change in the
character of its business or materially alter its Credit and Collection Policy,
which change would, in either case, be reasonably likely to have a Material
Adverse Effect.


 


(d)  Receivables
Not to be Evidenced by Promissory Notes or Chattel Paper. Take any action
to cause or permit any Receivable generated by it to become evidenced by any “instrument”
or “chattel paper” (as defined in the applicable UCC).


 


(e)  Mergers,
Acquisitions, Sales, etc. (i) Be a party to any merger or
consolidation, except (A) a merger or consolidation involving Amphenol
where Amphenol is the surviving corporation, (B) a merger or consolidation
among two or more Originators (including, without limitation, Amphenol if
Amphenol is the surviving corporation) (C) a merger or consolidation among
one or more Originators and one or more Subsidiaries of Amphenol where an
Originator (which shall be Amphenol if Amphenol is one of the Originators) is
the surviving corporation, or (ii) directly or indirectly sell, transfer,
assign, convey or lease (A) whether in one or a series of
transactions, all or substantially all of its assets, except to another
Originator (including, without limitation, Amphenol), or (B) any Receivables
or any interest therein (other than pursuant to this Agreement).


 


SECTION 7.4  Lock-box Banks. From the
date hereof until the date following the Purchase and Sale Termination Date,
each Originator agrees that it shall not make any changes in its instructions
to Obligors regarding Collections or add or terminate any Lock-box Bank unless
the requirements of Section 1(h) of Exhibit IV to the
Receivables Purchase Agreement have been met.


 


ARTICLE VIII

ADDITIONAL RIGHTS AND OBLIGATIONS IN

RESPECT OF THE RECEIVABLES


 


SECTION 8.1  Rights of AFC. Each
Originator hereby authorizes AFC, Servicer or their respective designees to
take any and all steps in such Originator’s name necessary or desirable, in
their respective determination, to collect all amounts due under any and all
Receivables, including, without limitation, indorsing the name of such
Originator on checks and other instruments representing Collections and
enforcing such Receivables and the provisions of the related Contracts that
concern payment and/or enforcement of rights to payment.


 


SECTION 8.2  Responsibilities of Each Originator.
Anything herein to the contrary notwithstanding:


 


(a)  Collection
Procedures. Each Originator agrees to direct its respective Obligors to
make payments of Receivables directly either (i) to a post office box
related to the relevant Lock-box Account at a Lock-box Bank; or (ii) via
wire transfer to the Concentration Account. Each Originator further agrees to
transfer any Collections that it receives directly to Servicer (for AFC’s
account) within one (1) Business Day of receipt thereof, and agrees that
all such Collections shall be deemed to be received in trust for


 


19






 













 


AFC and shall be
maintained and segregated separate and apart from all other funds and
monies of such Originator until transfer of such Collections to Servicer.


 


(b)  Each
Originator shall perform its obligations hereunder, and the exercise by
AFC or its designee of any of its rights hereunder shall not relieve such
Originator from such obligations.


 


(c)  None of
AFC, Servicer, any Purchaser nor the Administrative Agent shall have any
obligation or liability to any Obligor or any other third Person with respect
to any Receivables, Contracts related thereto or any other related agreements,
nor shall AFC, Servicer, Purchaser or the Administrative Agent be obligated to
perform any of the obligations of any Originator thereunder.


 


(d)  Each
Originator hereby grants to Servicer an irrevocable power of attorney, with
full power of substitution, coupled with an interest, to take in the name of
such Originator all steps necessary or advisable to indorse, negotiate or
otherwise realize on any writing or other right of any kind held or transmitted
by such Originator or transmitted or received by AFC (whether or not from such
Originator) in connection with any Receivable.


 


SECTION 8.3  Further Action Evidencing Purchases.
Each Originator agrees that from time to time, at its expense, it will promptly
execute and deliver all further instruments and documents, and take all further
action that Servicer may reasonably request in order to perfect, protect
or more fully evidence the Receivables (and the rights related thereto that are
of the type described in Section 1.1) purchased by AFC hereunder,
or to enable AFC to exercise or enforce any of its rights hereunder or under
any other Transaction Document. Without limiting the generality of the
foregoing, upon the request of Servicer, each Originator will:


 


(a)  execute
and file such financing or continuation statements, or amendments thereto or
assignments thereof, and such other instruments or notices as may be
necessary or appropriate to perfect, protect or evidence the transfer of such
Receivables;


 


(b)  deliver
to AFC copies of all Contracts relating to the transferred Receivables and all
records relating to such Contracts and the transferred Receivables, whether in
hard copy or in magnetic tape or diskette format (which if in magnetic tape or
diskette format shall be compatible with AFC’s computer equipment); and


 


(c)  mark the
master data processing records that evidence or list (i) such Receivables
and (ii) related Contracts with the legend set forth in Section 5.1(k).


 


Each
Originator hereby authorizes AFC or its designee to file one or more financing
or continuation statements, and amendments thereto and assignments thereof,
relative to all or any of the Receivables (and the rights related thereto that
are of the type described in Section 1.1) now existing or hereafter
generated by such Originator. If any Originator fails to perform any of
its agreements or obligations under this Agreement, AFC or its designee may (but
shall not be required to) itself perform, or cause performance of, such
agreement or obligation, and the expenses of AFC or its designee incurred in
connection therewith shall be payable by such non-performing Originator as
provided in Section 10.1.


 


20

















 


SECTION 8.4  Application of Collections.
Any payment by an Obligor in respect of any indebtedness owed by it to any
Originator shall, except as otherwise specified by such Obligor or otherwise
required by contract or law and unless otherwise instructed by AFC or the
Administrative Agent, be applied as a Collection of any Receivable or
Receivables of such Obligor to the extent of any amounts then due and payable
thereunder before being applied to any other indebtedness of such Obligor.


 


ARTICLE IX

PURCHASE AND SALE TERMINATION EVENTS


 


SECTION 9.1  Purchase and Sale Termination Events.
Each of the following events or occurrences described in this Section 9.1
shall constitute a “Purchase and Sale Termination Event”:


 


(a)  A
Termination Event shall have occurred and (in the case of a Termination Event
other than one described in Sections g or h of Exhibit V to the
Receivables Purchase Agreement), the Administrative Agent, at the request (or
with the consent) of a majority of the Purchasers, shall have declared the Facility
Termination Date to have occurred; or


 


(b)  Any
Originator shall fail to make any payment or deposit to be made by it hereunder
when due and such failure shall remain unremedied for five (5) Business
Days; or


 


(c)  Any
representation or warranty made or deemed to be made by any Originator (or any
of its officers) under or in connection with this Agreement, any other
Transaction Documents or any other information or report delivered pursuant
hereto or thereto shall prove to have been false or incorrect in any material
respect when made or deemed made; or


 


(d)  Any
Originator shall fail to perform or observe any other term, covenant or
agreement contained in this Agreement on its part to be performed or
observed and such failure shall remain unremedied for 30 calendar days after
written notice thereof shall have been given by Servicer to such Originator; or


 


(e)  An Event
of Bankruptcy shall have occurred with respect to any Originator.


 


SECTION 9.2  Remedies.


 


(a)  Optional Termination. Upon the occurrence of a
Purchase and Sale Termination Event, but subject to the proviso in Section 1.4,
AFC (and not Servicer) shall have the option by notice to the Originators (with
a copy to the Administrative Agent) to declare the Purchase and Sale
Termination Date to have occurred.


 


(b)  Remedies Cumulative. Upon any termination of the
Purchase Facility pursuant to this Section 9.2, AFC shall have, in
addition to all other rights and remedies under this Agreement or otherwise,
all other rights and remedies provided under the UCC of each applicable
jurisdiction and other applicable laws, which rights shall be cumulative.
Without


 


21

















 


limiting
the foregoing, the occurrence of the Purchase and Sale Termination Date shall not
deny AFC any remedy in addition to termination of the Purchase Facility to
which AFC may be otherwise appropriately entitled, whether at law or
equity.


 


ARTICLE X

INDEMNIFICATION


 


SECTION 10.1  Indemnities by Amphenol and the
Originators. Without limiting any other rights which AFC may have
hereunder or under applicable law, each Originator, severally and for itself
alone, and Amphenol, jointly and severally with each Originator, hereby agrees
to indemnify AFC and each of its officers, directors, employees and agents
(each of the foregoing Persons being individually called a “Purchase and
Sale Indemnified Party”), forthwith on demand, from and against any and all
damages, losses, claims, judgments, liabilities and related costs and expenses,
including reasonable attorneys’ fees and disbursements (all of the foregoing
being collectively called “Purchase and Sale Indemnified Amounts”)
awarded against or incurred by any of them arising out of or as a result of the
failure of such Originator to perform its obligations under this
Agreement, any other Transaction Document or arising out of the claims asserted
against a Purchase and Sale. Indemnified Party relating to the transactions
contemplated herein or therein or the use of proceeds herefrom or therefrom, excluding,
however, (i) Purchase and Sale Indemnified Amounts to the extent
resulting from gross negligence or willful misconduct on the part of such
Purchase and Sale Indemnified Party, (ii) any indemnification which has
the effect of recourse for non-payment of the Receivables to any Amphenol
Person (except as otherwise specifically provided under this Section 10.1)
and (iii) any tax based upon or measured by net income or gross receipts.
Without limiting the foregoing, each Originator, severally and for itself
alone, and Amphenol, jointly and severally with each Originator, indemnifies
each Purchase and Sale Indemnified Party for Purchase and Sale Indemnified
Amounts relating to or resulting from:


 


(a)  the
transfer by such Originator of an interest in any Receivable to any Person
other than AFC;


 


(b)  the
breach of any representation or warranty made by such Originator (or any of its
officers) under or in connection with this Agreement or any other Transaction
Document, or any information or report delivered by such Originator pursuant
hereto or thereto which shall have been false or incorrect in any material
respect when made or deemed made;


 


(c)  the
failure by such Originator to comply with any applicable law, rule or
regulation with respect to any Receivable generated by such Originator or the
related Contract, or the nonconformity of any Receivable generated by such
Originator or the related Contract with any such applicable law, rule or
regulation;


 


(d)  the
failure to vest and maintain vested in AFC an ownership interest in the
Receivables generated by such Originator free and clear of any Adverse Claim,
other than an Adverse Claim arising solely as a result of an act of AFC,
whether existing at the time of the purchase of such Receivables or at any time
thereafter;


 


22

















 


(e)  the
failure to file, 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 or purported Receivables
generated by such Originator, whether at the time of any purchase or at any
subsequent time;


 


(f)  any
dispute, claim, offset or defense (other than discharge in bankruptcy) of the
Obligor to the payment of any Receivable or purported Receivable generated by
such Originator (including, without limitation, a defense based on such
Receivables or the related Contract’s 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 merchandise or
services related to any such Receivable or the furnishing of or failure to
furnish such merchandise or services;


 


(g)  any
product liability claim arising out of or in connection with merchandise or
services that are the subject of any Receivable generated by such Originator;
and


 


(h)  any tax
or governmental fee or charge (other than any tax excluded pursuant to clause
(iii) in the proviso to the preceding sentence), all interest and
penalties thereon or with respect thereto, and all out-of-pocket costs and
expenses, including the reasonable fees and expenses of counsel in defending
against the same, which may arise by reason of the purchase or ownership
of the Receivables generated by such Originator or any Related Security
connected with any such Receivables.


 


If for any
reason the indemnification provided above in this Section 10.1 is
unavailable to a Purchase and Sale Indemnified Party or is insufficient to hold
such Purchase and Sale Indemnified Party harmless, then each of the
Originators, severally and for itself alone, and Amphenol, jointly and
severally with each Originator, shall contribute to the amount paid or payable
by such Purchase and Sale Indemnified Party to the maximum extent permitted
under applicable law.


 


ARTICLE XI

MISCELLANEOUS


 


SECTION 11.1  Amendments, Waivers, etc.
(a) The provisions of this Agreement may from time to time be
amended, modified or waived, if such amendment, modification or waiver is in
writing and consented to by AFC, Servicer and the Originators (with respect to
an amendment) or by AFC (with respect to a waiver or consent by it).


 


(b)  No failure or delay on the part of AFC, Servicer, any
Originator or any third party beneficiary in exercising any power or right
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such power or right preclude any other or further exercise
thereof or the exercise of any other power or right. No notice to or demand on
AFC, Servicer, Amphenol or any other Originator in any case shall entitle it to
any notice or demand in similar or other circumstances. No waiver or approval
by AFC or Servicer under this Agreement shall, except as may otherwise be
stated in such waiver or approval, be applicable to subsequent transactions. No
waiver or approval under this Agreement shall require any similar or dissimilar
waiver or approval thereafter to be granted hereunder.


 


23

















 


(c)  The Transaction Documents contain a final and complete
integration of all prior expressions by the parties hereto with respect to the
subject matter thereof and shall constitute the entire agreement among the
parties hereto with respect to the subject matter thereof, superseding all
prior oral or written understandings.


 


SECTION 11.2  Notices, etc. All notices
and other communications provided for hereunder shall, unless otherwise stated
herein, be in writing (including facsimile communication) and shall be
personally delivered or sent by facsimile (to be followed by mail) to the
intended party at the address or facsimile number of such party set forth under
its name on the signature pages hereof or at such other address or
facsimile number as shall be designated by such party in a written notice to
the other parties hereto. All such notices and communications shall be
effective, (i) if personally delivered, when received, and (ii) if
transmitted by facsimile, when sent, receipt confirmed by telephone or electronic
means.


 


SECTION 11.3  Cumulative Remedies. The
remedies herein provided are cumulative and not exclusive of any remedies
provided by law. Without limiting the foregoing, Amphenol and each Originator
hereby authorize AFC, at any time and from time to time, to the fullest extent
permitted by law, to setoff, against any obligations of such Originator to AFC
arising in connection with the Transaction Documents (including, without
limitation, amounts payable pursuant to Section 10.1) that are then
due and payable or that are not then due and payable but are accruing in
respect of the then current Settlement Period, any and all indebtedness at any
time owing by AFC to or for the credit or the account of Amphenol or any
Originator (including pursuant to any AFC Note).


 


SECTION 11.4  Binding Effect; Assignability.
This Agreement shall be binding upon and inure to the benefit of AFC, Amphenol
and each Originator and their respective successors and permitted assigns. No
Originator may assign any of its rights hereunder or any interest herein
without the prior written consent of AFC, except as otherwise herein
specifically provided. This Agreement shall create and constitute the
continuing obligations of the parties hereto in accordance with its terms, and
shall remain in full force and effect until such time as the parties hereto
shall agree. The rights and remedies with respect to any breach of any
representation and warranty made by any Originator pursuant to Article VI
and the indemnification and payment provisions of Article X and Section 11.6
shall be continuing and shall survive any termination of this Agreement.


 


SECTION 11.5  No
Proceedings. Each Originator hereby agrees that it will not institute
against, or join any other Person in instituting against, AFC any Bankruptcy
Proceedings so long as there shall not have elapsed one year plus one day since
the later of (i) the Facility Termination Date and (ii) the date on
which all of the transferred Receivables are either collected in full or become
Defaulted Receivables.


 


SECTION 11.6  Governing Law. THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, 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 PERFECTION (AND THE
EFFECT OF PERFECTION OR NONPERFECTION) OF AFC’S INTERESTS IN


 


24

















 


THE
RECEIVABLES IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF
NEW YORK.


 


SECTION 11.7  Costs, Expenses and Taxes.
In addition to the obligations of the Originators under Article X,
each Originator, severally and for itself alone, and Amphenol, jointly and
severally with each Originator, agrees to pay on demand:


 


(a)  all
costs and expenses in connection with the enforcement of this Agreement, the
Originator Assignment Certificates and the other Transaction Documents; and


 


(b)  all
stamp and other taxes and fees payable or determined to be payable in
connection with the execution, delivery, filing and recording of this Agreement
or the other Transaction Documents to be delivered hereunder, and agrees to
indemnify each Purchase and Sale Indemnified Party against any liabilities with
respect to or resulting from any delay in paying or omission to pay such taxes
and fees.


 


SECTION 11.8  Submission to Jurisdiction.
EACH PARTY HERETO HEREBY IRREVOCABLY (a) SUBMITS TO THE NON-EXCLUSIVE
JURISDICTION OF NEW YORK OR UNITED STATES FEDERAL COURTS SITTING IN NEW YORK,
NEW YORK, OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY
TRANSACTION DOCUMENT; (b) AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION
OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE OR UNITED STATES
FEDERAL COURT; (c) WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY
DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION
OR PROCEEDING; (d) IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL
PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH
PROCESS TO SUCH PERSON AT ITS ADDRESS SPECIFIED IN SECTION 11.2;
AND (e) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON
THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS SECTION 11.7
SHALL AFFECT AFC’S RIGHT TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED
BY LAW OR TO BRING ANY ACTION OR PROCEEDING AGAINST AMPHENOL, ANY ORIGINATOR OR
ITS RESPECTIVE PROPERTY IN THE COURTS OF ANY OTHER JURISDICTIONS.


 


SECTION 11.9  Waiver of Jury Trial. EACH
PARTY HERETO WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO
ENFORCE OR DEFEND ANY RIGHTS UNDER OR RELATING TO THIS AGREEMENT, ANY OTHER
TRANSACTION DOCUMENT OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT
DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH
OR ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT OR
ANY OTHER TRANSACTION DOCUMENT, AND AGREES THAT (a) ANY SUCH ACTION OR
PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY AND (b) ANY
PARTY HERETO (OR ANY ASSIGNEE OR THIRD PARTY BENEFICIARY OF THIS AGREEMENT) MAY FILE
AN ORIGINAL COUNTERPART OR A COPY OF THIS


 


25

















 


AGREEMENT
WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF ANY OTHER PARTY OR PARTIES
HERETO TO WAIVER OF ITS OR THEIR RIGHT TO TRIAL BY JURY.


 


SECTION 11.10  Captions and Cross References;
Incorporation by Reference. The various captions (including,
without limitation, the table of contents) in this Agreement are included for
convenience only and shall not affect the meaning or interpretation of any
provision of this Agreement. References in this Agreement to any underscored Section or
Exhibit are to such Section or Exhibit of this Agreement, as the
case may be. The Exhibits hereto are hereby incorporated by reference into
and made a part of this Agreement.


 


SECTION 11.11  Execution in Counterparts.
This Agreement may be executed in any number of counterparts and by
different parties hereto in separate 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 11.12  Acknowledgment and Agreement.
(a) By execution below, Amphenol and each other Originator expressly
acknowledge and agree that all of AFC’s rights, title and interests in, to and
under this Agreement shall be assigned by AFC pursuant to the Receivables
Purchase Agreement, and Amphenol and each Originator consents to such
assignment. Each of the parties hereto acknowledges and agrees that the
Administrative Agent and each Purchaser are third party beneficiaries of the
rights of AFC arising hereunder and under the other Transaction Documents to
which Amphenol or any Originator is a party.


 


(b)  By execution below, each Originator acknowledges that each
Purchaser and the Administrative Agent are entering into the Receivables
Purchase Agreement in reliance upon AFC’s identity as a legal entity separate
from any Originator.


 


26

















 


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.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  358 Hall Avenue

  
	
   

  	
   

  	
  Wallingford, Connecticut 06492

  
	
   

  	
   

  	
  Attention: Treasurer

  
	
   

  	
   

  	
  Facsimile: (203) 265-8623

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AMPHENOL
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  358 Hall Avenue

  
	
   

  	
   

  	
  Wallingford, Connecticut 06492

  
	
   

  	
   

  	
  Attention: Treasurer

  
	
   

  	
   

  	
  Facsimile: (203) 265-8263

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AMPHENOL
  ANTEL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  358 Hall Avenue

  
	
   

  	
   

  	
  Wallingford, Connecticut 06492

  
	
   

  	
   

  	
  Attention: Treasurer

  
	
   

  	
   

  	
  Facsimile: (203) 265-8263

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AMPHENOL
  CONNEX CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
							



 

















 


	
   

  	
  Address:

  	
  358 Hall Avenue

  
	
   

  	
   

  	
  Wallingford, Connecticut 06492

  
	
   

  	
   

  	
  Attention: Treasurer

  
	
   

  	
   

  	
  Facsimile: (203) 265-8623

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AMPHENOL
  INTERCONNECT PRODUCTS

  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  358 Hall Avenue

  
	
   

  	
   

  	
  Wallingford, Connecticut 06492

  
	
   

  	
   

  	
  Attention: Treasurer

  
	
   

  	
   

  	
  Facsimile: (203) 265-8623

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AMPHENOL PCD, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  358 Hall Avenue

  
	
   

  	
   

  	
  Wallingford, Connecticut 06492

  
	
   

  	
   

  	
  Attention: Treasurer

  
	
   

  	
   

  	
  Facsimile: (203) 265-8623

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AMPHENOL
  T&M ANTENNAS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  358 Hall Avenue

  
	
   

  	
   

  	
  Wallingford, Connecticut 06492

  
	
   

  	
   

  	
  Attention: Treasurer

  
	
   

  	
   

  	
  Facsimile: (203) 265-8623

  
							



 

















 


	
   

  	
  ADVANCED
  CIRCUIT TECHNOLOGY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  358 Hall Avenue

  
	
   

  	
   

  	
  Wallingford, Connecticut 06492

  
	
   

  	
   

  	
  Attention: Treasurer

  
	
   

  	
   

  	
  Facsimile: (203) 265-8623

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SINE SYSTEMS
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  358 Hall Avenue

  
	
   

  	
   

  	
  Wallingford, Connecticut 06492

  
	
   

  	
   

  	
  Attention: Treasurer

  
	
   

  	
   

  	
  Facsimile: (203) 265-8623

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TIMES FIBER
  COMMUNICATIONS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  358 Hall Avenue

  
	
   

  	
   

  	
  Wallingford, Connecticut 06492

  
	
   

  	
   

  	
  Attention: Treasurer

  
	
   

  	
   

  	
  Facsimile: (203) 265-8623

  
							



 

















 


Exhibit A

to Purchase and Sale Agreement


 


FORM OF
PURCHASE REPORT


 


	
  PURCHASE REPORT

  	
  AS OF:

  
	
   

  	
   

  
	
   

  	
   

  
	
  ORIGINATOR:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  AGGREGATE UNPAID BALANCE:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  PURCHASE DISCOUNT

  	
   

  
	
  a. LOSS DISCOUNT

  	
   

  
	
  b. SERVICING DISCOUNT

  	
   

  
	
  c. COST OF FUNDS DISCOUNT

  	
   

  
	
  d. SPREAD DISCOUNT

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  PURCHASE PRICE (AUB-PD)

  	
  $0.0

  



 

















 


Exhibit B

to Purchase and Sale Agreement


 


FORM OF
AFC NOTE


 


NON-NEGOTIABLE

TERM NOTE


 


New York, New
York

                 ,
       


 


FOR VALUE
RECEIVED, the undersigned, Amphenol Funding Corp., a Delaware corporation (“AFC”),
promises to pay to
                    ,
a
               
corporation (the “Originator”), on the terms and subject to the conditions
set forth herein and in the Purchase and Sale Agreement referred to below, the
aggregate unpaid Purchase Price of all Receivables purchased by AFC from the
Originator pursuant to such Purchase and Sale Agreement, as such unpaid
Purchase Price is shown in the records of the Servicer.


 


1. Purchase and Sale Agreement. This Term
Note is one of the AFC Notes described in, and is subject to the terms and
conditions set forth in, the Purchase and Sale Agreement, dated as of July 31,
2006 (as the same may be amended, supplemented, amended and restated or
otherwise modified in accordance with its terms, the “Purchase and Sale
Agreement”), among AFC, the Originator and certain other Persons. Reference
is hereby made to the Purchase and Sale Agreement for a statement of certain
other rights and obligations of AFC and the Originator.


 


2. Definitions. Capitalized terms used
(but not defined) herein have the meanings assigned thereto in Exhibit I
to the Receivables Purchase Agreement. In addition, as used herein, the
following terms have the following meanings:


 


“Bankruptcy Proceedings”
has the meaning set forth in paragraph 9(b) hereof.


 


“Final
Maturity Date” means the Payment Date immediately following the date that
falls one hundred twenty one (121) days after the Purchase and Sale Termination
Date.


 


“Interest
Period” means the period from and including a Payment Date (or, in the case
of the first Interest Period, the date hereof) to but excluding the next
Payment Date.


 


“Senior
Interests” means, collectively: (a) all accrued Yield on the Aggregate
Investment, (b) the fees referred to in Section 1.7 of the
Receivables Purchase Agreement, (c) all amounts payable pursuant to
Sections 1.8, 1.9 and 1.10 and Article III of the Receivables Purchase
Agreement, (d) the Aggregate Investment and (e) all other Obligations
that are due and payable, together with any and all interest and Yield accruing
on any such amount after the commencement of any Bankruptcy Proceedings,
notwithstanding any provision or rule of law


 

















 


that might restrict the rights of any Senior Interest Holder, as
against AFC or anyone else, to collect such interest.


 


“Senior
Interest Holders” means, collectively, the Purchasers, the Administrative
Agent and the Indemnified Parties.


 


“Subordination
Provisions” means, collectively, clauses (a) through (l) of paragraph 9
hereof.


 


“Telerate
Screen Rate” means, for any Interest Period, the rate for thirty day
commercial paper denominated in Dollars that appears on Page 1250 of the
Dow Jones Telerate Service (or such other page as may replace that page on
that service for the purpose of displaying Dollar commercial paper rates) at
approximately 9:00 a.m. (New York City time) on the first day of such
Interest Period.


 


3. Interest. Subject to the Subordination
Provisions set forth below, AFC promises to pay interest on this Term Note as
follows:


 


(a) 
before the Final Maturity Date, the aggregate unpaid Purchase Price from time
to time outstanding during any Interest Period shall bear interest at a rate
per annum equal to the Telerate Screen Rate for such Interest Period, as
determined by the Servicer, and


 


(b) 
from (and including) the Final Maturity Date to (but excluding) the date on
which the entire aggregate unpaid Purchase Price is fully paid, the aggregate
unpaid Purchase Price from time to time outstanding shall bear interest at a
rate per annum equal to the rate of interest publicly announced from time to
time by Calyon New York Branch as its “base rate,” “reference rate” or other
comparable rate, as determined by the Servicer.


 


4. Interest Payment Dates. Subject to the
Subordination Provisions, AFC shall pay accrued interest on this Term Note on
each Payment Date, and shall pay accrued interest on the amount of each
principal payment made in cash on a date other than a Payment Date at the time
of such principal payment.


 


5. Basis of Computation. Interest accrued
hereunder that is computed by reference to the Telerate Screen Rate shall be
computed for the actual number of days elapsed on the basis of a 360-day year,
and interest accrued hereunder that is computed by reference to the rate
described in paragraph 3(b) hereof shall be computed for the actual
number of days elapsed on the basis of a 365- or 366-day year, as applicable.


 


6. Principal Payment Dates. Subject to
the Subordination Provisions, payments of the principal amount of this Term
Note shall be made as follows:


 


(a) 
the principal amount of this Term Note shall be reduced by an amount equal to
each payment deemed made pursuant to Section 3.4(ii) of the Purchase
and Sale Agreement, and


 


B-2

















 


(b) 
the entire remaining unpaid Purchase Price of all Receivables purchased by AFC
from the Originator pursuant to the Purchase and Sale Agreement shall be paid on
the Final Maturity Date.


 


Subject to the
Subordination Provisions, the principal amount of and accrued interest on this
Term Note may be prepaid on any Business Day without premium or penalty.


 


7. Payment Mechanics. All payments of
principal and interest hereunder are to be made in lawful money of the United
States of America in the manner specified in Section 4.1 of the Purchase
and Sale Agreement.


 


8. Enforcement Expenses. In addition to
and not in limitation of the foregoing, but subject to the Subordination
Provisions and to any limitation imposed by applicable law, AFC agrees to pay
all expenses, including reasonable attorneys’ fees and legal expenses, incurred
by the Originator in seeking to collect any amounts payable hereunder that are
not paid when due.


 


9. Subordination Provisions. AFC
covenants and agrees, and the Originator and any other holder of this Term Note
(collectively, the Originator and any such other holder are called the “Holder”),
by its acceptance of this Term Note, likewise covenants and agrees on behalf of
itself and any other holder of this Term Note, that the payment of the
principal amount of and interest on this Term Note is hereby expressly
subordinated in right of payment to the payment and performance of the Senior
Interests to the extent and in the manner set forth as follows:


 


(a) 
no payment or other distribution of AFC’s assets of any kind or character,
whether in cash, securities or other rights or property, shall be made on
account of this Term Note except to the extent such payment or other
distribution is: (i) permitted under the Receivables Purchase Agreement or
(ii) made pursuant to paragraph 6(a) or (b) of
this Term Note,


 


(b) 
in the event of any dissolution, winding up, liquidation, readjustment,
reorganization or other similar event relating to AFC, whether voluntary or
involuntary, partial or complete, and whether in bankruptcy, insolvency or
receivership proceedings, or upon an assignment for the benefit of creditors,
or any other marshalling of the assets and liabilities of AFC or any sale of
all or substantially all of the assets of AFC other than as permitted by the
Purchase and Sale Agreement (such proceedings being herein collectively called “Bankruptcy
Proceedings”), the Senior Interests shall first be paid and performed in
full and in cash before the Holder shall be entitled to receive and to retain
any payment or distribution in respect of this Term Note. In order to implement
the foregoing: (i) all payments and distributions of any kind or character
in respect of this Term Note to which the Holder would be entitled except for
this clause (b) shall be made directly to the Administrative Agent
(for the benefit of the Senior Interest Holders), (ii) the Holder shall
promptly file a claim or claims, in the form required in any Bankruptcy
Proceedings, for the full outstanding amount of this Term Note, and shall use
commercially reasonable efforts to cause said claim(s) to be


 


B-3

















 


approved and all
payments and other distributions in respect thereof to be made directly to the
Administrative Agent (for the benefit of the Senior Interest Holders) until the
Senior Interests shall have been paid and performed in full and in cash, and (iii) the
Holder hereby irrevocably agrees that the Purchasers (or the Administrative
Agent acting on the Purchasers’ behalf), in the name of the Holder or
otherwise, may demand, sue for, collect, receive and receipt for any and
all such payments or distributions, and file, prove and vote or consent in any
such Bankruptcy Proceedings with respect to any and all claims of the Holder
relating to this Term Note, in each case until the Senior Interests shall have
been paid and performed in full and in cash,


 


(c) 
if the Holder receives any payment or other distribution of any kind or
character from AFC or from any other source whatsoever in respect of this Term
Note, other than as expressly permitted by the terms of this Term Note, such
payment or other distribution shall be received in trust for the Senior
Interest Holders and shall be turned over by the Holder to the Administrative
Agent (for the benefit of the Senior Interest Holders) forthwith. The Holder
will mark its books and records so as clearly to indicate that this Term Note
is subordinated in accordance with the terms hereof. All payments and
distributions received by the Administrative Agent in respect of this Term
Note, to the extent received in or converted into cash, may be applied by
the Agent (for the benefit of the Senior Interest Holders) first to the payment
of any and all expenses (including reasonable attorneys’ fees and legal
expenses) paid or incurred by the Senior Interest Holders in enforcing these
Subordination Provisions or in endeavoring to collect or realize upon this Term
Note, and any balance thereof shall, solely as between the Holder and the
Senior Interest Holders, be applied by the Agent (in the order of application
set forth in the Receivables Purchase Agreement) toward the payment of the
Senior Interests; but as between AFC and its creditors, no such payments or
distributions of any kind or character shall be deemed to be payments or
distributions in respect of the Senior Interests,


 


(d) 
notwithstanding any payments or distributions received by the Senior Interest
Holders in respect of this Term Note, while any Bankruptcy Proceedings are
pending the Holder shall not be subrogated to the then existing rights of the
Senior Interest Holders in respect of the Senior Interests until the Senior
Interests have been paid and performed in full and in cash. If no Bankruptcy
Proceedings are pending, the Holder shall only be entitled to exercise any
subrogation rights that it may acquire (by reason of a payment or
distribution to the Senior Interest Holders in respect of this Term Note) to
the extent that any payment arising out of the exercise of such rights would be
permitted under the Receivables Purchase Agreement,


 


(e) 
these Subordination Provisions are intended solely for the purpose of defining
the relative rights of the Holder, on the one hand, and the Senior Interest
Holders on the other hand. Nothing contained in these Subordination Provisions
or elsewhere in this Term Note is intended to or shall impair, as between AFC,
its creditors (other than the Senior Interest Holders) and the Holder, AFC’s


 


B-4

















 


obligation, which
is unconditional and absolute, to pay the Holder the principal of and interest
on this Term Note as and when the same shall become due and payable in accordance
with the terms hereof or to affect the relative rights of the Holder and
creditors of AFC (other than the Senior Interest Holders),


 


(f) 
the Holder shall not, until the Senior Interests have been paid and performed
in full and in cash: (i) cancel, waive, forgive, transfer or assign, or
commence legal proceedings to enforce or collect, or subordinate to any
obligation of AFC, howsoever created, arising or evidenced, whether direct or
indirect, absolute or contingent, now or hereafter existing, or due or to
become due, other than to the Senior Interests, this Term Note or any rights in
respect hereof, or (ii) convert this Term Note into an equity interest in
AFC, unless the Holder shall have received the prior written consent of the
Administrative Agent and the Purchasers in each case,


 


(g) 
the Holder shall not, without the advance written consent of the Administrative
Agent and the Purchasers, commence, or join with any other Person in
commencing, any Bankruptcy Proceedings with respect to AFC until at least one
year and one day shall have passed since the Senior Interests shall have been
paid and performed in full and in cash,


 


(h) 
if, at any time, any payment (in whole or in part) of any Senior Interest is
rescinded or must be restored or returned by a Senior Interest Holder (whether
in connection with Bankruptcy Proceedings or otherwise), these Subordination
Provisions shall continue to be effective or shall be reinstated, as the case may be,
as though such payment had not been made,


 


(i) 
each of the Senior Interest Holders may, from time to time, at its sole
discretion, without notice to the Holder, and without waiving any of its rights
under these Subordination Provisions, take any or all of the following actions:
(i) retain or obtain an interest in any property to secure any of the
Senior Interests, (ii) retain or obtain the primary or secondary
obligations of any other obligor(s) with respect to any of the Senior
Interests, (iii) extend or renew for one or more periods (whether or not
longer than the original period), alter or exchange any of the Senior
Interests, or release or compromise any obligation of any nature with respect
to any of the Senior Interests, (iv) amend, supplement, amend and restate,
or otherwise modify any Transaction Document, (v) release its security
interest in, or surrender, release or permit any substitution or exchange for,
all or any part of any rights or property securing any of the Senior
Interests, and (vi) extend or renew for one or more periods (whether or
not longer than the original period), or release, compromise, alter or exchange
any obligations of any nature of any obligor with respect to any rights or
property securing any of the Senior Interests,


 


(j)  the Holder hereby waives: (i) notice of
acceptance of these Subordination Provisions by any of the Senior Interest
Holders, (ii) notice of the existence, creation, non-payment or
non-performance of all or any of the Senior


 


B-5

















 


Interests, and (iii) all
diligence in enforcement, collection or protection of, or realization upon, the
Senior Interests, or any thereof, or any security therefor,


 


(k)  each of the Senior Interest Holders may, from
time to time, on the terms and subject to the conditions set forth in the Transaction
Documents to which such Persons are party, but without notice to the Holder,
assign or transfer any or all of the Senior Interests, or any interest therein;
and, notwithstanding any such assignment or transfer or any subsequent
assignment or transfer thereof, such Senior Interests shall be and remain
Senior Interests for the purposes of these Subordination Provisions, and every
immediate and successive assignee or transferee of any of the Senior Interests
or of any interest of such assignee or transferee in any of the Senior
Interests shall be entitled to the benefits of these Subordination Provisions
to the same extent as if such assignee or transferee were the assignor or
transferor, and


 


(l)  these Subordination Provisions constitute a
continuing offer from the Holder to all Persons who become the holders of, or
who continue to hold, Senior Interests; and these Subordination Provisions are
made for the benefit of the Senior Interest Holders, and the Administrative
Agent may proceed to enforce such provisions on behalf of each of such
Persons.


 


10. General. No failure or delay on the part of
the Holder in exercising any power or right hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such power or right preclude
any other or further exercise thereof or the exercise of any other power or
right. No amendment, modification or waiver of, or consent with respect to, any
provision of this Term Note shall in any event be effective unless: (a) the
same shall be in writing and signed and delivered by AFC and the Holder and (b) all
consents required for such actions under the Transaction Documents shall have
been received by the appropriate Persons.


 


11. Maximum Interest. Notwithstanding
anything in this Term Note to the contrary, AFC shall never be required to pay
unearned interest on any amount outstanding hereunder and shall never be
required to pay interest on the principal amount outstanding hereunder at a
rate in excess of the maximum nonusurious interest rate that may be
contracted for, charged or received under applicable federal or state law (such
maximum rate being herein called the “Highest Lawful Rate”). If the
effective rate of interest that would otherwise by payable under this Term Note
would exceed the Highest Lawful Rate, or if the Holder shall receive any
unearned interest or shall receive monies that are deemed to constitute
interest that would increase the effective rate of interest payable by AFC
under this Term Note to a rate in excess of the Highest Lawful Rate, then: (a) the
amount of interest that would otherwise by payable by AFC under this Term Note
shall be reduced to the amount allowed by applicable law, and (b) any
unearned interest paid by AFC or any interest paid by AFC in excess of the Highest
Lawful Rate shall be refunded to AFC. Without limitation of the foregoing, all
calculations of the rate of interest contracted for, charged or received by the
Holder under this Term Note that are made for the purpose of determining
whether such rate exceeds the Highest Lawful Rate applicable to the Holder
shall be made, to the extent permitted by usury laws


 


B-6

















 


applicable to the
Holder (now or hereafter enacted), by amortizing, prorating and spreading, in
equal parts over the period in which any amount has been outstanding hereunder
all interest at any time contracted for, charged or received by the Holder in
connection herewith. If at any time and from time to time: (i) the amount
of interest payable to the Holder on any date shall be computed at the Highest
Lawful Rate pursuant to the provisions of the foregoing sentence and (ii) in
respect of any subsequent interest computation period the amount of interest
otherwise payable to the Holder would be less than the amount of interest
payable to the Holder computed at the Highest Lawful Rate, then the amount of
interest payable to the Holder in respect of such subsequent interest
computation period shall continue to be computed at the Highest Lawful Rate until
the total amount of interest payable to the Holder shall equal the total amount
of interest that would have been payable to the Holder if the total amount of
interest had been computed without giving effect to the provisions of the
foregoing sentence.


 


12. No Negotiation. This Term Note is not
negotiable.


 


13. Governing Law. THIS TERM NOTE HAS BEEN
DELIVERED IN NEW YORK, NEW YORK, AND SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT
REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAW OTHER THAN
SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATION LAW OF THE STATE OF NEW
YORK).


 


14. Captions. Paragraph captions used in
this Term Note are for convenience only and shall not affect the meaning or
interpretation of any provision of this Term Note.


 


	
   

  	
  AMPHENOL
  FUNDING CORP.,

  
	
   

  	
  a Delaware
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


B-7

















 


Exhibit C

to Purchase and Sale Agreement


 


FORM OF
ORIGINATOR ASSIGNMENT CERTIFICATE


 


Reference is
made to the Purchase and Sale Agreement, dated as of July 31, 2006 (as the
same may be amended, supplemented, amended and restated or otherwise
modified from time to time, the “Purchase and Sale Agreement”), among
the undersigned, the other Originators named therein, Amphenol Funding Corp. (“AFC”),
and Amphenol Corporation, individually and as the initial Servicer. Unless
otherwise defined herein, capitalized terms used herein have the meanings
provided in Exhibit I to the Receivables Purchase Agreement.


 


The
undersigned hereby sells, assigns and transfers unto AFC and its successors and
assigns all right, title and interest of the undersigned in and to:


 


(a) 
each Receivable of the undersigned that existed and was owing to the
undersigned as at the closing of the undersigned’s business on
                ,
        ,


 


(b) 
each Receivable created by the undersigned from and including the closing of
the undersigned’s business on
            ,
           to and including
the Purchase and Sale Termination Date,


 


(c) 
all rights to, but not the obligations under, all Related Security,


 


(d) 
all monies due or to become due with respect to the Receivables described in clauses
(a) and (b),


 


(e) 
all proceeds of Receivables described in clauses (a) and (b) (as
defined in the applicable UCC) that are or were received by the undersigned on
or after the closing of the undersigned’s business on
              ,
         including (without limitation)
all funds that either are received by the undersigned, AFC or the Servicer from
or on behalf of the Obligors in payment of any amounts owed (including, without
limitation, invoice price, finance charges, interest and all other charges) in
respect of Receivables, or are applied to such amounts owed by the Obligors
(including, without limitation, insurance payments that the undersigned or the
Servicer applies in the ordinary course of its business to amounts owed in
respect of any Receivable and net proceeds of sale or other disposition of
repossessed goods or other collateral or property of the Obligors or any other
parties directly or indirectly liable for payment of such Receivables), and


 


(f) 
all books and records related to any of the foregoing.


 


This
Originator Assignment Certificate is made without recourse but on the terms and
subject to the conditions set forth in the Transaction Documents to which the
undersigned is a party. The undersigned acknowledges and agrees that AFC and
its successors and assigns are accepting this Originator Assignment Certificate
in reliance on the representations, warranties


 

















 


and covenants of the undersigned contained in the Transaction Documents
to which the undersigned is a party.


 


It is the express intent of the parties hereto that the transfers of
the Receivables and Related Security by each Originator to AFC, as contemplated
by this Originator Assignment Certificate be, and be treated as, sales or
contributions, as applicable and not as secured loans secured by the
Receivables and Related Security. If, however, notwithstanding the intent of
the parties, any such transactions are deemed to be loans, each Originator
hereby grants to AFC a first priority security interest in all of such
Originator’s right, title and interest in and to the Receivables and the
Related Rights now existing and hereafter created by such Originator, all
monies due or to become due and all amounts received with respect thereto, and
all proceeds thereof, to secure all of such Originator’s obligations hereunder
and under the Purchase and Sale Agreement.


 


THIS
ORIGINATOR ASSIGNMENT CERTIFICATE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE PURCHASE AND SALE AGREEMENT AND THE INTERNAL LAWS OF THE
STATE OF NEW YORK (WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATION LAW OF THE STATE OF NEW YORK).


 


The
undersigned hereby certifies that, in respect of the Receivables described in clause
(a) above, each of the conditions set forth in Section 5.1 of the
Purchase and Sale Agreement are satisfied as of the date hereof.


 


IN WITNESS WHEREOF,
the undersigned has caused this Originator Assignment Certificate to be duly
executed and delivered by its duly authorized officer as of this
        day of
              ,
       .


 


	
   

  	
   

  
	
   

  	
  a
                       
  corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


C-2

















 


Exhibit D

to Purchase and Sale Agreement


 


Proceedings


 

















 


Exhibit E

to Purchase and Sale Agreement


 


OFFICE
LOCATIONS


 


358 Hall
Avenue

Wallingford, CT 06492-7530


 


20 Valley
Street

Endicott, NY 13760


 


Route 2,
Chatham Industrial Park

Chatham, VA 24531


 


1300 Capital
Avenue

Rockford, IL  61109-3076


 


44724 Morley
Drive

Clinton Township, MI  48036


 


118 Northeastern
Boulevard

Nashua, NH  03062


 


825 Corporate
Woods Parkway

Vernon Hills, IL  60061


 


2 Technology
Drive

Peabody, MA  01960


 


11969
Challenger Court

Moorpark, CA  93021


 

















 


Exhibit F

to Purchase and Sale Agreement


 


TRADE NAMES
AND CORPORATE REORGANIZATIONS


 


	
  Legal Entity

  	
   

  	
  Trade Names

  
	
   

  	
   

  	
   

  
	
  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