Exhibit 10.55


 


SECOND AMENDMENT TO CREDIT AGREEMENT


 


THIS SECOND
AMENDMENT TO CREDIT AGREEMENT dated as of August 1, 2006 (the “Amendment”)
is entered into among Amphenol Corporation, a Delaware corporation (the “Company”),
the Subsidiary Guarantors, the Lenders and Bank of America, N.A., as
Administrative Agent. All capitalized terms used herein and not otherwise
defined herein shall have the meanings given to such terms in the Credit
Agreement (as defined below).


 


RECITALS


 


WHEREAS,
the Company, certain Subsidiaries of the Company from time to time party
thereto, as designated borrowers (the “Designated Borrowers”), certain
Subsidiaries of the Company from time to time party thereto, as guarantors
(each a “Subsidiary Guarantor”; together with the Company, the “Guarantors”),
the Lenders and the Administrative Agent entered into that certain Credit
Agreement dated as of July 15, 2005 (as amended from time to time, the “Credit Agreement”);
and


 


WHEREAS,
the Company has requested that the Lenders amend the Credit Agreement as set
forth below;


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:


 


1.                                       Amendments.


 


(a)                                  The
following definition is hereby added to Section 1.01 of the Credit
Agreement in the appropriate alphabetical order and shall read as follows:


 


“Second Amendment Closing Date” means August 1,
2006.


 


(b)                                 The
following sentence is hereby added at the end of the definition of “Aggregate
Commitments” in Section 1.01 of the Credit Agreement and shall read as
follows:


 


The aggregate
principal amount of the Aggregate Commitments in effect on the Second Amendment
Closing Date is ONE BILLION DOLLARS ($1,000,000,000).


 


(c)                                  The
pricing grid in the definition of “Applicable Rate” in Section 1.01 of the
Credit Agreement is hereby amended to read as follows:


 


Applicable Rate


 


	
  Pricing

  Level

  	
   

  	
  Debt Rating

  or Consolidated

  Leverage Ratio

  	
   

  	
  Facility Fee

  	
   

  	
  Eurocurrency Rate

  Loans and Letter

  of Credit Fee

  	
   

  	
  Base Rate

  Loans

  	
   

  
	
  1

  	
   

  	
  3
  BBB+ / Baa1 or < 1.0:1.0

  	
   

  	
  0.080

  	
  %

  	
  0.3700

  	
  %

  	
  0.00

  	
  %

  
	
  2

  	
   

  	
  BBB / Baa2 or < 1.5:1.0 but 3
  1.0:1.0

  	
   

  	
  0.100

  	
  %

  	
  0.4000

  	
  %

  	
  0.00

  	
  %

  
	
  3

  	
   

  	
  BBB- / Baa3 or < 2.0:1.0 but 3
  1.5:1.0

  	
   

  	
  0.125

  	
  %

  	
  0.5000

  	
  %

  	
  0.00

  	
  %

  
	
  4

  	
   

  	
  BB+ / Ba1 or < 2.5:1.0 but 3
  2.0:1.0

  	
   

  	
  0.175

  	
  %

  	
  0.575

  	
  %

  	
  0.00

  	
  %

  
	
  5

  	
   

  	
  £
  BB/Ba2 or 3 2.50:1.0

  	
   

  	
  0.225

  	
  %

  	
  0.9000

  	
  %

  	
  0.00

  	
  %

  



 

















 


(d)                                 The
definition of “Maturity Date” in Section 1.01 of the Credit Agreement is
hereby amended to read as follows:


 


“Maturity
Date” means August 1, 2011.


 


(e)                                  The
language preceding the proviso in Section 2.02(f) of the Credit
Agreement shall be amended to read as follows:


 


(f)                                    The Company may at any time and from
time to time, upon prior written notice by the Company to the Administrative
Agent, increase the Aggregate Commitments (but not the Letter of Credit
Sublimit and Alternative Currency Sublimit) by up to $250,000,000 in excess of
the Aggregate Commitments in effect on the Second Amendment Closing Date with additional
Commitments from any existing Lender or new Commitments from any other Person
selected by the Company and approved by the Administrative Agent;


 


2.                                       Conditions Precedent. This Amendment shall be effective upon receipt
by the Administrative Agent of the following conditions precedent:


 


(a)                                  receipt by the Administrative Agent of this
Amendment executed by the Company, the Subsidiary Guarantors, the Lenders and the Administrative Agent; and


 


(b)                                 receipt by the Administrative Agent, for the
account of each Lender, of the amendment fee due and owing to such Lender.


 


3.                                       Miscellaneous.


 


(a)                                  The
Credit Agreement, and the obligations of the Loan Parties thereunder and under
the other Loan Documents, are hereby ratified and confirmed and shall remain in
full force and effect according to their terms.


 


(b)                                 Each
Guarantor (a) acknowledges and consents to all of the terms and conditions
of this Amendment, (b) affirms all of its obligations under the Loan
Documents and (c) agrees that this


 


2

















 


Amendment
and all documents executed in connection herewith do not operate to reduce or
discharge its obligations under the Credit Agreement or the Loan Documents.


 


(c)                                  Each
Loan Party hereby represents and warrants as follows:


 


(i)                                     Each
Loan Party has taken all necessary action to authorize the execution, delivery
and performance of this Amendment.


 


(ii)                                  This
Amendment has been duly executed and delivered by the Loan Parties and
constitutes each of the Loan Parties’ legal, valid and binding obligations,
enforceable in accordance with its terms, except as such enforceability may be
limited by Debtor Relief Laws and general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).


 


(iii)                               No
consent, approval, authorization or order of, or filing, registration or
qualification with, any court or governmental authority or third party is
required in connection with the execution, delivery or performance by any Loan
Party of this Amendment.


 


(d)                                 The
Loan Parties represent and warrant to the Lenders that (i) the
representations and warranties of the Loan Parties set forth in Article VI
of the Credit Agreement and in each other Loan Document are true and correct in
all material respects as of the date hereof with the same effect as if made on
and as of the date hereof, except to the extent such representations and
warranties expressly relate solely to an earlier date, in which case they shall be true and correct as of such earlier date
and (ii) no event has occurred and is continuing which constitutes a
Default or an Event of Default.


 


(e)                                  This
Amendment may be executed in any number of counterparts, each of which
when so executed and delivered shall be an original, but all of which shall
constitute one and the same instrument. Delivery of an executed counterpart of
this Amendment by telecopy shall be effective as an original and shall
constitute a representation that an executed original shall be delivered.


 


(f)                                    THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK.


 


[remainder of page intentionally left blank]


 


3

















 


Each
of the parties hereto has caused a counterpart of this Amendment to be
duly executed and delivered as of the date first above written.


 


	
  COMPANY:

  	
  AMPHENOL CORPORATION,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  SUBSIDIARY GUARANTORS:

  	
  AMPHENOL INTERCONNECT PRODUCTS

  
	
   

  	
  CORPORATION,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AMPHENOL INTERNATIONAL LTD,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TIMES FIBER COMMUNICATIONS, INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 


 


AMPHENOL CORPORATION

SECOND AMENDMENT


 

















 


	
  ADMINISTRATIVE

  	
   

  
	
  AGENT:

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
  as Administrative Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  LENDERS:

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
  as a Lender, L/C Issuer and Swing Line Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [OTHER
  LENDERS]