Exhibit
10.1


 


EXECUTION


 


 


AMPHENOL CORPORATION


 


FIRST AMENDMENT TO CREDIT AGREEMENT


 


This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is dated as of November 6,
2003 and entered into by and among AMPHENOL CORPORATION, a Delaware
corporation (“Company”), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE
PAGES HEREOF (each individually referred to herein as a “Lender”
and collectively as “Lenders”), DEUTSCHE BANK TRUST COMPANY AMERICAS,
as administrative agent for Lenders (in such capacity, “Administrative Agent”), and solely for
purpose of Section 2 hereof, the Credit Support Parties (as defined in
Section 2 hereof), and is made with reference to that certain Credit
Agreement, dated as of May 6, 2003, by and among Company, Lenders and
Administrative Agent (the “Credit Agreement”).  Capitalized terms used herein without
definition shall have the same meanings herein as set forth in the Credit
Agreement.


 


RECITALS


 


WHEREAS,
Company desires to amend the Credit Agreement on, and subject to, the terms, conditions
and agreements set forth herein, to create a new class of Tranche B1 Term Loans
(the “Tranche B1 Term Loans”)
having identical terms with, having the same rights and obligations under the
Loan Documents as, and in the same aggregate principal amount as, the
outstanding Tranche B Term Loans, as set forth in the Loan Documents, except as
such terms are amended hereby;


 


WHEREAS,
on the First Amendment Effective Date (as hereinafter defined), the outstanding
Tranche B Term Loans will be converted into, or repaid in full with the
proceeds of, the Tranche B1 Term Loans;


 


WHEREAS,
(a) each Lender having a Tranche B1 Term Loan Commitment (as hereinafter
defined) in excess of its outstanding Tranche B Term Loans on the First
Amendment Effective Date (each such Lender an “Increasing Lender”) shall make Tranche B1 Term Loans to
Company on the First Amendment Effective Date in the amount of the excess of
such Tranche B1 Term Loan Commitment over such Increasing Lender’s Tranche B
Term Loans, and (b) each new Lender having a Tranche B1 Term Loan Commitment
(each a “New Tranche B1 Term Loan Lender”)
which executes and delivers this Amendment shall make Tranche B1 Term Loans to
Company on the First Amendment Effective Date in an amount equal to such New
Tranche B1 Term Loan Lender’s Tranche B1 Term Loan Commitment, the proceeds of
which shall be used by Company to repay the outstanding principal amount of
Tranche B Term Loans of existing Lenders that do not execute and deliver this
Amendment (the “Exiting Lenders”);


 


WHEREAS,
each Lender having Tranche B Term Loans outstanding as of the date hereof and
who executes and delivers this Amendment shall be deemed, upon the First
Amendment Effective Date, to have converted its Tranche B Term Loans into
Tranche B1 Term Loans in the same aggregate principal amount as such Lender’s
Tranche B1 Term Loan


 

















 


Commitment (less, in the case of any Increasing Lender, the amount of
Tranche B1 Term Loans made to repay Exiting Lenders’ Tranche B Term Loans); and


 


WHEREAS,
Company shall pay to each Lender having Tranche B Term Loans outstanding as of
the First Amendment Effective Date all accrued and unpaid interest on such
Tranche B Term Loans on the First Amendment Effective Date;


 


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


 


Section 1.
AMENDMENTS TO THE CREDIT AGREEMENT


 


1.1                               Amendments
to Subsection 1.1: Certain Defined Terms.


 


Subsection 1.1
of the Credit Agreement is hereby amended by (i) deleting each of the
definitions of “Consolidated Total Debt”, “Delayed Draw Term B Loans”, “Delayed
Draw Term B Loan Commitment”, “Delayed Draw Term B Loan Commitment Termination
Date” and “Delayed Draw Term B Loan Period”, contained therein and (ii) adding
to such subsection the following definitions which shall be inserted in
proper alphabetical order:


 


“Applicable Tranche B1 Base Rate Margin” means with respect to any date of
determination, a rate per annum equal to 1.00%.


 


“Applicable Tranche B1 LIBOR Margin” means with respect to any date of determination, a rate per
annum equal to 2.00%.


 


“Consolidated Total Debt”
means, without duplication, as at any date of determination, (a) the aggregate
stated balance sheet amount of all Indebtedness of Company and its Subsidiaries
under clauses (i), (ii) and (iii) of the definition of “Indebtedness” (but only
to the extent, in the case of said clause (iii), of any drawings honored under
letters of credit and not yet reimbursed by Company or any of its Subsidiaries),
as determined on a consolidated basis in accordance with GAAP plus (b)
the Accounts Receivable Facility Amount.”


 


“First Amendment” means that certain First
Amendment to this Agreement dated as of November 6, 2003.


 


“First Amendment Effective Date” has the
meaning assigned to that term in the First Amendment.


 


“Tranche B1 Lender”
means a Lender that has Tranche B1 Term Loan Exposure.


 


“Tranche B1 Term Loan Commitment” means the commitment of a Lender to make (and/or convert from
Tranche B Term Loans) on the First Amendment Effective Date Tranche B1 Term
Loans pursuant to subsections 2.1A(ii) and “Tranche B1 Term Loan Commitments” means such commitments of all Lenders in the aggregate.


 


2

















 


“Tranche B1 Term Loan Exposure”
means, with respect to any Lender as of any date of determination, the
outstanding principal amount of the Tranche B1 Term Loan of that Lender.


 


“Tranche B1 Term Loans”
means the Loans made as Tranche B1 Term Loans (and/or converted into
Tranche B1 Term Loans from Tranche B Term Loans) on the First Amendment
Effective Date by Lenders to Company pursuant to subsection 2.1A(ii).


 


“Tranche B1 Term Notes”
means any promissory notes of Company issued pursuant to subsection 2.1E
to evidence the Tranche B1 Term Loans of any Lenders, substantially in the
form of Exhibit V annexed hereto, as they may be amended,
supplemented or otherwise modified from time to time.


 


1.2                               Amendments
to Subsection 2.1: Commitments; Making of Loans; the Register; Notes.


 


A.            Subsection 2.1A
of the Credit Agreement is hereby amended by deleting the first sentence
contained therein in its entirety and substituting the following therefor:


 


“Subject to the
terms and conditions of this Agreement and in reliance upon the representations
and warranties of Company herein set forth, each Lender hereby severally agrees
to make the Loans described in subsections 2.1A(ii) and 2.1A(iii) and Swing
Line Lender hereby agrees to make the Swing Line Loans as described in subsection 2.1A(iv).”.


 


B.            Subsection 2.1A
of the Credit Agreement is hereby further amended by deleting clause (i)
thereof in its entirety and substituting the following therefor:


 


“(i) Tranche A
Term Loans.  On the First Amendment
Effective Date, each Lender that has a Tranche A Term Loan Commitment shall
have an outstanding Tranche A Term Loan in an amount equal to its Pro Rata
Share of the aggregate amount of the Tranche A Term Loan Commitments.  The amount of each Lender’s Tranche A Term
Loan Commitment is set forth opposite its name on Schedule 2.1
annexed hereto and the aggregate amount of the Tranche A Term Loan Commitments
on the First Amendment Effective Date is $120,000,000; provided that the
Tranche A Term Loan Commitments of Lenders shall be adjusted to give effect to
any assignments of the Tranche A Term Loan Commitments pursuant to
subsection 10.1B.  Amounts borrowed
under this subsection 2.1A(i) and subsequently repaid or prepaid may not
be reborrowed.”.


 


C.            Subsection 2.1A
of the Credit Agreement is hereby further amended by deleting clause (ii)
thereof in its entirety and substituting the following therefor:


 


“(ii) Tranche
B1 Term Loans.   Each Lender that
has a Tranche B1 Term Loan Commitment severally agrees (a) to convert on the
First Amendment Effective Date each “Tranche B Term Loan” made by such Lender
under (and as defined in) this Agreement and outstanding immediately prior to
giving effect to the First Amendment to a Tranche B1 Term Loan hereunder (and
Company hereby agrees


 


3

















 


to such
conversion) and (b) to make to Company on the First Amendment Effective Date
Tranche B1 Term Loans hereunder in an amount equal to the excess (if any) of
such Lender’s Tranche B1 Term Loan Commitment over such Lender’s Tranche B Term
Loans (if any) being converted on the First Amendment Effective Date to Tranche
B1 Term Loans, so that, after giving effect to the conversion of such Tranche B
Term Loans into Tranche B1 Term Loans pursuant to clause (a) above and the making
of all such Tranche B1 Term Loans pursuant to clause (b) above, each Lender
that has a Tranche B1 Term Loan Commitment will have made or deemed made, as
the case may be, a Tranche B1 Term Loan to Company in an amount equal to its
Pro Rata Share of the aggregate amount of the Tranche B1 Term Loan Commitments,
to be used for the purposes identified in subsection 2.5A.  The amount of each Lender’s Tranche B1 Term
Loan Commitment is set forth on its signature page hereto and the aggregate
amount of the Tranche B1 Term Loan Commitments is $413,000,000.  Each Tranche B1 Term Loan shall be deemed to
have the same Interest Period as the Tranche B Term Loan it replaces, and no
making of or conversion into a Tranche B1 Term Loan hereunder shall result in
the commencement of a new Interest Period. 
Amounts borrowed (or converted) under this subsection 2.1A(ii) and
subsequently repaid and prepaid may not be reborrowed.”.


 


D.            Subsection 2.1B
of the Credit Agreement is hereby amended by deleting the second proviso contained
in the first paragraph therein.


 


1.3                               Amendments
to Subsection 2.2: Interest on the Loans.


 


Subsection 2.2D of the Credit Agreement is hereby amended by
deleting the first proviso contained in the second paragraph therein.


 


1.4                               Amendment to Subsection 2.3: Fees.


 


Subsection 2.3B of the Credit Agreement is hereby amended by
deleting such subsection in its entirety and substituting the following
therefor:


 


“B.  [Reserved].”.


 


1.5                               Amendment to Subsection 2.4: Repayments,
Prepayments and Reductions in Revolving Loan Commitments; General Provisions
Regarding Payments; Application of Proceeds of Collateral and Payments Under
the Guaranties.


 


Subsection 2.4A of the Credit Agreement is hereby amended by
deleting such subsection in its entirety and substituting the following
therefor:


 


“A.  Scheduled Payments of Term Loans.


 


(i)                                     Scheduled
Payments of Tranche A Term Loans. 
Company shall make principal payments on the Tranche A Term Loans in
installments on the dates and in the amounts set forth below:


 


4

















 




	
  Date

  	
   

  	
  Scheduled Repayment

  	
   

  
	
  December 31,
  2004

  	
   

  	
  $

  	
  7,500,000

  	
   

  
	
  June 30,
  2005

  	
   

  	
  $

  	
  7,500,000

  	
   

  
	
  December 31,
  2005

  	
   

  	
  $

  	
  12,500,000

  	
   

  
	
  June 30,
  2006

  	
   

  	
  $

  	
  12,500,000

  	
   

  
	
  December 31,
  2006

  	
   

  	
  $

  	
  17,500,000

  	
   

  
	
  June 30,
  2007

  	
   

  	
  $

  	
  17,500,000

  	
   

  
	
  December 31,
  2007

  	
   

  	
  $

  	
  22,500,000

  	
   

  
	
  May 6, 2008

  	
   

  	
  $

  	
  22,500,000

  	
   

  
	
  Total:

  	
   

  	
  $

  	
  120,000,000

  	
   

  






 


; provided that the scheduled installments of principal of the
Tranche A Term Loans set forth above shall be reduced in connection with any
voluntary or mandatory prepayments of the Tranche A Term Loans in accordance
with subsection 2.4B(iv); and provided, further that the
Tranche A Term Loans and all other amounts owed hereunder with respect to the
Tranche A Term Loans shall be paid in full no later than the fifth anniversary
of the Closing Date, and the final installment payable by Company in respect of
the Tranche A Term Loans on such date shall be in an amount, if such amount is
different from that specified above, sufficient to repay all amounts owing by
Company under this Agreement with respect to the Tranche A Term Loans.


 


(ii)                                  Scheduled
Payments of Tranche B1 Term Loans. 
The Tranche B1 Term Loans and all other amounts owed hereunder with
respect to the Tranche B1 Term Loans shall be paid in full no later than
May 6, 2010.”.


 


1.6                               Amendment to Subsection 2.5: Use of
Proceeds.


 


A.            Subsection 2.5
of the Credit Agreement is hereby amended by deleting subsection 2.5A in
its entirety and substituting the following therefor:


 


“A.                              Tranche
B1 Term Loans.  The proceeds of the
Tranche B1 Term Loans shall be applied by Company to repay in full the
principal amount of all “Tranche B Term Loans” under this Agreement outstanding
immediately prior to giving effect to the First Amendment which are not
converted into Tranche B1 Term Loans pursuant to the terms of this Agreement as
amended by the First Amendment.”.


 


B.            Subsection 2.5
of the Credit Agreement is hereby further amended by deleting
subsection 2.5C in its entirety.


 


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1.7                               Amendment to Subsection 2.6:  Special Provisions Governing LIBOR Loans.


 


Subsection 2.6 of
the Credit Agreement is hereby amended by inserting the following text at the
end of subsection 2.6D:


 


“; provided that no amounts shall be payable under this
Subsection 2.6D as a result of (i) the making of, or conversion of Tranche
B Term Loans into, Tranche B1 Term Loans or (ii) the prepayment or repayment of
any Tranche B Term Loans, in each case pursuant to the terms of First
Amendment.”.


 


1.8                               Amendment to Subsection 7.5: Restricted
Junior Payments.


 


Subsection 7.5 of the Credit Agreement is hereby amended by
deleting clause (i) from the first proviso contained therein and substituting
the following therefor:


 


“(i) Company may redeem the Existing Subordinated Notes and”.


 


1.9                               References to Tranche B Term Loans and
Related Terms.


 


As of the First Amendment Effective Date, and immediately after the
prepayment of all Tranche B Term Loans in accordance with the terms of the
Credit Agreement as amended hereby, (i) the definitions of “Applicable Tranche
B Base Rate Margin”, “Applicable Tranche B LIBOR Margin”, “Tranche B Lender”,
“Tranche B Term Loan Commitment(s)”, “Tranche B Term Loan Exposure”, “Tranche B
Term Loans” and “Tranche B Term Notes” shall be deleted and (ii) all references
to “Applicable Tranche B Base Rate Margin”, “Applicable Tranche B LIBOR
Margin”, “Tranche B Lender”,  “Tranche B
Term Loan Commitment(s)”, “Tranche B Term Loan Exposure”, “Tranche B Term Loans”
and “Tranche B Term Notes” contained in the Credit Agreement (and the other
Loan Documents) shall be deemed to be references to the “Applicable Tranche B1
Base Rate Margin”, “Applicable Tranche B1 LIBOR Margin”, “Tranche B1 Lender”,
“Tranche B1 Term Loan Commitment(s)”, “Tranche B1 Term Loan Exposure”, “Tranche
B1 Term Loans” and “Tranche B1 Term Notes”, respectively, in each case except
as such references apply to Tranche B Term Loans being converted into or being
repaid out of the proceeds of the Tranche B1 Term Loans on the First Amendment
Effective Date.


 


1.10                        Substitution
of Exhibits and Schedules.


 


A.            Exhibit
I to the Credit Agreement is hereby amended by deleting said Exhibit I
in its entirety and substituting in place thereof a new Exhibit I in the
form of Annex A to this Amendment.


 


B.            Exhibit
V to the Credit Agreement is hereby amended by deleting said Exhibit V
in its entirety and substituting in place thereof a new Exhibit V in the
form of Annex B to this Amendment.


 


C.            Schedule 2.1 to the Credit Agreement is hereby
amended by deleting said Schedule 2.1 in its entirety and
substituting in place thereof a new Schedule 2.1 in the form of Annex C
to this Amendment.


 


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Section 2.          ACKNOWLEDGEMENT AND CONSENT


 


Each of Company
and each Subsidiary Guarantor (each individually a “Credit Support Party”
and collectively, the “Credit Support Parties”) has read this Amendment and
consents to the terms hereof and further hereby confirms and agrees that,
notwithstanding the effectiveness of this Amendment, the obligations of such
Credit Support Party under each of the Loan
Documents to which such Credit Support Party is a party shall not be
impaired and each of the Loan Documents
to which such Credit Support Party is a party is, and shall continue to
be, in full force and effect and are hereby confirmed and ratified in all
respects.


 


Each Subsidiary
Guarantor acknowledges and agrees that (i) notwithstanding the conditions
to effectiveness set forth in this Amendment, such Credit Support Party is not required
by the terms of the Credit Agreement or any other Loan Document to consent to
the amendments to the Credit Agreement effected pursuant to this Amendment and
(ii) nothing in the Credit Agreement, this Amendment or any other Loan
Document shall be deemed to require the consent of such Credit Support Party to
any future amendments to the Credit Agreement.


 


Section 3.
CONDITIONS TO EFFECTIVENESS


 


Section 1 of
this Amendment shall become effective only upon the satisfaction of all of the
conditions precedent (the date of satisfaction of all such conditions precedent
being referred to herein as the “First
Amendment Effective Date”) set forth in this Section 3.


 


A.            Corporate Documents.  On or before the First Amendment Effective
Date, Company shall and shall cause each other Credit Support Party to deliver
to Lenders (or to Administrative Agent for Lenders with sufficient originally
executed copies, where appropriate, for each Lender and its counsel), with
respect to Company or such other Credit Party, as the case may be, a
Secretary’s Certificate, in form and substance reasonably satisfactory to
Administrative Agent and dated the First Amendment Effective Date, certifying
that (1) the Organizational Documents of Company, (2) the resolutions of the
Board of Directors of Company and each other Credit Support Party and (3) the
signature and incumbency certificate of Company and each other Credit Support
Party, in each case, as delivered to Administrative Agent on the Closing Date,
are in full force and effect and have not been amended or modified in any
respect since the Closing Date.


 


B.            Amendment.  Administrative Agent shall have received
from (i) the Requisite Lenders, (ii) Increasing Lenders and/or New Tranche B1
Term Loan Lenders providing Tranche B1 Term Loan Commitments in an amount
sufficient to repay all of the outstanding principal amount (as of the First
Amendment Effective Date) of the Tranche B Term Loans owed to the Exiting
Lenders, and (iii) Company and the other Credit Support Parties, (1) a counterpart
of this Amendment signed on behalf of such party or (2) written evidence
satisfactory to Administrative Agent (which may include telecopy transmission
of a signed signature page of this Amendment) that such party has signed a
counterpart of this Amendment.


 


C.            Opinion of Counsel.  On
or before the First Amendment Effective Date, Company shall have delivered to
Lenders (or to Administrative Agent for Lenders with


 


7

















 


sufficient originally executed copies, where appropriate, for each
Lender and its counsel) originally executed copies of one or more favorable
written opinions of (i) Edward G. Wetmore, general counsel for Company and (ii)
Simpson Thacher & Bartlett, special counsel for the Company, in each case
in form and substance reasonably satisfactory to Administrative Agent and its
counsel, dated as of the First Amendment Effective Date, with respect to the
enforceability of this Amendment and the Tranche B1 Term Notes (this Amendment
constituting a written request by Company to such counsel to deliver such
opinions to Lenders).


 


D.            Notice of Borrowing.
Administrative Agent shall have received a Notice of Borrowing meeting the
requirements of subsection 2.1B of the Credit Agreement.  Such Notice of Borrowing shall be deemed (i)
to the extent of any conversion of Tranche B Term Loans to Tranche B1 Term
Loans, to request such conversion, and (ii) to the extent of the aggregate
principal amount of any Exiting Lenders’ Tranche B Term Loans, to request the funding
of Tranche B1 Term Loans from any Increasing Lender and/or any New Tranche B1
Lenders in accordance with subsection 2.1A(ii), and to direct the
voluntary prepayment of all Exiting Lenders’ Tranche B Term Loans in accordance
with subsection 2.4B(iv) of the Credit Agreement.


 


E.              Interest Payments.  Company shall have paid to all Lenders
having Tranche B Term Loans, simultaneously with the making of the Tranche B1
Term Loans hereunder, all accrued and unpaid interest on their Tranche B Term
Loans to the First Amendment Effective Date.


 


F.              Fees.  Administrative Agent
shall have received any fees separately agreed upon between Company and
Administrative Agent.


 


Section 4.
REPRESENTATIONS AND WARRANTIES


 


In order to induce
Lenders and Administrative Agent to enter into this Amendment and to amend the
Credit Agreement in the manner provided herein, Company represents and warrants
to Administrative Agent and each Lender that the following statements are true,
correct and complete:


 


A.                                    Authorization;
Binding Obligations.  Company
has all requisite corporate power and authority to enter into this
Amendment.  The execution, delivery and
performance of this Amendment have been duly authorized by all necessary
corporate action by Company.  This
Amendment has been duly executed and delivered by Company and is the legally
valid and binding obligation of Company, enforceable against Company in
accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or limiting creditors’ rights generally and by equitable principles relating to
enforceability.


 


B.                                    No
Conflict.  The execution and
delivery by Company of this Amendment do not and will not (i) violate any
provision of any material law or any material governmental rule or regulation
applicable to Company, the Organizational Documents of Company or any order,
judgment or decree of any court or other agency of government binding on
Company,


 


8

















 


(ii) conflict with, result in a breach of or
constitute (with due notice or lapse of time or both) a default under any
Contractual Obligation of Company, (iii) result in or require the creation
or imposition of any Lien under any such Contractual Obligation upon any of the
properties or assets of Company (other than any Liens created under any of the
Loan Documents in favor of Collateral Agent on behalf of Lenders or PBGC).


 


C.                                    Governmental
Consents.  The execution and
delivery by Company of this Amendment do not and will not require any
registration with, consent or approval of, or notice to, or other action to,
with or by, any federal, state or other governmental authority or regulatory
body except any thereof that have been obtained and are in full force and
effect.


 


D.                                    Incorporation
of Representations.  Each
representation and warranty of Company contained in each of the Loan Documents
is true and correct in all material respects on and as of the First Amendment
Effective Date to the same extent as though made on and as of the First
Amendment Effective Date except to the extent such representations and
warranties relate to an earlier date, in which case they were true and correct
in all material respects as of such earlier date.


 


E.                                      Absence
of Default.  No event has
occurred and is continuing or would result from the execution, delivery or
performance of this Amendment that constitutes or would constitute an Event of
Default or a Potential Event of Default after giving effect to this Amendment.


 


Section 5. MISCELLANEOUS


 


A.                                    Reference
to and Effect on the Credit Agreement and the Other Loan Documents.


 


(i)                                     On
and after the First Amendment Effective Date, each reference in the Credit
Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like
import referring to the Credit Agreement, and each reference in the other Loan
Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like
import referring to the Credit Agreement shall mean and be a reference to the
Credit Agreement, as amended by this Amendment.


 


(ii)                                  Except
as specifically amended by this Amendment, the Credit Agreement and the other
Loan Documents shall remain in full force and effect and are hereby ratified
and confirmed.


 


(iii)                               The execution, delivery
and performance of this Amendment shall not, except as expressly provided
herein, constitute a waiver of any provision of, or operate as a waiver of any
right, power or remedy of Administrative Agent, or any Lender under, the Credit
Agreement or any of the other Loan Documents.


 


B.                                    Obligations of New Tranche B1 Term Loan
Lenders.  Company and
each New Tranche B1 Term Loan Lender hereby agrees that, upon the effectiveness
of this Amendment, such New Tranche B1 Term Loan Lender shall be a party to the
Credit Agreement and shall have all of the rights and obligations under the
Loan Documents, and shall be deemed


 


9

















 


to have made all of the covenants and agreements
contained in the Loan Documents, arising out of or otherwise related to the
Tranche B1 Term Loans.


 


C.                                    Fees
and Expenses.  Loan Parties
acknowledge that all costs, fees and expenses as described in
subsection 10.2 of the Credit Agreement incurred by the Administrative
Agent and its counsel with respect to this Amendment and the documents and
transactions contemplated hereby shall be for the account of Loan Parties.


 


D.                                    Headings.  Section and subsection headings in
this Amendment are included herein for convenience of reference only and shall
not constitute a part of this Amendment for any other purpose or be given any
substantive effect.


 


E.                                      Applicable Law.  THIS
AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL
LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401
OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES.


 


F.                                      Counterparts.  This
Amendment may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument; signature pages may be detached
from multiple separate counterparts and attached to a single counterpart so
that all signature pages are physically attached to the same document.


 


10

















 


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


 


	
  COMPANY:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AMPHENOL CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Diana G. Reardon

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Diana G. Reardon

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  CREDIT
  SUPPORT PARTIES:

  	
   

  	
   

  	
   

  
	
  (for
  purposes of Section 2)

  	
  ADVANCED CIRCUIT TECHNOLOGY,

  INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Diana G. Reardon

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Diana G. Reardon

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AMPHENOL AEROSPACE FRANCE, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Diana G. Reardon

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Diana G. Reardon

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AMPHENOL CONNEX CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Diana G. Reardon

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Diana G. Reardon

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
							



 


S-1

















 


	
   

  	
  AMPHENOL COMMERCIAL &

  INDUSTRIAL FRANCE, L.L.C.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Diana G. Reardon

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Diana G. Reardon

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AMPHENOL
  INTERCONNECT PRODUCTS

  CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward G. Jepsen

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Edward G. Jepsen

  
	
   

  	
   

  	
  Title:

  	
  EVP & CFO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AMPHENOL INTERNATIONAL LTD.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward G. Jepsen

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Edward G. Jepsen

  
	
   

  	
   

  	
  Title:

  	
  EVP & CFO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AMPHENOL OPTIMIZE MANUFACTURING

  CO.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward G. Jepsen

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Edward G. Jepsen

  
	
   

  	
   

  	
  Title:

  	
  EVP & CFO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AMPHENOL T&M ANTENNAS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward G. Jepsen

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Edward G. Jepsen

  
	
   

  	
   

  	
  Title:

  	
  EVP & CFO

  
					



 


S-2

















 


	
   

  	
  AMPHENOL USHOLDCO INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward G. Jepsen

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Edward G. Jepsen

  
	
   

  	
   

  	
  Title:

  	
  EVP & CFO

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SINE SYSTEMS CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Diana G. Reardon

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Diana G. Reardon

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TIMES FIBER COMMUNICATIONS, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Diana G. Reardon

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Diana G. Reardon

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TIMES WIRE & CABLE COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Diana G. Reardon

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Diana G. Reardon

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  AMPHENOL
  PCD, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Diana G. Reardon

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Diana G. Reardon

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
					



 


S-3

















 


	
   

  	
  KONNEKTECH,
  LTD.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Diana G. Reardon

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Diana G. Reardon

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
					



 


S-4

















 


	
  LENDERS:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST COMPANY

  AMERICAS,

  individually and as Administrative Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marguerite Sutton

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Marguerite Sutton

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 


S-5

















 


Annex
A


(See
Attached)


 


A-1

















 


EXHIBIT I


 


[**FORM OF**]


 


NOTICE OF BORROWING


 


Pursuant
to that certain Credit Agreement dated as of May 6, 2003 (said Credit
Agreement, as amended by that certain First Amendment to Credit Amendment dated
as of the date hereof and as it may be further amended, supplemented, restated,
replaced, or otherwise modified from time to time, being the “Credit
Agreement”, the terms defined therein and not otherwise defined
herein being used herein as therein defined), by and among Amphenol
Corporation, a Delaware corporation (“Company”), the financial institutions party
thereto as Lenders (“Lenders”), Fleet National Bank and Royal
Bank of Canada, as Co-Documentation Agents, UBS Warburg LLC, as Syndication
Agent, and Deutsche Bank Trust Company Americas, as Administrative Agent for
Lenders (“Administrative
Agent”) and Collateral Agent for Lenders, this represents Company’s
request to borrow as follows:


 


	
  1.

  	
  Date of borrowing:

  	
                                ,
                

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
  Amount of borrowing:

  	
  $                                       

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Lender(s):

  	
  o   a.

  	
  Lenders, in accordance
  with their applicable Pro Rata Shares

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o    b.

  	
  Swing Line Lender

  
	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
  Type of Loans:

  	
  o    b.

  	
  Tranche B1 Term Loans

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o    d.

  	
  Revolving Loans

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o    e.

  	
  Swing Line Loan

  
	
   

  	
   

  	
   

  	
   

  
	
  5.

  	
  Interest rate option:

  	
  o    a.

  	
  Base Rate Loan(s)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o    b.

  	
  LIBOR Loans with an
  initial Interest Period of
                     
  month(s)

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Company’s account:

  	
  Name of Bank:

  	
   

  	
   

  
	
   

  	
   

  	
  ABA Number:

  	
   

  	
   

  
	
   

  	
   

  	
  Name of A/C:

  	
   

  	
   

  
	
   

  	
   

  	
  Account Number:

  	
   

  	
   

  
						



 


The proceeds of such
Loans are to be deposited in Company’s account at Administrative Agent.


 


The undersigned officer,
to the best of his or her knowledge, and Company certify that:


 


(i)                                     The
representations and warranties contained in the Credit Agreement and the other
Loan Documents are true, correct and complete in all material respects on and
as of the date hereof to the same extent as though made on and as of the date
hereof, except to the extent such representations and warranties specifically


 


I-1

















 


 relate to an earlier date, in which case such
representations and warranties were true, correct and complete in all material
respects on and as of such earlier date; and


 


(ii)                                  No
event has occurred and is continuing or would result from the consummation of
the borrowing contemplated hereby that would constitute an Event of Default or
a Potential Event of Default.


 


 


	
  DATED:
  

  	
   

  	
   

  	
  AMPHENOL CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
								



 


I-2

















 


Annex
B


(See
Attached)


 


B-1

















 


EXHIBIT V


 


[**FORM OF**] TRANCHE B1 TERM NOTE


 


AMPHENOL CORPORATION


 


PROMISSORY NOTE DUE MAY 6, 2010


 


	
  $                              (1)

  	
   

  	
  New York, New
  York

  
	
   

  	
   

  	
  November 6,
  2003

  



 


FOR VALUE RECEIVED, AMPHENOL CORPORATION, a
Delaware corporation (“Company”), promises to pay to
                    (2)
(“Payee”)
or its registered assigns the principal amount of
                            (3)
($[**1**]) in the installments referred to below.


 


Company
also promises to pay interest on the unpaid principal amount hereof, from the
date hereof until paid in full, at the rates and at the times which shall be
determined in accordance with the provisions of that certain Credit Agreement
dated as of May 6, 2003 (said Credit Agreement, as amended by that certain
First Amendment to Credit Agreement dated as of the date hereof and as it may
further be amended, supplemented, restated, replaced, or otherwise modified
from time to time, being the “Credit Agreement”, the terms defined
therein and not otherwise defined herein being used herein as therein defined)
by and among Company, the financial institutions party thereto as Lenders (“Lenders”),
Fleet National Bank and Royal Bank of Canada, as Co-Documentation Agents, UBS
Warburg LLC, as Syndication Agent, and Deutsche Bank Trust Company Americas, as
Administrative Agent for Lenders (“Administrative Agent”) and Collateral Agent
for Lenders.


 


This
Note is one of Company’s “Tranche B1 Term Notes” in the aggregate principal
amount of $413,000,000 and is issued pursuant to and entitled to the benefits
of the Credit Agreement, to which reference is hereby made for a more complete
statement of the terms and conditions under which the Tranche B1 Term Loan
evidenced hereby was made and is to be repaid.


 


All
payments of principal and interest in respect of this Note shall be made in
lawful money of the United States of America in same day funds at the Funding
and Payment Office or at such other place as shall be designated in writing for
such purpose in accordance with the terms of the Credit Agreement.  Unless and until an Assignment Agreement
effecting the assignment or transfer of this Note shall have been accepted by
Administrative Agent and recorded in the Register as provided in
subsection 10.1B(ii) of the Credit Agreement, Company and Administrative
Agent shall be entitled to deem and treat Payee as the owner and holder of this
Note and the Loan evidenced hereby. 
Payee hereby agrees, by its acceptance hereof, that before disposing of
this Note or any part hereof it will make a notation hereon of all principal
payments previously made hereunder and of the date to which interest hereon has
been paid; provided, however, that the failure to make a notation
of any payment made on this Note shall


 












(1)           Insert amount of Lender’s Tranche B1
Term Loan in numbers.


(2)           Insert Lender’s name in capital
letters.


(3)           Insert amount of Lender’s Tranche B1
Term Loan in words.


 


V-1

















 


not
limit or otherwise affect the obligations of Company hereunder with respect to
payments of principal of or interest on this Note.


 


Whenever
any payment on this Note shall be stated to be due on a day which is not a
Business Day, such payment shall be made on the next succeeding Business Day
and such extension of time shall be included in the computation of the payment
of interest on this Note.


 


This
Note is subject to mandatory prepayment as provided in
subsection 2.4B(iii) of the Credit Agreement and to prepayment at the
option of Company as provided in subsection 2.4B(i) of the Credit
Agreement.


 


THIS NOTE AND THE RIGHTS AND
OBLIGATIONS OF COMPANY AND PAYEE HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE
STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.


 


Upon
the occurrence of an Event of Default, the unpaid balance of the principal
amount of this Note, together with all accrued and unpaid interest thereon, may
become, or may be declared to be, due and payable in the manner, upon the
conditions and with the effect provided in the Credit Agreement.


 


The
terms of this Note are subject to amendment only in the manner provided in the
Credit Agreement.


 


This
Note is subject to restrictions on transfer or assignment as provided in
subsections 10.1 and 10.15 of the Credit Agreement.


 


Company
and any endorsers of this Note hereby consent to renewals and extensions of
time at or after the maturity hereof, without notice, and hereby waive
diligence, presentment, protest, demand and notice of every kind and, to the
full extent permitted by law, the right to plead any statute of limitations as
a defense to any demand hereunder.


 


V-2

















 


IN WITNESS WHEREOF, Company has caused this
Note to be duly executed and delivered by its officer thereunto duly authorized
as of the date and at the place first written above.


 


 


	
   

  	
  AMPHENOL CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 


V-3

















 


Annex
C


(See
Attached)


 


C-1

















 


Schedule 2.1


 


	
  LENDERS

  	
   

  	
  REVOLVING

  LOAN

  COMMITMENT

  	
   

  	
  %

  	
   

  	
  TRANCHE A

  TERM LOAN

  COMMITMENT

  	
   

  	
  %

  	
   

  	
  TOTAL

  	
   

  	
  %

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BK AMER

  	
   

  	
  $

  	
  2,500,000.00

  	
   

  	
  2.00

  	
  %

  	
  $

  	
  2,400,000.00

  	
   

  	
  2.00

  	
  %

  	
  $

  	
  4,900,000.00

  	
   

  	
  2.000

  	
  %

  
	
  BK NY

  	
   

  	
  $

  	
  7,500,000.00

  	
   

  	
  6.00

  	
  %

  	
  $

  	
  7,200,000.00

  	
   

  	
  6.00

  	
  %

  	
  $

  	
  14,700,000.00

  	
   

  	
  6.000

  	
  %

  
	
  CHEVY CHASE

  	
   

  	
  $

  	
  5,000,000.00

  	
   

  	
  4.00

  	
  %

  	
  $

  	
  4,800,000.00

  	
   

  	
  4.00

  	
  %

  	
  $

  	
  9,800,000.00

  	
   

  	
  4.000

  	
  %

  
	
  DB TRUST
  AMERICAS

  	
   

  	
  $

  	
  15,450,000.00

  	
   

  	
  12.36

  	
  %

  	
  $

  	
  9,168,000.00

  	
   

  	
  7.64

  	
  %

  	
  $

  	
  24,618,000.00

  	
   

  	
  10.048

  	
  %

  
	
  FIRSTRUST

  	
   

  	
  $

  	
  3,000,000.00

  	
   

  	
  2.40

  	
  %

  	
  $

  	
  2,880,000.00

  	
   

  	
  2.40

  	
  %

  	
  $

  	
  5,880,000.00

  	
   

  	
  2.400

  	
  %

  
	
  JP MORGAN CHASE

  	
   

  	
  $

  	
  5,000,000.00

  	
   

  	
  4.00

  	
  %

  	
  $

  	
  4,800,000.00

  	
   

  	
  4.00

  	
  %

  	
  $

  	
  9,800,000.00

  	
   

  	
  4.000

  	
  %

  
	
  NATL CITY BK
  CLEVELAND

  	
   

  	
  $

  	
  6,250,000.00

  	
   

  	
  5.00

  	
  %

  	
  $

  	
  6,000,000.00

  	
   

  	
  5.00

  	
  %

  	
  $

  	
  12,250,000.00

  	
   

  	
  5.000

  	
  %

  
	
  NORINCHUKIN

  	
   

  	
  $

  	
  7,500,000.00

  	
   

  	
  6.00

  	
  %

  	
  $

  	
  7,200,000.00

  	
   

  	
  6.00

  	
  %

  	
  $

  	
  14,700,000.00

  	
   

  	
  6.000

  	
  %

  
	
  PIMCO - DELANO

  	
   

  	
  $

  	
  0.00

  	
   

  	
  0.00

  	
  %

  	
  $

  	
  4,992,000.00

  	
   

  	
  4.16

  	
  %

  	
  $

  	
  4,992,000.00

  	
   

  	
  2.038

  	
  %

  
	
  PIMCO - ROYALTON
  CO

  	
   

  	
  $

  	
  0.00

  	
   

  	
  0.00

  	
  %

  	
  $

  	
  3,840,000.00

  	
   

  	
  3.20

  	
  %

  	
  $

  	
  3,840,000.00

  	
   

  	
  1.567

  	
  %

  
	
  ROYAL BK CAN

  	
   

  	
  $

  	
  15,450,000.00

  	
   

  	
  12.36

  	
  %

  	
  $

  	
  14,832,000.00

  	
   

  	
  12.36

  	
  %

  	
  $

  	
  30,282,000.00

  	
   

  	
  12.360

  	
  %

  
	
  RZB

  	
   

  	
  $

  	
  2,500,000.00

  	
   

  	
  2.00

  	
  %

  	
  $

  	
  2,400,000.00

  	
   

  	
  2.00

  	
  %

  	
  $

  	
  4,900,000.00

  	
   

  	
  2.000

  	
  %

  
	
  UBS AG

  	
   

  	
  $

  	
  11,650,000.00

  	
   

  	
  9.32

  	
  %

  	
  $

  	
  8,016,000.00

  	
   

  	
  6.68

  	
  %

  	
  $

  	
  19,666,000.00

  	
   

  	
  8.027

  	
  %

  
	
  UFJ BK(SANWA)

  	
   

  	
  $

  	
  7,500,000.00

  	
   

  	
  6.00

  	
  %

  	
  $

  	
  7,200,000.00

  	
   

  	
  6.00

  	
  %

  	
  $

  	
  14,700,000.00

  	
   

  	
  6.000

  	
  %

  
	
  FLEET NATIONAL
  BANK

  	
   

  	
  $

  	
  15,450,000.00

  	
   

  	
  12.36

  	
  %

  	
  $

  	
  14,832,000.00

  	
   

  	
  12.36

  	
  %

  	
  $

  	
  30,282,000.00

  	
   

  	
  12.360

  	
  %

  
	
  NORDEA BANK
  FINLAND PLC

  	
   

  	
  $

  	
  6,250,000.00

  	
   

  	
  5.00

  	
  %

  	
  $

  	
  6,000,000.00

  	
   

  	
  5.00

  	
  %

  	
  $

  	
  12,250,000.00

  	
   

  	
  5.000

  	
  %

  
	
  PB CAPITAL
  CORP.(FKA BHF)

  	
   

  	
  $

  	
  7,500,000.00

  	
   

  	
  6.00

  	
  %

  	
  $

  	
  7,200,000.00

  	
   

  	
  6.00

  	
  %

  	
  $

  	
  14,700,000.00

  	
   

  	
  6.000

  	
  %

  
	
  WEBSTER BK

  	
   

  	
  $

  	
  6,500,000.00

  	
   

  	
  5.20

  	
  %

  	
  $

  	
  6,240,000.00

  	
   

  	
  5.20

  	
  %

  	
  $

  	
  12,740,000.00

  	
   

  	
  5.200

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
  $

  	
  125,000,000.00

  	
   

  	
  100.00

  	
  %

  	
  $

  	
  120,000,000.00

  	
   

  	
  100.00

  	
  %

  	
  $

  	
  245,000,000.00

  	
   

  	
  100.00

  	
  %