Exhibit 10.1


 


EXECUTION COPY


 


AMENDMENT AGREEMENT


 


Dated as of May 25, 2010


 


by and among


 


AMPHENOL FUNDING CORP.,


as Seller,


 


AMPHENOL CORPORATION,


as Servicer,


 


ATLANTIC ASSET SECURITIZATION LLC,


as Conduit Purchaser,


 


and


 


CRÉDIT AGRICOLE CORPORATE AND


INVESTMENT BANK NEW YORK BRANCH,


as Administrative Agent for the Purchasers


and Related Committed Purchaser


 

















 


This
AMENDMENT AGREEMENT (this “Agreement”), dated as of May 25, 2010
(the “Amendment Effective Date”), is by and among Amphenol Funding
Corp., a Delaware corporation, as Seller (“AFC”), Amphenol Corporation,
a Delaware corporation, as Servicer (“Amphenol”), Atlantic Asset
Securitization LLC, a Delaware limited liability company, as Conduit Purchaser
(“Atlantic”), and Crédit Agricole Corporate and Investment Bank New York
Branch, f/k/a Calyon New York Branch, a French banking corporation, duly
licensed under the laws of the State of New York, as Administrative Agent for
the Purchasers and as the sole Related Committed Purchaser as of the date hereof
(“Crédit Agricole”).


 


Reference
is hereby made to (i) that certain Receivables Purchase Agreement, dated
as of July 31, 2006 (as amended or otherwise modified, the “Receivables
Purchase Agreement”), among AFC, Amphenol, Atlantic and Crédit Agricole;
and (ii) that certain Fee Letter, dated as of July 31, 2006 (as
amended or otherwise modified, the “Fee Letter”), among Atlantic and
Crédit Agricole, and acknowledged by AFC and Amphenol.


 


RECITALS


 


WHEREAS,
the parties hereto wish to amend the Receivables Purchase Agreement, as herein
set forth;


 


WHEREAS,
AFC desires that Crédit Agricole extend its Commitment in its capacity as a
Related Committed Purchaser under the Receivables Purchase Agreement, and
Crédit Agricole is willing to extend such Commitment;


 


NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:


 


ARTICLE I


DEFINED TERMS


 


SECTION 1.1
  Capitalized terms used herein and not
otherwise defined shall have the meaning set forth in the Receivables Purchase
Agreement.


 


ARTICLE II


AMENDMENTS TO THE AFFECTED DOCUMENTS


 


SECTION 2.1
  Amendments
to Receivables Purchase Agreement.


 


(a)           The definition
of “Commitment Expiry Date” in Exhibit I to the Receivables Purchase Agreement
is hereby restated in its entirety to read as follows:


 


“Commitment
Expiry Date” means for any Related Committed Purchaser, May 24, 2011, as
such date may be extended from time to time in the sole discretion of such
Related Committed Purchaser pursuant to Section 1.12 of the
Receivables Purchase Agreement.


 


RPA Amendment


 

















 


(b)           The definition
of “Scheduled Commitment Expiry Date” in Exhibit I to the Receivables
Purchase Agreement is hereby restated in its entirety to read as follows:


 


“Scheduled
Commitment Expiry Date” means May 24, 2011.


 


(c)           The definition of “Scheduled
Facility Termination Date” in Exhibit I to the Receivables Purchase
Agreement is hereby restated in its entirety to read as follows:


 


“Scheduled
Facility Termination Date” means for May 24, 2013, or such later date as
the Seller, the Purchaser and the Administrative Agent may agree from time to
time.


 


SECTION 2.2
 Amendments to Fee Letter.   Concurrently with the execution of this
Agreement, the parties hereto are entering into an amendment and restatement of
the Fee Letter (the “Amended Fee Letter”), to be dated as of the date
hereof and containing certain modifications to the terms thereof, and the
parties hereto agree that the definition of “Fee Letter” in Section 1.7 of
the Receivable Purchase Agreement shall be deemed to refer to the Amended Fee
Letter from and after its execution and delivery.


 


ARTICLE III


CONDITIONS TO EFFECTIVENESS


 


SECTION 3.1
 Amendment Effective Date.   This Agreement and the provisions contained
herein shall become effective as of the date hereof, provided that (i) Crédit
Agricole shall have, in form and substance satisfactory to it, received an
original counterpart (or counterparts) of this Agreement executed by each of
the parties hereto, (ii) the parties hereto shall have executed the
Amended Fee Letter, and (iii) Crédit Agricole shall have received all sums
due to it as contemplated thereunder.


 


ARTICLE IV


NOTICE, CONFIRMATION, ACKNOWLEDGEMENT,

RELEASE AND REPRESENTATIONS AND WARRANTIES


 


SECTION 4.1
 Notice.   Each party hereto hereby acknowledges timely
notice of the execution of this Agreement and of the transactions and
amendments contemplated hereby. Each party hereto hereby waives any notice
requirement contained in the Transaction Documents with respect to the
execution of this Agreement.


 


SECTION 4.2
 Confirmation of the Subject Documents.
  The parties hereto each hereby
acknowledge and agree that, except as herein expressly amended, the Receivables
Purchase Agreement and each other Transaction Document are each ratified and
confirmed in all respects and shall remain in full force and effect in
accordance with their respective terms.


 


SECTION 4.3
 Representations and Warranties.   By its signature hereto, each party hereto
hereby represents and warrants that, before and after giving effect to this
Agreement, as follows:


 


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(a)           Its representations and warranties set forth in the
Transaction Documents (as amended hereby) are true and correct as if made on
the date hereof, except to the extent they expressly relate to an earlier date,
and except for matters that have been disclosed to Crédit Agricole in writing;
and


 


(b)           No Termination
Event (as defined in the Receivables Purchase Agreement) has occurred and is
continuing. 


 


ARTICLE V


MISCELLANEOUS


 


SECTION 5.1
 GOVERNING LAW.   THIS AGREEMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK
(INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK).


 


SECTION 5.2
 Execution in Counterparts.   This Agreement may be executed in any number
of counterparts, each of which, when so executed, shall be deemed to be an
original, and all of which, when taken together, shall constitute one and the
same agreement.


 


SECTION 5.3
 WAIVER OF JURY TRIAL.   EACH OF
THE PARTIES HERETO WAIVES THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY
CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY ACTION, PROCEEDING OR
OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER
PARTY OR PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR
OTHERWISE. EACH OF THE PARTIES HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF
ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE
FOREGOING, EACH OF THE PARTIES HERETO FURTHER AGREES THAT ITS RESPECTIVE RIGHT
TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY
ACTION, COUNTERCLAIM OR OTHER PROCEEDING THAT SEEKS, IN WHOLE OR IN PART, TO
CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION
HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.


 


SECTION 5.4
 Entire Agreement.   This Agreement, the Receivables Purchase
Agreement, as amended by this Agreement, and the other Transaction Documents,
as amended by this Agreement, embody the entire agreement and understanding of
the parties hereto and supersede any and all prior agreements, arrangements and
understandings relating to the matters provided for herein.


 


SECTION 5.5
 Headings.   The captions and headings of this Agreement
are for convenience of reference only and shall not affect the interpretation
hereof or thereof.


 


SECTION 5.6
 Severability.   If any provision of this Agreement, or the
application thereof to any party or any circumstance, is held to be
unenforceable, invalid or illegal (in whole


 


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or in part) for any reason
(in any jurisdiction), the remaining terms of this Agreement, modified by the
deletion of the unenforceable, invalid or illegal portion (in any relevant
jurisdiction), will continue in full force and effect, and such
unenforceability, invalidity or illegality will not otherwise affect the
enforceability, validity or legality of the remaining terms of this Agreement
so long as this Agreement, as so modified, continues to express, without
material change, the original intentions of the parties as to the subject
matter hereof and the deletion of such portion of this Agreement will not
substantially impair the respective expectations of the parties or the
practical realization of the benefits that would otherwise be conferred upon
the parties.


 


SECTION 5.7
 SUBMISSION TO JURISDICTION.   ANY LEGAL ACTION OR PROCEEDING WITH RESPECT
TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR
OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK; AND, BY EXECUTION
AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES HERETO CONSENTS, FOR ITSELF
AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE
COURTS. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT
PERMITTED BY LAW, ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE
OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, THAT IT MAY NOW OR
HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION
IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. EACH OF THE
PARTIES HERETO WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER
PROCESS, WHICH SERVICE MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW
YORK LAW.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 


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


 


	
   

  	
  AMPHENOL
  FUNDING CORP.,

  
	
   

  	
  as
  Seller

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Diana G. Reardon

  
	
   

  	
  Name:

  	
  Diana
  G. Reardon

  
	
   

  	
  Title:

  	
  Senior
  Vice President and CFO

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
  358 Hall Avenue

  
	
   

  	
  Wallingford, Connecticut 06492 

  
	
   

  	
  Attention: Treasurer

  
	
   

  	
  Facsimile: (203) 265-8623

  
	
   

  	
   

  
	
   

  	
  AMPHENOL
  CORPORATION,

  
	
   

  	
  individually
  and as Servicer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David Jositas

  
	
   

  	
  Name:

  	
  David
  Jositas

  
	
   

  	
  Title:

  	
  Treasurer

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
  358 Hall Avenue

  
	
   

  	
  Wallingford, Connecticut 06492 

  
	
   

  	
  Attention: Treasurer

  
	
   

  	
  Facsimile: (203) 265-8623

  



 


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  ATLANTIC
  ASSET SECURITIZATION LLC, 

  
	
   

  	
  as
  Conduit Purchaser

  
	
   

  	
   

  
	
   

  	
  By:

  	
  CRÉDIT
  AGRICOLE CORPORATE AND

  INVESTMENT BANK NEW YORK

  BRANCH,

  as Attorney-in-fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Sam Pilcer

  
	
   

  	
  Name:

  	
  SAM
  PILCER

  
	
   

  	
  Title:

  	
  mANAGING DIRECTOR

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kostantina Kourmpetis

  
	
   

  	
  Name:

  	
  Kostantina
  Kourmpetis

  
	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
  c/o Crédit Agricole
  Corporate and

  Investment Bank New York Branch,

  as Administrative Agent

  1301 Avenue of the Americas

  Attention: Matthew Croghan 

  Telephone: (212) 459-2619

  Facsimile: (212) 459-3258

  
					






 


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  CRÉDIT AGRICOLE
  CORPORATE AND

  INVESTMENT BANK NEW YORK BRANCH, 

  as
  Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Sam Pilcer

  
	
   

  	
  Name:

  	
  SAM PILCER

  
	
   

  	
  Title:

  	
  MANAGING DIRECTOR

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kostantina Kourmpetis

  
	
   

  	
  Name:

  	
  Kostantina
  Kourmpetis

  
	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
  1301 Avenue of the Americas 

  Attention: Matthew Croghan

  Telephone: (212) 459-2619

  Facsimile: (212) 459-3258

  
				






 


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  CRÉDIT
  AGRICOLE CORPORATE AND

  INVESTMENT BANK NEW YORK BRANCH,

  as a Related Committed Purchaser for Atlantic

  Asset Securitization LLC

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Sam Pilcer

  
	
   

  	
  Name:

  	
  SAM PILCER

  
	
   

  	
  Title:

  	
  MANAGING DIRECTOR

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Kostantina Kourmpetis

  
	
   

  	
  Name:

  	
  Kostantina
  Kourmpetis

  
	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
  1301 Avenue of the Americas

  Attention: Matthew Croghan

  Telephone: (212) 459-2619

  Facsimile: (212) 459-3258

  
				






 


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