Exhibit 10.10


 


FIRST AMENDMENT TO AMENDED AND RESTATED


PURCHASE AND SALE
AGREEMENT


 


THIS
FIRST AMENDMENT TO AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT,
dated as of June 18, 2004 (this “Amendment”), is entered into among
AMPHENOL CORPORATION, a Delaware corporation (“Amphenol”), individually
and as the Servicer, AMPHENOL INTERCONNECT PRODUCTS CORPORATION, a Delaware
corporation (“Amphenol Interconnect”), SINE SYSTEMS CORPORATION (as
successor to PYLE NATIONAL INC. and THE SINE COMPANIES, INC.), a Delaware
corporation (“Sine Systems”), TIMES FIBER COMMUNICATIONS, INC., a
Delaware corporation (“Times Fiber”) (Amphenol, Amphenol Interconnect,
Sine Systems and Times Fiber are herein collectively called the “Originators”
and individually called an “Originator”), ADVANCED CIRCUIT TECHNOLOGY,
INC., a Delaware corporation (“Advanced”), AMPHENOL T&M ANTENNAS,
INC., a Delaware corporation (“T&M”), AMPHENOL CONNEX CORPORATION, a
Delaware corporation (“Connex”), AMPHENOL PCD, INC., a Delaware
corporation (“PCD”), AMPHENOL ANTEL, INC., an Illinois corporation (“Antel”)
(Advanced, T&M, Connex, PCD and Antel are herein collectively called the “New
Originators” and individually called a “New Originator”), and
AMPHENOL FUNDING CORP., a Delaware corporation (“AFC”).


 


RECITALS:


 


1.                                       The
parties hereto (other than the New Originators) are parties to the Amended and
Restated Purchase and Sale Agreement dated as of May 19, 1997 (the “Purchase
and Sale Agreement”);


 


2.                                       Each
party hereto desires to amend the Purchase and Sale Agreement to add the New
Originators as Originators party thereto;


 


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


 


1.                                       Certain
Defined Terms.  Capitalized terms that
are used but not defined herein have the meanings set forth in the Purchase and
Sale Agreement and Appendix A thereto.


 


2.                                       Joinder.  Each New Originator, severally and for itself
alone, hereby agrees to be bound by the terms and conditions of the Purchase
and Sale Agreement (as amended hereby) and shall have all the rights and
obligations of an Originator thereunder (and under any other Transaction
Documents) to the same extent as if it were an original party thereto,
effective upon the effectiveness of this Amendment.


 


3.                                       Amendments.


 


(a)                                  Each New Originator
is hereby added as an “Originator” under the Purchase and Sale Agreement and
each New Originator shall for all purposes be an Originator party to the
Purchase and Sale Agreement and shall have all the rights and obligations of an
Originator thereunder (and under any other Transaction Document) to


 
















 


the same extent as if it were an original party thereto and all
references to each “Originator” in the Purchase and Sale Agreement and the
other Transactions Documents shall be deemed to include each New Originator.


 


(b)                                 With respect to each
New Originator, any references in the Purchase and Sale Agreement to “December
6, 1993” shall be deemed to be references to “June 18, 2004”; provided, however,
that Section 1.2(a)(ii) of the Purchase and Sale Agreement and clause
(i) of the definition of “AUB” set forth in Section 2.1 of the
Purchase and Sale Agreement shall be deemed inapplicable with respect to the
New Originators).


 


(c)                                  With respect to each
New Originator, the reference in Section 6.9 of the Purchase and Sale
Agreement to “December 31, 1996” shall be deemed to be a reference to “June 18,
2004”.


 


(d)                                 With respect to each
New Originator, the reference in Section 6.15 of the Purchase and Sale
Agreement to “December 3, 1988” shall be deemed to be a reference to “June 18,
1999”.


 


(e)                                  The definition of
“Originators” set forth in Appendix A to the Purchase and Sale Agreement
is hereby amended and restated in its entirety as follows:


 


“Originators”
means Amphenol, Amphenol Interconnect Products Corporation, a Delaware
corporation, Sine Systems Corporation, a Delaware corporation, Times Fiber
Communications, Inc., a Delaware corporation, Advanced Circuit Technology,
Inc., a Delaware corporation, Amphenol T&M Antennas, Inc., a Delaware
corporation, Amphenol Connex Corporation, a Delaware corporation, Amphenol PCD,
Inc., a Delaware corporation, and Amphenol Antel, Inc., an Illinois
corporation, together with their successors as permitted under the Purchase and
Sale Agreement.


 


(f)                                    Exhibit
F to the Purchase and Sale Agreement is hereby amended and restated in its
entirety as attached hereto.


 


(g)                                 Exhibit
G to the Purchase and Sale Agreement is amended and restated in its
entirety as attached hereto.


 


(h)                                 Exhibit
H to the Purchase and Sale Agreement is amended and restated in its
entirety as attached hereto.


 


4.                                       Representations
and Warranties.  Each New Originator
hereby makes, as of the date hereof, all of the representations and warranties
set forth in Article VI of the Purchase and Sale Agreement (as amended
hereby) and each Originator and New Originator hereby represents and warrants
to the Purchaser and the Agent as follows:


 


(a)                                  Representations
and Warranties. The representations and warranties made by it in the Transactions
Documents are true and correct as of the date hereof.


 


2
















 


(b)                                 Enforceability.
The execution and delivery by it of this Amendment, and the performance of its
obligations under this Amendment and the Purchase and Sale Agreement (as
amended hereby) are within its corporate powers and have been duly authorized
by all necessary corporate action on its part. The Purchase and Sale Agreement
(as amended hereby) is its valid and legally binding obligations, 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.


 


(c)                                  No Default.
Both before and immediately after giving effect to this Amendment and the
transactions contemplated hereby, no Purchase and Sale Termination Event or
Unmatured Purchase and Sale Termination Event exists or shall exist.


 


5.                                       Effect
of Amendment.  All provisions of the
Purchase and Sale Agreement, as expressly amended and modified by this
Amendment, shall remain in full force and effect. After this Amendment becomes
effective, all references in the Purchase and Sale Agreement (or in any other
Transaction Document) to “this Agreement,” “hereof,” “herein” or words of
similar effect referring to the Purchase and Sale Agreement shall be deemed to
be references to the Purchase and Sale Agreement as amended by this Amendment.
This Amendment shall not be deemed, either expressly or impliedly, to waive,
amend or supplement any provision of the Purchase and Sale Agreement other than
as set forth herein.


 


6.                                       Effectiveness.
This Amendment shall become effective as of the date hereof upon receipt by the
Agent of the following, in form and substance reasonably satisfactory to the
Agent:


 


(a)                                  an original of this
Amendment duly executed and delivered by each of the parties hereto;


 


(b)                                 an Originator
Assignment Certificate duly completed, executed and delivered by each New
Originator;


 


(c)                                  an AFC Note in favor
of each New Originator, each duly executed by AFC;


 


(d)                                 an Originator Note in
favor of AFC from each New Originator, each duly executed by such New
Originator;


 


(e)                                  evidence in form and
substance satisfactory to the Agent of financing statements (Form UCC-1), to be
filed as of the date hereof, as may be necessary or desirable, in the opinion
of the Agent, 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;


 


(f)                                    a written search
report from a Person satisfactory to the Servicer and the Agent listing all
effective financing statements that name any Originator or any New


 


3
















 


Originator as debtor or assignor and that are filed in the
jurisdictions in which filings were made pursuant to the foregoing clause
(e) and any additional jurisdictions as may be necessary or desirable, in
the opinion of the Agent, together with copies of such financing statements
(none of which, except for those described in the foregoing clause (e),
shall cover any Receivable or any right related to any Receivable or Related
Security) which is to be sold to AFC hereunder, and (ii) tax and judgment lien
search reports from a Person satisfactory to the Servicer and the Agent showing
no evidence of such liens filed against any Originator or any New Originator;


 


(g)                                 a copy of the
resolutions of the Board of Directors of each New Originator, in each case
approving this Amendment and any other agreements or documents and transactions
contemplated hereby or thereby, and in each case certified by the Secretary of
an Assistant Secretary of such Person;


 


(h)                                 a good standing
certificate for each New Originator issued as of a recent date acceptable to
the Servicer by the Secretary of State of the jurisdiction of such Person’s
incorporation;


 


(i)                                     a certificate of
the Secretary or an Assistant Secretary of each New Originator, in each case
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 certificates the Agent, the Servicer and AFC may conclusively rely until
such time as the Agent and the Servicer shall receive from any such Person a
revised certificate meeting the requirements of this paragraph);


 


(j)                                     the certificate or
articles of incorporation or other organizational document of each New
Originator, duly certified by the Secretary of State (or analogous government
authority) of the jurisdiction of its incorporation as of a recent date
acceptable to the Agent, together with a copy of the by-laws of each New
Originator, each duly certified by the Secretary or an Assistant Secretary of
such New Originator;


 


(k)                                  a certificate from an
officer of each New Originator to the effect that the Servicer and such New
Originator have placed on the most recent, and have taken all steps reasonably
necessary to ensure that there shall be placed on each subsequent, data
processing report that it generates which are of the type which any proposed
purchaser or lender would use to evaluate the Receivables, the following legend
(or the substantive equivalent thereof): “THE RECEIVABLES DESCRIBED HEREIN HAVE
BEEN SOLD TO AMPHENOL FUNDING CORP. PURSUANT TO AN AMENDED AND RESTATED
PURCHASE AND SALE AGREEMENT, DATED AS OF MAY 19, 1997, AS AMENDED OR
SUPPLEMENTED FROM TIME TO TIME, AMONG AMPHENOL CORPORATION, CERTAIN OTHER
ORIGINATORS, AND AMPHENOL FUNDING CORP.; AND UNDIVIDED, FRACTIONAL OWNERSHIP
INTERESTS IN THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD TO FAIRWAY FINANCE
COMPANY, LLC PURSUANT TO AN AMENDED AND RESTATED RECEIVABLES PURCHASE
AGREEMENT, DATED AS OF MAY 19, 1997, AS AMENDED OR SUPPLEMENTED FROM TIME TO
TIME, AMONG AMPHENOL FUNDING CORP., AMPHENOL CORPORATION, FAIRWAY


 


4
















 


FINANCE COMPANY, LLC (AS SUCCESSOR TO POOLED ACCOUNTS RECEIVABLE
CAPITAL CORPORATION), AND HARRIS NESBITT CORP. (F/K/A NESBITT BURNS SECURITIES,
INC.), AS AGENT.”; and


 


(l)                                     favorable opinions
from:


 


(i)                                     Pillsbury Winthrop
LLP, counsel to the New Originators, Amphenol and the other Originators; and


 


(ii)                                  Edward C. Wetmore,
General Counsel of Amphenol, the New Originators and the other Originators.


 


7.                                       Covenants.
Within 60 days after the date hereof, each New Originator shall deliver to the
Agent (with a copy for the Purchaser) a certificate from an authorized officer
to the effect that: (a) the name of the renter of all post office boxes into
which Collections of the Receivables originated by each New Originator 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 (b) all
relevant postmasters have been notified that each of the Servicer, each New Originator
(as a Servicer Person) and the 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).


 


8.                                       Counterparts.
This Amendment may be executed in any number of counterparts and by different
parties on separate counterparts, each of which when so executed shall be
deemed to be an original and all of which when taken together shall constitute
but one and the same instrument.


 


9.                                       Governing
Law. This Amendment shall be governed by, and construed in accordance with,
the laws of the State of New York.


 


10.                                 Section
Headings. The various headings of this Amendment are included for
convenience only and shall not affect the meaning or interpretation of this
Amendment, the Purchase and Sale Agreement or any provision hereof or thereof.


 


[SIGNATURE PAGES FOLLOW]


 


5
















 


IN
WITNESS WHEREOF, the parties have executed this Amendment as
of the date first written above.


 


	
   

  	
  AMPHENOL FUNDING CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  AMPHENOL CORPORATION,

  
	
   

  	
  individually and as Servicer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  AMPHENOL INTERCONNECT PRODUCTS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SINE SYSTEMS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TIMES FIBER COMMUNICATIONS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							



 


S-1
















 


	
   

  	
  ADVANCED CIRCUIT TECHNOLOGY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  358 Hall Avenue

  
	
   

  	
   

  	
  Wallingford, CT 06492

  
	
   

  	
   

  	
  Attention:  Treasurer

  
	
   

  	
  Facsimile:

  	
  (203) 265-8628

  
								



 


 


	
   

  	
  AMPHENOL T&M ANTENNAS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  358 Hall Avenue

  
	
   

  	
   

  	
  Wallingford, CT 06492

  
	
   

  	
   

  	
  Attention:  Treasurer

  
	
   

  	
  Facsimile:

  	
  (203) 265-8628

  
									



 


 


	
   

  	
  AMPHENOL CONNEX CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  358 Hall Avenue

  
	
   

  	
   

  	
  Wallingford, CT 06492

  
	
   

  	
   

  	
  Attention:  Treasurer

  
	
   

  	
  Facsimile:

  	
  (203) 265-8628

  
								



 


S-2
















 


	
   

  	
  AMPHENOL PCD, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  358 Hall Avenue

  
	
   

  	
   

  	
  Wallingford, CT 06492

  
	
   

  	
   

  	
  Attention:  Treasurer

  
	
   

  	
  Facsimile:

  	
  (203) 265-8628

  
								



 


 


	
   

  	
  AMPHENOL ANTEL, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
  358 Hall Avenue

  
	
   

  	
   

  	
  Wallingford, CT 06492

  
	
   

  	
   

  	
  Attention:  Treasurer

  
	
   

  	
  Facsimile:

  	
  (203) 265-8628

  
									



 


S-3
















 


	
  ACKNOWLEDGED AND AGREED:

  
	
   

  
	
   

  
	
  FAIRWAY FINANCE COMPANY, LLC, as Purchaser

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  
	
   

  
	
  HARRIS NESBITT CORP., as Agent

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
					



 


S-4
















 


EXHIBIT F


to Purchase and Sale Agreement


 


MATERIAL PROCEEDINGS


 


None, except as described in the most recent Annual
Report filed by Amphenol Corporation and each Originator and New Originator on
Form 10-K with the Securities and Exchange Commission, as supplemented by
subsequent filings by Amphenol Corporation and each Originator on Forms 10-Q
and Forms 8-K, if any.


 


F-1
















 


EXHIBIT G


to Purchase and Sale Agreement


 


OFFICE LOCATIONS


 


1.                                       Amphenol
Corporation – HQ


358 Hall
Avenue


Wallingford,
CT 06492


 


(Division) RF
– Plant


4 Old Newtown
Road


Danbury, CT
06810


 


(Division) AAO
– Plant


40-60 Delaware
Street


Sidney, NY
13838


 


(Division)
Spectra Strip – Plant


720 Sherman
Avenue


Hamden, CT
06514


 


(Division) FOP
– Plant


1925A Ohio
Street


Lisle, IL
60532


 


2.                                       Amphenol
Funding Corp. – HQ


358 Hall
Avenue


Wallingford,
CT 06492


 


3.                                       Amphenol
Interconnect Products Corporation


HQ and Plant


20 Valley
Street


Endicott, NY
13760


 


4.                                       Sine
Systems Corporation


HQ and Plant


25325 Joy
Boulevard


Mt. Clemens,
MI 48046


 


5.                                       Times
Fiber Communications, Inc.


TFC – HQ


358 Hall
Avenue


Wallingford,
CT 06492


 


G-1
















 


TFC – Plant


380
Tightsqueeze Industrial Road


Chatham, VA
24531


 


6.                                       Advanced
Circuit Technology


HQ and Plant


118
Northeastern Boulevard


Nashua, NH
03062


 


7.                                       Amphenol
Antel, Inc.


HQ and Plant


1300 Capital
Drive


Rockford, IL
61109


 


8.                                       Amphenol
Connex Corporation


HQ and Plant


11969
Challenger Court


Moorpark, CA
93021


 


9.                                       Amphenol T&M Antennas, Inc.


HQ
and Plant


825
Corporate Woods Parkway


Vernon
Hills, IL 60061


 


10.                                 Amphenol PCD, Inc.


HQ
and Plant


Two
Technology Drive


Peabody, MA
01960


 


G-2
















EXHIBIT H


to Purchase and Sale Agreement


 


TRADE
NAMES AND CORPORATE REORGANIZATIONS


 


	
  Legal Entity

  	
   

  	
  Trade Names

  
	
   

  	
   

  	
   

  
	
  Amphenol Corporation

  	
   

  	
  Amphenol Corporation

  
	
   

  	
   

  	
  Spectra-Strip

  
	
   

  	
   

  	
   

  
	
  Amphenol Interconnect Products Corporation

  	
   

  	
  Amphenol Interconnect Products Corporation

  
	
   

  	
   

  	
  AIPC

  
	
   

  	
   

  	
   

  
	
  Times Fiber Communications, Inc.

  	
   

  	
  Times Fiber Communications, Inc.

  
	
   

  	
   

  	
  TFC

  



 


H-1
















 


	
  Sine Systems Corporation

  	
   

  	
  Pyle-National

  
	
   

  	
   

  	
  Sine Systems Corporation

  
	
   

  	
   

  	
   

  
	
  Advanced Circuit Technology, Inc.

  	
   

  	
  Advanced Circuit Technology, Inc.

  
	
   

  	
   

  	
  Advanced Circuit Technology

  
	
   

  	
   

  	
  ACT

  
	
   

  	
   

  	
   

  
	
  Amphenol T&M Antennas, Inc.

  	
   

  	
  Amphenol T&M Antennas, Inc.

  
	
   

  	
   

  	
  Amphenol T&M Antennas

  
	
   

  	
   

  	
  Amphenol T&M

  
	
   

  	
   

  	
  T&M Antennas

  
	
   

  	
   

  	
  T&M

  
	
   

  	
   

  	
  ATM

  
	
   

  	
   

  	
   

  
	
  Amphenol Connex Corporation

  	
   

  	
  Amphenol Connex Corporation

  
	
   

  	
   

  	
  Amphenol Connex

  
	
   

  	
   

  	
  Connex

  
	
   

  	
   

  	
  Connex Connector

  
	
   

  	
   

  	
  Connex Connector Corporation

  
	
   

  	
   

  	
   

  
	
  Amphenol PCD, Inc.

  	
   

  	
  Amphenol PCD, Inc.

  
	
   

  	
   

  	
  Amphenol PCD

  
	
   

  	
   

  	
  APCD

  
	
   

  	
   

  	
  PCD

  
	
   

  	
   

  	
   

  
	
  Amphenol Antel, Inc.

  	
   

  	
  Amphenol Antel, Inc.

  
	
   

  	
   

  	
  Amphenol Antel

  
	
   

  	
   

  	
  Antel

  



 


H-2
















 


1.                                       Sine
and Pyle-National


 


Amphenol Corporation acquired all of the outstanding
shares of the Sine Companies, a Michigan corporation, as of September 26,
1996.  Pursuant to an Agreement and Plan
of Merger between the Sine Companies, Inc. (“Sine”) and Pyle-National Inc.
(“Pyle-National”) dated June 30, 1997, Sine was merged with and into
Pyle-National and a Certificate of Merger was filed (in Delaware) on August 6,
1997.  Pyle-National was the surviving
corporation and its name was changed to Sine Systems*Pyle Connectors
Corporation.  The name of the Company was
changed again on June 11, 2002 to Sine Systems Corporation.


 


2.                                       Connex
Connector and Amphenol Connex


 


Amphenol Corporation acquired all of the outstanding
shares of Connex Connector Corporation, a California corporation, as of
February 23, 1999.  Amphenol Corporation
formed Amphenol Connex Corporation, a Delaware corporation, and Connex
Connector Corporation was merged with and into Amphenol Connex Corporation and
a Certificate of Merger was filed on April 4, 2003.  Amphenol Connex Corporation was the surviving
corporation.


 


H-3