Exhibit 10.2


 


AMENDMENT AGREEMENT


 


Dated as of May 26, 2009


 


by and among


 


AMPHENOL FUNDING CORP.,


as Seller,


 


AMPHENOL CORPORATION,


as Servicer,


 


ATLANTIC ASSET SECURITIZATION LLC,

as Conduit Purchaser,


 


and


 


CALYON NEW YORK BRANCH,

as Administrative Agent for the Purchasers

and Related Committed Purchaser


 

















 


This
AMENDMENT AGREEMENT (this “Agreement”), dated as of May 26, 2009
(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 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 (“Calyon”).


 


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 Calyon; and (ii) that
certain Fee Letter, dated as of July 31, 2006 (as amended or otherwise
modified, the “Fee Letter”), among Atlantic and Calyon, 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 Calyon extend its Commitment in its capacity as a Related
Committed Purchaser under the Receivables Purchase Agreement, and Calyon 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


EXTENSION OF COMMITMENT


 


SECTION 2.1
Receivables Purchase Agreement Commitment. Calyon, in its capacity as a
Related Committed Purchaser under the Receivables Purchase Agreement, agrees
that, effective as of the date hereof, its Commitment Expiry Date is May 25,
2010, subject to extension from time to time in accordance with Section 1.12
of the Receivables Purchase Agreement.


 


ARTICLE III


AMENDMENTS TO THE AFFECTED DOCUMENTS


 


SECTION 3.1
Amendments to Receivables Purchase Agreement.


 


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


 

















 


“Stress
Factor” means 2.25.


 


(b)           Clause f. in Exhibit V
to the Receivables Purchase Agreement is hereby restated in its entirety to
read as follows:


 


f. (i) the (A) the monthly Dilution Ratio shall exceed
7.25%, (B) the 91-120 Days Past Due Ratio shall exceed 8.0%, (C) the
Three Month 61-90 Days Past Due Ratio shall exceed 8.50%, or (D) the Three
Month 91-120 Days Past Due Ratio shall exceed 5.0%;


 


SECTION 3.2
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 IV


CONDITIONS TO EFFECTIVENESS


 


SECTION 4.1
Amendment Effective Date. This Agreement and the provisions contained
herein shall become effective as of the date hereof, provided that (i) Calyon
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) Calyon shall have received all sums due to it as
contemplated thereunder.


 


ARTICLE V


NOTICE, CONFIRMATION, ACKNOWLEDGEMENT,

RELEASE AND REPRESENTATIONS AND WARRANTIES


 


SECTION 5.1
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 5.2
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 5.3
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:


 


(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
Calyon in writing; and


 


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


 


ARTICLE VI


MISCELLANEOUS


 


SECTION 6.1
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 6.2
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 6.3
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 6.4
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 6.5
Headings. The captions and headings of this Agreement are for
convenience of reference only and shall not affect the interpretation hereof or
thereof.


 


SECTION 6.6
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 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


 


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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 6.7
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: CALYON NEW YORK
  BRANCH,

  
	
   

  	
  as Attorney-in-fact

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kostantina Kourmpetis

  
	
   

  	
  Name:

  	
  Kostantina Kourmpetis

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sam Pilcer

  
	
   

  	
  Name:

  	
  SAM PILCER

  
	
   

  	
  Title:

  	
  MANAGING DIRECTOR

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
  c/o Calyon 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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  CALYON NEW YORK BRANCH,

  
	
   

  	
  as Administrative agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kostantina Kourmpetis

  
	
   

  	
  Name: 

  	
  Kostantina Kourmpetis

  
	
   

  	
  Title: 

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sam Pilcer

  
	
   

  	
  Name: 

  	
  SAM PILCER

  
	
   

  	
  Title: 

  	
  MANAGING DIRECTOR

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
  1301 Avenue of the Americas

  
	
   

  	
  Attention: Matthew Croghan

  
	
   

  	
  Telephone: (212) 459-2619

  
	
   

  	
  Facsimile: (212) 459-3258

  



 


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  CALYON NEW YORK BRANCH,

  
	
   

  	
  as a Related Committed
  Purchaser for Atlantic

  
	
   

  	
  Asset Securitization LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kostantina Kourmpetis

  
	
   

  	
  Name: 

  	
  Kostantina Kourmpetis

  
	
   

  	
  Title: 

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sam Pilcer

  
	
   

  	
  Name: 

  	
  SAM PILCER

  
	
   

  	
  Title: 

  	
  MANAGING DIRECTOR

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
  1301 Avenue of the Americas

  
	
   

  	
  Attention: Matthew Croghan

  
	
   

  	
  Telephone: (212) 459-2619

  
	
   

  	
  Facsimile: (212) 459-3258

  



 


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