FIRST AMENDMENT TO CREDIT AGREEMENT

EX-10.45 2 a07-11024_1ex10d45.htm EX-10.45

Exhibit 10.45

THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of December 14, 2005 (the “Amendment”) is entered into among Amphenol Corporation, a Delaware corporation (the “Company”), the Subsidiary Guarantors, the Lenders and Bank of America, N.A., as Administrative Agent. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).

RECITALS

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

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

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

	1.		Amendment. The parenthetical in the first sentence of Section 2.14(c) of the Credit Agreement is
hereby amended to read as follows:

		(unless such joint and several liability (i) shall result in adverse tax consequences to any Borrower or (ii) is not permitted by any Law applicable to such Designated Borrower, in which either such case, the liability of such Designated Borrower shall be several in nature)

	2.		Conditions Precedent. This Amendment shall be effective upon receipt by the Administrative Agent of
counterparts of this Amendment duly executed by the Company, the Subsidiary Guarantors, the Required Lenders and the Administrative Agent.

	3.		Miscellaneous.

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

			(b)	Each Guarantor (a) acknowledges and consents to all of the terms and conditions of this
	Amendment, (b) affirms all of its obligations under the Loan Documents and (c) agrees that this Amendment and all documents executed in connection here with do not operate to reduce or discharge its obligations under the Credit Agreement or the Loan Documents.

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

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

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

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

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

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

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

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

COMPANY:	AMPHENOL CORPORATION,
	a Delaware corporation

	By:
	Name:
	Title:

SUBSIDIARY GUARANTORS:	AMPHENOL INTERCONNECT PRODUCTS
	CORPORATION,
	a Delaware corporation

	By:
	Name:
	Title:

	AMPHENOL INTERNATIONAL LTD,
	a Delaware corporation

	By:
	Name:
	Title:

	TIMES FIBER COMMUNICATIONS, INC.,
	a Delaware corporation

	By:
	Name:
	Title:

ADMINISTRATIVE
AGENT:	BANK OF AMERICA, N.A.,
	as Administrative Agent

	By:
	Name:
	Title:

LENDERS:	BANK OF AMERICA, N.A.,
	as a Lender, L/C Issuer and Swing Line Lender

	By:
	Name:
	Title:

	WACHOVIA BANK, N.A.

	By:
	Name:
	Title:

	DEUTSCHE BANK TRUST COMPANY
	AMERICAS AS LENDER

	By:
	Name:
	Title:

	By:
	Name:
	Title:

	CITICORP NORTH AMERICA, INC.

	By:
	Name:
	Title:

	ROYAL BANK OF CANADA

	By:
	Name:
	Title:

	FORTIS CAPITAL CORP.

	By:
	Name:
	Title:

	By:
	Name:
	Title:

	SUNTRUST BANK

	By:
	Name:
	Title:

	CALYON NEW YORK BRANCH

	By:
	Name:
	Title:

	By:
	Name:
	Title:

	MIZUHO CORPORATE BANK, (USA)

	By:
	Name:
	Title:

	UFJ BANK LIMITED

	By:
	Name:
	Title:

	BANK OF TOKYO-MITSUBISHI TRUST
	COMPANY

	By:
	Name:
	Title:

	UNION BANK OF CALIFORNIA, N.A.

	By:
	Name:
	Title:


	CITIZENS BANK OF MA

	By:
	Name:
	Title:


	COMMONWEALTH BANK OF AUSTRALIA, NEW YORK BRANCH

	By:
	Name:
	Title:


	NORDEA BANK

	By:
	Name:
	Title:


	SUMITOMO MITSUI BANKING CORP., NEW YORK

	By:
	Name:
	Title:


	TD BANKNORTH, N.A.

	By:
	Name:
	Title:


	THE BANK OF NEW YORK

	By:
	Name:
	Title:

	THE NORINCHUKIN BANK, NEW YORK BRANCH

	By:
	Name:
	Title:


	US BANK, NA

	By:
	Name:
	Title:


	AIB DEBT MANAGEMENT LIMITED.

	By:
	Name:
	Title:


	BANCA INTESA S.p.A. NEW YORK BRANCH

	By:
	Name:
	Title:

	By:
	Name:
	Title:


	BANCO BILBAO VIZCAYA ARGENTARIA S.A.

	By:
	Name:
	Title:


	THE NORTHERN TRUST COMPANY

	By:
	Name:
	Title:

	WEBSTER BANK, NATIONAL ASSOCIATION

	By:
	Name:
	Title:


	RZB FINANCE LLC

	By:
	Name:
	Title:

	By:
	Name:
	Title:


	THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND

	By:
	Name:
	Title:

	By:
	Name:
	Title: