10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2006
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-10879

AMPHENOL CORPORATION

Delaware
(State of Incorporation) 22-2785165
(IRS Employer
Identification No.)

358 Hall Avenue
Wallingford, Connecticut 06492
203-265-8900

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act  (Check one):  Large accelerated filer x, Accelerated filer o, Non-accelerated filer o.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of July 31, 2006, the total number of shares outstanding of Class A Common Stock was 89,367,234.

Amphenol Corporation

Index to Quarterly Report
on Form 10-Q

Part I	Financial Information
Item 1.	Financial Statements:
	Condensed Consolidated Balance Sheets at June 30, 2006 (Unaudited) and December 31, 2005	3
	Condensed Consolidated Statements of Income for the Three and Six Months Ended June 30, 2006 and 2005 (Unaudited)	4
	Condensed Consolidated Statements of Cash Flow for the Six Months Ended June 30, 2006 and 2005 (Unaudited)	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	22
Part II	Other Information
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults Upon Senior Securities	24
Item 4.	Submission of Matters to a Vote of Security Holders	24
Item 5.	Other Information	24
Item 6.	Exhibits	25
Signature		28

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

AMPHENOL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(dollars in thousands)

	June 30, 2006			December 31, 2005
	(Unaudited)
Assets
Current Assets:
Cash and short-term cash investments	$	45,920		$	38,669
Accounts receivable, less allowance for doubtful accounts of $11,828 and $11,162, respectively	336,866			302,867
Inventories	366,378			325,865
Prepaid expenses and other assets	60,335			42,413
Total current assets	809,499			709,814
Land and depreciable assets, less accumulated depreciation of $390,885 and $352,408, respectively	257,630			253,889
Deferred debt issuance costs	2,104			2,351
Goodwill	910,247			886,720
Other assets	72,056			79,766
	$	2,051,536		$	1,932,540
Liabilities & Shareholders’ Equity
Current Liabilities:
Accounts payable	$	215,118		$	177,266
Accrued interest	4,147			4,998
Accrued salaries, wages and employee benefits	47,641			42,705
Accrued income taxes	42,239			45,124
Other accrued expenses	73,005			48,078
Dividend payable	2,742			2,729
Current portion of long-term debt	10,933			15,030
Total current liabilities	395,825			335,930
Long-term debt	695,871			765,970
Accrued pension and post employment benefit obligations	120,254			108,816
Other liabilities	30,216			32,589
Shareholders’ Equity:
Common stock	89			89
Additional paid-in deficit	(145,973		)	(164,082		)
Accumulated earnings	1,090,555			985,317
Accumulated other comprehensive loss	(60,738		)	(77,742		)
Treasury stock, at cost	(74,563		)	(54,347		)
Total shareholders’ equity	809,370			689,235
	$	2,051,536		$	1,932,540

See accompanying notes to condensed consolidated financial statements.

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AMPHENOL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(dollars in thousands, except per share data)

	Three months ended June 30,						Six months ended June 30,
	2006			2005			2006			2005
Net sales	$	606,598		$	443,642		$	1,175,589		$	853,037
Costs and expenses:
Cost of sales, excluding depreciation and amortization	396,934			282,421			769,957			545,846
Depreciation and amortization expense	18,704			12,699			36,480			23,513
Selling, general and administrative expense	82,950			62,476			162,751			120,299
Casualty loss related to flood	15,000			—			15,000			—
Operating income	93,010			86,046			191,401			163,379
Interest expense	(10,002		)	(5,775		)	(20,186		)	(11,178		)
Other expenses, net	(3,394		)	(1,398		)	(6,118		)	(3,062		)
Income before income taxes	79,614			78,873			165,097			149,139
Provision for income taxes	(26,273		)	(26,817		)	(54,482		)	(50,707		)
Net income	$	53,341		$	52,056		$	110,615		$	98,432
Net income per common share–Basic	$	.60		$	.59		$	1.24		$	1.12
Average common shares outstanding-Basic	89,544,531			88,362,802			89,496,115			88,190,725
Net income per common share-Diluted	$	.58		$	.58		$	1.21		$	1.09
Average common shares outstanding-Diluted	91,740,798			90,272,291			91,635,938			90,089,494

See accompanying notes to condensed consolidated financial statements.

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AMPHENOL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
(dollars in thousands)

	Six months ended June 30,
	2006				2005
Net income	$	110,615			$	98,432
Adjustments for cash from operations:
Depreciation and amortization	36,480				23,513
Amortization of deferred debt issuance costs	262				729
Stock-based compensation	3,987				—
Casualty loss related to flood, net of insurance recoveries	15,000				—
Net change in operating assets and liabilities	(37,152			)	(41,234			)
Other long term assets and liabilities	13,783				6,257
Cash flow provided by operations	142,975				87,697
Cash flow from investing activities:
Capital additions, net	(33,931			)	(27,913			)
Proceeds from disposal of fixed assets	1,844				—
Investments in acquisitions	(14,848			)	(100,178			)
Cash flow used by investing activities	(46,935			)	(128,091			)
Cash flow from financing activities:
Net change in borrowings under revolving credit facilities	(76,157			)	28,007
Decrease in borrowings under bank agreement	—				(2,000			)
Purchase of treasury stock	(20,216			)	(4,723			)
Proceeds from exercise of stock options	9,763				17,043
Excess tax benefits from stock-based payment arrangements	3,185				—
Dividend payments	(5,364			)	(2,643			)
Cash flow (used by) provided by financing activities	(88,789			)	35,684
Net change in cash and short-term cash investments	7,251				(4,710			)
Cash and short-term cash investments balance, beginning of period	38,669				30,172
Cash and short-term cash investments balance, end of period	$		45,920		$		25,462
Cash paid during the year for:
Interest	$	20,774			$	10,611
Income taxes paid, net of refunds	46,700				48,384

See accompanying notes to condensed consolidated financial statements.

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AMPHENOL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share data)

Note 1-Principles of Consolidation and Interim Financial Statements

The condensed consolidated balance sheets as of June 30, 2006 and December 31, 2005, the related condensed consolidated statements of income for the three and six months ended June 30, 2006 and 2005 and the condensed consolidated statements of cash flow for the six months ended June 30, 2006 and 2005 include the accounts of Amphenol Corporation and its subsidiaries (the “Company”). The interim financial statements included herein are unaudited. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of such interim financial statements have been included. The results of operations for the three and six months ended June 30, 2006 are not necessarily indicative of the results to be expected for the full year. These financial statements and the related notes should be read in conjunction with the financial statements and notes included in the Company’s 2005 Annual Report on Form 10-K.

Note 2-Inventories

Inventories consist of:

	June 30, 2006		December 31, 2005
Raw materials and supplies	$	96,374	$	101,042
Work in process	184,545		141,944
Finished goods	85,459		82,879
	$	366,378	$	325,865

Note 3-Reportable Business Segments

The Company has two reportable business segments: (i) interconnect products and assemblies and (ii) cable products. The interconnect products and assemblies segment produces connectors and connector assemblies primarily for the communications, military, aerospace, industrial and automotive markets. The cable products segment produces coaxial and flat ribbon cable and related products primarily for the communications markets, including cable television. The Company’s two reportable segments are an aggregation of business units that have similar production processes and products. The Company evaluates the performance of business units on, among other things, profit or loss from operations before interest expense, headquarters’ expense allocations, stock-based compensation expense, income taxes and nonrecurring gains and losses.

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The segment results for the three months ended June 30, 2006 and 2005 are as follows:

	Interconnect products and assemblies				Cable products				Total
	2006		2005		2006		2005		2006		2005
Net sales
-external	$	541,132	$	389,163	$	65,466	$	54,479	$	606,598	$	443,642
-inter-segment	1,078		620		4,100		4,200		5,178		4,820
Segment operating income	108,559		85,327		7,793		7,044		116,352		92,371

The segment results for the six months ended June 30, 2006 and 2005 are as follows:

	Interconnect products and assemblies				Cable products				Total
	2006		2005		2006		2005		2006		2005
Net sales
-external	$	1,050,190	$	750,318	$	125,399	$	102,719	$	1,175,589	$	853,037
-inter-segment	1,941		1,092		8,127		8,121		10,068		9,213
Segment operating income	208,428		161,118		14,084		13,219		222,512		174,337

Reconciliation of segment operating income to consolidated income before income taxes for the three and six months ended June 30, 2006 and 2005:

	Three months ended June 30,						Six months ended June 30,
	2006			2005			2006			2005
Segment operating income	$	116,352		$	92,371		$	222,512		$	174,337
Interest expense	(10,002		)	(5,775		)	(20,186		)	(11,178		)
Other expenses, net	(9,530		)	(7,723		)	(18,242		)	(14,020		)
Stock-based compensation expense	(2,206		)	—			(3,987		)	—
Casualty loss related to flood	(15,000		)	—			(15,000		)	—
Consolidated income before income taxes	$	79,614		$	78,873		$	165,097		$	149,139

Note 4-Comprehensive Income

Total comprehensive income for the six months ended June 30, 2006 and 2005 is summarized as follows:

	2006		2005
Net income	$	110,615	$	98,432
Translation adjustments	10,969		(12,319		)
Revaluation of interest rate derivatives	6,036		667
Total comprehensive income	$	127,620	$	86,780

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Note 5-Commitments and Contingencies

In the course of pursuing its normal business activities, the Company is involved in various legal proceedings and claims. Management does not expect that amounts, if any, which may be required to be paid by reason of such proceedings or claims will have a material effect on the Company’s consolidated financial position or results of operations.

Certain operations of the Company are subject to federal, state and local environmental laws and regulations that govern the discharge of pollutants into the air and water, as well as the handling and disposal of solid and hazardous wastes. The Company believes that its operations are currently in substantial compliance with applicable environmental laws and regulations and that the costs of continuing compliance will not have a material effect on the Company’s financial position or results of operations.

The Company is currently involved in the environmental cleanup of several sites for conditions that existed at the time Amphenol Corporation was acquired from Allied Signal Corporation in 1987 (Allied Signal merged with and into Honeywell International Inc. (“Honeywell”) in December 1999). Amphenol Corporation and Honeywell were named jointly and severally liable as potentially responsible parties in relation to such sites. Amphenol Corporation and Honeywell have jointly consented to perform certain investigations and remedial and monitoring activities at two sites and they have been jointly ordered to perform work at another site. The costs incurred relating to these three sites are reimbursed by Honeywell based on an agreement (the “Honeywell Agreement”) entered into in connection with the acquisition in 1987. For sites covered by the Honeywell Agreement, to the extent that conditions or circumstances occurred or existed at the time of or prior to the acquisition, Honeywell is obligated to reimburse Amphenol Corporation 100% of such costs. Honeywell representatives continue to work closely with the Company in addressing the most significant environmental liabilities covered by the Honeywell Agreement. Management does not believe that the costs associated with resolution of these or any other environmental matters will have a material adverse effect on the Company’s consolidated financial position or results of operations. Substantially all of the environmental cleanup matters identified by the Company to date, including those referred to above, are covered under the Honeywell Agreement.

Note 6-New Accounting Pronouncements

On July 13, 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation (“FIN”) No. 48, “Accounting for Uncertainty in Income Taxes”.  FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with FASB Statement No. 109, “Accounting for Income Taxes”. FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This statement is effective for fiscal years beginning after December 15, 2006. The Company is in the process of evaluating the potential impact of FIN 48.

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Note 7-Stock-Based Compensation

The Company has two option plans (the “Option Plans”), the 1997 Option Plan and the 2000 Option Plan, which was amended in January 2006 to increase the number of shares of Common Stock reserved for issuance as well as to increase the number of options that may be granted to any one participant. The Option Plans authorize the granting of stock options by a committee of the Board of Directors. At June 30, 2006, the maximum number of shares of common stock available for the granting of stock options under the Option Plans was 3,645,430. Options granted under the Option Plans vest ratably over a period of five years and are exercisable over a period of ten years from the date of grant. In addition, shares issued in conjunction with the exercise of stock options under the Option Plans are subject to Management Stockholder Agreements   In 2004, the Company adopted the 2004 Stock Option Plan for Directors of Amphenol Corporation (the “Directors Plan”). The Directors Plan is administered by the Board of Directors. At June 30, 2006, the maximum number of shares of common stock available for the granting of stock options under the Directors Plan was 190,000. Options granted under the Directors Plan vest ratably over a period of three years and are exercisable over a period of ten years from the date of grant.

In December 2004, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 123(R), “Share-Based Payment”. This pronouncement amends SFAS No. 123, “Accounting for Stock-Based Compensation”, as amended by SFAS No. 148, “Accounting for Stock-Based Compensation - Transition and Disclosure, an Amendment of FASB Statement No. 123”, and supersedes Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees”.  SFAS No. 123(R) requires that companies account for awards of equity instruments under the fair value method of accounting and recognize such amounts in their statements of operations. The Company adopted SFAS No. 123(R) on January 1, 2006 using the modified prospective method and, in connection therewith compensation expense is recognized in its consolidated statement of income for the three and six months ended June 30, 2006 over the service period that the awards are expected to vest.  The Company recognizes expense for stock-based compensation with graded vesting on a straight-line basis over the vesting period of the entire award. Stock-based compensation expense includes the estimated effects of forfeitures, and estimates of forfeitures will be adjusted over the requisite service period to the extent actual forfeitures differ, or are expected to differ from such estimates.  Changes in estimated forfeitures will be recognized in the period of change and will also impact the amount of expense to be recognized in future periods.  Prior to January 1, 2006, the Company recorded stock-based compensation in accordance with the provisions of APB Opinion 25. The Company estimated the fair value of stock option awards in accordance with SFAS No. 123, “Accounting for Stock-Based Compensation”, and disclosed the resulting estimated compensation effect on net income on a pro forma basis.   As a result of adopting SFAS 123(R) on January 1, 2006 the Company’s income before income taxes and net income was reduced by $2,206 and $1,464, respectively for the three months ended June 30, 2006 or $.02 per share, and $3,987 and $2,671, respectively for the six months ended June 30, 2006 or $.03 per share. The expense incurred for stock-based compensation plans is classified in selling, general and administrative expenses on the accompanying statement of income.

The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of FASB Statement No. 123, “Accounting for Stock-Based Compensation”, to stock-based employee compensation for the three and six months ended June 30, 2005:

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	Three months ended June 30, 2005			Six months ended June 30, 2005
Net Income	$	52,056		$	98,432
Less: Total stock-based compensation expense determined under the Black-Scholes option model, net of related tax effects	(1,278		)	(2,276		)
Pro forma net income	$	50,778		$	96,156
Earnings Per Share:
Basic-as reported	.59			1.12
Basic-pro forma	.57			1.09
Diluted-as reported	.58			1.10
Diluted-pro forma	.56			1.06

The fair value of stock options granted for the three months and six months ended June 30, 2005 has been estimated at the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions.

Expected volatility	25	%
Expected dividend yield	0.3	%
Expected term (in years)	5
Risk free interest rate	4.0	%

At grant date, the weighted average fair value of options granted during the three and six months ended June 30, 2005 was $10.69 and $10.68, respectively. A summary of option activity under the Option Plans as of June 30, 2006 and changes during the six months then ended is as follows:

	Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Options outstanding at December 31, 2005	6,393,506		$	24.68
Options granted	—		—
Options exercised	(202,282	)	19.97
Options cancelled	(17,320	)	25.75
Options outstanding at March 31, 2006	6,173,904		$	24.54	6.23	$	170,670
Options granted	1,133,600		53.62
Options exercised	(243,447	)	23.53
Options cancelled	(11,100	)	34.03
Options outstanding at June 30, 2006	7,052,957		$	29.23	6.64	$	188,518
Exercisable at June 30, 2006	3,889,830		$	21.75	5.11	$	133,089

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A summary of the status of the Company’s non-vested options as of June 30, 2006 and changes during the six months then ended is as follows:

	Options		Weighted Average Fair Value at Grant Date
Non-vested options at December 31, 2005	3,041,288		$	9.13
Options granted	—		—
Options vested	(1,333	)	8.37
Options cancelled	(17,320	)	8.80
Non-vested options at March 31, 2006	3,022,635		$	9.13
Options granted	1,133,600		18.40
Options vested	(982,008	)	9.00
Options cancelled	(11,100	)	10.06
Non-vested options at June 30, 2006	3,163,127		$	12.49

During the three and six months ended June 30, 2006 and 2005, the following activity occurred under our plans:

	Three months ended June 30,				Six months ended June 30,
	2006		2005		2006		2005
Total intrinsic value of stock options exercised	$	8,670	$	9,462	$	14,609	$	14,571
Total fair value of stock awards vested	8,837		10,720		8,848		10,720

On June 30, 2006 the total compensation cost related to non-vested options not yet recognized is approximately $33,300, with a weighted average expected amortization period of 3.92 years.

Note 8-Shareholders’ Equity

On March 4, 2004, the Company announced that its Board of Directors authorized an open-market stock repurchase program (the “Program”) of up to 2.0 million shares of its common stock during the period ended December 31, 2005. On October 20, 2004, the Program was amended to increase the number of authorized shares to 5.0 million and to extend the expiration date until September 30, 2006. At June 30, 2006, approximately 3.0 million shares of common stock remained available for repurchase under the Program. On July 27, 2006, the Program was amended to extend the expiration date until December 31, 2008.

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On January 19, 2005, the Company announced that it would commence payment of a quarterly dividend on its common stock of $.03 per share. The Company paid a quarterly dividend in the amount of $2.7 million or $.03 per share on July 5, 2006 to shareholders of record as of June 14, 2006. Cumulative dividends paid during 2006, including the July 5, 2006 payment, were $8.2 million.

Note 9-Benefit Plans

The Company and its domestic subsidiaries have a defined benefit pension plan covering the majority of U.S. employees. Plan benefits are generally based on years of service and compensation and are currently noncontributory. Certain foreign subsidiaries have defined benefit plans covering their employees. Certain U.S. employees not covered by the defined benefit plan are covered by defined contribution plans. The Company also provides certain health care and life insurance benefits to certain eligible retirees through post-retirement benefit programs. The following is a summary, based on the most recent actuarial valuations, of the Company’s net cost for pension benefits and other benefits for the three and six months ended June 30, 2006 and 2005:

	Pension Benefits						Other Benefits
	Three months ended June 30,
	2006			2005			2006		2005
Service cost	$	2,522		$	2,061		$	33	$	29
Interest cost	4,722			4,570			184		196
Expected return on plan assets	(5,368		)	(5,317		)	—		—
Amortization of transition obligation	(24		)	(18		)	16		16
Amortization of prior service cost	396			397			—		—
Amortization of net actuarial losses	2,218			1,705			317		269
Net benefits cost	$	4,466		$	3,398		$	550	$	510

	Pension Benefits						Other Benefits
	Six months ended June 30,
	2006			2005			2006		2005
Service cost	$	4,998		$	4,142		$	66	$	57
Interest cost	9,392			9,172			368		393
Expected return on plan assets	(10,706		)	(10,646		)	—		—
Amortization of transition obligation	(48		)	(35		)	32		31
Amortization of prior service cost	792			794			—		—
Amortization of net actuarial losses	4,419			3,417			634		539
Net benefits cost	$	8,847		$	6,844		$	1,100	$	1,020

The Company plans on making a voluntary cash contribution to the U.S. pension plan of approximately $15,000 in September 2006.

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Note 10-TCS Acquisition

On December 1, 2005, pursuant to an Asset and Stock Purchase Agreement dated October 10, 2005 by and among the Company and Teradyne, Inc., a Massachusetts corporation (“Teradyne”), the Company purchased substantially all of the assets and assumed certain of the liabilities of Teradyne’s backplane and connection systems business segment (“TCS”), including the stock of certain of its operating subsidiaries for a total purchase price of approximately $384,700 in cash including purchase price adjustments of approximately $5,300. In addition, the Company incurred approximately $8,800 of transaction related expenses. The purchase price was financed through borrowings under the Company’s revolving credit facility (Note 12). The accompanying Condensed Consolidated Statement of Income for the three and six months ended June 30, 2006, includes the results of TCS. TCS had sales of approximately $110,000 and $204,000, respectively, and operating income margins of approximately 13% and 12%, respectively, for the three and six months ended June 30, 2006. The Company incurred additional interest expense of approximately $5,400 and $10,900 during the three and six month period as a result of the incremental borrowings. As such, TCS contributed approximately $.07 and $.10, respectively,  to diluted earnings per share for the three and six months ended June 30, 2006.

TCS is headquartered in Nashua, New Hampshire and is a leading supplier of high-speed, high-density, printed circuit board interconnect products. TCS sells its products primarily to the data communications, storage and server markets and wireless infrastructure markets. TCS had total sales of approximately $373,000 for the year ended December 31, 2005.

The TCS acquisition was accounted for using the purchase method of accounting in accordance with SFAS No. 141, “Business Combinations”. Accordingly, the purchase price was allocated first to the tangible and identifiable assets and then to the liabilities of TCS based upon their fair market values. The excess purchase price over the fair market value of the underlying net assets acquired was allocated to goodwill. The Company is in the process of completing its analysis of fair value attributes of the assets acquired through the use of independent appraisals and management’s estimates. It is anticipated that the final assessment of values will not differ materially from the preliminary assessment.

Note 11-Goodwill and Other Intangible Assets

As of June 30, 2006, the Company has goodwill totaling $910,247 of which $836,698 related to the interconnect products and assemblies segment with the remainder related to the cable products segment. For the six months ended June 30, 2006, goodwill increased by $23,527, primarily as a result of an acquisition with an aggregate acquisition price of approximately $18,200 less the fair value of assets acquired of approximately $5,700, plus the recording of liabilities for performance-based additional cash consideration and net purchase accounting adjustments related to prior year acquisitions of approximately $6,500 and $4,100, respectively. The increase in goodwill was related to the interconnect products and assemblies segment. The Company is in the process of completing its analysis of fair value attributes of the assets acquired related to certain 2005 and 2006 acquisitions and it is anticipated that the final assessment of values will not differ materially from the preliminary assessment.

The Company does not have any intangible assets, other than goodwill, that are not subject to amortization. As of June 30, 2006, the Company has acquired amortizable intangible assets with a total gross carrying amount of $52,091 of which $30,700, $9,500 and $6,000 relate to proprietary technology, customer relationships and license agreements, respectively, with the remainder relating to other amortizable intangible assets. The accumulated amortization related to these intangibles as of June 30, 2006 totaled $6,742 of which $1,164, $1,078 and $497 relate to proprietary technology, customer relationships and license agreements, respectively, with the remainder relating to other amortizable intangible assets. Intangible assets are included

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in other assets in the accompanying balance sheets. The aggregate amortization expense for the three and six months ended June 30, 2006 was approximately $1,304 and $2,847, respectively, and amortization expense estimated for each of the next five fiscal years, including 2006, is approximately $5,100.

Note 12–Long-Term Debt

On July 15, 2005, the Company completed a refinancing of its senior secured credit facility. The new bank agreement (the “Revolving Credit Facility”) is comprised of a five-year $750,000 unsecured revolving credit facility that expires in July 2010, of which approximately $440,000 was drawn at the closing of the refinancing. The net proceeds from the refinancing were used to repay all amounts outstanding under the Company’s previous senior credit facility and for working capital purposes. On November 15, 2005, the Company exercised its option to increase the aggregate commitments under the Revolving Credit Facility by an additional $250,000 thereby increasing the Revolving Credit Facility to $1,000,000 from $750,000. On August 1, 2006, the Company amended the Revolving Credit Facility to reduce borrowing costs and increase the general indebtedness basket by $250 million through an accordion feature similar to that exercised on November 15, 2005. In addition, the term of the Revolving Credit Facility was extended from July 2010 to August 2011.

At June 30, 2006, availability under the Revolving Credit Facility was $329,737, after a reduction of $12,263 for outstanding letters of credit. In connection with the 2005 refinancing, the Company incurred one-time expenses for the early extinguishment of debt of $2,398 (less tax effects of $791) or $.02 per share after tax. Such one-time expenses include the write-off of unamortized deferred debt issuance costs less the gain on the termination of related interest rate swap agreements. At June 30, 2006, the Company’s interest rate on borrowings under the Revolving Credit Facility is LIBOR plus 60 basis points. The Company also pays certain annual agency and facility fees. The Revolving Credit Facility requires that the Company satisfy certain financial covenants including an interest coverage ratio (EBITDA divided by interest expense) of higher than 3X and a leverage ratio (debt divided by EBITDA) lower than 3.50X; at June 30, 2006, such ratios as defined in the Revolving Credit Facility were 9.79X and 1.68X, respectively. The Revolving Credit Facility also includes limitations with respect to, among other things, (i) indebtedness in excess of $50,000 for capital leases, $450,000 for general indebtedness, $200,000 for acquisition indebtedness, (of which approximately $8,281, $12,105 and $0 were outstanding at June 30, 2006, respectively), (ii) restricted payments including dividends on the Company’s Common Stock in excess of 50% of consolidated cumulative net income subsequent to July 15, 2005 plus $250,000, or approximately $356,580 at June 30, 2006, (iii) required consolidated net worth equal to 50% of cumulative consolidated net income commencing April 1, 2005 plus 100% of net cash proceeds from equity issuances commencing April 1, 2005, plus $400,000, or approximately $535,289 at June 30, 2006, (iv) creating or incurring liens, (v) making other investments, and (vi) acquiring or disposing of assets. At June 30, 2006, the Company was in compliance with these covenants and the Company’s credit rating from Standard & Poor’s was BBB- and from Moody’s was Ba1.

In conjunction with borrowings under the Revolving Credit Facility, the Company has entered into interest rate swap agreements that fixed the Company’s LIBOR interest rate on $150,000, $250,000 and $250,000 of floating rate bank debt at 4.82%, 4.24% and 4.85%, expiring in December 2007, July 2008 and December 2008, respectively. While it is not the Company’s intention to terminate the interest rate swap agreements, the fair value of such agreements was estimated by obtaining quotes from brokers which represented the amounts that the Company would receive or pay if the agreements were terminated. The fair value indicated that termination of the agreements at June 30, 2006 would have resulted in a pre-tax gain of $11,643; such gain, net of tax of $4,459  was recorded in other comprehensive income.

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Note 13 – Casualty Loss Related to Flood

The Company incurred damage at its Sidney, New York manufacturing facility as a result of severe and sudden flooding in New York state during the period from June 28 through July 1, 2006. As a result, in the second quarter the Company recorded a charge of $15,000 or $.11 per share for property-related damage, net of expected insurance recoveries. This charge includes the Company’s best estimate of the loss related to inventory and machinery and equipment. In the third quarter, the Company expects to incur approximately $5,000 or $.04 per share of additional expenses related to cleanup and repair efforts, net of insurance recoveries.

Note 14 – Off-Balance Sheet Arrangement - Accounts Receivable Securitization

On July 31, 2006, the Company terminated its existing accounts receivable securitization facility and entered into a new Receivables Purchase Agreement (the “New Agreement”). The new agreement allows the Company to sell an undivided interest of up to $100,000 in a designated pool of qualified accounts receivable at costs that are lower than the previous agreement. The remaining terms and conditions of the new agreement remained substantially the same as the previous facility. The new agreement includes certain covenants and provides for various events of termination and expires in July 2009. At June 30, 2006 and December 31, 2005, approximately $85,000 of receivables were sold under the existing agreement and are therefore not reflected in the accounts receivable balance in the accompanying Condensed Consolidated Balance Sheets.

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MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(dollars in millions, unless otherwise noted, except per share data)

Item 2.Results of Operations

Quarter and six months ended June 30, 2006 compared to the quarter and six months ended June 30, 2005

Net sales increased approximately 37% and 38% to $606.6 and $1,175.6, respectively, in the second quarter and first six months of 2006, compared to sales of $443.6 and $853.0, respectively, for the same periods in 2005. Sales of interconnect products and assemblies increased 39% in both US dollars and in local currencies in the second quarter of 2006 compared to 2005 ($541.1 in 2006 versus $389.2 in 2005) and 40% in US dollars and 41% in local currencies in the first six months of 2006 compared to the same period in 2005 ($1,050.2 in 2006 versus $750.3 in 2005). Sales increased in the Company’s major end markets including the mobile communications market, the information technology and data communications equipment market, and industrial market. Sales in the military/aerospace market were adversely impacted by approximately $10.0 due to business interruption related to the flood at the Company’s Sidney, New York facility further described below. Sales increases occurred in all major geographic regions and resulted from acquisitions, the continuing development of new application specific solutions and value added products and increased worldwide presence with the leading companies in target markets. Sales of cable products increased 20% and 22%, respectively, in the second quarter and first six months of 2006 compared to the same periods in 2005 ($65.5 and $125.4 in 2006 versus $54.5 and $102.7 in 2005). Such increase is primarily attributable to increased sales of coaxial cable products for the broadband communications market resulting from increased capital spending by both domestic and international cable operators for network upgrades and expansion and the impact of price increases. Geographically, sales in the United States in the second quarter and first six months of 2006 increased approximately 33% and 36% compared to the same periods in 2005 ($262.0 and $515.7 in 2006 versus $197.8 and $378.8 in 2005). International sales for the second quarter and first six months of 2006 increased approximately 40% and 39%, respectively, in U.S. dollars ($344.6 and $659.9 in 2006 versus $245.8 and $474.2 in 2005) and increased approximately 40% and 41%, respectively,  in local currency compared to 2005. Currency translation had the effect of increasing sales in the second quarter by approximately $2.1 when compared to exchange rates for the second quarter of 2005, and decreasing sales for the first six months of 2006 by approximately $8.1 when compared to exchange rates for the first six months of 2005.

The gross profit margin as a percentage of net sales (excluding depreciation from cost of sales) was 34.6% and 34.5% for the second quarter and first six months of 2006 compared to 36.3% and 36.0% for the second quarter and first six months of 2005, respectively. The decline in gross margin percentage resulted from  declines in both the cable product segment margins and the interconnect segment margins. The operating margins for the cable products segment decreased by approximately 1.0% and 1.7% in the second quarter and first six months of 2006, respectively, compared to the same periods in 2005. The decrease in margin for cable products is due primarily to higher material and freight costs in 2006 driven by higher commodity and energy prices offset, in part, by the impact of price increases. The Company implemented further price increases in this segment in July in response to material cost increases. The gross margin percentages in the interconnect segment decreased approximately 1.8% and 1.7%, respectively, for  the second quarter and the first six months of 2006 when compared to the same periods in 2005 primarily as a result of the impact of the TCS acquisition (Note 10). TCS has margins that are lower than the average of the Company and while the acquisition added approximately $.07 and $.10 per share to diluted earnings per share in the second quarter and first six months of 2006, respectively, its inclusion in the consolidated results lowered the margin percentage. Interconnect segment margins excluding the impact of TCS were consistent with the prior year margins  as  the continuing development of new higher margin application specific products, excellent operating leverage on incremental

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volume and aggressive programs of cost control offset  cost increases resulting primarily from higher material costs. Depreciation and amortization expense increased to $18.7 and $36.5 in the second quarter and first six months of 2006, respectively, from $12.7 and $23.5, in the same periods of 2005 and was approximately 3.0% of sales in both periods of 2006 and 2005. The majority of the increase relates to the impact of acquisitions including amortization of related intangibles of approximately $1.3 and $2.8 in the second quarter and first six months of 2006, respectively, and to a lesser extent depreciation on new capital expenditures. Depreciation and amortization expenses excluding the impact of the TCS acquisition was approximately 3% of sales for both periods in 2006.

Selling, general and administrative expenses increased to $83.0 and $162.8, respectively, or 13.7% and 13.8% of net sales in the second quarter and first six months of 2006 compared to $62.5 and $120.3, respectively, or 14.1% of net sales in the second quarter and first six months of 2005. The increase in expense in the second quarter and first six months of 2006 is attributable to the impact of acquisitions, increases in selling expense and research and development costs resulting from higher sales volume and increased spending relating to new product development, increased administrative costs for insurance and pension expenses and $2.2 and $4.0, respectively, related to stock-based compensation expense as a result of the adoption of Statement of Financial Accounting Standard (“SFAS”) No. 123(R) “Share-Based Payment” which was effective on January 1, 2006.

The Company incurred a casualty loss during the second quarter of 2006 of $15.0 or $.11 per share, net of expected insurance recoveries, due to property-related damages incurred by the Company at its Sidney, New York manufacturing facility as a result of severe and sudden flooding in New York state during the period from June 28 through July 1, 2006. This charge includes the Company’s best estimate of the loss related to inventory and machinery and equipment. In the third quarter, the Company expects to incur approximately $5.0 or $.04 per share in expenses related to cleanup and repair efforts, net of insurance recoveries. In addition, the Sidney facility had limited manufacturing and sales activity for the period from June 28 to July 14. This reduced sales by approximately $10.0 in the second quarter and is expected to reduce sales by approximately $15.0 in the third quarter. As the result of significant effort by plant management and employees, the plant is expected to be substantially back to full production capability in August.

Other expense, net, for the second quarter of 2006 and 2005 was $3.4 and $1.4, respectively, and was comprised primarily of program fees on the sale of accounts receivable ($1.3 in 2006 and $.9 in 2005), minority interests ($1.7 in 2006 and $.7 in 2005), and agency and commitment fees on the Company’s senior credit facility ($.5 in 2006 and $.3 in 2005).

Other expense, net, for the first six months of 2006 and 2005 was $6.1 and $3.1, respectively, and was comprised primarily of program fees on the sale of accounts receivable ($2.5 in 2006 and $1.7 in 2005), minority interests ($2.8 in 2006 and $1.4 in 2005), and agency and commitment fees on the Company’s senior credit facility ($1.1 in 2006 and $.6 in 2005).

Interest expense for the second quarter and six months of 2006 was $10.0 and $20.2, respectively,  compared to $5.8 and $11.2, respectively, for the same periods in 2005. The increase for the second quarter and six months of 2006 compared to the 2005 periods is attributable primarily to higher average debt levels as well as the result of higher interest rates. The higher debt levels relate to the funding of the TCS acquisition.

In December 2004, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 123(R), “Share-Based Payment”. This pronouncement amends SFAS No. 123, “Accounting for Stock-Based Compensation”, as amended by SFAS No. 148, “Accounting for Stock-Based Compensation - Transition and Disclosure, an Amendment of FASB Statement No. 123”, and supersedes Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees”.  SFAS No. 123(R) requires that

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companies account for awards of equity instruments under the fair value method of accounting and recognize such amounts in their statements of operations. The Company adopted SFAS No. 123(R) on January 1, 2006 using the modified prospective method and, in connection therewith compensation expense is recognized in its consolidated statement of income for the three and six months ended June 30, 2006 over the service period that the awards are expected to vest.  The Company recognizes expense for all stock-based compensation with graded vesting on a straight-line basis over the vesting period of the entire award. Stock-based compensation expense includes the estimated effects of forfeitures, and estimates of forfeitures will be adjusted over the requisite service period to the extent actual forfeitures differ, or are expected to differ from such estimates.  Changes in estimated forfeitures will be recognized in the period of change and will also impact the amount of expense to be recognized in future periods.  Prior to January 1, 2006, the Company recorded stock-based compensation in accordance with the provisions of APB Opinion 25. The Company estimated the fair value of stock option awards in accordance with SFAS No. 123, “Accounting for Stock-Based Compensation”, and disclosed the resulting estimated compensation effect on net income on a pro forma basis.   As a result of adopting SFAS 123(R) on January 1, 2006 the Company’s income before income taxes and net income was reduced by $2.2 and $1.5, respectively, for the three months ended June 30, 2006 or $.02 per share, and $4.0 and $2.7, respectively, for the six months ended June 30, 2006 or $.03 per share.

The provision for income taxes for the second quarter and first six months of 2006 was at an effective rate of 33% compared with an effective rate of 34% for the same periods in 2005. In the third quarter of 2005, the Company adjusted its 2005 effective tax rate from 34% to 33% to reflect the impact of the American Jobs Creation Act of 2004 (the “Act”). The 2006 tax rate reflects the benefit of certain ongoing provisions of the Act and the impact of higher income levels in certain foreign tax jurisdictions.

Liquidity and Capital Resources

Cash provided by operating activities was $143.0 in the first six months of 2006 compared to $87.7 in the same 2005 period. The increase in cash flow related primarily to an increase in net income as well as a smaller increase in the 2006 period in the non-cash components of working capital. The non-cash components of working capital increased $37.2 in the first six months of 2006 due primarily to increases of $22.0 and $42.5, respectively, in accounts receivable and inventory due to higher levels of sales and an increase in other current assets of $10.3, partially offset by an increase in accounts payable and accrued expenses of $30.1 and $7.6, respectively, due to increased activity. The non-cash components of working capital increased $41.2 in the first six months of 2005 due primarily to a decrease of $17.8 in accrued liabilities resulting primarily from increased income tax payments, increases of $19.0 and $18.5, respectively, in accounts receivable and inventory due to higher levels of sales and an increase in other current assets of $3.8, partially offset by an increase in receivables sold under the Company’s account receivable securitization program of $5.0 and an increase in accounts payable of $12.9 due to increased activity.

Accounts receivable increased $34.0, due primarily to increased sales volume and to a lesser extent from the translation impact resulting from a relatively weaker U.S. dollar at June 30, 2006 compared to December 31, 2005 and acquisitions. Days sales outstanding, computed before sales of receivables, decreased 2.8 days to 62.3 days. Inventory increased $40.5 to $366.4 primarily due to the impact of higher sales volume, inventory from acquired companies and the translation impact resulting from a relatively weaker U.S. dollar at June 30, 2006 as compared to December 31, 2005. Inventory turnover, excluding the impact of acquisitions, increased from 4.2x at December 31, 2005 to 4.4x at June 30, 2006. Land and depreciable assets, net, increased $3.7 to $257.6 reflecting capital expenditures of $33.9, assets from acquired companies and the translation impact resulting from a relatively weaker U.S. dollar at June 30, 2006 as compared to December 31, 2005 partially offset by depreciation expense of $33.6. Goodwill increased $23.5 to $910.2, primarily as a result of an acquisition in the first six months of 2006 as well as adjustments relative to prior year acquisitions including performance based additional cash purchase consideration. Other accrued expenses increased $24.9 to $73.0

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primarily due to the reclassification from long-term liabilities and initial recording of  accrued expenses for performance based additional cash purchase consideration associated with certain acquisitions  and increased activity. Other long-term liabilities decreased $2.4 to $30.2 due to the reclassification noted above to current liabilities offset by an increase in deferred tax and minority interest liabilities. Accounts payable increased $37.9 to $215.1 as a result of higher operating levels.

For the first six months of 2006, cash from operating activities of $143.0, proceeds from the exercise of stock options including excess tax benefits from stock-based payment arrangements of $12.9  and proceeds from the disposal of fixed assets of $1.8 were used to fund capital expenditures of $33.9, acquisitions of $14.8, dividend payments of $5.4, a net debt reduction of $76.2, purchases of treasury stock of $20.2 and an increase of cash on hand of $7.3. For the six months of 2005, cash from operating activities of $87.7, borrowings of $26.0, proceeds from exercise of stock options of $17.0 and a reduction in cash on hand of $4.7 were used primarily to fund capital expenditures of $27.9, acquisitions of $100.2, treasury stock purchases of $4.7 and a dividend payment of $2.6.

On July 15, 2005, the Company completed a refinancing of its senior secured credit facility. The new bank agreement (the “Revolving Credit Facility”) is comprised of a five-year $750.0 unsecured revolving credit facility that expires in July 2010, of which approximately $440.0 was drawn at the closing of the refinancing. The net proceeds from the refinancing were used to repay all amounts outstanding under the Company’s previous senior credit facility and for working capital purposes. On November 15, 2005, the Company exercised its option to increase the aggregate commitments under the Revolving Credit Facility by an additional $250.0 thereby increasing the Revolving Credit Facility to $1,000.0 from $750.0. In December 2005, the TCS acquisition  was funded with borrowings under the revolving credit facility. On August 1, 2006, the Company amended the Revolving Credit Facility to reduce borrowing costs and increase the general indebtedness basket by $250.0 through an accordion feature similar to that exercised on November 15, 2005. In addition, the term of the Revolving Credit Facility was extended from July 2010 to August 2011.

At June 30, 2006, availability under the Revolving Credit Facility was $329.7, after a reduction of $12.3 for outstanding letters of credit. In connection with the 2005 refinancing, the Company incurred one-time expenses for the early extinguishment of debt of $2.4 (less tax effects of $0.8) or $.02 per share after tax. Such one-time expenses include the write-off of unamortized deferred debt issuance costs less the gain on the termination of related interest rate swap agreements. The Company’s interest rate on borrowings under the Revolving Credit Facility is LIBOR plus 60 basis points. The Company also pays certain annual agency and facility fees. The Revolving Credit Facility requires that the Company satisfy certain financial covenants including an interest coverage ratio (EBITDA divided by interest expense) of higher than 3X and a leverage ratio (debt divided by EBITDA) lower than 3.50X; at June 30, 2006, such ratios as defined in the Revolving Credit Facility were 9.79X and 1.68X, respectively. The Revolving Credit Facility also includes limitations with respect to, among other things, (i) indebtedness in excess of $50.0 for capital leases, $450.0 for general indebtedness, $200.0 for acquisition indebtedness, (of which approximately $8.3, $12.1 and $0 were outstanding at June 30, 2006, respectively), (ii) restricted payments including dividends on the Company’s Common Stock in excess of  50% of consolidated cumulative net income subsequent to July 15, 2005 plus $250.0, or approximately $356.6 at June 30, 2006, (iii) required consolidated net worth equal to 50% of cumulative consolidated net income commencing April 1, 2005 plus 100% of net cash proceeds from equity issuances commencing April 1, 2005, plus $400.0, or approximately $535.3 at June 30, 2006, (iv) creating or incurring liens, (v) making other investments, and (vi) acquiring or disposing of assets. At June 30, 2006, the Company was in compliance with these covenants and the Company’s credit rating from Standard & Poor’s was BBB- and from Moody’s was Ba1.

In conjunction with borrowings under the Revolving Credit Facility, the Company has entered into interest rate swap agreements that fixed the Company’s LIBOR interest rate on $150.0, $250.0 and $250.0 of floating rate bank debt at 4.82%, 4.24% and 4.85%, expiring in December 2007, July 2008 and December 2008, respectively.

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While it is not the Company’s intention to terminate the interest rate swap agreements, the fair value of such agreements was estimated by obtaining quotes from brokers which represented the amounts that the Company would receive or pay if the agreements were terminated. The fair value indicated that termination of the agreements at June 30, 2006 would have resulted in a pre-tax gain of $11.6; such gain, net of tax of $4.5 was recorded in other comprehensive income.

A subsidiary of the Company previously had an agreement with a financial institution whereby the subsidiary could sell an undivided interest of up to $85.0 in a designated pool of qualified accounts receivable. The Company serviced, administered and collected the receivables on behalf of the purchaser. On July 31, 2006, the Company terminated its existing accounts receivable securitization facility and entered into a new Receivables Purchase Agreement (the “New Agreement”). The new agreement allows the Company to sell an undivided interest of up to $100.0 in a designated pool of qualified accounts receivable at costs that are lower than the previous agreement. The remaining terms and conditions of the new agreement remained substantially the same as the previous facility. The new agreement includes certain covenants and provides for various events of termination and expires in July 2009. At June 30, 2006 and December 31, 2005, approximately $85.0  of receivables were sold under the existing agreement and are therefore not reflected in the accounts receivable balance in the accompanying Condensed Consolidated Balance Sheets.

The Company’s primary ongoing cash requirements will be for operating and capital expenditures, product development activities, repurchase of its common stock, dividends and debt service. The Company may also use cash to fund all or part of the cost of future acquisitions. The Company’s debt service requirements consist primarily of principal and interest on bank borrowings. The Company’s primary sources of liquidity are internally generated cash flow, the Company’s Revolving Credit Facility and the sale of receivables under the Company’s accounts receivable agreement. The Company expects that ongoing requirements for operating and capital expenditures, product development activities, repurchase of its common stock, dividends and debt service requirements will be funded from these sources; however, the Company’s sources of liquidity could be adversely affected by, among other things, a decrease in demand for the Company’s products, a deterioration in certain of the Company’s financial ratios, a decline in its credit ratings or a deterioration in the quality of the Company’s accounts receivable.

In March 2004, the Company announced that its Board of Directors had authorized an open market stock repurchase program (the “Program”) of up to two million shares of the Company’s common stock during the period ended December 31, 2005. In October 2004, the Program was amended to increase the number of authorized shares to five million and to extend the expiration date until September 30, 2006. The timing and price of any purchases under the Program will depend on market conditions. During the first six months of 2006, the Company purchased approximately 0.4 million shares of common stock. At June 30, 2006, approximately 3.0 million shares remained available for purchase under the Program. On July 27,2006, the Program was amended to extend the expiration date until December 31, 2008.

On January 19, 2005, the Company announced that it would commence payment of a quarterly dividend on its common stock of $.03 per share. The Company paid a quarterly dividend in the amount of $2.7 or $.03 per share on July 5, 2006 to shareholders of record as of June 14, 2006. Cumulative dividends paid during 2006, including the July 5, 2006 payment, were $8.2.

The Company intends to retain the remainder of its earnings to provide funds for the operation and expansion of the Company’s business, repurchase of its common stock and to repay outstanding indebtedness. Management believes that the Company’s working capital position, ability to generate strong cash flow from operations, availability under its Revolving Credit Facility and access to credit markets will allow it to meet its obligations for the next twelve months and the foreseeable future.

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TCS Acquisition

On December 1, 2005, pursuant to an Asset and Stock Purchase Agreement dated October 10, 2005 by and among the Company and Teradyne, Inc., a Massachusetts Corporation (“Teradyne”), the Company purchased substantially all of the assets and assumed certain of the liabilities of Teradyne’s backplane and connection systems business segment (“TCS”), including the stock of certain of its operating subsidiaries for a total purchase price of approximately $384.7 in cash including purchase price adjustments of approximately $5.3. In addition, the Company incurred approximately $8.8 of transaction related expenses. The purchase price was financed through borrowings under the Company’s revolving credit facility (Note 12). The accompanying Condensed Consolidated Statement of Income for the second quarter and six months ended June 30, 2006, includes the results of TCS. TCS had sales of approximately $109.9 and $204.1, respectively, and operating income margins of approximately 13% and 12%, respectively, for the second quarter and six months ended June 30, 2006. In addition, the Company incurred additional interest expense of approximately $5.4 and $10.9 during the periods as a result of the incremental borrowings. As such, TCS contributed approximately $.07 and $.10 to diluted earnings per share for the second quarter and six months ended June 30, 2006.

TCS is headquartered in Nashua, New Hampshire and is a leading supplier of high-speed, high-density, printed circuit board interconnect products. TCS sells its products primarily to the data communications, storage and server markets and wireless infrastructure markets. TCS had total sales of approximately $373.0 for the year ended December 31, 2005.

The TCS acquisition was accounted for using the purchase method of accounting in accordance with SFAS No. 141, “Business Combinations”. Accordingly, the purchase price was allocated first to the tangible and identifiable assets and then to the liabilities of TCS based upon their fair market values. The excess purchase price over the fair market value of the underlying net assets acquired was allocated to goodwill. The Company is in the process of completing its analysis of fair value attributes of the assets acquired through the use of independent appraisals and management's estimates. It is anticipated that the final assessment of values will not differ materially from the preliminary assessment.

Environmental Matters

Certain operations of the Company are subject to federal, state and local environmental laws and regulations that govern the discharge of pollutants into the air and water, as well as the handling and disposal of solid and hazardous wastes. The Company believes that its operations are currently in substantial compliance with all applicable environmental laws and regulations and that the costs of continuing compliance will not have a material effect on the Company’s financial position or results of operations.

The Company is currently involved in the environmental cleanup of several sites for conditions that existed at the time Amphenol Corporation was acquired from Allied Signal Corporation in 1987 (Allied Signal merged with and into Honeywell in December 1999). Amphenol Corporation and Honeywell were named jointly and severally liable as potentially responsible parties in relation to such sites. Amphenol Corporation and Honeywell have jointly consented to perform certain investigations and remedial and monitoring activities at two sites and they have been jointly ordered to perform work at another site. The costs incurred relating to these three sites are reimbursed by Honeywell based on the Honeywell Agreement entered into in connection with the acquisition in 1987. For sites covered by the Honeywell Agreement, to the extent that conditions or circumstances occurred or existed at the time of or prior to the acquisition, Honeywell is obligated to reimburse Amphenol Corporation 100% of such costs. Honeywell representatives continue to work closely with the Company in addressing the most significant environmental liabilities covered by the Honeywell Agreement. Management does not believe that the costs associated with resolution of these or any other environmental matters will have a material adverse effect on the Company’s consolidated financial position or results of operations. Substantially all of the environmental cleanup matters identified by the Company to date, including those referred to above, are covered under the Honeywell Agreement.

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Safe Harbor Statement

Statements in this report that are not historical are “forward-looking” statements, which should be considered subject to the many uncertainties that exist in the Company’s operations and business environment. These uncertainties, which include, among other things, economic and currency conditions, market demand and pricing and competitive and cost factors are set forth in the Company’s 2005 Annual Report on Form 10-K.

Item 3.Quantitative and Qualitative Disclosures About Market Risk

The Company, in the normal course of doing business, is exposed to the risks associated with foreign currency exchange rates and changes in interest rates. There has been no material change in the Company’s assessment of its sensitivity to foreign currency exchange rate risk since its presentation set forth, in Item 7A “Quantitative and Qualitative Disclosures About Market Risk” in its 2005 Annual Report on Form 10-K. Relative to interest rate risk, the Company completed a refinancing of its senior credit facilities during the third quarter 2005 as discussed in Liquidity and Capital Resources above. In conjunction with the 2005 refinancing and the funds drawn in conjunction with the TCS acquisition (Note 10), the Company entered into interest rate swap agreements that fixed the Company’s LIBOR interest rate on $150.0 million, $250.0 million and $250.0 million of floating rate debt at 4.82%, 4.24% and 4.85%, expiring in December 2007, July 2008 and December 2008, respectively. At June 30, 2006, the Company’s average LIBOR rate was 4.62%. A 10% change in the LIBOR interest rate at June 30, 2006 would have the effect of increasing or decreasing interest expense by approximately $.04 million. The Company does not expect changes in interest rates to have a material effect on income or cash flows in 2006, although there can be no assurances that interest rates will not significantly change.

Item 4. Controls and Procedures

Under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, the Company has evaluated the effectiveness of the design and operation of its ”disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) and, based on their evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective as of the end of the period covered by this quarterly report to ensure that the information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms; and that the Company’s disclosure controls and procedures are effective in reasonably assuring that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officer, as appropriate to allow timely decisions regarding required disclosure. There were no significant changes in the Company’s internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the period covered by this quarterly report that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1.Legal Proceedings

None

Item 1A.Risk Factors

There have been no material changes to the Company’s risk factors as disclosed in Part I, Item 1A of the Company’s Form 10-K for the year ended December 31, 2005.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

Repurchase of Equity Securities

On March 4, 2004, the Company announced that its Board of Directors authorized an open-market stock repurchase program of up to 2.0 million shares of its common stock during the period ending December 31, 2005. On October 20, 2004, the Program was amended to increase the number of authorized shares to 5.0 million and to extend the expiration date until September 30, 2006. At June 30, 2006, approximately 3.0 million shares of Common Stock remained available for repurchase under the Program. On July 27, 2006, the Program was amended to extend the expiration date until December 31, 2008.

Period	(a) Total Number of Shares Purchased	(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
January 1, to January 31, 2006	—	$	—	1,673,100	3,326,900
February 1, to February 28, 2006	—	—		1,673,100	3,326,900
March 1, to March 31, 2006	—	—		1,673,100	3,326,900
April 1, to April 30, 2006	—	—		1,673,100	3,326,900
May 1, to May 31, 2006	187,400	55.90		1,860,500	3,139,500
June 1, to June 30, 2006	181,100	53.78		2,041,600	2,958,400
Total	368,500	$	54.86	2,041,600	2,958,400

23

Item 3.Defaults Upon Senior Securities

None

Item 4.Submission of Matters to a Vote of Security Holders –

 The annual meeting of stockholders was held on Wednesday, May 24, 2006.  The following matters were submitted to and approved by the stockholders at the annual meeting:

(i)The election of two directors, Edward G. Jepsen and John R. Lord for three-year terms expiring in the year 2009.  For Edward G. Jepsen, the votes were cast as follows: For – 82,637,029, Withheld – 1,944,232.  For John R. Lord, the votes were cast as follows:  For – 42,575,195, Withheld – 42,006,066.

(ii)Ratification of Deloitte & Touche LLP as independent registered public accountants of the Company.  The votes were cast as follows:  For – 82,602,115, Against – 1,940,275, Abstentions – 38,871.

(iii)Approval of the Third Amended 2000 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries. The votes were cast as follows:  For – 70,410,024, Against – 5,704,417, Abstentions – 135,050, Non Votes – 8,331,770.

Item 5.Other Information

None

24

Item 6.Exhibits –

3.1	By-Laws of the Company as of May 19, 1997 — NXS Acquisition Corp. By-Laws (filed as Exhibit 3.2 to the June 30, 1997 10-Q).*
3.2	Amended and Restated Certificate of Incorporation, dated April 24, 2000 (filed as Exhibit 3.1 to the April 28, 2000 Form 8-K).*
3.3	Certificate of Amendment of Amended and Restated Certificate of Incorporation, dated May 26, 2004 (filed as Exhibit 3.1 to the June 30, 2004 10-Q).*
10.1	Amended and Restated Receivables Purchase Agreement dated as of May 19, 1997 among Amphenol Funding Corp., the Company, Pooled Accounts Receivable Capital Corporation and Nesbitt Burns Securities, Inc., as Agent (filed as Exhibit 10.1 to the June 30, 1997 10-Q).*
10.2	First Amendment to Amended and Restated Receivables Purchase Agreement dated as of September 26, 1997 (filed as Exhibit 10.20 to the September 30, 1997 10-Q).*
10.3	Canadian Purchase and Sale Agreement dated as of September 26, 1997 among Amphenol Canada Corp., Amphenol Funding Corp. and Amphenol Corporation, individually and as the initial servicer (filed as Exhibit 10.21 to the September 30, 1997 10-Q).*
10.4	Second Amendment to Amended and Restated Receivables Purchase Agreement dated as of June 30, 2000 (filed as Exhibit 10.27 to the June 30, 2000 10-Q).*
10.5	Third Amendment to Amended and Restated Receivables Purchase Agreement dated as of June 28, 2001 (filed as Exhibit 10.27 to the September 30, 2001 10-Q).*
10.6	Fourth Amendment to Amended and Restated Receivables Purchase Agreement dated as of September 30, 2001 (filed as Exhibit 10.28 to the September 30, 2001 10-Q).*
10.7	Fifth Amendment to Amended and Restated Receivables Purchase Agreement dated as of May 19, 2004 (filed as Exhibit 10.6 to the June 30, 2004 10-Q).*
10.8	Sixth Amendment to Amended and Restated Receivables Purchase Agreement dated as of June 18, 2004 (filed as Exhibit 10.7 to the June 30, 2004 10-Q).*
10.9	Seventh Amendment to Amended and Restated Receivables Purchase Agreement dated as of June 18, 2004 (filed as Exhibit 10.8 to the June 30, 2004 10-Q).*
10.10	Amended and Restated Receivables Purchase Agreement dated as of July 31, 2006 among Amphenol Funding Corp., the Company, Atlantic Asset Securitization LLC and Calyon New York Branch, as Agent.**
10.11	Amended and Restated Purchase and Sale Agreement dated as of May 19, 1997 among the Originators named therein, Amphenol Funding Corp. and the Company (filed as Exhibit 10.2 to the June 30, 1997 10-Q).*
10.12	First Amendment to Amended and Restated Purchase and Sale Agreement dated as of June 18, 2004 (filed as Exhibit 10.10 to the June 30, 2004 10-Q).*
10.13	Amended and Restated Purchase and Sale Agreement dated as of July 31, 2006 among the Originators named therein, Amphenol Funding Corp. and the Company. **
10.14	1997 Option Plan for Key Employees of Amphenol and Subsidiaries (filed as Exhibit 10.16 to the June 30, 1997 10-Q).*
10.15	Amended 1997 Option Plan for Key Employees of Amphenol and Subsidiaries (filed as Exhibit 10.19 to the June 30, 1998 10-Q).*
10.16	2000 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (filed as Exhibit 10.30 to the June 30, 2001 10-Q).*
10.17	Amended 2000 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (filed as Exhibit 10.2 to the March 31, 2004 10-Q).*
10.18	Second Amended 2000 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (filed as Exhibit 10.35 to the June 30, 2004 10-Q).*
10.19	Third Amended 2000 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries. **

25

10.20	Form of 1997 Management Stockholders’ Agreement (filed as Exhibit 10.50 to the December 31, 2004 10-K)*
10.21	Form of 1997 Non-Qualified Stock Option Agreement (filed as Exhibit 10.51 to the December 31, 2004 10-K)*
10.22	Form of 1997 Sale Participation Agreement (filed as Exhibit 10.52 to the December 31, 2004 10-K)*
10.23	Form of 2000 Management Stockholders’ Agreement (filed as Exhibit 10.53 to the December 31, 2004 10-K)*
10.24	Form of 2000 Management Stockholders’ Agreement as of May 24, 2006.**
10.25	Form of 2000 Non-Qualified Stock Option Agreement (filed as Exhibit 10.54 to the December 31, 2004 10-K)*
10.26	Form of 2000 Non-Qualified Stock Option Agreement as of May 24, 2006.**
10.27	Form of 2000 Sale Participation Agreement(filed as Exhibit 10.55 to the December 31, 2004 10-K)*
10.28	Management Agreement between the Company and Martin H. Loeffler, dated July 28, 1987 (filed as Exhibit 10.7 to the 1987 Registration Statement).*
10.29	Management Stockholders’ Agreement entered into as of May 19, 1997 between the Company and Martin H. Loeffler (filed as Exhibit 10.13 to the June 30, 1997 10-Q).*
10.30	Non-Qualified Stock Option Agreement between the Company and Martin H. Loeffler May 19, 1997 (filed as Exhibit 10.17 to the June 30, 1997 10-Q).*
10.31	Management Stockholders’ Agreement entered into as of June 6, 2000 between the Company and Martin H. Loeffler (filed as Exhibit 10.31 to the December 31, 2001 10-K).*
10.32	Non-Qualified Stock Option Agreement between the Company and Martin H. Loeffler dated as of June 6, 2000 (filed as Exhibit 10.34 to the December 31, 2001 10-K).*
10.33	Management Stockholders’ Agreement entered into as of May 19, 1997 between the Company and Edward G. Jepsen (filed as Exhibit 10.14 to the June 30, 1997 10-Q).*
10.34	Non-Qualified Stock Option Agreement between the Company and Edward G. Jepsen dated as of May 19, 1997 (filed as Exhibit 10.18 to the June 30, 1997 10-Q).*
10.35	Management Stockholders’ Agreement entered into as of June 6, 2000 between the Company and Edward G. Jepsen (filed as Exhibit 10.32 to the December 31, 2001 10-K).*
10.36	Non-Qualified Stock Option Agreement between the Company and Edward G. Jepsen dated as of June 6, 2000 (filed as Exhibit 10.35 to the December 31, 2001 10-K).*
10.37	Management Stockholders’ Agreement entered into as of May 19, 1997 between the Company and Timothy F. Cohane (filed as Exhibit 10.15 to the June 30, 1997 10-Q).*
10.38	Non-Qualified Stock Option Agreement between the Company and Timothy F. Cohane dated as of May 19, 1997 (filed as Exhibit 10.19 to the June 30, 1997 10-Q).*
10.39	Management Stockholders’ Agreement entered into as of June 6, 2000 between the Company and Timothy F. Cohane (filed as Exhibit 10.33 to the December 31, 2002 10-K).*
10.40	Non-Qualified Stock Option Agreement between the Company and Timothy F. Cohane dated as of June 6, 2000 (filed as Exhibit 10.36 to the December 31, 2001 10-K).*
10.41	Pension Plan for Employees of Amphenol Corporation as amended and restated effective January 1, 2002 (filed as Exhibit 10.7 to the December 31, 2001 10-K).*
10.42	Amphenol Corporation Supplemental Employee Retirement Plan formally adopted effective January 25, 1996 (filed as Exhibit 10.18 to the 1996 10-K).*
10.43	First Amendment (2000-1) to the Amphenol Corporation Supplemental Employee Retirement plan (filed as Exhibit 10.18 to the September 30, 2004 10-Q).*
10.44	Second Amendment (2004-1) to the Amphenol Corporation Supplemental Employee Retirement Plan (filed as Exhibit 10.19 to the September 30, 2004 10-Q).*
10.45	Amphenol Corporation Directors’ Deferred Compensation Plan (filed as Exhibit 10.11 to the December 31, 1997 10-K).*

26

10.46	The 2004 Stock Option Plan for Directors of Amphenol Corporation (filed as Exhibit 10.44 to the June 30, 2004 10-Q).*
10.47	The 2004 Amphenol Incentive Plan (filed as Exhibit 10.3 to the March 31, 2004 10-Q).*
10.48	The 2004 Amphenol Executive Incentive Plan (filed as Exhibit 10.45 to the June 30, 2004 10-Q).*
10.49	2005 Amphenol Corporation Management Incentive Plan (filed as Exhibit 10.56 to the March 31, 2005 10-Q).*
10.50	2006 Amphenol Corporation Management Incentive Plan. (filed as Exhibit 10.48 to the December 31, 2005 10-K).*
10.51	Credit Agreement dated as of May 6, 2003 among Amphenol Corporation, the Lenders listed therein, 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 and Collateral Agent (filed as an Exhibit to the Form 8-K filed on June 13, 2003).*
10.52	Amendment No. 1 to the Credit Agreement dated as of November 6, 2003, among Amphenol Corporation, the Lenders listed therein and Deutsche Bank Trust Company Americas as administrative agent (filed as Exhibit 10.1 to the September 30, 2003 10-Q).*
10.53	Amendment No. 2 to the Credit Agreement dated as of November 10, 2004, among Amphenol Corporation, the Lenders listed therein and Deutsche Bank Trust Company Americas as administrative agent (filed as an Exhibit to the Form 8-K filed on November 10, 2004).*
10.54	Credit Agreement, dated as of July 15, 2005, among the Company, certain subsidiaries of the Company, a syndicate of financial institutions and Bank of America, N.A. acting as the administrative agent (filed as an Exhibit to the Form 8-K filed on July 20, 2005).*
10.55	Second Amendment to Credit Agreement dated as of August 1, 2006, among the Company, certain subsidiaries of the Company, a syndicate of financial institutions and Bank of America, N.A. acting as the administrative agent **
10.56	Agreement and Plan of Merger among Amphenol Acquisition Corporation, Allied Corporation and the Company, dated April 1, 1987, and the Amendment thereto dated as of May 15, 1987 (filed as Exhibit 2 to the 1987 Registration Statement).*
10.57	Settlement Agreement among Allied Signal Inc., the Company and LPL Investment Group, Inc. dated November 28, 1988 (filed as Exhibit 10.20 to the 1991 Registration Statement).*
10.58	Asset and Stock Purchase Agreement between Teradyne, Inc. and Amphenol Corporation, dated October 10, 2005 (filed as an Exhibit to the Form 8-K filed on October 11, 2005).*
10.59	Amphenol Corporation Employee Savings/401(k) Plan Document (filed as Exhibit 10.58 to the March 31, 2006 10Q)*
10.60	Amphenol Corporation Employee Savings/401(k) Plan Adoption Agreement (filed as Exhibit 10.59 to the March 31, 2006 10Q)*
31.1	Certification pursuant to Exchange Act Rules 13a-14 and 15d-14; as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
31.2	Certification pursuant to Exchange Act Rules 13a-14 and 15d-14; as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.**
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.**
32.2	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002.**

*Incorporated herein by reference as stated.

**Filed herewith

27

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		AMPHENOL CORPORATION
	By:	/s/ DIANA G. REARDON
		Diana G. Reardon Authorized Signatory and Principal Financial Officer
Date:  August 4, 2006

28

EX-10.10

Exhibit 10.10

EXECUTION COPY

RECEIVABLES PURCHASE AGREEMENT


DATED AS OF JULY 31, 2006


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

TABLE OF CONTENTS

			Page
ARTICLE I.	AMOUNTS AND TERMS OF THE PURCHASES		1
Section 1.1.		Purchase Facility	1
Section 1.2.		Purchases; Commitment	2
Section 1.3.		Purchased Interest Computation	4
Section 1.4.		Non-Liquidation Settlement and Reinvestment Procedures	4
Section 1.5.		Liquidation Settlement Procedures	5
Section 1.6.		Deemed Collections; Reduction in Investment	8
Section 1.7.		Fees	8
Section 1.8.		Payments and Computations, Etc	9
Section 1.9.		Increased Capital	9
Section 1.10.		Requirements of Law	10
Section 1.11.		Inability to Determine Euro-Rate	11
Section 1.12.		Extension of Termination Date	12
ARTICLE II.	REPRESENTATIONS AND WARRANTIES; COVENANTS;		12
Section 2.1.		Representations and Warranties; Covenants	12
Section 2.2.		Termination Events	12
ARTICLE III.	INDEMNIFICATION		13
Section 3.1.		Indemnities by the Seller	13
Section 3.2.		Indemnities by the Servicer	14
ARTICLE IV.	ADMINISTRATION AND COLLECTIONS		15
Section 4.1.		Appointment of the Servicer	15
Section 4.2.		Duties of the Servicer	16
Section 4.3.		Establishment and Use of Certain Accounts	17
Section 4.4.		Enforcement Rights	18
Section 4.5.		Responsibilities of the Seller	19
Section 4.6.		Servicing Fee	19
Section 4.7.		Reporting	20
ARTICLE V.	THE AGENTS		20
Section 5.1.		Appointment and Authorization	20
Section 5.2.		Delegation of Duties	20

i

			Page
Section 5.3.		Exculpatory Provisions	21
Section 5.4.		Reliance by Agents	21
Section 5.5.		Notice of Termination Events	21
Section 5.6.		Non-Reliance on Administrative Agent and Other Purchasers	21
Section 5.7.		Administrative Agents and Affiliates	22
Section 5.8.		Indemnification	22
Section 5.9.		Successor Administrative Agent	22
ARTICLE VI.	MISCELLANEOUS		22
Section 6.1.		Amendments, Etc	22
Section 6.2.		Notices, Etc	23
Section 6.3.		Successors and Assigns; Participations; Assignments; Opinions of Counsel	23
Section 6.4.		Costs, Expenses and Taxes	25
Section 6.5.		No Proceedings; Limitation on Payments	26
Section 6.6.		GOVERNING LAW AND JURISDICTION	26
Section 6.7.		Execution in Counterparts	27
Section 6.8.		Survival of Termination	27
Section 6.9.		WAIVER OF JURY TRIAL	27
Section 6.10.		Sharing of Recoveries	27
Section 6.11.		Right of Setoff	28
Section 6.12.		Entire Agreement	28
Section 6.13.		Headings	28
Section 6.14.		Purchasers’ Liabilities	28

ii

EXHIBIT I	Definitions
EXHIBIT II	Conditions of Purchases
EXHIBIT III	Representations and Warranties
EXHIBIT IV	Covenants
EXHIBIT V	Termination Events
SCHEDULE I	Credit and Collection Policy
SCHEDULE II	Lock-Box Banks and Lock-Box Accounts
SCHEDULE III	Trade Names
SCHEDULE IV	Originators
SCHEDULE V	UCC Filings
ANNEX A	Form of Information Package
ANNEX B	Form of Purchase Notice
ANNEX C	Form of Assumption Agreement
ANNEX D	Form of Transfer Supplement
ANNEX E	Form of Amphenol Corporation Undertaking Agreement
ANNEX F	List of Special Obligors
ANNEX G	Purchaser Payment Account Information
ANNEX H	Equivalent Long Term Ratings

This RECEIVABLES PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of July 31, 2006, among AMPHENOL FUNDING CORP., a Delaware corporation, as seller (the “Seller”), AMPHENOL CORPORATION, a Delaware corporation (“Customer”), as initial servicer (in such capacity, together with its successors and permitted assigns in such capacity, the “Servicer”), CALYON NEW YORK BRANCH, a French banking corporation, duly licensed under the law of the State of New York (“Calyon”), as Administrative Agent for the Purchasers(in such capacity, the “Administrative Agent”), and ATLANTIC ASSET SECURITIZATION LLC, a Delaware limited liability company (“Atlantic”), as Conduit Purchaser.

PRELIMINARY STATEMENTS

Certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I. References in the Exhibits hereto to the “Agreement” refer to this Agreement, as amended, supplemented or otherwise modified from time to time.

The Seller has acquired, and may continue to acquire, Receivables from the Originators, either by purchase or contribution to the capital of the Seller, as determined from time to time by the Seller and the Originators. The Seller desires to sell, transfer and assign an undivided variable percentage ownership interest in the Receivables Pool, and the Purchasers desire to acquire such undivided variable percentage ownership interest, as such percentage ownership interest shall be adjusted from time to time based upon, in part, reinvestment payments that are made by such Purchasers.

In consideration of the mutual agreements, provisions and covenants contained herein, the parties hereto agree as follows:

ARTICLE I.

AMOUNTS AND TERMS OF THE PURCHASES

Section 1.1.Purchase Facility.

(a)On the terms and subject to the conditions hereof, the Seller may, from time to time from the date hereof to but excluding the Facility Termination Date, request that the Conduit Purchaser make purchases (each such purchase, a “Purchase”) from the Seller of undivided percentage ownership interests in (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables (collectively, the “Pool Receivable Assets”), as part of the Purchased Interest, or, only if the Conduit Purchaser denies such request or is unable to fund (and provides notice of such denial or inability to the Seller and the Administrative Agent), ratably request that the Related Committed Purchasers make Purchases from the Seller of undivided percentage ownership interests in the Pool Receivable Assets as part of the Purchased Interest from time to time from the date hereof to but excluding the

1

Facility Termination Date. Subject to Section 1.4 concerning reinvestments of Collections, at no time will the Conduit Purchaser have any obligation to make any such Purchase. Each Related Committed Purchaser hereby agrees, on the terms and subject to the conditions hereof, to make each such Purchase requested before the Facility Termination Date pursuant to Section 1.2(a), to the extent that, after making such Purchase, its individual Investment would not thereby exceed its Commitment and the Aggregate Investment would not (after giving effect to all Purchases) exceed the Purchase Limit.

(b)The Seller may, upon at least forty-five (45) days’ written notice to the Administrative Agent, reduce the unused portion of the Purchase Limit in whole or in part (but not below the amount which would cause the Aggregate Investment of the Purchasers to exceed their aggregate Commitment (after giving effect to such reduction)); provided that each partial reduction shall be in the amount of at least $5,000,000, or an integral multiple in excess thereof and unless terminated in whole, the Purchase Limit shall in no event be reduced below $25,000,000.

(c)Effective on the Purchase Date of each Purchase pursuant to Section 1.2 and on the date of each reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns to the Administrative Agent for the benefit of the Purchasers (ratably, in proportion to the individual Investments of the Purchasers, if more than one) an undivided percentage ownership interest equal to the Purchased Interest in the Pool Receivable Assets that are owned by the Seller on each such Purchase Date and reinvestment date.

Section 1.2.Purchases; Commitment.

(a)Each Purchase hereunder shall be made upon the Seller’s irrevocable written notice in the form of Annex B delivered to the Administrative Agent in accordance with Section 6.2 (which notice must be received by the Administrative Agent before 11:00 a.m., New York City time) at least two (2) Business Days before the requested Purchase Date, which notice shall specify: (i) the amount requested to be paid to the Seller (such amount, which shall be equal to the lesser of (A) the amount requested and (B) the maximum amount which would not cause the Aggregate Investment of the Conduit Purchaser and all Related Committed Purchasers to exceed the Purchase Limit or the Investment of any Related Committed Purchaser to exceed its Commitment), (ii) the proposed Purchase Date of such Purchase (which shall be a Business Day), and (iii) a pro forma calculation of the Purchased Interest after giving effect to the increase in the Aggregate Investment as a result of such Purchase. If the Purchase is requested from the Conduit Purchaser and the Conduit Purchaser determines, in its sole discretion, to make the requested Purchase, the Conduit Purchaser shall transfer to the Seller an amount equal to the amount in payment of its Purchase on the requested Purchase Date. If the Purchase is requested from the Related Committed Purchasers (in the case where the Conduit Purchaser determined not to or was unable to make such Purchase), subject to the terms and conditions hereof, each such Related Committed Purchaser shall transfer the amount in payment of its ratable share of such Purchase into the Concentration Account by no later than 1:00 p.m. (New York time) on the Purchase Date.

2

(b)On the date of each Purchase, the Conduit Purchaser (or the Administrative Agent on its behalf) or the Related Committed Purchasers, shall make available to the Seller in same day funds, at Deutsche Bank Trust Company Americas, account number 00450634, ABA 021001033, an amount, subject to the provision set forth in Section 1.2(a), equal to the proceeds of such Purchase. Such funds shall be remitted by the Servicer to the Seller and  shall be available for the ordinary business purposes of the Seller or otherwise, subject to the provisions of the Transaction Documents.

(c)[Reserved].

(d)To secure all of the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent, the Seller hereby grants to the Administrative Agent, for the benefit of the Purchasers, a security interest in all of the Seller’s right, title and interest (including any undivided interest of the Seller) in, to and under all of the following, whether now or hereafter owned, existing or arising: (i) all Pool Receivables, (ii) all Related Security with respect to such Pool Receivables, (iii) all Collections with respect to such Pool Receivables, (iv) the Lock-Box Accounts, the Concentration Account and all amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts, the Concentration Account and amounts on deposit therein, (v) all rights (but none of  the obligations) of the Seller under the Sale Agreement and (vi) all proceeds of, and all amounts received or receivable under any or all of, the foregoing (collectively, the “Pool Assets”). The Administrative Agent, for the benefit of the Purchasers, shall have, with respect to the Pool Assets, and in addition to all the other rights and remedies available to the Administrative Agent and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the filing of all financing statements necessary or in the judgment of the Administrative Agent advisable in all applicable jurisdictions to reflect and perfect the security interest granted by the Seller to the Administrative Agent for the benefit of the Purchasers hereunder.

(e)The Seller may, with the written consent of the Administrative Agent on behalf of the Conduit Purchaser, add additional Persons as Related Committed Purchasers or cause an existing Related Committed Purchaser to increase its Commitment in connection with a corresponding increase in the Purchase Limit; provided, however, that the Commitment of any Related Committed Purchaser may only be increased with the consent of such Related Committed Purchaser. Each new Related Committed Purchaser shall become a party hereto and each Related Committed Purchaser increasing its Commitment shall increase its Commitment, as the case may be, by executing and delivering to the Administrative Agent and the Seller an Assumption Agreement in the form of Annex C hereto which Assumption Agreement shall, in the case of any new Related Committed Purchaser be executed by each Purchaser then party to this Agreement.

3

(f)Each Related Committed Purchaser’s obligation hereunder shall be several, such that the failure of any Related Committed Purchaser to make a payment in connection with any Purchase hereunder shall not relieve any other Related Committed Purchaser of its obligation hereunder to make payment for any Purchase. Further, in the event any Related Committed Purchaser fails to satisfy its obligation to make a Purchase as required hereunder, upon receipt of notice of such failure from the Administrative Agent, subject to the limitations set forth herein, the non-defaulting Related Committed Purchasers shall purchase the defaulting Related Committed Purchasers’ Commitment Percentage of the related Purchase pro rata in proportion to their relative Commitment Percentages determined without regard to the Commitment Percentage of the defaulting Related Committed Purchaser. Notwithstanding anything in this paragraph (f) to the contrary, no Related Committed Purchaser shall be required to make a Purchase pursuant to this paragraph for an amount which would cause the Investment of such Related Committed Purchaser (after giving effect to such Purchase) to exceed its Commitment.

Section 1.3.Purchased Interest Computation. The Purchased Interest shall be initially computed on the date of the initial Purchase hereunder. Thereafter, until the Facility Termination Date, such  Purchased Interest shall be automatically recomputed (or deemed to be recomputed) on each Business Day other than a Termination Day. On any Termination Day, the Purchased Interest shall be deemed to be 100%. The Purchased Interest shall be reduced to zero when (i) the Aggregate Investment and the Aggregate Yield of all Purchasers shall have been paid in full, (ii) all amounts owed by the Seller and the Servicer hereunder to each Purchaser, the Administrative Agent and any other Indemnified Party or Affected Person shall have been paid in full and (iii) the Servicer shall have received the accrued Servicing Fee thereon.

Section 1.4.Non-Liquidation Settlement and Reinvestment Procedures. On each day on which Collections are received (or deemed received) by the Seller or the Servicer and which day is not a Termination Day, the Servicer, out of such Collections and any Collections received prior to such day and not previously set aside or paid pursuant to this Section 1.4 or Section 1.5, shall take the following actions:

(a)the Servicer shall remit to Concentration Account and therein shall, if and to the extent requested by the Administrative Agent from time to time in its sole discretion, set aside, segregate and hold in trust, an amount equal to the sum of the accrued and unpaid Servicing Fee and the accrued and unpaid Aggregate Yield of all Purchasers and all accrued and unpaid Fees payable pursuant to the Fee Letter, and the Servicer shall (regardless of whether it has been directed to set aside, segregate and hold such amounts in trust) on the next Settlement Date, pay from the Concentration Account (x) to the Purchasers an amount equal to all accrued and unpaid Aggregate Yield of all Purchasers and Fees payable pursuant to the Fee Letter (as calculated by the Administrative Agent) for the immediately preceding Fixed Period and (y) to the Servicer, the accrued and unpaid Servicing Fee; and

(b)reinvest such Collections remaining after application of such Collections as provided in paragraph (a) above and representing a return of the Aggregate Investment, ratably, in proportion to the Investments of the Purchasers, in Pool Receivable Assets; provided, however, that (i) if the Conduit Purchaser has provided

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notice (a “Declining Notice”) to the Administrative Agent and the Servicer that the Conduit Purchaser (a “Declining Conduit Purchaser”) no longer wishes Collections with respect to any Portion of Investment funded or maintained by it to be reinvested pursuant to this paragraph (b); (ii) if any Related Committed Purchaser (an “Exiting Purchaser”) has refused, pursuant to Section 1.12, to extend its Commitment hereunder; or (iii) if the Seller has provided notice pursuant to Section 1.6(b) of a reduction in the Aggregate Investment, then (x) in the case of clause (i) or (ii), the portion of such Collections allocable to the Declining Conduit Purchaser and/or the Exiting Purchasers (determined pursuant to the proviso in Section 1.5(c)(2)) shall not be reinvested and shall instead be held in trust in the Concentration Account for the benefit of such Purchasers and applied in accordance with Section 1.5(c)(2), below, and (y) in the case of clause (iii), such Collections shall not be reinvested and shall instead be held in trust in the Concentration Account for the benefit of all Purchasers ratably in proportion to their Investments and applied in accordance with Section 1.5(c)(1); and

(c)remit the balance, if any, of such Collections remaining after the applications provided in paragraphs (a) and (b), above, to the Seller for its own account. Such Collections remitted to the Seller shall be available for the ordinary business purposes of the Seller or otherwise, subject to the provisions of the Transaction Documents.

Section 1.5.Liquidation Settlement Procedures.

(a)If at any time other than a Termination Day, the Purchased Interest is greater than 100%, then the Seller shall not later than the next Business Day remit to the Administrative Agent, and the Administrative Agent shall pay to the Purchasers (ratably, based on the Investment of each such Purchaser) an amount that, when applied to reduce the Investment of each Purchaser, will cause the Purchased Interest to be less than or equal to 100%; it being understood that if any such amounts are not so paid by the Seller a Termination Event shall have occurred and be continuing until the Purchased Interest is less than or equal to 100%, and the Servicer shall cease applying Collections pursuant to Section 1.4 and shall instead remit all Collections to the Administrative Agent for distribution by the Administrative Agent in accordance with the provisions set forth in paragraph (d) below, until the Purchased Interest is less than or equal to 100% and no other Termination Event has occurred and is continuing.

(b)On any day following the delivery of a Declining Notice or Exiting Notice or a notice of a reduction of the Aggregate Investment pursuant to Section 1.6(b), the Servicer shall deposit or cause to be remitted to the Administrative Agent for the benefit of the Purchasers (and the Administrative Agent shall pay such amounts to the Purchasers on the next Settlement Date with respect to any Portion of Investment pursuant to paragraph (c) below), all amounts previously set aside in the Concentration Account pursuant to Section 1.4(b).

(c)On any Business Day that is not a Termination Day, so long as any Declining Conduit Purchaser’s or Exiting Purchaser’s Investment has not been reduced to zero or the Aggregate Investment has not been reduced to the amount specified by the

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Seller pursuant to Section 1.6(b), the Administrative Agent shall apply the funds retained in the Concentration Account pursuant to Section 1.4(b) in the following manner (each such application, a “Partial Liquidation”):

(1)First, if the Aggregate Investment has not been reduced to the amount specified by the Seller pursuant to Section 1.6(b), the Servicer first shall remit to the Administrative Agent from such Collections the portion of the Collections retained in the Concentration Account pursuant to Section 1.4(b) that are allocable to the Investments of all Purchasers, and the Administrative Agent shall pay from such amounts ratably to all Purchasers in proportion to their Investments the amount necessary to reduce the Aggregate Investment to the amount specified by the Seller;

(2)Second, after remitting any Collections as provided in clause (1), Servicer shall remit to the Administrative Agent from such Collections the portion of the Collections retained in the Concentration Account that are allocable to the Investments of the Declining Conduit Purchaser and/or the Exiting Purchasers (determined as set forth in the proviso to this clause (2)), and the Administrative Agent shall pay from such amounts (A) for the account of the Conduit Purchaser the amount necessary to reduce the Investment of the Conduit Purchaser to an amount that is equal to or less than the Purchase Limit based on the Commitments of all Related Committed Purchasers at such time that are not Exiting Purchasers, and (B) to the Declining Conduit Purchaser and each Exiting Purchaser, the amount of such Declining Conduit Purchaser’s or Exiting Purchaser’s Investment to the extent of such Collections; provided that solely for purposes of determining such Declining Conduit Purchaser’s or Exiting Purchaser’s ratable share of such Collections applicable to its Investment (and not for purposes of calculating any Fees or Yield payable to such Purchaser hereunder), such Purchaser’s Investment shall be deemed to remain constant from the date such Purchaser becomes a Declining Conduit Purchaser or Exiting Purchaser until the date such Declining Conduit Purchaser’s or Exiting Purchaser’s Investment has been paid in full, except that such Investments shall be reduced by the amount of any distribution pursuant to clause (1) of this paragraph (c);

(d)On each Termination Day, the Servicer shall deposit or cause to be remitted to the Administrative Agent, for the benefit of the Conduit Purchaser and the Related Committed Purchasers, all Collections received on such day in respect of the Purchased Interest, to be applied by the Administrative Agent on each Settlement Date thereafter with respect to each Portion of Investment to the payment in full of (i) the accrued Aggregate Yield, (ii) the outstanding Investment of each applicable Purchaser, and (iii) all other amounts payable to the Purchasers and their assigns in respect of indemnities, fees, costs and expenses hereunder and not covered in clauses (i) and (ii) of this paragraph (d). On each such day, the Administrative Agent shall deposit to the account of the Servicer, from the amounts set aside for the Purchasers pursuant to the preceding sentence which remain after payment in full of the aforementioned amounts, the accrued Servicing Fee. If there shall be insufficient funds held by the Administrative Agent following deposits therein by the Servicer pursuant to the first sentence of this paragraph (d), for the Administrative Agent to distribute funds in payment in full of the aforementioned amounts, the Administrative Agent shall distribute such funds on the next

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succeeding Settlement Date (and on each Settlement Date thereafter, if applicable) in the following order of priority:

(1)first, in payment of the accrued Aggregate Yield and all Fees payable to the Administrative Agent and Purchasers pursuant to the Fee Letter;

(2)second, if Amphenol Corporation or any Affiliate of Amphenol Corporation is not then the Servicer (and if such amount has not already been paid by operation of the first sentence of this paragraph (d)), to the Servicer, in payment of the accrued and unpaid Servicing Fee;

(3)third, in reduction to zero of the Investment of each applicable Purchaser;

(4)fourth, in payment of all other amounts payable to the Purchasers and their assigns in respect of indemnities, fees, costs and expenses hereunder and not covered in clauses (1) through (3) above; and

(5)fifth, if Amphenol Corporation or any Affiliate of Amphenol Corporation is the Servicer (and if such amount has not already been paid by operation of the first sentence of this paragraph (d)), to its account as Servicer, in payment of the accrued and unpaid Servicing Fee.

The Administrative Agent shall distribute such amounts held by it to the Purchasers entitled thereto on the next succeeding Settlement Date; provided that if such funds are insufficient on any such Settlement Date to pay all of the above amounts in full, the Administrative Agent shall pay such amounts to the Purchasers in the order of priority set forth above, and with respect to any such category above for which the Servicer shall have insufficient funds to pay all amounts owing on such date, ratably (based on the amounts in such categories owing to such Persons) among all such Persons entitled to payment thereof.

(e)Following the date on which the Investment of each Purchaser has been reduced to zero and all accrued Aggregate Yield, Fees, Servicing Fees and all other amounts payable to the Purchasers, the Administrative Agent, each Indemnified Party and Affected Person and their assigns hereunder have been paid in full, (i) the Purchased Interest shall be reduced to zero, (ii) the Purchasers shall be deemed to have reconveyed to the Seller all of the Purchasers’ right, title and interest in, to and under the Receivables, Related Security, Collections and proceeds with respect thereto, and (iii) the Purchasers shall execute and deliver to the Seller, at the Seller’s expense, such documents or instruments as are necessary to terminate the Purchasers’ respective interests in the Receivables, Related Security, Collections and proceeds with respect thereto. Any such documents shall be prepared by or on behalf of the Seller. Thereafter, any remaining Collections shall be solely for the account of the Seller.

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Section 1.6.Deemed Collections; Reduction in Investment.

(a)For the purposes of this Agreement:

(1)if on any day the Outstanding Balance of any Pool Receivable is reduced or adjusted as a result of a Dilution, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in the amount of such reduction or adjustment; and

(2)if on any day any of the representations or warranties in Section 1(m) or Section 3 of Exhibit III is not true with respect to any Pool Receivable, the Seller shall be deemed to have received on such day a Collection of such Pool Receivable in full (Collections deemed to have been received pursuant to clauses (1) and (2) of this paragraph (a) are hereinafter sometimes referred to as “Deemed Collections”).

(b)If at any time the Seller shall wish to cause the reduction of Aggregate Investment (but not to commence the liquidation, or reduction to zero, of the entire Aggregate Investment), the Seller may do so as follows:

(1)the Seller shall give the Administrative Agent and the Servicer at least two (2) Business Days’ prior written notice thereof (such notice shall include the amount of such proposed reduction and the proposed date on which such reduction will commence); and;

(2)on the proposed date of commencement of such reduction and on each day thereafter, the Servicer shall cause Collections not to be reinvested pursuant to Section 1.4(b) until the amount thereof not so reinvested shall equal the desired amount of reduction;

provided, that:

(A)the amount of any such reduction shall be not less than $5,000,000 and shall be an integral multiple of $1,000,000, and the entire Aggregate Investment after giving effect to such reduction shall be not less than $5,000,000 and shall be in an integral multiple of $1,000,000 (unless the Aggregate Investment  shall have been reduced to zero); and

(B)the Seller shall choose a reduction amount, and the date of commencement thereof, so that to the extent practicable such reduction shall commence and conclude in the same Fixed Period.

Section 1.7.Fees. The Seller shall pay to the Administrative Agent for the benefit of the related Purchasers certain fees in the amounts and on the dates set forth in one or more letters, dated the date hereof, each such letter (as amended, supplemented, or otherwise modified from time to time, a “Fee Letter”) in each case among the Seller, the Servicer, and the Administrative Agent.

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Section 1.8.Payments and Computations, Etc.

(a)All amounts to be paid or deposited by the Seller or the Servicer hereunder shall be made without reduction for offset or counterclaim and shall be paid or deposited no later than 11:00 a.m. (New York City time) on the day when due in same day funds to the account or accounts listed on Annex G (as such Annex G may be modified from time to time by the Administrative Agent by notice to the Servicer and Seller). All amounts received after 11:00 a.m. (New York City time) will be deemed to have been received on the next Business Day.

(b)The Seller or the Servicer, as the case may be, shall, to the extent permitted by law, pay interest on any amount not paid or deposited by the Seller or the Servicer, as the case may be, when due hereunder, at an interest rate equal to 2.0% per annum above the Base Rate, payable on demand.

(c)All computations of interest under paragraph (b) and all computations of Yield, Fees and other amounts hereunder shall be made on the basis of a year of 360 (or 365 or 366, as applicable, with respect to Yield or other amounts calculated by reference to the Base Rate) days for the actual number of days elapsed. Whenever any payment or deposit to be made hereunder shall be due on a day other than a Business Day, such payment or deposit shall be made on the next Business Day and such extension of time shall be included in the computation of such payment or deposit.

Section 1.9.Increased Capital.

(a)If any Affected Person reasonably determines that the existence of or compliance with: (i) any law or regulation or any change therein or in the interpretation or application thereof, in each case adopted, issued or occurring after the date hereof, or (ii) any request, guideline or directive from any central bank or other Governmental Authority (whether or not having the force of law) issued or occurring after the date of this Agreement, affects or would affect the amount of capital required or expected to be maintained by such Affected Person, and such Affected Person determines that the amount of such capital is increased by or based upon the existence of any commitment to make purchases of (or otherwise to maintain the investment in) Pool Receivables related to this Agreement or any related liquidity facility, credit enhancement facility or other commitments of the same type, then, upon demand by such Affected Person (with a copy to the Administrative Agent), the Seller shall promptly pay to the Administrative Agent, for the account of such Affected Person, from time to time as specified by such Affected Person, additional amounts sufficient to compensate such Affected Person in the light of such circumstances, to the extent that such Affected Person reasonably determines such increase in capital to be allocable to the existence of any of such commitments, but (with respect to any single event or circumstance giving rise to a claim) not for any period more than ninety (90) days prior to the date of the applicable claim. Each Affected Person will deliver a certificate of a responsible officer of such Affected person setting forth (i) the legal, regulatory or other action that is the basis for the claim, (ii) the amount or amounts  necessary to compensate such Affected Person for such increased capital and (iii) reasonable detail of the calculations of the amount necessary to compensate such Lender for such increased capital, provided, however, that no Affected Person shall be required to disclose any confidential or tax planning information in any such certificate. All

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determinations, estimates, assumptions, allocations, and the like required for the determination of such amount or amounts shall be made by each Affected person in good faith, but a certificate as to such amounts submitted to the Seller and the Administrative Agent by such Affected Person shall be conclusive and binding for all purposes, absent manifest error.

(b)In determining the additional amounts necessary to compensate an Affected Person pursuant to paragraph (a) above, such Affected Person may use any reasonable method of averaging and attribution that it (in its sole and absolute discretion) shall deem applicable.

(c)Notwithstanding the foregoing, the Seller shall not be obligated to make any payment in respect of any requirement for increased capital in an amount exceeding the ratio of the Purchase Limit or the Commitment (as applicable) of the Affected Person under this Agreement to the aggregate capital commitments of the Affected Person with respect to all similarly situated and affected facilities in which such Affected Person holds an interest.

(d)Each Affected Person agrees to use reasonable efforts (consistent with its internal policies and with applicable legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any amount payable under this Section 1.9 that may thereafter accrue and would not, in the reasonable judgment of such Affected Person, be otherwise disadvantageous to such Affected Person.

Section 1.10.Requirements of Law.

(a)If, due to either: (i) any law or regulation or any change therein or in the interpretation or application thereof, in each case adopted, issued or occurring after the date hereof, or (ii) any request, guideline or directive from any central bank or other Governmental Authority (whether or not having the force of law) issued or occurring after the date of this Agreement, there shall be (x) any increase in the cost, (y) any reduction in any amount receivable hereunder or (z) any tax of any kind whatsoever (but excluding taxes imposed on the overall pre-tax net income of such Affected Person, and franchise taxes imposed on such Affected Person, by the jurisdiction under the laws of which such Affected Person is organized or a political subdivision thereof) with respect to this Agreement, any increase in the Purchased Interest or any portion thereof or in the amount of such Person’s Investment relating thereto, or does or shall change the basis of taxation of payments to such Affected Person on account of Collections, Yield or any other amounts payable hereunder to any Affected Person of agreeing to purchase or purchasing, or maintaining the ownership of, the Purchased Interest or any portion thereof in respect of which Yield is computed by reference to the Euro-Rate (any such increased cost, reduction in payment or tax, an “Increased Cost”), then, upon demand by such Affected Person, the Seller shall promptly pay to such Affected Person, from time to time as specified by such Affected Person, additional amounts sufficient to compensate such Affected Person for such Increased Cost, but (with respect to any single event or circumstance giving rise to a claim) not for any period more than ninety (90) days prior to

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the date of the applicable claim. Each Affected Person will deliver a certificate of a responsible officer of such Affected person setting forth (i) the legal, regulatory or other action that is the basis for the claim, (ii) the amount or amounts  necessary to compensate such Affected Person for such Increased Cost and (iii) reasonable detail of the calculations of the amount necessary to compensate such Lender for such Increased Cost, provided, however, that no Affected Person shall be required to disclose any confidential or tax planning information in any such certificate. All determinations, estimates, assumptions, allocations, and the like required for the determination of such amount or amounts shall be made by each Affected Person in good faith, but a certificate as to such amounts submitted to the Seller and the Administrative Agent by such Affected Person shall be conclusive and binding for all purposes, absent manifest error.

(b)Notwithstanding the foregoing, the Seller shall not be obligated to make any payment in respect of any requirement for Increased Cost in an amount exceeding the ratio of the Purchase Limit or the Commitment (as applicable) of the Affected Person under this Agreement to the aggregate capital commitments of the Affected Person with respect to all similarly situated and affected facilities in which such Affected Person holds an interest.

(c)Each Affected Person agrees to use reasonable efforts (consistent with its internal policies and with applicable legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any amount payable under this Section 1.10 that may thereafter accrue and would not, in the reasonable judgment of such Affected Person, be otherwise disadvantageous to such Affected Person.

Section 1.11.Inability to Determine Euro-Rate. (a)  If the Administrative Agent determines before the first day of any Fixed Period with respect to any Portion of Investment (which determination shall be final and conclusive) that, by reason of circumstances affecting the interbank eurodollar market generally, deposits in dollars (in the relevant amounts for such Fixed Period) are not being offered to banks in the interbank eurodollar market for such Fixed Period, or adequate means do not exist for ascertaining the Euro-Rate for such Fixed Period, then until the Administrative Agent notifies the Seller that the circumstances giving rise to such suspension no longer exist (a) no Portion of Investment shall be funded at a discount rate (for the related Yield) determined by reference to the Euro-Rate and (b) the Yield for any outstanding Portions of Investment then funded at discount rate (for the related Yield) determined by reference to the Euro-Rate shall, on the last day of the then current Fixed Period, be converted to discount rate (for the related Yield) determined by reference to the Base Rate.

(b)If, on or before the first day of any Fixed Period, the Administrative Agent shall have been notified by any Purchaser or Liquidity Provider that, such Person has determined (which determination shall be final and conclusive) that, any enactment, promulgation or adoption of or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by a governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Person with any guideline, request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency

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shall make it unlawful or impossible for such Person to fund or maintain any Portion of Investment at a discount rate (for the related Yield)  based upon the Euro-Rate, then until the Administrative Agent notifies the Seller that the circumstances giving rise to such determination no longer apply, (a) no Portion of Investment shall be funded at a discount rate (for the related Yield) determined by reference to the Euro-Rate and (b) the Yield for any outstanding Portions of Investment then funded at a discount rate (for the related Yield) determined by reference to the Euro-Rate shall be converted to a discount rate (for the related Yield) determined by reference to the Base Rate either (i) on the last day of the then current Fixed Period if such Person may lawfully continue to maintain such Portion of Investment at a discount rate (for the related Yield) determined by reference to the Euro-Rate to such day, or (ii) immediately, if such Person may not lawfully continue to maintain such Portion of Investment at a discount rate (for the related Yield) determined by reference to the Euro-Rate to such day.

Section 1.12.Extension of Termination Date. The Seller may request the extension of any Related Committed Purchaser’s Commitment Expiry Date for an additional three hundred and sixty four (364) days from time to time by providing the Administrative Agent with a written request for such extension no fewer than sixty (60) days prior to such Related Committed Purchaser’s Commitment Expiry Date then in effect. The Administrative Agent shall provide written notice to the Seller on or prior to the thirtieth (30th) day (the “Consent Date”) before the applicable Related Committed Purchaser’s Commitment Expiry Date then in effect of its desire to extend (any such Committed Purchaser an “Extending Committed Purchaser”) or not to so extend such date; provided, however, that notwithstanding anything to the contrary herein, failure to provide such notice shall be deemed to be a refusal by such Related Committed Purchaser to so extend its Commitment Expiry Date. If Related Committed Purchasers holding less than 100% of the aggregate Commitment of all Commitments consent to such extension, then the Purchase Limit shall be reduced to an amount equal to the aggregate of the Commitments of all Related Committed Purchasers other than the Related Committed Purchasers that do not consent to such extension.

ARTICLE II.

REPRESENTATIONS AND WARRANTIES; COVENANTS;

TERMINATION EVENTS

Section 2.1.Representations and Warranties; Covenants. Each of the Seller, Amphenol Corporation and the Servicer hereby makes the representations and warranties, and hereby agrees to perform and observe the covenants, applicable to it set forth in Exhibits III and IV, respectively.

Section 2.2.Termination Events. If any of the Termination Events set forth in Exhibit V shall occur, the Administrative Agent may (with the consent of the Majority Purchasers) or shall (at the direction of the Majority Purchasers), by notice to the Seller, declare the Facility Termination Date to have occurred (in which case the Facility Termination Date shall be deemed to have occurred); provided, that the Facility Termination Date shall occur automatically upon

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the occurrence of any event (without any requirement for the passage of time or the giving of notice) described in paragraphs (f), (g) or (h) of Exhibit V. Upon any such declaration, occurrence or deemed occurrence of the Facility Termination Date, the Administrative Agent and each Purchaser shall have, in addition to the rights and remedies that they may have under this Agreement, all other rights and remedies provided after default under the New York UCC and under other applicable law, which rights and remedies shall be cumulative.

ARTICLE III.

INDEMNIFICATION

Section 3.1.Indemnities by the Seller. Without limiting any other rights that any Purchaser, Liquidity Provider, the Administrative Agent or any Program Support Provider or any of their respective Affiliates, employees, officers, directors, agents, counsel, successors, transferees or assigns (each, an “Indemnified Party”) may have hereunder or under applicable law, the Seller hereby agrees to indemnify each Indemnified Party from and against any and all claims, damages, expenses, costs, losses and liabilities (including Attorney Costs) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of or resulting from this Agreement (whether directly or indirectly), the use of proceeds of purchases or reinvestments, the ownership of the Purchased Interest, or any interest therein, or in respect of any Receivable, Related Security or Contract, excluding, however:  (a) Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Indemnified Party or its employees, officers, directors, agents or counsel, (b) recourse with respect to any Receivable to the extent that such Receivable is uncollectible on account of the insolvency, bankruptcy or lack of credit worthiness of the related Obligor, or (c) any overall net income taxes or franchise taxes imposed on such Indemnified Party by the jurisdiction under the laws of which such Indemnified Party is organized or any political subdivision thereof or in which its Lending Office is located. Without limiting or being limited by the foregoing, and subject to the exclusions set forth in the preceding sentence, the Seller shall pay on demand to each Indemnified Party any and all amounts necessary to indemnify such Indemnified Party from and against any and all Indemnified Amounts relating to or resulting from any of the following:

(i)the failure of any Receivable included in the calculation of the Net Receivables Pool Balance as an Eligible Receivable to be an Eligible Receivable, the failure of any information contained in an Information Package to be true and correct, or the failure of any other information provided to such Indemnified Party by the Seller or Servicer  with respect to Receivables or this Agreement to be true and correct,

(ii)the failure of any representation, warranty or statement made or deemed made by the Seller (or any of its officers) under or in connection with this Agreement to have been true and correct as of the date made or deemed made in all respects when made,

(iii)the failure by the Seller to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the related Contract, or the failure of any Pool Receivable or the related Contract to conform to any such applicable law, rule or regulation,

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(iv)the failure to vest in the Administrative Agent (for the benefit of the Purchasers) a valid and enforceable: (A) perfected undivided percentage ownership interest, to the extent of the Purchased Interest, in the Receivables in, or purporting to be in, the Receivables Pool and the other Pool Assets, or  (B) first priority perfected security interest in the Pool Assets, in each case, free and clear of any Adverse Claim,

(v)the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivables in, or purporting to be in, the Receivables Pool and the other Pool Assets, whether at the time of any purchase or reinvestment or at any subsequent time,

(vi)any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor thereon) of the Obligor thereon to the payment of any Receivable in, or purporting to be in, the Receivables Pool (including a defense based on such Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the goods or services related to such Receivable or the furnishing or failure to furnish such goods or services or relating to collection activities with respect to such Receivable,

(vii)any failure of the Seller, any Affiliate of the Seller or the Servicer to perform its duties or obligations in accordance with the provisions hereof or under the Contracts,

(viii)any products liability or other claim, investigation, litigation or proceeding arising out of or in connection with merchandise, insurance or services that are the subject of any Contract,

(ix)the commingling of Collections at any time with other funds,

(x)any investigation, litigation or proceeding related to this Agreement or the use of proceeds of purchases or reinvestments or the ownership of interests in the Receivables or in respect of any Receivable, Related Security or Contract, or

(xi)any reduction in the Aggregate Investment as a result of the distribution of Collections pursuant to Section 1.5, if all or a portion of such distributions shall thereafter be rescinded or otherwise must be returned for any reason.

Section 3.2.Indemnities by the Servicer. Without limiting any other rights that any Indemnified Party may have hereunder or under applicable law, the Servicer hereby agrees to indemnify each Indemnified Party from and against any and all Indemnified Amounts arising out of or resulting from (whether directly or indirectly): (a) the failure of any information contained in an Information Package to be true and correct, or the failure of any other information provided to such Indemnified Party by, or on behalf of, the Servicer to be true and correct, (b) the failure of any representation, warranty or statement made or deemed made by the Servicer (or any of its officers) under or in connection with this Agreement or any other Transaction Document to which it is a party to have been true and correct as of the date made or deemed made in all

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respects when made, (c) the failure by the Servicer to comply with any applicable law, rule or regulation with respect to any Pool Receivable or the related Contract, (d) any dispute, claim, offset or defense of the Obligor to the payment of any Receivable in, or purporting to be in, the Receivables Pool resulting from or related to the collection activities with respect to such Receivable, (e) the commingling of Collections at any time with other funds or (f) any failure of the Servicer to perform its duties or obligations in accordance with the provisions hereof or any other Transaction Document to which it is a party.

ARTICLE IV.

ADMINISTRATION AND COLLECTIONS

Section 4.1.Appointment of the Servicer.

(a)The servicing, administering and collection of the Pool Receivables shall be conducted by the Person so designated from time to time as the Servicer in accordance with this Section. Until the Administrative Agent gives notice to Amphenol Corporation (in accordance with this Section 4.1) of the designation of a new Servicer, Amphenol Corporation is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Upon the occurrence of a Termination Event, the Administrative Agent may (with the consent of the Majority Purchasers) or shall (at the direction of the Majority Purchasers) designate as Servicer any Person (including itself) to succeed Amphenol Corporation or any successor Servicer, on the condition in each case that any such Person so designated shall agree to perform the duties and obligations of the Servicer pursuant to the terms hereof. Prior to designating such Person, the Administrative Agent agrees to use reasonable efforts to obtain at least two competitive bids from Persons acceptable to the Administrative Agent and the rating agencies then rating the Conduit Purchaser’s Notes, and agrees to designate as the new Servicer such Person submitting the lowest of such bids; provided, however, that such Person’s bid meets all requirements of the Administrative Agent specified in its request for such bids; and provided further that the failure of the Administrative Agent to obtain such bids shall not adversely affect the right of the Administrative Agent to designate a new Servicer pursuant to this Section 4.1(a).

(b)Upon the designation of a successor Servicer as set forth in paragraph (a), Amphenol Corporation agrees that it will terminate its activities as Servicer hereunder in a manner that the Administrative Agent determines will facilitate the transition of the performance of such activities to the new Servicer, and Amphenol Corporation shall cooperate with and assist such new Servicer. Such cooperation shall include access to and transfer of related records (including all Contracts) and use by the new Servicer of all licenses, hardware or software necessary or desirable to collect the Pool Receivables and the Related Security.

(c)Amphenol Corporation acknowledges that, in making their decision to execute and deliver this Agreement, the Administrative Agent and the Purchasers have relied on Amphenol Corporation’s agreement to act as Servicer hereunder. Accordingly, Amphenol Corporation agrees that it will not voluntarily resign as Servicer.

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(d)The Servicer may delegate its duties and obligations hereunder to any subservicer (each a “Sub-Servicer”); provided, that, in each such delegation: (i) such Sub-Servicer shall agree in writing to perform the duties and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer shall remain primarily liable for the performance of the duties and obligations so delegated, (iii) the Seller and the Administrative Agent shall have the right to look solely to the Servicer for performance, and (iv) the terms of any agreement with any Sub-Servicer shall provide that the Administrative Agent may terminate such agreement upon the termination of the Servicer hereunder by giving notice of its desire to terminate such agreement to the Servicer (and the Servicer shall provide appropriate notice to each such Sub-Servicer); provided, however, that if any such delegation is to any Person other than an Originator or an Affiliate thereof, the Administrative Agent and the Majority Purchasers shall have consented in writing in advance to such delegation.

(e)The Seller shall provide to the Servicer on a timely basis all information needed for such servicing, administration and collection, including notice of the occurrence of any Termination Day and current computations of the Purchased Interest.

Section 4.2.Duties of the Servicer.

(a)The Servicer shall take or cause to be taken all such action as may be necessary or advisable to administer and collect each Pool Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with the Credit and Collection Policies; provided, however, that the Servicer may not extend the maturity or adjust the Outstanding Balance of any Pool Receivable, except for any Dilution as to which a deemed collection is received in accordance with Section 1.6 and as provided in the last sentence of this Section 4.2(a); it being understood that a write-off on the Seller’s books with respect to any Pool Receivable in accordance with the Credit and Collection Policy and without any reduction in the applicable Obligor’s legal obligation to make payments with respect thereto shall not itself constitute an adjustment in the Outstanding Balance of the applicable Pool Receivable. The Servicer shall set aside, for the account of each Purchaser, the amount of the Collections to which each such Purchaser is entitled in accordance with Article I. The Seller shall deliver to the Servicer and the Servicer shall hold for the benefit of the Seller and the Administrative Agent (individually and for the benefit of each Purchaser), in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to each Pool Receivable. Notwithstanding anything to the contrary contained herein, the Administrative Agent may direct the Servicer (whether the Servicer is Amphenol Corporation or any other Person) to commence or settle any legal action to enforce collection of any Pool Receivable or to foreclose upon or repossess any Related Security.

(b)The Servicer shall, as soon as practicable following actual receipt of any such collected funds, turn over to the Seller the collections of any indebtedness that is not a Pool Receivable, less (if Amphenol Corporation or an Affiliate thereof is not the Servicer), all reasonable and appropriate out-of-pocket costs and expenses of such Servicer of servicing, collecting and administering such collections. The Servicer, if other

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than Amphenol Corporation or an Affiliate thereof, shall, as soon as practicable upon demand, deliver to the Seller all records in its possession that evidence or relate to any indebtedness that is not a Pool Receivable, and copies of records in its possession that evidence or relate to any indebtedness that is a Pool Receivable.

(c)The Servicer’s obligations hereunder shall terminate on the later of: (i) the Facility Termination Date and (ii) the date on which all amounts required to be paid to each Purchaser, the Administrative Agent and any other Indemnified Party or Affected Person hereunder shall have been paid in full.

After such termination, if Amphenol Corporation or an Affiliate thereof was not the Servicer on the date of such termination, the Servicer shall promptly deliver to the Seller all books, records and related materials that the Seller previously provided to the Servicer, or that have been obtained by the Servicer, in connection with this Agreement.

Section 4.3.Establishment and Use of Certain Accounts.

(a)Prior to the initial purchase hereunder, the Seller shall execute and deliver to the relevant Lock-Box Banks and the Administrative Agent, the Lock-Box Agreements with respect to the Lock-Box Accounts listed on Schedule II. The Lock-Box Accounts shall be the only accounts used to receive Collections with respect to the Pool Receivables from the related Obligors. The Servicer shall on each day on which Collections of Pool Receivables are received in the Lock-Box Accounts cause such Collections to be transferred from the Lock-Box Accounts into the Concentration Account.

(b)Prior to the initial purchase hereunder, the Seller shall have entered into a Concentration Account Agreement with the Concentration Account Bank and deliver an original counterpart thereof to the Administrative Agent. Any amount in the Concentration Account may be invested by the Seller (or Servicer on the Seller’s behalf) in Permitted Investments; provided, however, that such investments shall mature not later than the next succeeding Settlement Date and any such Permitted Investments shall be credited to a securities account (as defined in the applicable UCC) over which the Administrative Agent for the benefit of the Purchasers shall have a first priority perfected security interest; provided, further, that no amounts in the Concentration Account may be invested in Permitted Investments unless and until (x) the Concentration Account shall be eligible to hold Permitted Investments and (y) the Concentration Account Agreement shall be revised to act as a securities account control agreement in a manner acceptable to the Administrative Agent in its sole discretion. All income or other gain from investment of monies deposited in the Concentration Account shall be deposited in the Concentration Account immediately upon receipt thereof, and any loss resulting from Permitted Investments shall be charged to the Concentration Account.

(c)[Reserved].

(d)Upon the occurrence and during the continuation of any Termination Event or an Unmatured Termination Event related to the Termination Events described in

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clauses (e), (i), (j), (k) or (l) of Exhibit V, the Administrative Agent may at any time thereafter give notice to each Lock-Box Bank and the Concentration Account Bank that the Administrative Agent is exercising its rights under the Lock-Box Agreements and the Concentration Account Agreement, as applicable, to do any or all of the following: (i) to have the exclusive ownership and control of such Accounts transferred to the Administrative Agent and to exercise exclusive dominion and control over the funds deposited therein, (ii) to have the proceeds that are sent to the respective Accounts redirected pursuant to the Administrative Agent’s instructions, and (iii) to take any or all other actions permitted under the applicable Lock-Box Agreement and the Concentration Account Agreement, as applicable. The Seller and the Servicer each hereby agrees that if the Administrative Agent at any time takes any action set forth in the preceding sentence, the Administrative Agent shall have exclusive control of the proceeds (including Collections) of all Pool Receivables and the Seller and the Servicer each hereby further agrees to take any other action that the Administrative Agent may reasonably request to transfer such control. Any proceeds of Pool Receivables received by the Seller or the Servicer thereafter shall be sent immediately to an account designated by the Administrative Agent in writing.

Section 4.4.Enforcement Rights.

(a)At any time following the occurrence of a Termination Event:

(i)the Administrative Agent may (with the consent or at the direction of the Majority Purchasers) direct the Obligors that payment of all amounts payable under any Pool Receivable is to be made directly to the Administrative Agent or its designee,

(ii)the Administrative Agent may (with the consent or at the direction of the Majority Purchasers) instruct the Seller or the Servicer to give notice of the Purchaser’s interest in Pool Receivables to each Obligor, which notice shall direct that payments be made directly to the Administrative Agent or its designee (on behalf of such Purchasers), and the Seller or the Servicer, as the case may be, shall give such notice at the expense of the Seller or the Servicer, as the case may be; provided, that if the Seller or the Servicer, as the case may be, fails to so notify each Obligor, the Administrative Agent (at the Seller’s or the Servicer’s, as the case may be, expense) may so notify the Obligors, and

(iii)the Administrative Agent may (with the consent or at the direction of the Majority Purchasers) request the Servicer to, and upon such request the Servicer shall: (A) assemble all of the records necessary or desirable to collect the Pool Receivables and the Related Security, and transfer or license to a successor Servicer the use of all software necessary or desirable to collect the Pool Receivables and the Related Security, and make the same available to the Administrative Agent or its designee (for the benefit of the Purchasers) at a place selected by the Administrative Agent, and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections in a manner acceptable to the Administrative Agent and, promptly upon receipt, remit all such

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cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Administrative Agent or its designee.

(b)The Seller hereby authorizes the Administrative Agent (on behalf of each Purchaser), and irrevocably appoints the Administrative Agent as its attorney-in-fact with full power of substitution and with full authority in the place and stead of the Seller, which appointment is coupled with an interest, to take any and all steps in the name of the Seller and on behalf of the Seller necessary or desirable, in the determination of the Administrative Agent, after the occurrence of a Termination Event, to collect any and all amounts or portions thereof due under any and all Pool Assets, including endorsing the name of the Seller on checks and other instruments representing Collections and enforcing such Pool Assets. Notwithstanding anything to the contrary contained in this subsection, none of the powers conferred upon such attorney-in-fact pursuant to the preceding sentence shall subject such attorney-in-fact to any liability if any action taken by it shall prove to be inadequate or invalid, nor shall they confer any obligations upon such attorney-in-fact in any manner whatsoever.

Section 4.5.Responsibilities of the Seller.

(a)Anything herein to the contrary notwithstanding, the Seller shall: (i) perform all of its obligations, if any, under the Contracts related to the Pool Receivables to the same extent as if interests in such Pool Receivables had not been transferred hereunder, and the exercise by the Administrative Agent or the Purchasers of their respective rights hereunder shall not relieve the Seller from such obligations, and (ii) pay when due any taxes, including any sales taxes payable in connection with the Pool Receivables and their creation and satisfaction. The Administrative Agent or any of the Purchasers shall not have any obligation or liability with respect to any Pool Asset, nor shall any of them be obligated to perform any of the obligations of the Seller, Servicer, Amphenol Corporation or the Originators thereunder.

(b)Amphenol Corporation hereby irrevocably agrees that if at any time it shall cease to be the Servicer hereunder, it shall act (if the then-current Servicer so requests) as the data-processing agent of the Servicer and, in such capacity, Amphenol Corporation shall conduct the data-processing functions of the administration of the Receivables and the Collections thereon in substantially the same way that Amphenol Corporation conducted such data-processing functions while it acted as the Servicer.

Section 4.6.Servicing Fee. (a)  Subject to paragraph (b), the Servicer shall be paid a fee (the “Servicing Fee”) equal to 0.75% per annum of the daily average aggregate Outstanding Balance of the Pool Receivables. The Aggregate of each Purchaser’s Ratable Share of such fee shall be paid through the distributions contemplated by Section 1.4 and 1.5, and the Seller’s Share of such fee shall be paid by the Seller.

(b)If the Servicer ceases to be Amphenol Corporation or an Affiliate thereof, the servicing fee shall be the greater of: (i) the amount calculated pursuant to paragraph (a), and (ii) an alternative amount specified by the successor Servicer not to exceed 110% of the aggregate

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reasonable costs and expenses incurred by such successor Servicer in connection with the performance of its obligations as Servicer.

Section 4.7.Reporting. On or prior to the fifteenth Business Day of each month (the “Report Date”), the Servicer shall prepare and forward to the Agent an Information Package relating to each Purchased Interest owned by the Purchasers and the Pool Receivables, as of the close of business of the Servicer on the preceding Month End Date and (ii) a certificate of Seller signed on its behalf by its chief financial officer, dated as of such Month End Date, to the effect that no Termination Event or Unmatured Termination Event has occurred and is continuing.

ARTICLE V.

THE AGENTS

Section 5.1.Appointment and Authorization. (a)  Each Purchaser hereby irrevocably designates and appoints Calyon New York Branch as the “Administrative Agent” hereunder and authorizes the Administrative Agent to take such actions and to exercise such powers as are delegated to the Administrative Agent hereby and to exercise such other powers as are reasonably incidental thereto. The Administrative Agent shall hold, in its name, for the benefit of each Purchaser, ratably, the Purchased Interest. The Administrative Agent shall not have any duties other than those expressly set forth herein or any fiduciary relationship with any Purchaser, and no implied obligations or liabilities shall be read into this Agreement, or otherwise exist, against the Administrative Agent. The Administrative Agent does not assume, nor shall it be deemed to have assumed, any obligation to, or relationship of trust or agency with, the Seller or Servicer. Notwithstanding any provision of this Agreement or any other Transaction Document to the contrary, in no event shall the Administrative Agent ever be required to take any action which exposes the Administrative Agent to personal liability or which is contrary to the provision of any Transaction Document or applicable law.

(b)Except as otherwise specifically provided in this Agreement, the provisions of this  Article  V are solely for the benefit of the Administrative Agent and the Purchasers, and none of the Seller or Servicer shall have any rights as a third-party beneficiary or otherwise under any of the provisions of this Article V, except that this Article V shall not affect any obligations which the Administrative Agent or any Purchaser may have to the Seller or the Servicer under the other provisions of this Agreement.

(c)In performing its functions and duties hereunder, the Administrative Agent shall act solely as the agent of the Purchasers and does not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the Seller or Servicer or any of their successors and assigns.

Section 5.2.Delegation of Duties. The Administrative Agent may execute any of its duties through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.

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Section 5.3.Exculpatory Provisions. None of the Administrative Agent or any of its directors, officers, agents or employees shall be liable for any action taken or omitted (i) with the consent or at the direction of the Majority Purchasers or (ii) in the absence of such Person’s gross negligence or willful misconduct. The Administrative Agent shall not be responsible to any Purchaser or other Person for (i) any recitals, representations, warranties or other statements made by the Seller, Servicer, or any of their Affiliates, (ii) the value, validity, effectiveness, genuineness, enforceability or sufficiency of any Transaction Document, (iii) any failure of the Seller, any Originator or any of their Affiliates to perform any obligation or (iv) the satisfaction of any condition specified in Exhibit II. The Administrative Agent shall not have any obligation to any Purchaser to ascertain or inquire about the observance or performance of any agreement contained in any Transaction Document or to inspect the properties, books or records of the Seller, Servicer, Originator or any of their Affiliates.

Section 5.4.Reliance by Agents. (a)  The Administrative Agent shall in all cases be entitled to rely, and shall be fully protected in relying, upon any document or other writing or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person and upon advice and statements of legal counsel (including counsel to the Seller), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall in all cases be fully justified in failing or refusing to take any action under any Transaction Document unless it shall first receive such advice or concurrence of the Majority Purchasers, and assurance of its indemnification, as it deems appropriate.

(b)The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement in accordance with a request of the Majority Purchasers, and such request and any action taken or failure to act pursuant thereto shall be binding upon all Purchasers, and the Administrative Agent.

Section 5.5.Notice of Termination Events. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Termination Event or Unmatured Termination Event unless such Administrative Agent has received notice from any Purchaser, the Servicer or the Seller stating that a Termination Event or Unmatured Termination Event has occurred hereunder and describing such Termination Event or Unmatured Termination Event. The Administrative Agent shall take such action concerning a Termination Event or Unmatured Termination Event as may be directed by the Majority Purchasers (unless such action otherwise requires the consent of all Purchasers), but until the Administrative Agent receives such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, as the Administrative Agent deems advisable and in the best interests of the Purchasers.

Section 5.6.Non-Reliance on Administrative Agent and Other Purchasers. Each Purchaser expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of the Seller, Amphenol Corporation, Servicer or any Originator, shall be deemed to constitute any representation or warranty by the Administrative Agent. Each Purchaser represents and warrants to the Administrative Agent that, independently and without reliance upon the Administrative Agent or any other Purchaser and based on such documents and

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information as it has deemed appropriate, it has made and will continue to make its own appraisal of and investigation into the business, operations, property, prospects, financial and other conditions and creditworthiness of the Seller, Amphenol Corporation, Servicer or the Originators, and the Receivables and its own decision to enter into this Agreement and to take, or omit, action under any Transaction Document. Except for items specifically required to be delivered hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Purchaser with any information concerning the Seller, Amphenol Corporation, Servicer or the Originators or any of their Affiliates that comes into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Section 5.7.Administrative Agents and Affiliates. Each of the Purchasers and the Administrative Agent and their Affiliates may extend credit to, accept deposits from and generally engage in any kind of banking, trust, debt, entity or other business with the Seller, Amphenol Corporation, Servicer or any Originator or any of their Affiliates and Calyon New York Branch may exercise or refrain from exercising its rights and powers as if it were not the Administrative Agent. With respect to the acquisition of the Eligible Receivables pursuant to this Agreement, the Administrative Agent shall have the same rights and powers under this Agreement as any Purchaser and may exercise the same as though it were not such an agent, and the terms “Purchaser” and “Purchasers” shall include the Administrative Agent in its individual capacities.

Section 5.8.Indemnification. The Administrative Agent and each Purchaser hereby covenants and agrees that it shall not institute against, or join any other Person in instituting against, any Conduit Purchaser any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law, for one year and a day after the latest maturing Note issued by such Conduit Purchaser is paid in full.

Section 5.9.Successor Administrative Agent. The Administrative Agent may, upon at least five (5) days notice to the Seller and each Purchaser resign as Administrative Agent. Such resignation shall not become effective until a successor agent is appointed by the Majority Purchasers and has accepted such appointment. Upon such acceptance of its appointment as Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall succeed to and become vested with all the rights and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under the Transaction Documents. After any retiring Administrative Agent’s resignation hereunder, the provisions of Sections 3.1 and 3.2 and this Article V shall inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent.

ARTICLE VI.

MISCELLANEOUS

Section 6.1.Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Transaction Document, or consent to any departure by the Seller or the

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Servicer therefrom, shall be effective unless in a writing signed by the Administrative Agent and each of the Majority Purchasers, and, in the case of any amendment, by the other parties thereto; and then such amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that to the extent required by any Conduit Purchaser’s commercial paper program, no such material amendment (including, for the avoidance of doubt, any addition to the list of Special Obligors on Annex F) shall be effective until the applicable Rating Agencies for such Conduit Purchaser have notified the Administrative Agent, in writing, that such action will not result in a reduction or withdrawal of the rating of any of such Conduit Purchaser’s Notes; provided, further that no such amendment or waiver shall, without the consent of each affected Purchaser, (A) extend the date of any payment or deposit of Collections by the Seller or the Servicer, (B) reduce the rate or extend the time of payment of Yield, (C) reduce any fees payable to the Administrative Agent or any Purchaser pursuant to the applicable Fee Letter, (D) change the amount of the aggregate investment of any Purchaser, any Purchaser’s pro rata share of the Purchased Interest or any Related Committed Purchaser’s Commitment, (E) amend, modify or waive any provision of the definition of “Majority Purchaser” or this Section 6.1, (F) consent to or permit the assignment or transfer by the Seller of any of its rights and obligations under this Agreement, (G) change the definition of “Days Sales Outstanding,” “Dilution,” “Dilution Horizon,” “Dilution Ratio,” “Dilution Reserve,” “Dilution Reserve Percentage,” “Dilution Spike,” “Dilution Volatility,” “Eligible Receivable,” “Expected Dilution Ratio,” “Loss Horizon Ratio,” “Loss Reserve,” “Minimum Loss Reserve Percentage,” “Loss Ratio,” “Servicing Fee Reserve,” or “Termination Event”, or (H) amend or modify any defined term (or any defined term used directly or indirectly in such defined term) used in clauses (A) through (G) above in a manner that would circumvent the intention of the restrictions set forth in such clauses. No failure on the part of the Purchasers or the Administrative Agent to exercise, and no delay in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.

Section 6.2.Notices, Etc. All notices and other communications hereunder shall, unless otherwise stated herein, be in writing (which shall include facsimile communication) and be sent or delivered to each party hereto at its address set forth under its name on the signature pages hereof (or in any Assumption Agreement or Transfer Supplement pursuant to which it became a party hereto) or at such other address as shall be designated by such party in a written notice to the other parties hereto. Notices and communications by facsimile shall be effective when sent (and shall be followed by hard copy sent by first class mail), and notices and communications sent by other means shall be effective when received.

Section 6.3.Successors and Assigns; Participations; Assignments; Opinions of Counsel.

(a)Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Except as otherwise provided herein, neither the Seller nor the Servicer may assign or transfer any of its rights or delegate any of its duties hereunder or under any Transaction Document without the prior written consent of the Administrative Agent. Each Conduit Purchaser may assign, participate, grant security interests in or otherwise transfer all or any portion of the Purchased Interest held by it to any Liquidity Provider or other financial institution providing liquidity support to such Conduit

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Purchaser in connection with its commercial paper program or any other Program Support Provider with respect to such Conduit Purchaser without prior notice to or consent from the Seller, the Servicer, any Originator, any other party or any other condition or restriction of any kind.

(b)Participations. Any Purchaser may sell to one or more Persons (each a “Participant”) participating interests in the interests of such Purchaser hereunder; provided, however, that no Purchaser shall grant any participation under which the Participant shall have rights to approve any amendment to or waiver of this Agreement or any other Transaction Document. Such Purchaser shall remain solely responsible for performing its obligations hereunder, and the Seller and the Administrative Agent shall continue to deal solely and directly with such Purchaser in connection with such Purchaser’s rights and obligations hereunder. A Purchaser shall not agree with a Participant to restrict such Purchaser’s right to agree to any amendment hereto, except amendments that require the consent of all Purchasers.

(c)Assignments by Certain Related Committed Purchasers. Any Related Committed Purchaser may assign to one or more Persons (each a “Purchasing Related Committed Purchaser”), reasonably acceptable to the Administrative Agent and the Seller, any portion of its Commitment pursuant to a supplement hereto, substantially in the form of Annex D with any changes as have been approved by the parties thereto (a “Transfer Supplement”), executed by each such Purchasing Related Committed Purchaser, such selling Related Committed Purchaser and the Administrative Agent. Any such assignment by Related Committed Purchaser cannot be for an amount less than $10,000,000 and there shall not be more than five Related Committed Purchasers in the aggregate. Upon (i) the execution of the Transfer Supplement, (ii) delivery of an executed copy thereof to the Seller and the Administrative Agent and (iii) payment by the Purchasing Related Committed Purchaser to the selling Related Committed Purchaser of the agreed purchase price, such selling Related Committed Purchaser shall be released from its obligations hereunder to the extent of such assignment and such Purchasing Related Committed Purchaser shall for all purposes be a Related Committed Purchaser party hereto and shall have all the rights and obligations of a Related Committed Purchaser hereunder to the same extent as if it were an original party hereto. The amount of the Commitment of the selling Related Committed Purchaser allocable to such Purchasing Related Committed Purchaser shall be equal to the amount of the Commitment of the selling Related Committed Purchaser transferred regardless of the purchase price paid therefor. The Transfer Supplement shall be an amendment hereof only to the extent necessary to reflect the addition of such Purchasing Related Committed Purchaser as a “Related Committed Purchaser” and any resulting adjustment of the selling Related Committed Purchaser’s Commitment.

(d)Replaceable Related Committed Purchaser. If any Related Committed Purchaser (a “Replaceable Related Committed Purchaser”) shall cease to have a short-term debt rating at least equal to the ratings then assigned by the applicable Rating Agencies to the Notes of the related Conduit Purchaser (if such a rating is required by the related Conduit Purchaser’s securitization program), the Administrative Agent may designate a replacement financial institution (a “Replacement Related Committed Purchaser”), to which such Replaceable Related Committed Purchaser shall, subject to its receipt of an amount equal to the aggregate outstanding principal balance of its Investment and accrued and unpaid Aggregate Yield thereon (and, if applicable, its receipt (unless a later date for the remittance thereof shall be agreed upon by the

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Seller and such Replaceable Related Committed Purchaser) of all amounts claimed under Section 1.9 and/or 1.10), promptly assign all of its rights, obligations and Commitment hereunder, together with all of its right, title and interest in, to and under the Purchased Interest allocable to it, to the Replacement Related Committed Purchaser in accordance with Section 6.3(c), above. Once such assignment becomes effective, the Replacement Related Committed Purchaser shall be deemed to be a “Related Committed Purchaser” for all purposes hereof and such Replaceable Related Committed Purchaser shall cease to be “Related Committed Purchaser” for all purposes hereof and shall have no further rights or obligations hereunder.

(e)Assignment by Conduit Purchasers. Each party hereto agrees and consents (i) to any Conduit Purchaser’s assignment, participation, grant of security interests in or other transfers of any portion of, or any of its beneficial interest in, the Purchased Interest (or portion thereof), including without limitation to any collateral agent in connection with its commercial paper program and (ii) to the complete assignment by any Conduit Purchaser of all of its rights and obligations hereunder to any other Person, and upon such assignment such Conduit Purchaser shall be released from all obligations and duties, if any, hereunder; provided, however, that such Conduit Purchaser may not, without the prior consent of its Related Committed Purchasers, make any such transfer of its rights hereunder unless the assignee (i) is principally engaged in the purchase of assets similar to the assets being purchased hereunder and (ii) issues commercial paper or other Notes with credit ratings substantially comparable to the ratings of the assigning  Conduit Purchaser. Such Conduit Purchaser shall promptly (i) notify each of the other parties hereto of such assignment and (ii) take all further action that the assignee reasonably requests in order to evidence the assignee’s right, title and interest in such interest in the Purchased Interest and to enable the assignee to exercise or enforce any rights of such Conduit Purchaser hereunder. Upon the assignment of any portion of its interest in the Purchased Interest, the assignee shall have all of the rights hereunder with respect to such interest (except that the Aggregate Yield therefor shall thereafter accrue at the rate, determined with respect to the assigning Conduit Purchaser unless the Seller, the Administrative Agent and the assignee shall have agreed upon a different Aggregate Yield).

(f)Opinions of Counsel. If required by the Administrative Agent or to maintain the ratings of any Conduit Purchaser, each Transfer Supplement must be accompanied by an opinion of counsel of the assignee as to such matters as the Administrative Agent may reasonably request.

Section 6.4.Costs, Expenses and Taxes.

(a)In addition to the rights of indemnification granted under Section 3.1, the Seller agrees to pay on demand all reasonable costs and expenses in connection with the preparation, execution, delivery and administration (including periodic internal audits by the Administrative Agent of Pool Receivables) of this Agreement, the other Transaction Documents and the other documents and agreements to be delivered hereunder (and all reasonable costs and expenses in connection with any amendment, waiver or modification of any thereof) (subject to any restrictions set forth in the Fee Letter for all such costs and expenses for the preparation, execution and delivery of this Agreement and the other Transaction Documents), including: (i) Attorney Costs for the Administrative Agent, and its respective Affiliates and agents with respect thereto and with respect to advising the Administrative Agent and its respective Affiliates and

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agents as to their rights and remedies under this Agreement and the other Transaction Documents, and (ii) all reasonable costs and expenses (including Attorney Costs), if any, of the Administrative Agent and its respective Affiliates and agents in connection with the enforcement of this Agreement and the other Transaction Documents.

(b)The Seller also hereby agrees to pay on demand any and all stamp and other taxes and fees payable in connection with the execution, delivery, filing and recording of this Agreement or the other documents or agreements to be delivered hereunder, and agrees to save each Indemnified Party harmless from and against any liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees.

Section 6.5.No Proceedings; Limitation on Payments. (a)  Each of the Seller, Amphenol Corporation, the Servicer, the Administrative Agent, the Purchasers, each assignee of the Purchased Interest or any interest therein, and each Person that enters into a commitment to purchase the Purchased Interest or interests therein, hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Note issued by such Conduit Purchaser is paid in full. The provision of this Section 6.5(a) shall survive any termination of this Agreement.

(b)The Conduit Purchaser shall not be obligated to pay any amount pursuant to this Agreement unless the Conduit Purchaser has excess cash flow from operations or has received funds with respect to such obligation which may be used to make such payment and which funds or excess cash flow are not required to repay when due its Notes or any of its other obligations with respect to its commercial paper program. Any and all claims against the Conduit Purchaser under this Agreement shall be subordinate to the claims of the holders of the Notes or the Conduit Purchaser’s other obligations with respect to its commercial paper program. Any amount which the Conduit Purchaser does not pay pursuant to the operation of the preceding sentence shall not constitute a claim, as defined in Section 101(5) of the United States Bankruptcy Code, against the Conduit Purchaser for any such insufficiency unless and until the Conduit Purchaser does have excess cash flow or excess funds.

Section 6.6.GOVERNING LAW AND JURISDICTION.

(a)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) EXCEPT TO THE EXTENT THAT, UNDER THE LAW OF THE STATE OF NEW YORK, THE VALIDITY OR PERFECTION OF A SECURITY INTEREST OR REMEDIES HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.

(b)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

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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.

Section 6.7.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 6.8.Survival of Termination. The provisions of Sections 1.9, 1.10, 3.1, 3.2, 6.4, 6.5, 6.6, 6.9 and 6.14 shall survive any termination of this Agreement.

Section 6.9.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 6.10.Sharing of Recoveries. Each Purchaser agrees that if it receives any recovery, through set-off, judicial action or otherwise, on any amount payable or recoverable hereunder in a greater proportion than should have been received hereunder or otherwise inconsistent with the provisions hereof, then the recipient of such recovery shall purchase for cash an interest in amounts owing to the other Purchasers (as return of Investment or otherwise), without representation or warranty except for the representation and warranty that such interest is being sold by each such other Purchaser free and clear of any Adverse Claim created or granted by such other Purchaser, in the amount necessary to create proportional participation by the Purchaser in such recovery. If all or any portion of such amount is thereafter recovered from the recipient, such purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

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Section 6.11.Right of Setoff. During a Termination Event, each Purchaser is hereby authorized (in addition to any other rights it may have) to setoff, appropriate and apply (without presentment, demand, protest or other notice which are hereby expressly waived) any deposits and any other indebtedness held or owing by such Purchaser (including by any branches or agencies of such Purchaser) to, or for the account of, the Seller against amounts owing by the Seller hereunder (even if contingent or unmatured).

Section 6.12.Entire Agreement. This Agreement and the other Transaction Documents embody the entire agreement and understanding between the parties hereto, and supersede all prior or contemporaneous agreements and understandings of such Persons, verbal or written, relating to the subject matter hereof and thereof.

Section 6.13.Headings. The captions and headings of this Agreement and any Exhibit, Schedule or Annex hereto are for convenience of reference only and shall not affect the interpretation hereof or thereof.

Section 6.14.Purchasers’ Liabilities. The obligations of each Purchaser under the Transaction Documents are solely the corporate obligations of such Person. Except with respect to any claim arising out of the willful misconduct or gross negligence of the Administrative Agent or any Purchaser, no claim may be made by the Seller or the Servicer or any other Person against the Administrative Agent or any Purchaser or their respective Affiliates, directors, members, managers, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by the Agreement or any other Transaction Document, or any act, omission or event occurring in connection therewith; and each of Seller and Servicer hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

[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:

Name:

Title:

Address:

358 Hall Avenue

Wallingford, Connecticut 06492

Attention: Treasurer

Facsimile: (203) 265-8623

AMPHENOL CORPORATION,

individually and as initial Servicer

By:

Name:

Title:

Address:

358 Hall Avenue

Wallingford, Connecticut 06492

Attention: Treasurer

Facsimile: (203) 265-8623

S-1

ATLANTIC ASSET SECURITIZATION LLC
as Conduit Purchaser
By:	CALYON NEW YORK BRANCH,
	as Attorney-in-fact
By:
Name:
Title:
By:
Name:
Title:
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

S-2

CALYON NEW YORK BRANCH,

as Administrative Agent

By:

Name:

Title:

By:

Name:

Title:

Address:

1301 Avenue of the Americas

New York, NY 10019

Attention: Matthew Croghan

Telephone: (212) 459-2619

Facsimile: (212) 459-3258

S-3

THE RELATED COMMITTED PURCHASERS:
CALYON NEW YORK BRANCH,
as a Related Committed Purchaser for ATLANTIC
ASSET SECURITIZATION LLC
By:
Name:
Title:
By:
Name:
Title:
Percentage:	100%
Address:
1301 Avenue of the Americas
New York, NY 10019
Attention: Matthew Croghan
Telephone: (212) 459-2619
Facsimile: (212) 459-3258

S-4

EXHIBIT I
DEFINITIONS

As used in the Receivables Purchase Agreement and the Purchase and Sale Agreement (including their respective Exhibits, Schedules and Annexes), the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined). Unless otherwise indicated, all Section, Annex, Exhibit and Schedule references in this Exhibit are to Sections of and Annexes, Exhibits and Schedules to the Receivables Purchase Agreement.

“61-90 Days Past Due Ratio” means for any calendar month the percentage equivalent to a fraction computed as of the last day of such calendar month (a) the numerator of which is equal to the sum of the aggregate Outstanding Balance of Pool Receivables that were 61 to 90 days past due as of the last day of such calendar month and (b) the denominator of which is the aggregate gross sales of the Originators during the third month preceding such calendar month.

“91-120 Days Past Due Ratio” means for any calendar month the percentage equivalent to a fraction computed as of the last day of such calendar month (a) the numerator of which is equal to the sum of the aggregate Outstanding Balance of Pool Receivables that were 91 to 120 days past due as of the last day of such calendar month and (b) the denominator of which is the aggregate gross sales of the Originators during the fourth month preceding such calendar month.

“Accounts” means the Lock-Box Account(s) and/or the Concentration Account, as applicable.

“Administrative Agent” means Calyon, as Administrative Agent for the Purchasers.

“Adverse Claim” means a lien, security interest or other charge or encumbrance, or any other type of preferential arrangement; it being understood that any thereof in favor of the Administrative Agent (for the benefit of the Purchasers) shall not constitute an Adverse Claim.

“AFC Note” has the meaning set forth in Section 3.1 of the Purchase and Sale Agreement.

“Affected Person” means any Purchaser, Liquidity Provider, the Administrative Agent or any other Program Support Provider or any of their Affiliates.

“Affiliate” means, as to any Person: (a) any Person that, directly or indirectly, is in control of, is controlled by or is under common control with such Person, or (b) who is a director or officer: (i) of such Person or (ii) of any Person described in clause (a), except that, in the case of each Conduit Purchaser, Affiliate shall mean the holder of its capital stock. For purposes of this definition, control of a Person shall mean the power, direct or indirect: (x) to vote 25% or more of the securities having ordinary voting power for the election of directors of such Person, or (y) to direct or cause the direction of the management and policies of such Person, in either case whether by ownership of securities, contract, proxy or otherwise.

“Affiliated Obligor” means any Obligor that is an Affiliate of another Obligor.

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“Aged Receivables Ratio” means for any month the percentage equivalent to a fraction computed as of the last day of such calendar month (a) the numerator of which is equal to the sum of (i) the aggregate Outstanding Balance of Pool Receivables that were 91 to 120 days past due as of the last day of such calendar month and (ii) (without duplication) the aggregate Outstanding Balance of Pool Receivables that were less than 121 days past due which, consistent with the Credit and Collection Policy, were written off as uncollectible during such calendar month, and (b) the denominator of which is the aggregate gross sales of the Originators during the fourth month preceding such calendar month.

“Aggregate Investment” means the aggregate amount paid to the Seller in respect of the Purchased Interest by all Purchasers pursuant to the Agreement, as reduced from time to time by Collections distributed and applied on account of such Aggregate Investment pursuant to Section 1.5 of the Receivables Purchase Agreement; provided, that if such Aggregate Investment shall have been reduced by any distribution, and thereafter all or a portion of such distribution is rescinded or must otherwise be returned for any reason, such Aggregate Investment shall be increased by the amount of such rescinded or returned distribution as though it had not been made.

“Aggregate Yield” at any time, means the sum, for each Purchaser of the aggregate accrued and unpaid Yield with respect to such Purchaser’s Investment at such time.

“Agreement” means the Receivables Purchase Agreement, as used in the Receivables Purchase Agreement, and the Purchase and Sale Agreement, as used in the Purchase and Sale Agreement.

“Alternate Rate” for any Fixed Period for any Purchased Interest (funded other than through the issuance of Notes), means an interest rate per annum equal to: (a) the Euro Rate for such Fixed Period plus the Applicable Spread, or (b) in the sole discretion of the Administrative Agent the Base Rate for such Fixed Period; provided, however, that the “Alternate Rate” for any day while a Termination Event exists shall be an interest rate equal to 2.00% per annum above the Base Rate in effect on such day.

“Amphenol Change in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof), of shares of capital stock representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding shares of capital stock of Amphenol Corporation, (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of Amphenol Corporation by Persons who were neither (i) nominated by the board of directors of Amphenol Corporation nor (ii) appointed by directors so nominated, or (c) the acquisition of direct or indirect Control of Amphenol Corporation by any Person or group.

“Amphenol Corporation Undertaking Agreement” means an agreement substantially in the form of Annex E of the Receivables Purchase Agreement.

“Amphenol Person” means each of Amphenol Corporation, each Originator and each other Subsidiary or Affiliate of Amphenol Corporation.

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“Applicable Spread” means, (i) 0.575% if the long-term senior unsecured rating of Amphenol Corporation is at least BBB from S&P and Baa2 from Moody’s or if the Consolidated Ratio is less than 0.5:1.0, (ii) 0.700% if the long-term senior unsecured rating of Amphenol Corporation is BBB- from S&P and Baa3 from Moody’s or if the Consolidated Ratio is greater than or equal to 0.5:1.0 but less than 1.0:1.0, (iii) 0.825% if the long-term senior unsecured rating of Amphenol Corporation is BB+ from S&P and Ba1 from Moody’s or if the Consolidated Ratio is greater than or equal to 1.0:1.0 but less than 2.0:1.0, (iv) 1.075% if the long-term senior unsecured rating of Amphenol Corporation is BB from S&P and Ba2 from Moody’s or if the Consolidated Ratio is greater than or equal to 2.0:1.0 but less than 2.5:1.0 and (v) 1.325%, if the long-term senior unsecured rating of Amphenol Corporation is less than BB from S&P or less than Ba2 from Moody’s and the Consolidated Ratio is greater than or equal to 2.5:1.0.

“Assumption Agreement” means an agreement substantially in the form set forth in Annex C to the Receivables Purchase Agreement.

“Atlantic” means Atlantic Asset Securitization LLC, a Delaware limited liability company.

“Attorney Costs” means and includes all reasonable fees and disbursements of any law firm or other external counsel, the reasonable allocated cost of internal legal services and all reasonable disbursements of internal counsel.

“Bankruptcy Code” means the United States Bankruptcy Reform Act of 1978 (11 U.S.C. § 101, et seq.), as amended from time to time.

“Base Rate” for any Fixed Period for any Purchased Interest means a fluctuating interest rate per annum equal to the higher of:

(a)the interest rate established by the Administrative Agent from time to time as its “base rate,” “prime rate” or other similar rate; and

(b)2.00% per annum above the Federal Funds Rate for such date.

“Benefit Plan” means any employee benefit pension plan as defined in Section 3(2) of ERISA in respect of which the Seller, any Originator, Amphenol Corporation or any ERISA Affiliate is, or at any time during the immediately preceding six years was, an “employer” as defined in Section 3(5) of ERISA.

“Business Day” means any day (other than a Saturday or Sunday) on which: (a) banks are not authorized or required to close in New York City, New York or Wallingford, Connecticut, and (b) if this definition of “Business Day” is utilized in connection with the Euro-Rate, dealings are carried out in the London interbank market.

“Calyon” means Calyon New York Branch, a French banking corporation, duly licensed under the laws of the State of New York.

I-3

“Change in Control” means that Amphenol Corporation ceases to own, directly or indirectly, (a) 100% of the capital stock of the Seller or (b) a majority of the capital stock of any Originator.

“Closing Date” means July 31, 2006.

“Collections” means, with respect to any Pool Receivable: (a) all funds that are received by any Originator, Amphenol Corporation, the Seller or the Servicer in payment of any amounts owed in respect of such Receivable (including purchase price, finance charges, interest and all other charges), or applied to amounts owed in respect of such Receivable (including insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the related Obligor or any other Person directly or indirectly liable for the payment of such Pool Receivable and available to be applied thereon), (b) all Deemed Collections and (c) all other proceeds of such Pool Receivable.

“Commitment” means, with respect to each Related Committed Purchaser, the maximum amount which such Purchaser is obligated to pay under the Receivables Purchase Agreement on account of all Purchases, as set forth below its signature to the Receivables Purchase Agreement or in the Assumption Agreement pursuant to which it became a Purchaser, as such amount may be modified in connection with any subsequent assignment pursuant to Section 6.3(c) of the Receivables Purchase Agreement or in connection with a change in the Purchase Limit pursuant to Section 1.1(b) of the Receivables Purchase Agreement.

“Commitment Expiry Date” means for any Related Committed Purchaser, initially July 30, 2007, 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.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.

“Concentration Account” means that certain bank account in the name of the Seller numbered 00450634 and maintained at Deutsche Bank Trust Company Americas, which is (i) pledged on a first priority basis to the Administrative Agent pursuant to Section 1.2(d) of the Receivables Purchase Agreement, and (ii) governed by the Concentration Account Agreement.

“Concentration Account Agreement” means the blocked account agreement among the Seller, the Administrative Agent and the Concentration Account Bank, as the same may be amended, supplemented, amended and restated, or otherwise modified from time to time in accordance with the Agreement.

“Concentration Account Bank” means the bank maintaining the Concentration Account.

“Conduit Purchaser” means Atlantic, any successor or permitted assignee of Atlantic and any Person that becomes a Purchaser under the Receivables Purchase Agreement, that funds its Purchases with Notes and that is not a Related Committed Purchaser.

I-4

“Consolidated Ratio” means the “Consolidated Leverage Ratio” as defined in the Credit Agreement dated as of July 15, 2005 among Amphenol Corporation and certain of its subsidiaries, Bank of America, N.A. as Administrative Agent and the lenders party thereto, as amended, restated or modified from time to time.

“Contract” means, with respect to any Receivable, any and all contracts, instruments, agreements, leases, invoices, notes or other writings pursuant to which such Receivable arises or that evidence such Receivable or under which an Obligor becomes or is obligated to make payment in respect of such Receivable.

“CP Rate” for any Fixed Period for the Purchased Interest means, to the extent the Conduit Purchaser funds such Purchased Interest for such Fixed Period by issuing Notes, the sum of (i) the rate per annum (or if more than one rate, the weighted average of the rates) at which Notes of the Conduit Purchaser having a term equal to such Fixed Period and to be issued to fund such Purchased Interest may be sold by any placement agent or commercial paper dealer selected by the Administrative Agent on behalf of the Conduit Purchaser, as agreed between each such agent or dealer and the Administrative Agent and notice of which has been given by the Administrative Agent to the Servicer; provided if the rate (or rates) as agreed between any such agent or dealer and the Agent for any Fixed Period for any portion of the Purchased Interest is a discount rate (or rates), then such rate shall be the rate (or if more than one rate, the weighted average of the rates) resulting from converting such discount rate (or rates) to an interest-bearing equivalent rate per annum, plus (ii) commissions of placement agents and dealers in respect of such commercial paper and other costs associated with the issuance of such commercial paper, including, without limitation, issuing and paying agent fees, in each case expressed as an interest-bearing rate per annum, plus (iii) at any time when a Termination Event shall have occurred and be continuing, 2.00% per annum.

“Credit and Collection Policy” means, as the context may require, those receivables credit and collection policies and practices of each Originator and of Amphenol Corporation in effect on the date of the Purchase and Sale Agreement and described in Schedule I to the Receivables Purchase Agreement, as modified in compliance with the Receivables Purchase Agreement and the Purchase and Sale Agreement.

“Days Sales Outstanding” means at any time the product of (a) the number of days in the calendar month most recently ended, and (b) the quotient obtained by dividing (i) the aggregate Outstanding Balance of Pool Receivables on the last day of such calendar month by (ii) the aggregate dollar amount of Pool Receivables created during such calendar month.

“Debt” means: (a) indebtedness for borrowed money, (b) obligations evidenced by bonds, debentures, notes or other similar instruments, (c) obligations to pay the deferred purchase price of property or services, (d) obligations as lessee under leases that shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases, and (e) obligations under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to in clauses (a) through (d) of this definition.

I-5

“Declining Conduit Purchaser” has the meaning set forth in Section 1.4(b) of the Receivables Purchase Agreement.

“Declining Notice” has the meaning set forth in Section 1.4(b) of the Receivables Purchase Agreement.

“Deemed Collections” has the meaning set forth in Section 1.6(a) of the Receivables Purchase Agreement.

“Default Ratio” means, for any month, the ratio (expressed as a percentage and rounded to the nearest 1/100 of 1%, with 5/1000th of 1% rounded upward) computed as of the last day of such calendar month by dividing: (a) the aggregate Outstanding Balance of all Pool Receivables that were Defaulted Receivables on such day, by (b) the aggregate Outstanding Balance of all Pool Receivables on such day.

“Defaulted Receivable” means a Receivable:

(a) as to which any payment, or part thereof, is more than 120 days past due, or

(b) without duplication (i) as to which an Event of Bankruptcy shall have occurred with respect to the Obligor thereof or any other Person obligated thereon or owning any Related Security with respect thereto, (ii) that has been written off the Seller’s books as uncollectible or (iii) that should have been written off the Seller’s books as uncollectible pursuant to the Credit and Collection Policy.

“Delinquency Ratio” means, for any month, the ratio (expressed as a percentage and rounded to the nearest 1/100 of 1%, with 5/1000th of 1% rounded upward) computed as of the last day of such calendar month by dividing: (a) the aggregate Outstanding Balance of all Pool Receivables that were Delinquent Receivables on such day by (b) the aggregate Outstanding Balance of all Pool Receivables on such day.

“Delinquent Receivable” means a Receivable that is not a Defaulted Receivable and (a) as to which any payment, or part thereof, is 91-120 days past due or (b) without duplication, which has been (or consistent with the Credit and Collection Policy, would be) classified as a Delinquent Receivable by the applicable Originator.

“Dilution” means with respect to any Receivable, the aggregate amount of any reductions or adjustments in the Outstanding Balance of such Receivable as the result of any defective, rejected, returned, repossessed or foreclosed merchandise or services or any rebate, sales allowance, cash discount or other reduction or setoff; provided, however, that any reduction or adjustment solely as a result of the Distributor Incentive Program shall not constitute a Dilution.

“Dilution Horizon” means for any calendar month the ratio (expressed as a percentage and rounded to the nearest 1/100th of 1%, with 5/1000th of 1% rounded upward) computed by dividing: (a) the aggregate Outstanding Balance of Receivables generated during such calendar month by (b) the Net Receivable Pool Balance as of the close of business on the last day of such calendar month.

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“Dilution Ratio” means for any calendar month the ratio (expressed as a percentage and rounded to the nearest 1/100th of 1%, with 5/1000th of 1% rounded upward) computed as of the last day of such calendar month, by dividing (a) the aggregate Dilutions for such calendar month by (b) the aggregate amount of newly generated Receivables during the previous calendar month.

“Dilution Reserve” means, at any time, for the Purchased Interest, an amount equal to the Aggregate Investment at such time multiplied by the Dilution Reserve Percentage.

“Dilution Reserve Percentage” means, at any time, an amount equal to the product of (a) the sum of (i) the product of (X) the Stress Factor and (Y) the Expected Dilution Ratio, plus (ii) the Dilution Volatility, times (b) the Dilution Horizon.

“Dilution Spike” means on any date the highest Reserve Dilution Ratio as of the last day of each of the immediately preceding twelve (12) calendar months.

“Dilution Volatility” means on any date the product of (a) the excess of the Dilution Spike for such date over the Expected Dilution Ratio as of such date and (b) the quotient obtained by dividing such Dilution Spike by such Expected Dilution Ratio.

“Distributor Incentive Program” means the distributor incentive programs of Amphenol Aerospace pursuant to which contractual discounts are provided to that Originator’s distributor obligors. Eligible discount programs are “ship and debit liabilities,” “2% discount accrued liability,” and “contractual returns.”

“Eligible Obligor” means, at any time, an Obligor:

(a)that is located in the United States or that is an OECD Obligor or a Foreign Obligor from Highly Rated Country,

(b)that is not subject to any Event of Bankruptcy,

(c)that is not an Affiliate of Amphenol Corporation or any Affiliate of Amphenol Corporation,

(d)whose Consent to the sale or assignment of any Receivable due therefrom is not required under the terms of the related Contract, and

(e)not more than 50% of the Receivables due therefrom are more than 90 days past due.

“Eligible Receivable” means, at any time, a Pool Receivable:

(a)that is denominated and payable only in U.S. dollars in the United States,

(b)the Obligor of which is an Eligible Obligor,

(c)that is not a Defaulted Receivable or a Delinquent Receivable,

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(d)that does not cause the Weighted Average Term of the Receivables Pool to be greater than 45 days,

(e)that arises under a duly authorized Contract for the sale and delivery of goods and services in the ordinary course of an Originator’s business,

(f)that was originated in accordance with the applicable Credit and Collection Policy,

(g)that represents amounts earned and payable by the Obligor that are not subject to the performance of additional services by the Seller or the Originator thereof,

(h)in which the Seller owns good and marketable title, free and clear of any Adverse Claims, and that is freely assignable by the Seller (without any consent of the related Obligor),

(i)for which the Administrative Agent (for the benefit of each Purchaser) shall have a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, and a valid and enforceable first priority perfected security interest therein and in the Related Security and Collections with respect thereto, in each case free and clear of any Adverse Claim,

(j)that constitutes an “account” as defined in the applicable UCC,

(k)that arises under a duly authorized Contract that is in full force and effect and that is a legal, valid and binding obligation of the related Obligor, enforceable against such Obligor in accordance with its terms,

(l)that conforms in all material respects with all applicable laws, rulings and regulations in effect,

(m)that is not the subject of any asserted dispute, offset or hold back defense,

(n)that has not been modified, waived or restructured since its creation, except in accordance with the Receivables Purchase Agreement and the Credit and Collection Policy,

(o)for which none of the Originator thereof, the Seller and the Servicer has established any offset arrangements with the related Obligor,

(p)which arises under a Contract that directs the related Obligor to remit payment in respect thereof to a permitted Lock-Box Account or other permitted collection account,

(q)the terms of the related Contract do not require the Consent of the Obligor to the sale or assignment of such Receivable,

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(r)which is not evidenced by a note or other “instrument” within the meaning of Article 9 of the UCC of the applicable jurisdictions governing the perfection of the interest created by a Purchased Interest, and

(s)that does not represent an amount related to sales taxes.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor statute of similar import, together with the regulations thereunder, in each case as in effect from time to time. References to sections of ERISA also refer to any successor sections.

“ERISA Affiliate” means: (a) any corporation that is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Internal Revenue Code) as the Seller, any Originator or Amphenol Corporation, (b) a trade or business (whether or not incorporated) under common control (within the meaning of Section 414(c) of the Internal Revenue Code) with the Seller, any Originator or Amphenol Corporation, or (c) a member of the same affiliated service group (within the meaning of Section 414(m) of the Internal Revenue Code) as the Seller, any Originator, any corporation described in clause (a) or any trade or business described in clause (b).

“Euro-Rate” means with respect to any Fixed Period, the interest rate per annum determined by the Administrative Agent by dividing (the resulting quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per annum) (i) the rate of interest determined by the Administrative Agent in accordance with its usual procedures (which determination shall be conclusive absent manifest error) to be the average of the London interbank market offered rates for U.S. dollars quoted by the BBA as set forth on Dow Jones Markets Service (formerly known as Telerate) (or appropriate successor or, if British Bankers’ Association or its successor ceases to provide display page 3750 (or such other display page on the Dow Jones Markets Service system as may replace display page 3750) at or about 11:00 a.m. (London time) on the Business Day which is two (2) Business Days prior to the first day of such Fixed Period for an amount comparable to the aggregate investment associated with the Purchased Interest to be funded at a discount rate (for the related Yield) based upon the Euro-Rate during such Fixed Period by (ii) a number equal to 1.00 minus the Euro-Rate Reserve Percentage. The Euro-Rate may also be expressed by the following formula:

Euro-Rate =	Average of London interbank offered rates quoted by BBA as shown on Dow Jones Markets Service display page 3750 or appropriate successor
	1.00 - Euro-Rate Reserve Percentage

where “Euro-Rate Reserve Percentage” means, the maximum effective percentage in effect on such day as prescribed by the Board of Governors of the Federal Reserve System (or any successor) for determining the reserve requirements (including without limitation, supplemental, marginal, and emergency reserve requirements) with respect to eurocurrency funding (currently referred to as “Eurocurrency Liabilities”). The Euro-Rate shall be adjusted with respect to any aggregate investment associated with the Purchased Interest funded at a discount rate (for the related Yield)  based upon the Euro-Rate that is outstanding on the effective date of any change in the Euro-Rate Reserve Percentage as of such effective date. The Administrative Agent shall

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give prompt notice to the Seller of the Euro-Rate as determined or adjusted in accordance herewith (which determination shall be conclusive absent manifest error).

“Event of Bankruptcy” means (a) any case, action or proceeding before any court or other governmental authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors or (b) any general assignment for the benefit of creditors of a Person or any composition, marshalling of assets for creditors of a Person, or other similar arrangement in respect of its creditors generally or any substantial portion of its creditors; in each of cases (a) and (b) undertaken under U.S. Federal, state or foreign law, including the U.S. Bankruptcy Code.

“Exiting Purchaser” has the meaning set forth in Section 1.4(b) of the Receivables Purchase Agreement.

“Expected Dilution Ratio” means at any time the rolling average of the Dilution Ratios for the preceding twelve (12) months.

“Facility Termination Date” means the earliest to occur of: (a) the Scheduled Facility Termination Date, (b) the occurrence of the Facility Termination Date pursuant to Section 2.2 of the Receivables Purchase Agreement, (c) the date on which the Seller reduces the Purchase Limit to zero pursuant to Section 1.1(b) of the Receivables Purchase Agreement, and (d) the date on which the commitments of all of the Liquidity Providers have been terminated under the related Liquidity Agreements; it being understood that with respect to any Related Committed Purchaser, such Related Committed Purchaser’s Commitment shall expire on the Scheduled Commitment Expiry Date unless renewed in accordance with Section 1.12 of the Receivables Purchase Agreement.

“Federal Funds Rate” means, for any day, the per annum rate set forth in the weekly statistical release designated as H.15(519), or any successor publication, published by the Federal Reserve Board (including any such successor, “H.15(519)”) for such day opposite the caption “Federal Funds (Effective).” If on any relevant day such rate is not yet published in H.15(519), the rate for such day will be the rate set forth in the daily statistical release designated as the Composite 3:30 p.m. Quotations for U.S. Government Securities, or any successor publication, published by the Federal Reserve Bank of New York (including any such successor, the “Composite 3:30 p.m. Quotations”) for such day under the caption “Federal Funds Effective Rate.” If on any relevant day the appropriate rate is not yet published in either H.15(519) or the Composite 3:30 p.m. Quotations, the rate for such day will be the arithmetic mean as determined by the Administrative Agent of the rates for the last transaction in overnight Federal funds arranged before 9:00 a.m. (New York time) on that day by each of three leading brokers of Federal funds transactions in New York City selected by the Administrative Agent.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System, or any entity succeeding to any of its principal functions.

“Fees” means the fees payable by the Seller to the Administrative Agent and the Purchasers pursuant to the applicable Fee Letter.

“Fitch” means Fitch, Inc.

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“Fixed Period” means, with respect to any Purchased Interest, (a) initially the period commencing on (and including) the date of purchase of such Purchased Interest and ending such number of days thereafter as the Seller shall select and the Administrative Agent shall approve; and (b) thereafter each period commencing on the last day of the immediately preceding Fixed Period for such Purchased Interest and ending such number of days (but not more than ninety (90)) as the Seller shall select and the Administrative Agent shall approve on notice by the Seller received by the Administrative Agent (including notice by telephone, confirmed in writing) not later than the third Business Day prior to such last day, except that if the Administrative Agent shall not have received such notice or approved such period on or before the third Business Day prior to such last day, such period shall be one day; provided, that:

(i)any Fixed Period (other than of one day) which would otherwise end on a day which is not a Business Day shall be extended to the next succeeding Business Day; provided, however, if Yield in respect of such Fixed Period is computed by reference to the Euro-Rate, and such Fixed Period would otherwise end on a day which is not a Business Day, and there is no subsequent Business Day in the same calendar month as such day, such Fixed Period shall end on the next preceding Business Day;

(ii)in the case of any Fixed Period of one day, (A) if such Fixed Period is the initial Fixed Period for a purchase hereunder (other than a reinvestment), such Fixed Period shall be the day of such purchase; (B) any subsequently occurring Fixed Period which is one day shall, if the immediately preceding Fixed Period is more than one day, be the last day of such immediately preceding Fixed Period, and, if the immediately preceding Fixed Period is one day, be the day next following such immediately preceding Fixed Period; and (C) if such Fixed Period occurs on a day immediately preceding a day which is not a Business Day, such Fixed Period shall be extended to the next succeeding Business Day; and

(iii)in the case of any Fixed Period with respect to any Purchased Interest which commences before the Facility Termination Date and would otherwise end on a date occurring after the Facility Termination Date, such Fixed Period shall end on such Facility Termination Date and the duration of each Fixed Period which commences on or after the Facility Termination Date shall be of such duration as shall be selected by the Administrative Agent.

“Foreign Obligor from Highly Rated Countries” means an Obligor located in a country other than the Untied States whose sovereign rating is at least AA by S&P and Aa2 by Moody’s.

“GAAP” means the generally accepted accounting principles and practices in the United States, consistently applied.

“Governmental Authority” means any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any body or entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any court, and any Person owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.

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“Governmental Obligor” means an Obligor that is a U.S. government or a U.S. governmental subdivision, agency or body.

“Indemnified Amounts” has the meaning set forth in Section 3.1 of the Receivables Purchase Agreement.

“Indemnified Party” has the meaning set forth in Section 3.1 of the Receivables Purchase Agreement.

“Independent Director” has the meaning set forth in paragraph 3(c) of Exhibit IV to the Receivables Purchase Agreement.

“Information Package” means a report, in substantially the form of Annex A to the Receivables Purchase Agreement, furnished to the Administrative Agent pursuant to the Agreement.

“Insolvency Proceeding” means: (a) any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (b) any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors, in each case undertaken under U.S. Federal, state or foreign law, including the Bankruptcy Code.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute of similar import, together with the regulations thereunder, in each case as in effect from time to time. References to sections of the Internal Revenue Code also refer to any successor sections.

“Investment” means with respect to each Purchaser the amount paid to the Seller by such Purchaser pursuant to the Agreement, reduced from time to time by Collections distributed to and received by (and on behalf of) such Purchaser and applied on account of such Investment pursuant to Section 1.5 of the Receivables Purchase Agreement; provided, that if such Investment shall have been reduced by any distribution and thereafter all or a portion of such distribution is rescinded or must otherwise be returned for any reason, such Investment shall be increased by the amount of such rescinded or returned distribution as though it had not been made.

“Lending Office” means the office or branch out of which a Purchaser books its Investment.

“Liquidity Agent” means Calyon in its capacity as agent for the Liquidity Banks under the Liquidity Agreement.

“Liquidity Agreement” means the Liquidity Asset Purchase Agreement entered into in connection with this Agreement pursuant to which the Liquidity Providers agree to make purchases or advances to, or purchase assets from, the Conduit Purchaser in order to provide liquidity for the Conduit Purchaser’s Purchases.

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“Liquidity Provider” means each bank or other financial institution that provides liquidity support to the Conduit Purchaser pursuant to the terms of the Liquidity Agreement.

“Lock-Box Account” means an account maintained at a bank or other financial institution for the purpose of receiving Collections.

“Lock-Box Agreement” means an agreement, among the Seller, the Servicer and a Lock-Box Bank.

“Lock-Box Bank” means any of the banks or other financial institutions holding one or more Lock-Box Accounts.

“Loss Horizon Ratio” means for any calendar month, the ratio determined by dividing the aggregate amount of newly generated Pool Receivables for the most recent four calendar months by the Net Receivables Pool Balance as of the last day of such calendar month.

“Loss Ratio” means at any time the highest three month rolling average of the Aged Receivables Ratio during the immediately preceding twelve months.

“Loss Reserve” means, for any date, an amount equal to the product of the Net Receivables Pool Balance as of such date times the Loss Reserve Percentage as of such date.

“Loss Reserve Percentage” means, for any date, the greater of (a) the Minimum Loss Reserve Percentage and (b) the product of (i) the Stress Factor, (ii) the Loss Ratio and (iii) the Loss Horizon Ratio.

“Majority Purchasers” means, at any time except as set forth in the proviso to this definition, Purchasers whose Commitments aggregate more than 66.67% of the aggregate of the Commitments of all Purchasers; provided, however, that so long as any Purchaser’s Commitment is greater than 50% of the aggregate Commitments, then “Majority Purchasers” shall not have the foregoing meaning but shall mean a minimum of two Purchasers whose Commitments aggregate more than 50% of the aggregate Commitments.

“Material Adverse Effect” means, relative to any Person with respect to any event or circumstance, a material adverse effect on:

(a) the assets, operations, business or financial condition of such Person,

(b) the ability of any of such Person to perform its obligations under the Agreement or any other Transaction Document to which it is a party,

(c) the validity or enforceability of any other Transaction Document, or the validity, enforceability or collectibility of a material portion of the Pool Receivables, or

(d) the status, perfection, enforceability or priority of any Purchaser’s or the Seller’s interest in the Pool Assets.

“Minimum Loss Reserve Percentage” means at any time 12%.

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“Moody’s” means Moody’s Investors Service, Inc.

“Month-End Date” means the last day of each calendar month.

“Monthly Settlement Date” means the first Business Day of each calendar month.

“Net Receivables Pool Balance” means, at any time the Outstanding Balance of Eligible Receivables then in the Receivables Pool reduced by the sum of (without duplication) (i) the aggregate amount by which the Outstanding Balance of Eligible Receivables of each Obligor then in the Receivables Pool exceeds the product of (A) the applicable Normal Concentration Percentage for such Obligor multiplied by (B) the Outstanding Balance of the Eligible Receivables then in the Receivables Pool, (ii) the aggregate amount by which the Outstanding Balance of Eligible Receivables of each Special Obligor then in the Receivables Pool exceeds the product of (A) the applicable Special Concentration Percentage for such Special Obligor multiplied by (B) the Outstanding Balance of the Eligible Receivables then in the Receivables Pool (iii) the aggregate amount by which the Outstanding Balance of all Eligible Receivables then in the Receivables Pool the Obligors of which are Governmental Obligors exceeds 5.0% of the Outstanding Balance of the Eligible Receivables then in the Receivables Pool, (iv) provided that the aggregate amount by which the Outstanding Balance of all Eligible Receivables then in the Receivables Pool the Obligors of which are OECD Obligors (other than OECD Obligors located in the United States and excluding Eligible Receivables of Foreign Obligors from Highly Rated Countries that are included in the amount described in the next clause (v)) exceeds 7.0% of the Outstanding Balance of the Eligible Receivables then in the Receivables Pool, (v) the aggregate amount by which the Outstanding Balance of all Eligible Receivables then in the Receivables Pool the Obligors of which are Foreign Obligors from Highly Rated Countries exceeds 17.0% of the Outstanding Balance of the Eligible Receivables then in the Receivables Pool, and (vi) the aggregate amount by which the Outstanding Balance of Eligible Receivables of each OECD Obligor (other than OECD Obligors located in the United States) and each Foreign Obligor from Highly Rated Countries then in the Receivables Pool exceeds the product of (A) 1% multiplied by (B) the Outstanding Balance of the Eligible Receivables then in the Receivables Pool, and (vii) the highest one-month aggregate balance of credit memos issued by Amphenol Aerospace pursuant to its Distributor Incentive Program during the 12 most recent calendar months.

“Normal Concentration Percentage” means, at any time for any Obligor (a) which is a Special Obligor, the Special Concentration Percentage with respect to such Special Obligor, (b) which is not a Special Obligor, (i) if the short-term ratings of such Obligor is at least A-1+ from S&P and P-1 from Moody’s, 12.0%; (ii) if the short-term ratings of such Obligor is less than the ratings specified in (i) above but is at least A-1 from S&P and P-1 from Moody’s, 12.0%; (iii) if the short-term ratings of such Obligor is less than the ratings specified in (i) and (ii) above but is at least A-2 from S&P and P-2 from Moody’s, 6%; (iv) if the short-term ratings of such Obligor is less than the ratings specified in (i), (ii) or (iii) above but is at least A-3 from S&P and P-3 from Moody’s, 4% and (v) if such Obligor does not have a short-term rating from both Moody’s and S&P, 3%; provided that if the Obligor does not have a short-term rating but has a long term rating, then the equivalent long-term rating (as set forth in Annex H) shall be used; provided further that if such Obligor has split ratings, the lower of the two ratings shall apply, provided

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further that in the case of an Obligor with an Affiliated Obligor, the Normal Concentration Percentage shall be calculated as if such Obligor and such Affiliated Obligor are one Obligor.

“Notes” means short-term promissory notes issued, or to be issued, by the Conduit Purchaser to fund its investments in accounts receivable or other financial assets.

“Obligations” means (i) all obligations of Seller, Servicer and Amphenol to any Purchaser, the Administrative Agent and their respective successors, permitted transferees and assigns arising in connection with the Transaction Documents, and (ii) all obligations of Seller, Servicer and Amphenol so any Indemnified Party arising out of Sections 3.1 and 3.2 of the Receivables Purchase Agreement, in each case howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter arising or due or to become due.

“Obligor” means, with respect to any Receivable, the Person obligated to make payments pursuant to the Contract relating to such Receivable.

“OECD Country” means any of Australia, Austria, Belgium, Canada, Czech Republic, Denmark, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, Japan, Korea, Luxembourg, Mexico, Netherlands, New Zealand, Norway, Poland, Portugal, Slovak Republic, Spain, Sweden, Switzerland, Turkey, United Kingdom and United States.

“OECD Obligor” means an Obligor located in an OECD Country.

“Originator” means each Person listed on Schedule IV to the Receivables Purchase Agreement, as such Schedule shall be amended from time to time.

“Originator Closing Date” with respect to each Originator, means the date on which the first purchases under the Purchase and Sale Agreement shall occur as to such Originator.

“Outstanding Balance” means (i) with respect to any Receivable at any time, the then outstanding principal balance thereof and (ii) with respect to the Receivables Pool at any time, the aggregate outstanding principal balance of all the Pool Receivables.

“Payment Date” means (i) the Closing Date and (ii) the 15th day of each calendar month following thereafter or, if such day is not a Business Day, the next Business Day.

“Permitted Investment” means any one of the following types of investments:

(a)marketable obligations of the United States of America, the full and timely payment of which are backed by the full faith and credit of the United States of America;

(b)marketable obligations, the full and timely payment of which are directly and fully guaranteed by the full faith and credit of the United States of America;

(c)bankers’ acceptances, certificates of deposit and other interest-bearing obligations (in each case having a maturity of not more than 90 days from the date of acquisition) and issued by any bank with capital, surplus and undivided profits

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aggregating at least $100,000,000, the short-term securities of which have a highest short-term credit available rating from each of Moody’s, S&P and Fitch;

(d)repurchase obligations with a term of not more than ten days for underlying securities of the types described in clauses (a), (b) and (c) above entered into with any bank of the type described in clauses (c) above;

(e)commercial paper which has a rating which is at least as high as the rating of the Notes;

(f)freely redeemable shares in money market funds which invest solely in obligations, bankers’ acceptances, certificates of deposit, repurchase agreements and commercial paper of the types described in clauses (a) through (e), without regard to the limitations as to the maturity of such obligations, bankers’ acceptances, certificates of deposit, repurchase agreements or commercial paper set forth in such clauses, which money market funds are rated at least AA by Fitch, AA by S&P and Aa1 by Moody’s; and

(g)demand deposits, time deposits or certificates of deposit (having original maturities of no more than 365 days) of depository institutions or trust companies and subject to supervision and examination by government banking or depository institution authorities; provided, that at the time such investment, or the commitment to make such investment, is entered into, the short-term debt rating of such depository institution or trust company shall be rated by each of Moody’s, S&P and Fitch at least as highly as the Notes.

“Person” means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, limited liability company or other entity, or a government or any political subdivision or agency thereof.

“Pool Assets” has the meaning set forth in Section 1.2(d) of the Receivables Purchase Agreement.

“Pool Receivable” means a Receivable in the Receivables Pool.

“Pool Receivables Assets” has the meaning set forth in Section 1.1(a) of the Receivables Purchase Agreement.

“Portion of Investment” means, with respect to any Purchaser and its related Investment, the portion of such Investment being funded or maintained by such Purchaser by reference to a particular interest rate basis.

“Program Support Agreement” means and includes any Liquidity Agreement and any other agreement entered into by any Program Support Provider providing for: (a) the issuance of one or more letters of credit for the account of the Conduit Purchaser, (b) the issuance of one or more surety bonds for which the Conduit Purchaser is obligated to reimburse the applicable Program Support Provider for any drawings thereunder, (c) the sale by the Conduit Purchaser to any Program Support Provider of the Purchased Interest (or portions thereof) maintained by the

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Conduit Purchaser and/or (d) the making of loans and/or other extensions of credit to the Conduit Purchaser in connection with the Conduit Purchaser’s securitization program contemplated in the Agreement, together with any letter of credit, surety bond or other instrument issued thereunder (but excluding any discretionary advance facility provided by the Administrative Agent).

“Program Support Provider” means and includes with respect to the Conduit Purchaser, any Liquidity Provider  and any other Person (other than any customer of the Conduit Purchaser) now or hereafter extending credit or having a commitment to extend credit to or for the account of, or to make purchases from, the Conduit Purchaser pursuant to any Program Support Agreement.

“Purchase” is defined in Section 1.1(a) of the Receivables Purchase Agreement.

“Purchase and Sale Termination Date” has the meaning set forth in Section 1.4 of the Purchase and Sale Agreement.

“Purchase Date” means the date of which a Purchase or a reinvestment is made pursuant to the Agreement.

“Purchase Facility” has the meaning set forth in Section 1.1 of the Sale Agreement.

“Purchase Limit” means at any time the aggregate of the Commitments of all Related Committed Purchasers at such time (which shall initially be $100,000,000), as such amount may be reduced pursuant to the Agreement. References to the unused portion of the Purchase Limit shall mean, at any time, the Purchase Limit minus the then outstanding Aggregate Investment.

“Purchased Interest” means, at any time, the undivided percentage ownership interest in: (a) all Pool Receivables then existing, (b) all Related Security with respect to such Pool Receivables and (c) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. Such undivided percentage ownership interest shall be computed as:

Aggregate Investment + Total Reserves
Net Receivables Pool Balance

The Purchased Interest shall be determined from time to time pursuant to Section 1.3 of the Receivables Purchase Agreement.

“Purchaser” means the Conduit Purchaser and/or each Related Committed Purchaser, as applicable.

“Rating Agency Condition” means, with respect to any material event or occurrence, receipt by the Administrative Agent of written confirmation from each of Fitch, S&P and Moody’s that such event or occurrence shall not cause the rating on the then outstanding Notes of the Conduit Purchaser to be downgraded or withdrawn.

“Receivable” means any right of the Seller or any Originator to payment from or on behalf of an Obligor that is not an Amphenol Person, whether constituting an account, chattel paper, payment intangible, instrument or general intangible, arising from the sale by the

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Originators of their respective goods and services, and includes, without limitation, the right to payment of any interest or finance charges, fees and other charges or obligation of such Obligor with respect thereto. Indebtedness and other obligations arising from any one transaction, including, without limitation, indebtedness and other obligations represented by an individual invoice or agreement, shall constitute a Receivable separate from a Receivable consisting of the indebtedness and other obligations arising from any other transaction.

“Receivables Pool” means, at any time, all of the then outstanding Receivables purchased by the Seller pursuant to the Sale Agreement prior to the Facility Termination Date.

“Receivables Term” means the number of days from the origination of a Pool Receivable to the original scheduled payment date with respect to such Pool Receivable.

“Related Committed Purchaser” means each Person listed as such (and its respective Commitment) for the Conduit Purchaser as set forth on the signature pages of the Receivables Purchase Agreement or in any Assumption Agreement or Transfer Supplement.

“Related Security” means, with respect to any Receivable:

(a)  all of the Seller’s and the Originator thereof’s interest in any goods (including returned goods), and documentation of title evidencing the shipment or storage of any goods (including returned goods), relating to any sale giving rise to such Receivable,

(b)  all instruments and chattel paper that may evidence such Receivable,

(c)  all other security interests or liens and property subject thereto from time to time purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all UCC financing statements or similar filings relating thereto,

(d)  all of the Seller’s and the Originator thereof’s rights, interests and claims under the Contracts and all guaranties, indemnities, insurance and other agreements (including the related Contract) or arrangements of whatever character from time to time supporting or securing payment of such Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, and

(e)  all of the Seller’s rights, interests and claims (but not obligations) under the Sale Agreement.

“Report Date” has the meaning set forth in Section 4.7(a).

“Reserves” means, with respect to the Purchased Interest as of any day, the sum of (i) the Yield Reserve, (ii) the Servicing Fee Reserve, (iii) the Loss Reserve and (iv) the Dilution Reserve as of such day.

“Reserve Dilution Ratio” means for any calendar month the ratio (expressed as a percentage and rounded to the nearest 1/100th of 1%, with 5/1000th of 1% rounded upward) computed as of the last day of such calendar month, by dividing (a) the aggregate Dilutions for

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such calendar month by (b) the aggregate amount of newly generated Receivables during the previous calendar month.

“S&P” means Standard and Poor’s, a division of The McGraw-Hill Companies, Inc.

“Sale Agreement” means the Purchase and Sale Agreement, dated as of July 31, 2006, among the Seller, the Originators and the Servicer as amended through the date of the Agreement and as such agreement may be amended, amended and restated, supplemented or otherwise modified from time to time.

“Scheduled Commitment Expiry Date” means July 30, 2007.

“Scheduled Facility Termination Date” means, initially, July 30, 2009, or such later date as the Seller, the Purchaser and the Administrative Agent may agree from time to time.

“Seller” means Amphenol Funding Corp., a Delaware corporation.

“Seller’s Share” of any amount means the greater of: (a) $0 and (b) such amount minus the product of (i) such amount multiplied by (ii) the Purchased Interest.

“Servicer” has the meaning set forth in the preamble to the Agreement.

“Servicer Person” means each Originator, as agent of Amphenol (as Servicer) for the purpose of servicing, administering and collecting the portion of the Receivables sold by such Originator to Seller, as set forth in the Receivables Purchase Agreement.

“Servicing Fee” shall mean the fee referred to in Section 4.6 of the Receivables Purchase Agreement.

“Servicing Fee Reserve” for any Purchased Interest at any time means the sum of (i) the then unpaid Servicing Fee relating to such Purchased Interest accrued to such time, plus (ii) an amount equal to the product of (a) the aggregate Pool Receivables relating to such Purchased Interest on such date, (b) the decimal equivalent of the percentage per annum at which the Servicing Fee is accruing at such time, (c) the Stress Factor and (d) a fraction having the Days Sales Outstanding (as in effect at such date) as its numerator and 360 as its denominator.

“Settlement Date” means (a) with respect to any Portion of Investment, the last Business Day of the Fixed Period for such Portion of Investment and (b) with respect to any fees payable under the Agreement, the Monthly Settlement Date.

“Solvent” means, with respect to any Person at any time, a condition under which:

(i)the fair value and present fair saleable value of such Person’s total assets is, on the date of determination, greater than such Person’s total liabilities (including contingent and unliquidated liabilities) at such time;

(ii)the fair value and present fair saleable value of such Person’s assets is greater than the amount that will be required to pay such Person’s probable liability on its

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existing debts as they become absolute and matured (“debts,” for this purpose, includes all legal liabilities, whether matured or unmatured, liquidated or unliquidated, absolute, fixed, or contingent);

(iii)such Person is and shall continue to be able to pay all of its liabilities as such liabilities mature; and

(iv)such Person does not have unreasonably small capital with which to engage in its current and in its anticipated business.

For purposes of this definition:

(A)the amount of a Person’s contingent or unliquidated liabilities at any time shall be that amount which, in light of all the facts and circumstances then existing, represents the amount which can reasonably be expected to become an actual or matured liability;

(B)the “fair value” of an asset shall be the amount which may be realized within a reasonable time either through collection or sale of such asset at its regular market value;

(C)the “regular market value” of an asset shall be the amount which a capable and diligent business person could obtain for such asset from an interested buyer who is willing to Purchase such asset under ordinary selling conditions; and

(D)the “present fair saleable value” of an asset means the amount which can be obtained if such asset is sold with reasonable promptness in an arm’s-length transaction in an existing and not theoretical market.

“Special Concentration Percentage” means, with respect to any Special Obligor, such percentage as the Administrative Agent shall specify in writing to the Seller and the Servicer from time to time; provided that the Administrative Agent may cancel or reduce any Special Concentration Percentage, in its sole discretion, upon three Business Days notice to the Seller; provided further that if any Special Obligor is downgraded by any Rating Agency below the ratings it had as of the Closing Date (or if so specified on Annex F, any date specified in relation to the initial designation of such Special Obligor), the Special Concentration Percentage with respect to such Special Obligor will not apply and instead the Normal Concentration Percentage will apply with respect to such Special Obligor.

“Special Obligor” means as defined in Annex F.

“Stress Factor” means 2.0.

“Subsidiary” means, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock of each class or other interests having ordinary voting power (other than stock or other interests having such power only by reason of the happening of a contingency) to elect a majority of the Board of Directors or other managers of such entity are at the time owned, or management of which is otherwise controlled: (a) by such

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Person, (b) by one or more Subsidiaries of such Person or (c) by such Person and one or more Subsidiaries of such Person.

“Tangible Net Worth” means, with respect to any Person, the tangible net worth of such Person as determined in accordance with GAAP.

“Termination Day” means: (a) each day on which the conditions set forth in Section 2 of Exhibit II to the Receivables Purchase Agreement are not satisfied or (b) each day on or after the Facility Termination Date.

“Termination Event” has the meaning specified in Exhibit V to the Agreement.

“Three Month 61-90 Days Past Due Ratio” means at any time the three month rolling average of the 61-90 Days Past Due Ratios during the immediately preceding three months.

“Three Month 91-120 Days Past Due Ratio” means at any time the three month rolling average of the 91-120 Days Past Due Ratios during the immediately preceding three months.

“Total Reserves” means, at any time, an amount equal to the sum of (i) the Yield Reserve, plus (ii) the Loss Reserve, plus (iii) the Servicing Fee Reserve, plus (iv) the Dilution Reserve.

“Transaction Documents” means the Agreement, the Lock-Box Agreements, the Concentration Account Agreement, each Fee Letter, the Sale Agreement, the Undertaking Agreement and all other certificates, instruments, UCC financing statements, reports, notices, agreements and documents executed or delivered under or in connection with the Agreement, in each case as the same may be amended, supplemented or otherwise modified from time to time in accordance with the Agreement.

“Transfer Supplement” has the respective meanings set forth in Sections 6.3(c).

“UCC” means the Uniform Commercial Code as from time to time in effect in the applicable jurisdiction.

“Unmatured Purchase and Sale Termination Event” means any event which, with the giving notice or lapse of time, or both, would become a Purchase and Sale Termination Event.

“Unmatured Termination Event” means an event that, with the giving of notice or lapse of time, or both, would constitute a Termination Event.

“Weighted Average Term” means, as of any date of determination, a number of days determined by taking the sum for each Receivables Term then included in the Pool Receivables of the product of (A) such Receivables Term multiplied by (B) the percentage of the aggregate Outstanding Balance of all Pool Receivables represented by Pool Receivables with such Receivables Term.

“Yield” means for each Purchased Interest for each Fixed Period:

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(a)for each day during such Fixed Period to the extent such Purchased Interest will be funded on such day by the Conduit Purchaser through the issuance of commercial paper notes, the CP Rate; and

(b)for each day during such Fixed Period to the extent such Purchased Interest (i) will be funded on such day by the Conduit Purchaser under the Liquidity Facility, or (ii) such Purchased Interest has been purchased by the Liquidity Agent as agent for the Liquidity Banks, the Alternate Rate;

provided, that no provision of the Agreement shall require the payment or permit the collection of Yield in excess of the maximum permitted by applicable law; and provided further, that Yield for any Purchased Interest shall not be considered paid by any distribution to the extent that at any time all or a portion of such distribution is rescinded or must otherwise be returned for any reason.

“Yield Protection Fee” means, for any Fixed Period, with respect to any Portion of Investment, to the extent that (i) any payments are made by the Seller to the related Purchaser in respect of such Investment hereunder prior to the applicable maturity date of any Notes or other instruments or obligations used or incurred by such Purchaser to fund or maintain such Portion of Investment or (ii) any failure by the Seller to borrow, continue or prepay any Portion of Investment on the date specified in any Purchase Notice delivered pursuant to Section 1.2 of the Receivables Purchase Agreement, the amount, if any, by which: (a) the additional Yield related to such Portion of Investment that would have accrued through the maturity date of such Notes or other instruments on the portion thereof for which payments were received for the Seller, exceeds (b) the income, if any, received by such Purchaser from investing the proceeds so received in respect of such Portion of Investment, as determined by the Administrative Agent, which determination shall be binding and conclusive for all purposes, absent manifest error.

“Yield Reserve” means, at any time, an amount equal to:

C x [[B x SF x (DSO/360)] + AUY]

where:

C	=	the Aggregate Investment at the close of business of the Servicer on such date,
AUY	=	accrued and unpaid Yield on such date for the Purchased Interest,
B	=	the Base Rate as in effect on such date, and
DSO	=	the Days Sales Outstanding as in effect on such date.
SF	=	the Stress Factor as in effect on such date.

Other Terms. All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles. All terms used in Article 9 of the UCC in the State of New York, and not specifically defined herein, are used herein as defined in

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such Article 9. Unless the context otherwise requires, “or” means “and/or,” and “including” (and with correlative meaning “include” and “includes”) means including without limiting the generality of any description preceding such term.

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EXHIBIT II

CONDITIONS OF PURCHASES

1.Conditions Precedent to Initial Purchase. The initial Purchase under this Agreement is subject to the following conditions precedent that the Administrative Agent shall have received on or before the date of such Purchase, each in form and substance (including the date thereof) satisfactory to the Administrative Agent:

(a)  A counterpart of the Agreement executed by the parties thereto.

(b)  Certified copies of: (i) the resolutions of the Board of Directors of each of the Seller, the Originators and Amphenol Corporation authorizing the execution, delivery and performance by the Seller, such Originator and Amphenol Corporation, as the case may be, of the Agreement and the other Transaction Documents to which it is a party; (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Agreement and the other Transaction Documents and (iii) the certificate of incorporation and by-laws of the Seller, each Originator and Amphenol Corporation.

(c)  A certificate of the Secretary or Assistant Secretary of the Seller, the Originators and Amphenol Corporation certifying the names and true signatures of its officers who are authorized to sign the Agreement and the other Transaction Documents. Until the Administrative Agent receives a subsequent incumbency certificate from the Seller, an Originator or Amphenol Corporation, as the case may be, the Administrative Agent shall be entitled to rely on the last such certificate delivered to it by the Seller, such Originator or Amphenol Corporation, as the case may be.

(d)  Acknowledgment copies, or time stamped receipt copies, of proper financing statements, duly filed on or before the date of such initial purchase under the UCC of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the interests of the Seller, Amphenol Corporation and the Administrative Agent (on behalf of each Purchaser) contemplated by the Agreement and the Sale Agreement.

(e)  Acknowledgment copies, or time-stamped receipt copies, of amendments to proper financing statements and UCC-3 termination statements, if any, necessary to release all security interests and other rights of any Person in the Receivables, Contracts or Related Security previously granted by the Originators, Amphenol Corporation, the Seller or any other Person, including, but not limited to, all security interests and other rights granted in connection with the Nesbitt Burns Transaction Documents.

(f)  Completed UCC search reports, dated on or shortly before the date of the initial purchase hereunder, listing the financing statements filed in all applicable jurisdictions referred to in subsection (d) above that name the Originators or the Seller as debtor, together with copies of such other financing statements, and similar search reports with respect to judgment liens, federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions, as the Administrative Agent may request, showing (i) no Adverse Claims on any Pool Assets and (ii) without limiting the foregoing, the termination of all security interests and other rights granted in connection with the Nesbitt Burns Transaction Documents.

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(g)  Favorable opinion, in form and substance reasonably satisfactory to the Administrative Agent, of (i) Pillsbury Winthrop Shaw Pittman LLP, counsel for the Seller, the Originators, Amphenol Corporation and the Servicer; and (ii) Edward C. Wetmore, General Counsel to the Seller, Amphenol, and the other Originators.

(h)  Satisfactory results of a review and audit (performed by representatives of the Administrative Agent) of the Servicer’s collection, operating and reporting systems, the Credit and Collection Policy of each Originator, historical receivables data and accounts, including satisfactory results of a review of the Servicer’s operating location(s) and satisfactory review and approval of the Eligible Receivables in existence on the date of the initial purchase under the Agreement, as confirmed in the agreed upon procedures report prepared by Protiviti, and delivered to the Administrative Agent prior to the date hereof.

(i)  (a) A pro forma Information Package representing the performance of the Receivables Pool for the calendar month before closing and (b) the last “Periodic Report” provided pursuant to the Originators’ prior trade receivables conduit financing program.

(j)  Good standing certificates with respect to each of the Seller, the Originators and the Servicer issued by the Secretary of State (or similar official) of the state of each such Person’s organization and principal place of business.

(k)  To the extent required by the Conduit Purchaser’s commercial paper program, letters from each of the rating agencies then rating the Notes confirming the rating of such Notes after giving effect to the transaction contemplated by the Agreement.

(l)  A computer file containing all information with respect to the Receivables as the Administrative Agent may reasonably request.

(m)  A certificate from an officer of the Seller and the Servicer (in form satisfactory to the Administrative Agent) to the effect that, on the date hereof, Seller has a Tangible Net Worth, as calculated in accordance with GAAP, of at least Four Million Dollars ($4,000,000);

(n)  A certificate from an officer of Amphenol Corporation to the effect that Servicer and each Originator have (i) deleted any legend placed in connection with the Nesbitt Burns Transaction Documents from the most recent, and (ii) 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 thereof): “THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD TO AMPHENOL FUNDING CORP. PURSUANT TO A PURCHASE AND SALE AGREEMENT, DATED AS OF JULY 31, 2006, AMONG AMPHENOL CORPORATION, CERTAIN OTHER ORIGINATORS, AND AMPHENOL FUNDING CORP.; AND UNDIVIDED, FRACTIONAL OWNERSHIP INTERESTS IN THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD TO ATLANTIC ASSET SECURITIZATION LLC PURSUANT TO A RECEIVABLES PURCHASE AGREEMENT, DATED AS OF JULY 31, 2006, AMONG AMPHENOL FUNDING CORP., AMPHENOL CORPORATION, ATLANTIC ASSET SECURITIZATION

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LLC, AND CALYON NEW YORK BRANCH, AS ADMINISTRATIVE AGENT FOR THE PURCHASERS”;

(o)  The Amphenol Corporation Undertaking Agreement, duly executed by Amphenol Corporation.

(p)  Lock-Box Agreements.

(q)  The Concentration Account Agreement.

(r)  Each Fee Letter.

(s)  The Sale Agreement.

(t)  Such other approvals, opinions or documents as the Administrative Agent may reasonably request.

2.Conditions Precedent to All Purchases and Reinvestments. Each Purchase (including the initial Purchase) and each reinvestment hereunder shall be subject to the further conditions precedent that, on the date on which such Purchase or reinvestment is made:

(a)  in the case of each Purchase, the Servicer shall have delivered to the Administrative Agent on or before such Purchase, in form and substance satisfactory to the Administrative Agent, a completed pro forma Information Package to reflect the level of Aggregate Investment with respect to the Purchase and related reserves after such subsequent purchase;

(b)  all legal matters related to the Facility shall have been found satisfactory to the Administrative Agent and its counsel; and

(c)  on the date of such Purchase or reinvestment the following statements shall be true (and acceptance of the proceeds of such Purchase or reinvestment by Seller shall be deemed a representation and warranty by the Seller and the Servicer that such statements are then true):

(i)the representations and warranties contained in Exhibit III to the Agreement are true and correct in all material respects on and as of the date of such purchase or reinvestment as though made on and as of such date and shall be deemed to have been made on such date;

(ii)no event has occurred and is continuing, or would result from such purchase or reinvestment, that constitutes a Termination Event or an Unmatured Termination Event; provided that the absence and continuance of an Unmatured Termination Event (other than an Unmatured Termination Event described in clauses (e), (i), (j), (k) or (l) of Exhibit V) shall not be a condition precedent to (A) any reinvestment pursuant to Section 1.4(b) or (B) any Purchase or reinvestment (including a reinvestment pursuant to Clause (A)) if the Aggregate Investment at the close of business is not greater than the Aggregate Investment at the opening of business;

(iii)the Purchased Interest does not exceed 100%;

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(iv)Each of the Seller, the Servicer and Amphenol Corporation has complied in all material respects with all of the terms, covenants and agreements contained in the Agreement and the other Transaction Documents that are applicable to it; and

(v)the Facility Termination Date shall not have occurred and at least one Related Committed Purchaser shall have a Commitment in full force and effect.

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EXHIBIT III

REPRESENTATIONS AND WARRANTIES

1. Representations and Warranties of the Seller. In order to induce the Purchasers and the Administrative Agent to enter into the Agreement and, in the case of each Purchaser, to make Purchases and Reinvestments hereunder, Seller represents and warrants as follows:

(a)  The Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified to do business and is in good standing as a foreign corporation in every jurisdiction where the nature of its business requires it to be so qualified.

(b)  The execution, delivery and performance by the Seller of the Agreement and the other Transaction Documents to which it is a party, including its use of the proceeds of purchases and reinvestments: (i) are within its corporate powers; (ii) have been duly authorized by all necessary corporate action; (iii) do not contravene or result in a default under or conflict with: (A) its charter or by-laws, (B) any law, rule or regulation applicable to it, (C) any indenture, loan agreement, mortgage, deed of trust or other agreement or instrument to which it is a party or by which it is bound, or (D) any order, writ, judgment, award, injunction or decree binding on or affecting it or any of its property; and (iv) do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties. The Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by the Seller.

(c)  No authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required for its due execution, delivery and performance of the Agreement or any other Transaction Document to which it is a party, other than the Uniform Commercial Code filings referred to in Schedule V to the Agreement, all of which shall have been filed on or before the date of the first purchase hereunder.

(d)  Each of the Agreement and the other Transaction Documents to which the Seller is a party constitutes its legal, valid and binding obligation enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws from time to time in effect 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.

(e)  There is no pending or, to Seller’s  best knowledge, threatened action or proceeding affecting Seller or any of its properties before any Governmental Authority or arbitrator.

(f)  No proceeds of any purchase or reinvestment will be used to acquire any equity security of a class that is registered pursuant to Section 12 of the Securities Exchange Act of 1934.

(g)  Each Information Package (if prepared by the Seller or one of its Affiliates, or to the extent that information contained therein is supplied by the Seller or an Affiliate), information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of the Seller to the Administrative Agent in connection with the Agreement

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or any other Transaction Document to which it is a party is or will be complete and accurate in all material respects as of its date or as of the date so furnished, and does not and will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading.

(h)  (1) For purposes of any applicable UCC, the Seller is located (as such term is used in the applicable UCC) in the State of Delaware and (2) the office where the Seller keeps its records concerning the Receivables is at the address referred to in Sections 1(b) and 2(b) of Exhibit G to the Purchase and Sale Agreement.

(i)  The names and addresses of all the Lock-Box Banks, together with the account numbers of the Lock-Box Accounts at such Lock-Box Banks, are specified in Schedule II to this Agreement (or at such other Lock-Box Banks and/or with such other Lock-Box Accounts as have been notified to the Administrative Agent in accordance with this Agreement) and all Lock-Box Accounts are subject to Lock-Box Agreements (except as otherwise agreed to in writing by the Administrative Agent).

(j)  The Seller is not in violation of any order of any court, arbitrator or Governmental Authority.

(k)  Neither the Seller nor any of its Affiliates has any direct or indirect ownership or other financial interest in any Purchaser.

(l)  No proceeds of any purchase or reinvestment will be used for any purpose that violates any applicable law, rule or regulation, including Regulations T, U or X of the Federal Reserve Board.

(m)  Each Pool Receivable included as an Eligible Receivable in the calculation of the Net Receivables Pool Balance is an Eligible Receivable.

(n)  No event has occurred and is continuing that constitutes a Termination Event or an Unmatured Termination Event and no event would result from a Purchase in respect of, or reinvestment in respect of, the Purchased Interest or from the application of the proceeds therefrom that constitutes a Termination Event or an Unmatured Termination Event.

(o)  The Seller has accounted for each sale of undivided percentage ownership interests in Receivables in its books and financial statements as a sale, consistent with generally accepted accounting principles.

(p)  The Seller and the applicable Originator has complied in all material respects with the Credit and Collection Policy of each Originator with regard to each Receivable originated by such Originator.

(q)  The Seller has complied in all material respects with all of the terms, covenants and agreements contained in the Agreement and the other Transaction Documents that are applicable to it and all laws, rules, regulations and orders that are applicable to it.

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(r)  The Seller’s complete corporate name is set forth in the preamble to the Agreement, and it does not use and has not during the last five years used any other corporate name, trade name, doing-business name or fictitious name, except as set forth on Schedule III to the Purchase and Sale Agreement and except for names first used after the date of the Agreement and set forth in a notice delivered to the Administrative Agent pursuant to Section 1(k)(iv) of Exhibit IV to this Agreement.

(s)  The Seller is not an “investment company,” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. In addition, the Seller is not a “holding company,” a “subsidiary company” of a “holding company” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 1935, as amended.

(t)  Since its most recent fiscal year end, there has been no change in the business, operations, financial condition, properties or assets of the Seller which would have a Material Adverse Effect on Seller.

2. Representations and Warranties of Amphenol Corporation (including in its capacity as the Servicer). Amphenol Corporation, individually and in its capacity as the Servicer, represents and warrants as follows:

(a)  Amphenol Corporation is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware, and is duly qualified to do business and is in good standing as a foreign corporation in every jurisdiction where the nature of its business requires it to be so qualified.

(b)  The execution, delivery and performance by Amphenol Corporation of the Agreement and the other Transaction Documents to which it is a party, including the Servicer’s use of the proceeds of purchases and reinvestments: (i) are within its corporate powers; (ii) have been duly authorized by all necessary corporate action; (iii) do not contravene or result in a default under or conflict with: (A) its charter or by-laws, (B) any law, rule or regulation applicable to it, (C) any indenture, loan agreement, mortgage, deed of trust or other agreement or instrument to which it is a party or by which it is bound, or (D) any order, writ, judgment, award, injunction or decree binding on or affecting it or any of its property; and (iv) do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties. The Agreement and the other Transaction Documents to which Amphenol Corporation is a party have been duly executed and delivered by Amphenol Corporation.

(c)  No authorization, approval or other action by, and no notice to or filing with any Governmental Authority or other Person, is required for the due execution, delivery and performance by Amphenol Corporation of the Agreement or any other Transaction Document to which it is a party.

(d)  Each of the Agreement and the other Transaction Documents to which Amphenol Corporation  is a party constitutes the legal, valid and binding obligation of Amphenol Corporation enforceable against Amphenol Corporation in accordance with its terms, except as

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enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws from time to time in effect 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.

(e)  The balance sheets of Amphenol Corporation and its consolidated Subsidiaries as at March 31, 2006, and the related statements of income and retained earnings for the fiscal year then ended, copies of which have been furnished to the Administrative Agent, fairly present the financial condition of Amphenol Corporation and its consolidated Subsidiaries as at such date and the results of the operations of Amphenol Corporation and its Subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied, and since March 31, 2006 there has been no event or circumstances which have had a Material Adverse Effect on Amphenol and its consolidated Subsidiaries.

(f)  Except as disclosed in the most recent audited financial statements of Amphenol Corporation furnished to the Administrative Agent, there is no pending or, to its best knowledge, threatened action or proceeding affecting it or any of its Subsidiaries before any Governmental Authority or arbitrator that could reasonably be expected to have a Material Adverse Effect.

(g)  No proceeds of any purchase or reinvestment will be used to acquire any equity security of a class that is registered pursuant to Section 12 of the Securities Exchange Act of 1934.

(h)  Each Information Package (if prepared by Amphenol Corporation or one of its Affiliates, or to the extent that information contained therein is supplied by Amphenol Corporation or an Affiliate), information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of the Servicer to the Administrative Agent, or any Purchaser in connection with the Agreement is or will be complete and accurate in all material respects as of its date or as of the date so furnished and does not and will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein not misleading.

(i)  Amphenol Corporation is not in violation of any order of any court, arbitrator or Governmental Authority.

(j)  Neither Amphenol Corporation nor any of its Affiliates has any direct or indirect ownership or other financial interest in any Purchaser.

(k)  The Servicer and the applicable Originator has complied in all material respects with the Credit and Collection Policy of each Originator with regard to each Receivable originated by such Originator.

(l)  Amphenol Corporation has complied in all material respects with all of the terms, covenants and agreements contained in the Agreement and the other Transaction Documents that are applicable to it.

(m)  Amphenol Corporation is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as

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amended. In addition, Amphenol Corporation is not a “holding company,” a “subsidiary company” of a “holding company,” or an “affiliate” of a “holding company” or of a “subsidiary company” of a “holding company” within the meaning of the Public Utility Holding Company Act of 1935, as amended.

(n)  Since its most recent fiscal year end, there has been no change in the business, operations, financial condition, properties or assets of the Servicer which would have a Material Adverse Effect on the Servicer.

3. Supplemental Representations, Warranties and Agreements Relating to UCC Issues. In addition to the representations, warranties and agreements contained in Sections 1 and 2 of this Exhibit III, to induce the Administrative Agents, the Purchasers to enter into the Agreement, the Seller and (where indicated) the Servicer hereby represent, warrant, covenant and agree as follows:

A. The Pool Receivables.

(i)The Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Pool Assets in favor of the Administrative Agent and the Purchasers which security interest is prior to all other Adverse Claims, and is enforceable as such as against creditors of and purchasers from the Seller.

(ii)The Pool Receivables constitute either “accounts,” “payment intangibles,”  “instruments,”  “chattel paper” or “general intangibles” within the meaning of the applicable UCC.

(iii)The Seller owns and has good and marketable title to the Pool Receivables free and clear of any Adverse Claim.

(iv)Seller has caused (and will cause the Originator to cause), within ten days after the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the sale of the Pool Receivables from the Originator to the Seller pursuant to the Sale Agreement, and the sale and security interest therein from the Seller to the Administrative Agent for the benefit of the Purchasers under the Agreement, to the extent that such collateral constitutes “accounts,” “general intangibles,” or “tangible chattel paper.”

(v)With respect to any Pool Receivables that constitute “tangible chattel paper”, if any, the Seller (or the Servicer on its behalf) has in its possession the original copies of such tangible chattel paper that constitute or evidence such Pool Receivables, and the Seller has caused (and will cause the Originator to cause), within ten days after the Closing Date, the filing of financing statements described in clause (iv), above, each of which will contain a statement to the effect that: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Administrative Agent for the benefit of the Purchasers.”  The Pool Receivables to the extent they are evidenced by “tangible chattel paper” do not have any marks or notations indicating that they have been

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pledged, assigned or otherwise conveyed to any Person other than the Seller or the Administrative Agent for the benefit of the Purchasers.

B. The Accounts.

(i)The Accounts constitute “deposit accounts” within the meaning of the applicable UCC.

(ii)The Seller owns and has good and marketable title to the Accounts free and clear of any Adverse Claim.

(iii)The Seller has delivered to the Administrative Agent fully executed Lock-Box  Agreements and a Concentration Account Agreement, as applicable, relating to the Accounts, pursuant to which the applicable account banks have agreed, following the occurrence and continuation of a Termination Event, to comply with all instructions originated by the Administrative Agent directing the disposition of funds in such Accounts without further consent by the Seller or the Servicer.

C. Priority.

(i)Other than the transfer of the Pool Receivables to Seller and Administrative Agent under the Sale Agreement and this Agreement, respectively, and/or the security interest granted to the Seller and the Administrative Agent pursuant to the Sale Agreement and this Agreement, respectively, neither Seller nor any Originator has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Pool Receivables or the Accounts or any subaccount thereof, except for any such pledge, grant or other conveyance which has been released or terminated. Neither the Seller nor any Originator has authorized the filing of, or is aware of any financing statements against either the Seller or such Originator that include a description of Pool Receivables or the Accounts or any subaccount thereof, other than any financing statement (i) relating to the sale thereof by such Originator to Seller under the Sale Agreement, (ii) relating to the security interest granted to Administrative Agent under this Agreement, or (iii) that has been released or terminated.

(ii)The Seller is not is aware of any judgment, ERISA or tax lien filings against the Seller or any Originator.

(iii)No Account is in the name of any person other than the Seller or the Administrative Agent (for the benefit of the Purchasers). Neither the Seller nor the Servicer has consented to any bank maintaining such account to comply with instructions of any person other than the Administrative Agent (for the benefit of the Purchasers).

(iv)Notwithstanding any other provision of the Agreement or any other Transaction Document, the representations, warranties and agreements contained in Section 3 of Exhibit III of the Agreement shall be continuing, and remain in full force and

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effect until such time as the Purchased Interest and all other obligations under the Agreement have been finally and fully paid and performed.

(v)The parties to the Agreement (to the extent required pursuant to the terms of the Conduit Purchaser’s commercial paper program): (i) shall not, without obtaining a confirmation of the then-current rating of the Notes, waive any of the representations set forth in this Section 3; (ii) shall provide the Ratings Agencies with prompt written notice of any breach of any representations set forth in this Section 3, and shall not, without obtaining a confirmation of the then-current rating of the Notes (as determined after any adjustment or withdrawal of the ratings following notice of such breach) waive a breach of any of the representations set forth in this Section 3.

(vi)In order to evidence the interests of the Administrative Agent (for the benefit of the Purchasers) under this Agreement, the Servicer shall, from time to time take such action, or execute and deliver such instruments as may be necessary or advisable (including, without limitation, such actions as are reasonably requested by the Administrative Agent (for the benefit of the Purchasers)) to maintain and perfect, as a first-priority interest, the Administrative Agent’s security interest in the Pool Receivables, Related Security and Collections. The Servicer shall, from time to time and within the time limits established by law, prepare and present to the Administrative Agent (for the benefit of the Purchasers) for the Administrative Agent’s authorization and approval all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrative Agent’s security interest as a first-priority interest. The Administrative Agent’s approval of such filings shall authorize the Servicer to file such financing statements under the UCC without the signature of the Seller, any Originator or the Administrative Agent where allowed by applicable law. Notwithstanding anything else in the Transaction Documents to the contrary, the Servicer shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements, without the prior written consent of the Administrative Agent (for the benefit of the Purchasers).

D. Preference. Each remittance of collections by the Seller to the Purchasers under this Agreement will have been (i) in payment of a debt incurred by the Seller in the ordinary course of business or financial affairs of the Seller and (ii) made in the ordinary course of business or financial affairs of the Seller.

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EXHIBIT IV

COVENANTS

l. Covenants of the Seller. Until the latest of the Facility Termination Date, the date on which no Aggregate Investment of or Aggregate Yield in respect of the Purchased Interest shall be outstanding or the date all other amounts owed by the Seller under the Agreement to any Purchaser, the Administrative Agent and any other Indemnified Party or Affected Person shall be paid in full:

a. Compliance with Laws, Etc. The Seller shall comply with all applicable laws, rules, regulations and orders, and preserve and maintain its corporate existence, rights, franchises, qualifications and privileges, except to the extent that the failure so to comply with such laws, rules and regulations or the failure so to preserve and maintain such rights, franchises, qualifications and privileges would not have a Material Adverse Effect.

b. Location, Records and Books of Account, Etc. The Seller shall provide the Administrative Agent with at least 30 days’ written notice before making any change in the Seller’s name or making any other change in the Seller’s identity, location or corporate structure (including a change in jurisdiction of organization) that could render any UCC financing statement filed in connection with this Agreement “seriously misleading” as such term (or similar term) is used in the UCC; each notice to the Administrative Agent pursuant to this sentence shall set forth the applicable change and the effective date thereof. The office where the Seller keeps its records concerning the Receivables shall be at the address set forth below its signature to the Agreement or at such other office consented to in advance by the Administrative Agent and the Majority Purchasers. The Seller also will maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Receivables (including records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable). The Seller will (and will cause each Originator to) on or prior to the date of the Agreement, (i) delete from its master data processing records and other books and records relating to the Purchased Interest all legends marked therein relating to the Nesbitt Burns Transaction Documents and (iii) mark its master data processing records and other books and records relating to the Purchased Interest (and at all times thereafter (until the latest of the Facility Termination Date or the date all other amounts owed by the Seller under the Agreement shall be paid in full) continue to maintain such records) with a legend, acceptable to the Administrative Agent, describing the Purchased Interest.

c. Performance and Compliance with Contracts and Credit and Collection Policy. The Seller shall (and shall cause the Servicer to), at its expense, timely and fully perform and comply with all material provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables.

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d. Sales, Liens, Etc. The Seller shall not sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim upon or with respect to, any or all of its right, title or interest in, to or under any Pool Assets (including the Seller’s undivided interest in any Receivable, Related Security or Collections, or upon or with respect to any account to which any Collections of any Receivables are sent), or assign any right to receive income in respect of any items contemplated by this paragraph.

e. Extension or Amendment of Receivables. Except as provided in the Agreement, the Seller shall not, and shall not permit the Servicer to, extend the maturity or adjust the Outstanding Balance or otherwise modify the terms of any Pool Receivable, or in any material respect amend, modify or waive any term or condition of any related Contract.

f. Change in Business or Credit and Collection Policy. The Seller shall not make (or permit any Originator to make) any change in the character of its business or make or permit any material change to any Credit and Collection Policy. The Seller will not make or permit any change to any Credit or Collection Policy without giving prompt written notice thereof to the Administrative Agent.

g. Audits. The Seller shall (and shall cause each Originator to), from time to time during regular business hours, as reasonably requested in advance (unless a Termination Event or Unmatured Termination Event exists) by the Administrative Agent, permit the Administrative Agent, or its agents or representatives: (i) to examine and make copies of and abstracts from all books, records and documents (including computer tapes and disks) in the possession or under the control of the Seller (or any such Originator) relating to Receivables and the Related Security, including the related Contracts, and (ii) to visit the offices and properties of the Seller and the Originators for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to Receivables and the Related Security or the Seller’s, Amphenol  Corporation’s or the Originators’ performance under the Transaction Documents or under the Contracts with any of the officers, employees, agents or contractors of the Seller, Amphenol Corporation or the Originators having knowledge of such matters. The Administrative Agent shall be entitled to conduct one audit per calendar year pursuant to this section at the expense of the Seller, but shall be responsible for any expenses incurred pursuant to any additional audits in any calendar year (unless a Termination Event or Unmatured Termination Event exists).

h. Change in Lock-Box Banks, Lock-Box Accounts and Payment Instructions to Obligors. The Seller shall not, and shall not permit the Servicer or any Originator to, add or terminate any bank as a Lock-Box Bank or any account as a Lock-Box Account from those listed in Schedule II to the Agreement, or make any change in its instructions to Obligors regarding payments to be made to the Seller, the Originators, the Servicer or any Lock-Box Account (or related post office box), unless the Administrative Agent and the Majority Purchasers shall have consented thereto in writing and the Administrative Agent shall have received copies of all agreements and documents (including Lock-Box Agreements) that it may request in connection therewith.

i. Deposits to Lock-Box Accounts and the Concentration Account Bank. The Seller (or the Servicer on its behalf) shall: (i) instruct all Obligors to make payments of all Receivables to one or more Lock-Box Accounts or to post office boxes to which only Lock-Box Banks have

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access (and shall instruct the Lock-Box Banks to cause all items and amounts relating to such Receivables received in such post office boxes to be removed and deposited into a Lock-Box Account on a daily basis), and (ii) deposit, or cause to be deposited, any Collections received by it into the Concentration Account not later than one Business Day after receipt thereof. Each Lock-Box Account shall be subject to a Lock-Box Agreement and the Concentration Account shall at all times be subject to a Concentration Account Agreement. The Seller will not deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Lock-Box Account or the Concentration Account cash or cash proceeds other than Collections.

j. Reporting Requirements. The Seller will provide to the Administrative Agent (in multiple copies, if requested by the Administrative Agent) the following:

i.as soon as available and in any event within 45 days after the end of the first three quarters of each fiscal year of the Seller, balance sheets of the Seller and its subsidiaries as of the end of such quarter and statements of income and retained earnings of the Seller and its subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified as to accuracy by the chief financial officer of the Seller;

ii.as soon as available and in any event within 65 days after the end of each fiscal year of the Seller, a copy of the annual report for such year for the Seller and its subsidiaries, containing financial statements for such year audited by independent certified public accountants of nationally recognized standing acceptable to the Administrative Agent;

iii.as soon as possible and in any event within five days after the occurrence of each Termination Event or Unmatured Termination Event, a statement of the chief financial officer of the Seller setting forth details of such Termination Event or Unmatured Termination Event and the action that the Seller has taken and proposes to take with respect thereto;

iv.promptly after the filing or receiving thereof, copies of all reports and notices that the Seller or any Affiliate files under ERISA with the Internal Revenue Service, the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or that the Seller or any Affiliate receives from any of the foregoing or from any multiemployer plan (within the meaning of Section 4001(a)(3) of ERISA) to which the Seller or any of its Affiliates is or was, within the preceding five years, a contributing employer, in each case in respect of the assessment of withdrawal liability or an event or condition that could, in the aggregate, result in the imposition of liability on the Seller and/or any such Affiliate;

v.at least thirty days before any change in the Seller’s name, jurisdiction of organization, location or any other change requiring the amendment of UCC financing statements, a notice setting forth such changes and the effective date thereof;

vi.promptly after the Seller obtains knowledge thereof, notice of any: (A) material litigation, investigation or proceeding that may exist at any time between the

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Seller and any Person or (B) material litigation or proceeding relating to any Transaction Document;

vii.promptly after the occurrence thereof, notice of a material adverse change in the business, operations, property or financial or other condition of Amphenol Corporation, the Seller, the Servicer or any Originator; and

viii.such other information respecting the Receivables or the condition or operations, financial or otherwise, of the Seller or any of its Affiliates as the Administrative Agent or any Purchaser Agent may from time to time reasonably request.

k. Certain Agreements. Without the prior written consent of the Administrative Agent and the Majority Purchasers,  the Seller will not (and will not permit any Originator to) amend, modify, waive, revoke or terminate any Transaction Document to which it is a party or any provision of Seller’s certificate of incorporation or by-laws.

l.              Restricted Payments. (i) Except pursuant to clause (ii) below, the Seller will not: (A) purchase or redeem any shares of its capital stock, (B) declare or pay any dividend or set aside any funds for any such purpose, (C) prepay, purchase or redeem any Debt, (D) lend or advance any funds or (E) repay any loans or advances to, for or from any of its Affiliates (the amounts described in clauses (A) through (E) being referred to as “Restricted Payments”).

(ii) Subject to the limitations set forth in clause (iii) below, the Seller may make Restricted Payments so long as such Restricted Payments are made only in one or more of the following ways: (A) the Seller may make cash payments (including prepayments) on the AFC Note in accordance with its terms, and (B) if no amounts are then outstanding under the AFC Note, the Seller may declare and pay dividend.

(iii) The Seller may make Restricted Payments only out of the funds it receives pursuant to Sections 1.4(d) and 1.5(d) of the Agreement and clause 1(n) of this Exhibit IV to the Agreement. Furthermore, the Seller shall not pay, make or declare: (A) any dividend if, after giving effect thereto, the Seller’s tangible net worth would be less than $4,000,000 or (B) any Restricted Payment (including any dividend) if, after giving effect thereto, any Termination Event or Unmatured Termination Event shall have occurred and be continuing.

m. Other Business. The Seller will not: (i) engage in any business other than the transactions contemplated by the Transaction Documents; (ii) create, incur or permit to exist any Debt of any kind (or cause or permit to be issued for its account any letters of credit or bankers’ acceptances) other than pursuant to this Agreement or the AFC Note; or (iii) form any Subsidiary or make any investments in any other Person; provided, however, that the Seller shall be permitted to incur minimal obligations to the extent necessary for the day-to-day operations of the Seller (such as expenses for stationery, audits, maintenance of legal status, etc.).

n. Use of Seller’s Share of Collections. The Seller shall apply the Seller’s Share of Collections to make payments in the following order of priority: (i) the payment of its expenses (including all obligations payable to the Administrative Agent and the Purchasers under the Agreement and under the Fee Letter); (ii) the payment of accrued and unpaid interest on the AFC

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Note; (iii) payment of the principal on the AFC Note; and (iv) other legal and valid corporate purposes.

o. Tangible Net Worth. The Seller will not permit its tangible net worth, at any time, to be less than $4,000,000.

p. Calculation of the Purchased Interest. The Seller shall calculate the Purchased Interest on a daily basis and, if requested, provide the results of such calculation to the Administrative Agent, Moody’s, S&P or Fitch, as applicable.

2. Covenants of the Servicer and Amphenol Corporation. Until the latest of the Facility Termination Date, the date on which no Investment of or Yield in respect of the Purchased Interest shall be outstanding or the date all other amounts owed by the Seller under the Agreement to the Purchasers, the Administrative Agent and any other Indemnified Party or Affected Person shall be paid in full:

a. Compliance with Laws, Etc. The Servicer and, to the extent that it ceases to be the Servicer, Amphenol Corporation shall comply (and shall cause each Originator to comply) in all material respects with all applicable laws, rules, regulations and orders, and preserve and maintain its corporate existence, rights, franchises, qualifications and privileges, except to the extent that the failure so to comply with such laws, rules and regulations or the failure so to preserve and maintain such existence, rights, franchises, qualifications and privileges would not have a Material Adverse Effect on the Seller, Servicer, any Originator or Amphenol Corporation, if it is no longer the Servicer.

b. Records and Books of Account, Etc. The office the Servicer keeps its records concerning the Receivables is at the address of the Servicer set forth under its name on the signature page to the Agreement or in such other locations consented to in Advance by the Administrative Agent and the Majority Purchasers. The Servicer and, to the extent that it ceases to be the Servicer, Amphenol Corporation, also will (and will cause each Originator to) maintain and implement administrative and operating procedures (including an ability to recreate records evidencing Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Receivables (including records adequate to permit the daily identification of each Receivable and all Collections of and adjustments to each existing Receivable).

c. Performance and Compliance with Contracts and Credit and Collection Policy. The Servicer and, to the extent that it ceases to be the Servicer, Amphenol Corporation, shall (and shall cause Originator to), at its expense, timely and fully perform and comply with all material provisions, covenants and other promises required to be observed by it under the Contracts related to the Receivables, and timely and fully comply in all material respects with the Credit and Collection Policy with regard to each Receivable and the related Contract.

d. Extension or Amendment of Receivables. Except as provided in the Agreement, the Servicer and, to the extent that it ceases to be the Servicer, Amphenol Corporation, shall not extend (and shall not permit any Originator to extend), the maturity or adjust the Outstanding

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Balance or otherwise modify the terms of any Pool Receivable, or amend, modify or waive any term or condition of any related Contract.

e. Change in Credit and Collection Policy. The Servicer and, to the extent that it ceases to be the Servicer, Amphenol Corporation, shall not make (and shall not permit any Originator to make) any material change in any Credit and Collection Policy. The Servicer will not make or permit any change to any Credit or Collection Policy without giving prompt written notice thereof to the Administrative Agent.

f. Audits. The Servicer and, to the extent that it ceases to be the Servicer, Amphenol Corporation, shall (and shall cause each Originator to), from time to time during regular business hours, as reasonably requested in advance (unless a Termination Event or Unmatured Termination Event exists) by the Administrative Agent, permit the Administrative Agent, or its agents or representatives: (i) to examine and make copies of and abstracts from all books, records and documents (including computer tapes and disks) in its possession or under its control relating to Receivables and the Related Security, including the related Contracts; and (ii) to visit its offices and properties for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to Receivables and the Related Security or its performance hereunder or under the Contracts with any of its officers, employees, agents or contractors having knowledge of such matters. The Administrative Agent shall be entitled to conduct one audit per calendar year pursuant to this section at the expense of Amphenol Corporation, but shall be responsible for any expenses incurred pursuant to any additional audits in any calendar year (unless a Termination Event or Unmatured Termination Event exists).

g. Change in Lock-Box Banks, Lock-Box Accounts and Payment Instructions to Obligors. The Servicer and, to the extent that it ceases to be the Servicer, Amphenol Corporation, shall not (and shall not permit any Originator to) add or terminate any bank as a Lock-Box Bank or any account as a Lock-Box Account from those listed in Schedule II to the Agreement, or make any change in its instructions to Obligors regarding payments to be made to the Servicer or any Lock-Box Account (or related post office box), unless the Administrative Agent and the Majority Purchasers shall have consented thereto in writing and the Administrative Agent shall have received copies of all agreements and documents (including Lock-Box Agreements) that it may request in connection therewith.

h. Deposits to Lock-Box Accounts and the Concentration Account. The Servicer shall: (i) instruct all Obligors to make payments of all Receivables to one or more Lock-Box Accounts or to post office boxes to which only Lock-Box Banks have access (and shall instruct the Lock-Box Banks to cause all items and amounts relating to such Receivables received in such post office boxes to be removed and deposited into a Lock-Box Account on a daily basis), and (ii) deposit, or cause to be deposited, any Collections received by it into the Concentration Account not later than one Business Day after receipt thereof. Each Lock-Box Account shall be subject to a Lock-Box Letter and the Concentration Account shall at all times be subject to a Concentration Account Agreement. The Servicer will not deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Lock-Box Account or the Concentration Account cash or cash proceeds other than Collections.

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i. Reporting Requirements. Amphenol Corporation shall provide to the Administrative Agent (in multiple copies, if requested by the Administrative Agent) and each Purchaser Agent the following:

i.as soon as available and in any event within 45 days after the end of the first three quarters of each fiscal year of Amphenol Corporation, balance sheets of Amphenol Corporation and its consolidated Subsidiaries as of the end of such quarter and statements of income, retained earnings and cash flow of Amphenol Corporation and its consolidated Subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer of such Person;

ii.as soon as available and in any event within 65 days after the end of each fiscal year of Amphenol Corporation, a copy of the annual report for such year for Amphenol Corporation and its consolidated Subsidiaries, containing financial statements for such year audited by independent certified public accountants of nationally recognized standing;

iii.as to the Servicer only, as soon as available and in any event not later than the Report Date, an Information Package as of the Month-End Date or, within five Business Days of a request by the Administrative Agent, an Information Package for such periods as is specified by the Administrative Agent (including on a semi-monthly, weekly or daily basis);

iv.as soon as possible and in any event within five days after becoming aware of the occurrence of each Termination Event or Unmatured Termination Event, a statement of the chief financial officer of Amphenol Corporation setting forth details of such Termination Event or Unmatured Termination Event and the action that such Person has taken and proposes to take with respect thereto;

v.promptly after the sending or filing thereof, copies of all reports that Amphenol Corporation sends to any of its security holders, and copies of all reports and registration statements that Amphenol Corporation or any Subsidiary files with the Securities and Exchange Commission or any national securities exchange; provided, that any filings with the Securities and Exchange Commission that have been granted “confidential” treatment shall be provided promptly after such filings have become publicly available;

vi.promptly after the filing or receiving thereof, copies of all reports and notices that Amphenol Corporation or any of its Affiliate files under ERISA with the Internal Revenue Service, the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or that such Person or any of its Affiliates receives from any of the foregoing or from any multiemployer plan (within the meaning of Section 4001(a)(3) of ERISA) to which such Person or any of its Affiliate is or was, within the preceding five years, a contributing employer, in each case in respect of the assessment of withdrawal liability or an event or condition that could, in the aggregate, result in the imposition of liability on Amphenol Corporation and/or any such Affiliate;

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vii.at least thirty days before any change in Amphenol Corporation’s or any Originator’s jurisdiction of organization, name or any other change requiring the amendment of UCC financing statements, a notice setting forth such changes and the effective date thereof;

viii.promptly after Amphenol Corporation obtains knowledge thereof, notice of any: (A) litigation, investigation or proceeding that may exist at any time between Amphenol Corporation or any of its Subsidiaries and any Governmental Authority that, if not cured or if adversely determined, as the case may be, would have a Material Adverse Effect; (B) litigation or proceeding adversely affecting such Person or any of its Subsidiaries in which the amount involved is $2,000,000 or more and not covered by insurance or in which injunctive or similar relief is sought; or (C) litigation or proceeding relating to any Transaction Document;

ix.promptly after the occurrence thereof, notice of a material adverse change in the business, operations, property or financial or other condition of Amphenol Corporation or any of its Subsidiaries;

x.promptly after the occurrence thereof, notice of any downgrade of Amphenol Corporation;

xi.such other information respecting the Receivables or the condition or operations, financial or otherwise, of Amphenol Corporation or any of its Affiliates as the Administrative Agent or any Purchaser Agent may from time to time reasonably request; and

xii.promptly after the occurrence thereof, notice of any material acquisition or investment by Amphenol Corporation of or in any Person, business or operation.

j.The Servicer and, to the extent it ceases to be the Servicer, Amphenol Corporation, shall track and review the Distributor Incentive Program and all adjustments with respect to Pool Receivables related thereto, and shall insure that the credit memos issued in connection therewith reflect such adjustments in all material respects.

3. Separate Existence. Each of the Seller and Amphenol Corporation hereby acknowledges that the Purchasers, the Administrative Agent and the Liquidity Providers are entering into the transactions contemplated by this Agreement and the other Transaction Documents in reliance upon the Seller’s identity as a legal entity separate from Amphenol Corporation and its Affiliates. Therefore, from and after the date hereof, each of the Seller and Amphenol Corporation shall take all steps specifically required by the Agreement or reasonably required by the Administrative Agent to continue the Seller’s identity as a separate legal entity and to make it apparent to third Persons that the Seller is an entity with assets and liabilities distinct from those of Amphenol Corporation and any other Person, and is not a division of Amphenol Corporation, its Affiliates or any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the other covenants set forth herein, each of the Seller and Amphenol Corporation shall take such actions as shall be required in order that:

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(a)  The Seller will be a limited purpose corporation whose primary activities are restricted in its certificate of incorporation to: (i) purchasing or otherwise acquiring from the Originators, owning, holding, granting security interests or selling interests in Pool Assets, (ii) entering into agreements for the selling and servicing of the Receivables Pool, and (iii) conducting such other activities as it deems necessary or appropriate to carry out its primary activities;

(b)  The Seller shall not engage in any business or activity, or incur any indebtedness or liability, other than as expressly permitted by the Transaction Documents;

(c)  Not less than one member of the Seller’s Board of Directors (the “Independent Director”) shall be an individual who is not a direct, indirect or beneficial stockholder, officer, director, employee, affiliate, associate or supplier of Amphenol Corporation or any of its Affiliates. The certificate of incorporation of the Seller shall provide that: (i) the Seller’s Board of Directors shall not approve, or take any other action to cause the filing of, a voluntary bankruptcy petition with respect to the Seller unless the Independent Director shall approve the taking of such action in writing before the taking of such action, and (ii) such provision cannot be amended without the prior written consent of the Independent Director;

(d)  The Independent Directors shall not at any time serve as a trustee in bankruptcy for the Seller, Amphenol Corporation or any Affiliate thereof;

(e)  Any employee, consultant or agent of the Seller will be compensated from the Seller’s funds for services provided to the Seller. The Seller will not engage any agents other than its attorneys, auditors and other professionals, and a servicer and any other agent contemplated by the Transaction Documents for the Receivables Pool, which servicer will be fully compensated for its services by payment of the Servicing Fee, and a manager, which manager will be fully compensated from the Seller’s funds;

(f)  The Seller will contract with the Servicer to perform for the Seller all operations required on a daily basis to service the Receivables Pool. The Seller will pay the Servicer the Servicing Fee pursuant to the Agreement. The Seller will not incur any material indirect or overhead expenses for items shared with Amphenol Corporation (or any other Affiliate thereof) that are not reflected in the Servicing Fee. To the extent, if any, that the Seller (or any Affiliate thereof) shares items of expenses not reflected in the Servicing Fee or the manager’s fee, such as legal, auditing and other professional services, such expenses will be allocated to the extent practical on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to the actual use or the value of services rendered; it being understood that Amphenol Corporation shall pay all expenses relating to the preparation, negotiation, execution and delivery of the Transaction Documents, including legal, agency and other fees;

(g)  The Seller’s operating expenses will not be paid by Amphenol Corporation or any other Affiliate thereof;

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(h)  All of the Seller’s business correspondence and other communications shall be conducted in the Seller’s own name and on its own separate stationery;

(i)  The Seller’s books and records will be maintained separately from those of Amphenol Corporation and any other Affiliate thereof;

(j)  All financial statements of Amphenol Corporation or any Affiliate thereof that are consolidated to include Seller will contain detailed notes clearly stating that: (i) a special purpose corporation exists as a Subsidiary of Amphenol Corporation, and (ii) the Originators have sold receivables and other related assets to such special purpose Subsidiary that, in turn, has sold undivided interests therein to certain financial institutions and other entities;

(k)  The Seller’s assets will be maintained in a manner that facilitates their identification and segregation from those of  Amphenol Corporation or any Affiliate thereof;

(l)  The Seller will strictly observe corporate formalities in its dealings with Amphenol Corporation or any Affiliate thereof, and funds or other assets of the Seller will not be commingled with those of Amphenol Corporation or any Affiliate thereof except as permitted by the Agreement in connection with servicing the Pool Receivables. The Seller shall not maintain joint bank accounts or other depository accounts to which Amphenol Corporation or any Affiliate thereof (other than Amphenol Corporation in its capacity as the Servicer) has independent access. The Seller is not named, and has not entered into any agreement to be named, directly or indirectly, as a direct or contingent beneficiary or loss payee on any insurance policy with respect to any loss relating to the property of Amphenol Corporation or any Subsidiary or other Affiliate of Amphenol Corporation. The Seller will pay to the appropriate Affiliate the marginal increase or, in the absence of such increase, the market amount of its portion of the premium payable with respect to any insurance policy that covers the Seller and such Affiliate; and

(m)  The Seller will maintain arm’s-length relationships with Amphenol Corporation (and any Affiliate thereof). Any Person that renders or otherwise furnishes services to the Seller will be compensated by the Seller at market rates for such services it renders or otherwise furnishes to the Seller. Neither the Seller nor Amphenol Corporation will be or will hold itself out to be responsible for the debts of the other or the decisions or actions respecting the daily business and affairs of the other. The Seller and Amphenol Corporation will immediately correct any known misrepresentation with respect to the foregoing, and they will not operate or purport to operate as an integrated single economic unit with respect to each other or in their dealing with any other entity.

(n)  Amphenol Corporation shall not pay the salaries of Seller’s employees, if any.

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EXHIBIT V

TERMINATION EVENTS

Each of the following shall be a “Termination Event”:

a. (i) the Seller or the Servicer (if the Servicer is Amphenol Corporation) shall fail to make when due any payment or deposit to be made by it under the Agreement and applied thereunder to reduce the Aggregate Investment, (ii) the Servicer shall fail to deliver the Information Package pursuant to the Agreement within two Business Days after the Report Date, or (iii) Amphenol Corporation shall resign as Servicer, and no successor Servicer reasonably satisfactory to the Administrative Agent and the Majority Purchasers shall have been appointed;

b. any representation or warranty made or deemed made by the Seller, Amphenol Corporation or  any Originator (or any of their respective officers) under or in connection with the Agreement or any other Transaction Document, or any information or report delivered by the Seller, Amphenol Corporation or any Originator or the Servicer pursuant to the Agreement or any other Transaction Document, shall prove to have been incorrect or untrue in any material respect when made or deemed made or delivered and any such incorrectness or untruth shall remain unremedied for thirty days after Seller or Servicer shall have actual or constructive knowledge thereof;

c. the Seller, Amphenol Corporation or any other Originator shall fail to perform or observe in any material respect any other term, covenant or agreement contained in this Agreement or in any other Transaction Document on its part to be performed or observed and any such failure shall remain unremedied for thirty days after Seller or Servicer shall have actual or constructive knowledge thereof;

d. the Agreement or any Purchase or reinvestment pursuant to the Agreement shall for any reason: (i) cease to create, or the Purchased Interest shall for any reason cease to be, a valid and enforceable perfected undivided percentage ownership or security interest to the extent of the Purchased Interest in each Pool Receivable, the Related Security and Collections with respect thereto, free and clear of any Adverse Claim, or (ii) cease to create with respect to the Pool Assets, or the interest of the Administrative Agent (for the benefit of the Purchasers) with respect to such Pool Assets shall cease to be, a valid and enforceable first priority perfected security interest, free and clear of any Adverse Claim;

e. the Seller, Amphenol Corporation or any Originator shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Seller, Amphenol Corporation or any Originator seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or

V-1

any of the actions sought in such proceeding (including the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or for any substantial part of its property) shall occur; or the Seller, Amphenol Corporation or any Originator shall take any corporate action to authorize any of the actions set forth above in this paragraph;

f. (i) the (A) the monthly Dilution Ratio shall exceed 7.75%, (B) the 91-120 Days Past Due Ratio shall exceed 8.0%, (C) the Three Month 61-90 Days Past Due Ratio shall exceed 9.50%, or (D) the Three Month 91-120 Days Past Due Ratio shall exceed 5.5%;

g. (i) a Change in Control shall occur or (ii) an Amphenol Change in Control shall occur;

h. (i) the Purchased Interest shall exceed 100% for more than one Business Day;

i. (i) the Seller, Amphenol Corporation, the Servicer or any Originator or any of its Subsidiaries shall fail to pay any principal of or premium or interest on any of its Debt that is outstanding in a principal amount of at least $30,000,000 in the aggregate (or any amount in the case of Seller) when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement, mortgage, indenture or instrument relating to such Debt (whether or not waived); or (ii) any other event shall occur or condition shall exist under any agreement, mortgage, indenture or instrument relating to any such Debt and shall continue after the applicable grace period, if any, specified in such agreement, mortgage, indenture or instrument (whether or not waived), if, in either case: (a) the effect of such non-payment, event or condition is to give the applicable debtholders the right (whether acted upon or not) to accelerate the maturity of such Debt, or (b) any such Debt shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), redeemed, purchased or defeased, or an offer to repay, redeem, purchase or defease such Debt shall be required to be made, in each case before the stated maturity thereof;

j. either: (i) the Internal Revenue Service shall file a notice of lien with respect to any of the assets of Seller, any Originator, Amphenol Corporation or any ERISA Affiliate asserting a claim or claims pursuant to Section 6321 of the Internal Revenue Code that would have a Material Adverse Effect on Seller or Amphenol Corporation and the Originators, and such lien shall not have been released within ten (10) Business Days after it is filed, or (ii) the Pension Benefit Guaranty Corporation shall, or shall indicate its intention in writing to the Seller, any Originator, Amphenol Corporation or any ERISA Affiliate to, either file a notice of lien asserting a claim pursuant to Section 4068 of ERISA with regard to any assets of the Seller, any Originator, Amphenol Corporation or any ERISA Affiliate or terminate any Benefit Plan subject to Title IV of ERISA;

k. (i) one or more final judgments for the payment of money shall be entered against the Seller or (ii) one or more final judgments for the payment of money in an amount in excess of $30,000,000, individually or in the aggregate, shall be entered against the Servicer on claims not covered by insurance or as to which the insurance carrier has denied its responsibility, and such judgment shall continue unsatisfied and in effect for sixty (60) consecutive days without a stay of execution;

V-2

l. (i)Any Transaction Document, or any ownership or other interest granted or created thereunder that is not immaterial in amount shall (except in accordance with its terms), in whole or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of the Seller, the Servicer or any Originator; or (ii) the Seller, the Servicer, any Originator or any other Amphenol Person shall, directly or indirectly, contest in any manner such effectiveness, validity, binding nature or enforceability;

m. Seller’s Tangible Net Worth shall be less than $4,000,000 for more than five (5) consecutive Business Days;

n. Amphenol Corporation shall be in breach of one or more of the financial ratio covenants in the Credit Agreement dated as of July 15, 2005 among Amphenol Corporation and certain of its subsidiaries, Bank of America, N.A. as Administrative Agent and the lenders party thereto, as such Credit Agreement may be amended, restated or modified from time to time;

o. The Undertaking Agreement shall cease to be in full force and effect or Amphenol Corporation shall fail to perform or observe any term, covenant or agreement contained in the Undertaking Agreement on its part to be performed or observed and any such failure shall remain unremedied for ten days after written notice thereof shall have been given by the Administrative Agent to the Seller and Amphenol Corporation; or

p. the “Purchase and Sale Termination Date” under and as defined in the Sale Agreement shall have occurred under the Sale Agreement or an Event of Bankruptcy shall have occurred with respect to any Originator or group of Originators that, at the time of such Event of Bankruptcy, has originated in the aggregate more than 15% of the Pool Receivables then in the Receivables Pool.

V-3

SCHEDULE I

CREDIT AND COLLECTION POLICY

Sch-I-1

SCHEDULE II

LOCK-BOX BANKS AND LOCK-BOX ACCOUNTS

Sch-II-1

SCHEDULE III

TRADE NAMES

Legal Entity	Trade Names
Amphenol Funding Corp.	None
Amphenol Corporation	Amphenol Assemble Tech Amphenol Spectra Strip
Amphenol Antel, Inc.	Antel
Amphenol Interconnect Products Corporation	Amphenol Assemble Tech-Florida AIPC AWISO
Amphenol T&M Antennas, Inc.	T&M Antennas
Sine Systems Corporation	Pyle-National
Times Fiber Communications, Inc.	TFC
Advanced Circuit Technology, Inc.	None
Amphenol PCD, Inc.	None
Amphenol Connex Corporation	None

SCHEDULE IV

ORIGINATORS

1.Amphenol Corporation

2.Amphenol Antel, Inc.

3.Advanced Circuit Technology, Inc.

4.Amphenol Connex Corporation

5.Amphenol Interconnect Products Corporation

6.Amphenol PCD, Inc.

7.Sine Systems Corporation

8.Amphenol T&M Antennas, Inc.

9.Times Fiber Communications, Inc.

SCHEDULE V

UCC FILINGS

ANNEX A

to Receivables Purchase Agreement

FORM OF INFORMATION PACKAGE

ANNEX B

to Receivables Purchase Agreement

FORM OF PURCHASE NOTICE

[Date]

FORM OF PURCHASE NOTICE

Calyon New York Branch, as Agent	Attention: Florence Reyes
1301 Avenue of the Americas	Fax: (212) 261 3448
New York, NY 10019	Tel: (212) 261-7897

Re: Amphenol Funding Corp.

Ladies and Gentlemen:

Reference is made to the Receivables Purchase Agreement dated as of July 31, 2006 (as amended, supplemented or otherwise, modified from time to time, the “Receivables Purchase Agreement”) among Amphenol Funding Corp (the “Seller”), Amphenol Corporation (the “Servicer”), Atlantic Asset Securitization LLC and Calyon New York Branch. Capitalized terms unless otherwise defined herein shall have the meanings set forth in the Receivables Purchase Agreement.

1.The Seller hereby requests a purchase of $                on                , 20    (the “Purchase Date”) and Fixed Period(s) ending on                                                                                           .

2.The Seller hereby certifies, represents and warrants to the Administrative Agent and the Conduit Purchaser that on and as of the Purchase Date:

(a)all applicable conditions precedent set forth in Exhibit II to the Receivables Agreement have been satisfied;

(b)each of its representations and warranties contained in Exhibit III to the Receivables Agreement will be true and correct, in all material respects, as if made on and as of the Purchase Date;

(c)no event has occurred and is continuing, or would result from the requested purchase, that constitutes an Termination Event or Unmatured Termination Event;

(d)the Facility Termination Date has not occurred; and

(e)after giving effect to the purchase requested above, (i) the outstanding Aggregate Investment is less than or equal to the Purchase Limit, and (ii) the aggregate of the Purchased Interest does not exceed 100%.

IN WITNESS WHEREOF, the Seller has caused this Purchase Notice to be executed and delivered as of this          day of                   , 20   .

Amphenol Funding Corp.
By:
	Name:
	Title:

Annex C

FORM OF ASSUMPTION AGREEMENT

THIS ASSUMPTION AGREEMENT (this “Agreement”), dated as of [                ,        ], is among Amphenol Funding Corp. (the “Seller”),  Atlantic Asset Securitization LLC, as purchaser (the “Conduit Purchaser”),  Calyon New York Branch as Administrative Agent and [ ] as Related Committed Purchaser (the “Related Committed Purchaser”).

BACKGROUND

The Seller and various others are parties to a certain Receivables Purchase Agreement dated as of July 31, 2006 (as amended through the date hereof, the “Receivables Purchase Agreement”). Capitalized terms used and not otherwise defined herein have the respective meaning assigned to such terms in the Receivables Purchase Agreement.

NOW, THEREFORE, the parties hereto hereby agree as follows:

SECTION 1. This Agreement constitutes an Assumption Agreement pursuant to Section 1.2 of the Receivables Purchase Agreement. The Seller desires the Related Committed Purchaser to [become a Related Committed Purchaser under] [increase its existing Commitment under] the Receivables Purchase Agreement and upon the terms and subject to the conditions set forth in the Receivables Purchase Agreement, the Related Committed Purchaser agrees to [become a Related Committed Purchaser thereunder with a] [increase its Commitment such that after giving effect to such increase it will have a] Commitment equal to the amount set forth as its “Commitment” its signature hereto.

Seller hereby represents and warrants to the Related Committed Purchaser as of the date hereof, as follows:

(i)  the representations and warranties of the Seller contained in Exhibit III of the Receivables Purchase Agreement are correct on and as of such dates as though made on and as of such dates and shall be deemed to have been made on such dates;

(ii)  no Termination Event or Unmatured Termination Event has occurred and is continuing, or would result from such transfer; and

(iii)  the Facility Termination Date shall not have occurred.

SECTION 2. Upon execution and delivery of this Agreement by the Seller and the Related Committed Purchaser, satisfaction of the other conditions to assignment specified in Section 6.3 of the Receivables Purchase Agreement (including the consent of the Seller) and receipt by the Seller and Administrative Agent of counterparts of this Agreement (whether by facsimile or otherwise) executed by each of the parties hereto, [the Related Committed Purchaser shall become a party to, and have the rights and obligations of a Purchaser under, the Receivables Purchase Agreement] [the Related Committed Purchaser shall increase its Commitment as indicated above].

SECTION 3. Each party hereto hereby covenants and agrees that it will not institute against, or join any other Person in instituting against, any Conduit Purchaser, any bankruptcy,

C-1

reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after the latest maturing Notes issued by such Conduit Purchaser is paid in full. The covenant contained in this paragraph shall survive any termination of the Receivables Purchase Agreement.

SECTION 4. THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. This Agreement may not be amended, supplemented or waived except pursuant to a writing signed by the party to be charged. This Agreement may be executed in counterparts, and by the different parties on different counterparts, each of which shall constitute an original, but all together shall constitute one and the same agreement.

(continued on following page)

C-2

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized officers as of the date first above written.

ATLANTIC ASSET SECURITIZATION LLC

as Conduit Purchaser

By:

Name:

Title:

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

CALYON NEW YORK BRANCH,

as Administrative Agent

By:

Name:

Title:

Address:

1301 Avenue of the Americas

New York, NY 10019

Attention: Matthew Croghan

Telephone: (212) 459-2619

Facsimile: (212) 459-3258

C-3

	[           ], as Related Committed Purchaser
	By:
	Name:
	Title:
	Percentage:            %
	Commitment: $
Consented and Agreed:
Amphenol Funding Corp., as Seller
By:
Name Printed:
Title:

C-4

Annex D

Form of Transfer Supplement

Dated as of [            , 20   ]

1.

Portion of Commitment assigned:	$
Assignor’s remaining portion of Commitment:	$
Portion of Aggregate Investment assigned:	$
Assignor’s remaining portion of the outstanding balance of the Aggregate Investment:	$
Accrued interest (if any) allocable to portion of the Aggregate Investment assigned:	$
Accrued interest (if any) allocable to the Assignor’s remaining portion of the Aggregate Investment:	$

2.

Effective Date of this Transfer Supplement: [                 ]

Upon execution and delivery of this Transfer Supplement by transferee and transferor and the satisfaction of the other conditions to assignment specified in Section 6.3 of the Receivables Purchase Agreement (defined below), from and after the effective date specified above, the transferee shall become a party to, and have the rights and obligations of a Purchaser under, the Receivables Purchase Agreement dated as of July 31, 2006 (as amended, supplemented or otherwise modified through the date hereof, the “Receivables Purchase Agreement”), 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 purpose of Section 6.2 of the Receivables Purchase Agreement, notice shall be given to the addresses provided herein. Capitalized terms used and not otherwise defined herein have the respective meanings assigned thereto in Exhibit I to the Receivables Purchase Agreement (including terms incorporated therein by reference).

(continued on following page)

D-1

TRANSFEROR:	[                        ]
		By:
		Name:
		Title:
TRANSFEREE:	[                        ]
		By:
		Name:
		Title:
	[Address]

D-2

Accepted as of date first above written:

CALYON NEW YORK BRANCH,

as Administrative Agent

By:

Name:

Title:

By:

Name:

Title:

Address:

1301 Avenue of the Americas

New York, NY 10019

Attention: Matthew Croghan

Telephone: (212) 459-2619

Facsimile: (212) 459-3258

D-3

ANNEX E

to Receivables Purchase Agreement

FORM OF AMPHENOL CORPORATION UNDERTAKING AGREEMENT

ANNEX F

to Receivables Purchase Agreement

LIST OF SPECIAL OBLIGORS

Avnet, Inc.
Initial Special Concentration Percentage: 6%.

Capstone/Arrow, a division of Arrow Electronics, Inc.
Initial Special Concentration Percentage: 8%.

ANNEX G

to Receivables Purchase Agreement

PURCHASER PAYMENT ACCOUNT INFORMATION

Calyon, NY Branch

ABA: 026008073

Account name - Atlantic Asset Securitization Corp.

Account #  01-25680-0001-00-001

Attn: Savarra Johnson

Ref:  APH/AASC

ANNEX H

to Receivables Purchase Agreement

EQUIVALENT LONG TERM RATINGS

Moody’s
Short- term	Long- term
Aaa	P-1
Aa1	P-1
Aa2	P-1
Aa3	P-2
A1	P-2
A2	P-2
A3	P-3
Baa1	P-3
< Baa1	Not Prime

Standard & Poors
Short- term	Long- term
AAA	A-1
AA+	A-1
AA	A-1
AA -	A-1
A+	A-1
A	A-2
A -	A-2
BBB+	A-2
BBB	A-3
BBB -	A-3
< BBB -	Unrated

EX-10.13

Exhibit 10.13

EXECUTION COPY

PURCHASE AND SALE AGREEMENT


Dated as of July 31, 2006


among


THE ORIGINATORS NAMED HEREIN,


and


AMPHENOL FUNDING CORP.,


and


AMPHENOL CORPORATION,
individually and as the initial Servicer.

TABLE OF CONTENTS

ARTICLE I	AGREEMENT TO PURCHASE AND SELL; AFC AGREEMENT TO LEND		2
Section 1.1		Agreement To Purchase and Sell	2
Section 1.2		Timing of Purchases	3
Section 1.3		Consideration for Purchases	3
Section 1.4		Purchase and Sale Termination Date	3
Section 1.5		Intention of the Parties	3
ARTICLE II	CALCULATION OF PURCHASE PRICE		4
Section 2.1		Calculation of Purchase Price	4
Section 2.2		Definitions and Calculations Related to Purchase Price	5
ARTICLE III	PAYMENT OF PURCHASE PRICE		7
Section 3.1		Initial Purchase Price Payment	7
Section 3.2		Subsequent Purchase Price Payments	7
Section 3.3		Settlement as to Specific Receivables	7
Section 3.4		Settlement as to Dilution	8
ARTICLE IV	AFC NOTE OPERATIONS		8
Section 4.1		AFC Note Payments	8
ARTICLE V	CONDITIONS OF PURCHASES		8
Section 5.1		Conditions Precedent to Purchase	8
Section 5.2		Certification as to Representations and Warranties	10
ARTICLE VI	REPRESENTATIONS AND WARRANTIES OF THE ORIGINATORS		10
Section 6.1		Organization and Good Standing	10
Section 6.2		Due Qualification	10
Section 6.3		Power and Authority; Due Authorization	11
Section 6.4		Valid Sale; Binding Obligations	11
Section 6.5		No Violation	11
Section 6.6		Proceedings	11
Section 6.7		Securities Exchange Act	11
Section 6.8		Bulk Sales Acts	12
Section 6.9		Government Approvals	12
Section 6.10		Material Adverse Effect	12

i

Section 6.11		Licenses, Contingent Liabilities and Labor Controversies	12
Section 6.12		Margin Regulations	12
Section 6.13		Quality of Title	12
Section 6.14		Accuracy of Information	12
Section 6.15		Offices	13
Section 6.16		Trade Names	13
Section 6.17		Taxes	13
Section 6.18		Compliance with Applicable Laws	13
Section 6.19		Good Faith Transfers	13
Section 6.20		Supplemental Representations, Warranties and Agreements	13
ARTICLE VII	COVENANTS OF AMPHENOL AND THE OTHER ORIGINATORS		15
Section 7.1		Affirmative Covenants	15
Section 7.2		Reporting Requirements	17
Section 7.3		Negative Covenants	18
Section 7.4		Lock-box Banks	19
ARTICLE VIII	ADDITIONAL RIGHTS AND OBLIGATIONS IN RESPECT OF THE RECEIVABLES		19
Section 8.1		Rights of AFC	19
Section 8.2		Responsibilities of Each Originator	19
Section 8.3		Further Action Evidencing Purchases	20
Section 8.4		Application of Collections	20
ARTICLE IX	PURCHASE AND SALE TERMINATION EVENTS		21
Section 9.1		Purchase and Sale Termination Events	21
Section 9.2		Remedies	21
ARTICLE X	INDEMNIFICATION		22
Section 10.1		Indemnities by Amphenol and the Originators	22
ARTICLE XI	MISCELLANEOUS		23
Section 11.1		Amendments, Waivers, etc	23
Section 11.2		Notices, etc	24
Section 11.3		Cumulative Remedies	24
Section 11.4		Binding Effect; Assignability	24

ii

Section 11.5	No Proceedings	24
Section 11.6	Governing Law	24
Section 11.7	Costs, Expenses and Taxes	25
Section 11.8	Submission to Jurisdiction	25
Section 11.9	Waiver of Jury Trial	25
Section 11.10	Captions and Cross References; Incorporation by Reference	26
Section 11.11	Execution in Counterparts	26
Section 11.12	Acknowledgment and Agreement	26

EXHIBIT A	Form of Purchase Report
EXHIBIT B	Form of AFC Note
EXHIBIT C	Form of Originator Assignment Certificate
EXHIBIT D	Proceedings
EXHIBIT E	Office Locations
EXHIBIT F	Trade Names and Corporate Reorganizations

iii

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of July 31, 2006, is among AMPHENOL CORPORATION, a Delaware corporation (“Amphenol”), individually and as the initial Servicer, AMPHENOL ANTEL, INC., an Illinois corporation (“Amphenol Antel”),  AMPHENOL CONNEX CORPORATION, a Delaware corporation (“Amphenol Connex”), AMPHENOL INTERCONNECT PRODUCTS CORPORATION, a Delaware corporation (“Amphenol Interconnect”), AMPHENOL PCD, INC., a Delaware corporation (“Amphenol PCD”), AMPHENOL T&M ANTENNAS, INC., a Delaware company (“Amphenol T&M”), ADVANCED CIRCUIT TECHNOLOGY, INC., a Delaware corporation (“Advanced Circuit”), SINE SYSTEMS CORPORATION, a Delaware corporation (“Sine Systems”), and TIMES FIBER COMMUNICATIONS, INC., a Delaware corporation (“Times Fiber”) (Amphenol, Amphenol Antel, Amphenol Connex, Amphenol Interconnect, Amphenol PCD, Amphenol T&M, Advanced Circuit, Sine Systems and Times Fiber are herein collectively called the “Originators” and individually called an “Originator”), and AMPHENOL FUNDING CORP., a Delaware corporation (“AFC”).

Definitions

Unless otherwise indicated, certain terms that are capitalized and used throughout this Agreement are defined in Exhibit I to the Receivables Purchase Agreement dated as of the date hereof (the “Receivables Purchase Agreement”) among AFC, Amphenol, Calyon New York Branch (the “Administrative Agent”) and Atlantic Asset Securitization LLC (the “Conduit Purchaser”). All references herein to months are to calendar months unless otherwise expressly indicated.

Background

1. AFC is a special purpose corporation, all of the issued and outstanding shares of which are owned by the Originators.

2. The Originators generate Receivables in the ordinary course of their respective businesses.

3. The Originators and AFC were parties to a previous agreement under which the Originators sold Receivables to AFC, which is the owner of such Receivables as of the opening of business on the Closing Date (such previously sold Receivables, the “Existing Receivables”).

4. The Originators, in order to finance their respective businesses, wish to sell Receivables to AFC, and AFC is willing, on the terms and subject to the conditions set forth herein, to purchase Receivables from the Originators.

5. Each Originator and AFC intends each transaction hereunder to be a true sale of Receivables by each Originator to AFC providing AFC with the full benefits of ownership of the Receivables and each Originator and AFC do not intend the transactions hereunder to be, or for any purpose to be, characterized as a loan from AFC to any Originator.

6. AFC intends to sell an undivided variable percentage ownership interest in the Receivables from time to time pursuant to a Receivables Purchase Agreement.

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

ARTICLE I
AGREEMENT TO PURCHASE AND SELL;
AFC AGREEMENT TO LEND

SECTION 1.1  Agreement To Purchase and Sell. On the terms and subject to the conditions set forth in this Agreement (including Article V), each Originator, severally and for itself alone, agrees to sell to AFC, and AFC agrees to purchase from such Originator, from time to time on or after the applicable Originator Closing Date, but before the Purchase and Sale Termination Date, all of such Originator’s right, title and interest in and to:

(a)  each Receivable of each such Originator that existed and was owing to such Originator as at the opening of such Originator’s business on the Originator Closing Date (it being acknowledged that the Originators have previously sold to AFC all of their Receivables created prior to the Closing Date);

(b)  each Receivable created by each such Originator from and including the opening of such Originator’s business on the Originator Closing Date, to and including the Purchase and Sale Termination Date;

(c)  all rights to, but not the obligations under, all Related Security;

(d)  all monies due or to become due with respect to the Receivables described in clauses (a) and (b);

(e)  all proceeds (as defined in the applicable UCC) of the Receivables described in clauses (a) and (b) above that are or were received by such Originator on or after the opening of such Originator’s business on the Originator Closing Date, including, without limitation, all funds which either are received by such Originator, AFC or Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of Receivables, or are applied to such amounts owed by the Obligors (including, without limitation, insurance payments that an Originator or Servicer applies in the ordinary course of its business to amounts owed in respect of any Receivable and net proceeds of sale or other disposition of repossessed goods or other collateral or property of the Obligors or any other parties directly or indirectly liable for payment of such Receivables); and

(f)  all books and records related to any of the foregoing.

All purchases hereunder shall be made without recourse, but shall be made pursuant to, and in reliance upon, the representations, warranties and covenants of each Originator set forth in this Agreement and each other Transaction Document. No obligation or liability to any Obligor on

2

any Receivable is intended to be assumed by AFC hereunder, and any such assumption is expressly disclaimed. AFC’s foregoing commitment to purchase Receivables is herein called the “Purchase Facility.”

SECTION 1.2  Timing of Purchases.

(a)  Originator Closing Date Purchases. Each Originator’s entire right, title and interest in (i) each Receivable that existed and was owing to each of the Originators as at the opening of such Originator’s business on the Originator Closing Date (it being acknowledged that the Originators have previously sold to AFC all of their Receivables created prior to the Closing Date), (ii) all Receivables created by each of the Originators from and including the opening of such Originator’s business on the Originator Closing Date, and (iii) all proceeds thereof (as described in subsection (e) of the foregoing Section 1.1) automatically shall be deemed to have been sold to AFC on the Originator Closing Date.

(b)  Regular Purchases. After the Closing Date and until the Purchase and Sale Termination Date, each Receivable (and the rights related thereto described in Section 1.1) created by each Originator shall be deemed to have been sold to AFC immediately (and without further action) upon the creation of such Receivable.

SECTION 1.3  Consideration for Purchases. On the terms and subject to the conditions set forth in this Agreement, AFC agrees to make Purchase Price payments to the respective Originators in accordance with Article III.

SECTION 1.4  Purchase and Sale Termination Date. The “Purchase and Sale Termination Date” shall be the earliest to occur of (a) the date of the termination of this Agreement pursuant to Section 9.2 and (b) the Payment Date immediately following the day on which all of the Originators shall have given notice to AFC at or prior to 10:00 a.m. (New York City time) that all of the Originators desire to terminate this Agreement; provided, however, that the Purchase and Sale Termination Date shall not occur until all Commitments under the Receivables Purchase Agreement shall have terminated, the Aggregate Investment shall have been reduced to zero and all Obligations shall have been finally and fully paid and performed.

SECTION 1.5 Intention of the Parties. It is the express intent of the parties hereto that the transfers of the Receivables and Related Security by each Originator to AFC, as contemplated by this Agreement be, and be treated as, sales or contributions, as applicable and not as secured loans secured by the Receivables and Related Security. If, however, notwithstanding the intent of the parties, any such transactions are deemed to be loans, each Originator hereby grants to AFC a first priority security interest in all of such Originator’s right, title and interest in and to the Receivables and the Related Rights now existing and hereafter created by such Originator, all monies due or to become due and all amounts received with respect thereto, and all proceeds thereof, to secure all of such Originator’s obligations hereunder.

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ARTICLE II
CALCULATION OF PURCHASE PRICE

SECTION 2.1  Calculation of Purchase Price. On each Payment Date (including the Closing Date), Servicer shall deliver to AFC, the Administrative Agent and each Originator a report in substantially the form of Exhibit A (each such report being herein called a “Purchase Report”) with respect to AFC’s purchases of Receivables from each Originator:

(a)  that are to be made on such Payment Date (in the case of the Purchase Report to be delivered on Closing Date), or

(b)  that were made during the month immediately preceding such Payment Date (in the case of each subsequent Purchase Report).

The “Purchase Price” to be paid to each Originator on each Payment Date for the Receivables that are to be sold by such Originator on such Payment Date (in the case of the Closing Date) or that were sold by such Originator during the month immediately preceding such Payment Date (in the case of each subsequent Payment Date) shall be set forth in the relevant Purchase Report and shall be determined in accordance with the following formula:

PP = AUB - PD

where:

PP	=	Purchase Price to be paid to the relevant Originator on the relevant Payment Date
AUB	=	(i) for purposes of calculating the Purchase Price on the Closing Date, the aggregate Outstanding Balance of all Receivables that were generated by such Originator, as measured as at the closing of such Originator’s business on the Closing Date, and (ii) for purposes of calculating the Purchase Price on each Payment Date thereafter, the aggregate Outstanding Balance of all Receivables generated by such Originator during the month immediately preceding such Payment Date (it being agreed that, subject to Section 3.4, the Outstanding Balance of each such Receivable shall be measured for this purpose only at the time such Receivable was generated)
PD	=	Purchase Discount for such Originator as measured on such Payment Date
where:
Purchase
Discount		=COFD + SFD + SD + LD

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and:
COFD	=	Cost of Funds Discount for such Originator as measured on such Payment Date
SFD	=	Servicer’s Fee Discount for such Originator as measured on such Payment Date
SD	=	Spread Discount for such Originator as measured on such Payment Date
LD	=	Loss Discount for such Originator as measured on such Payment Date

SECTION 2.2  Definitions and Calculations Related to Purchase Price.

(a)  Cost of Funds Discount. “Cost of Funds Discount” for a particular Originator, as measured on any Payment Date, shall be determined in accordance with the following formula:

COFD = COF x (AUB/SAUB)
where:
COFD	=	Cost of Funds Discount for such Originator as measured on such Payment Date
COF	=	for each Payment Date, the sum of all of AFC’s financing costs and expenses incurred during the month preceding such Payment Date, including, without limitation, accrued Yield, interest on the AFC Notes, Commitment Fees, Program Fee, reserve costs, tax payments, and indemnity obligations of AFC for which AFC is not indemnified pursuant to this Agreement

AUB, in respect of such Originator, has the meaning assigned thereto in Section 2.1

SAUB = The sum of the separate AUBs calculated in respect of all Originators on such Payment Date

(b)  Servicer’s Fee Discount. The “Servicer’s Fee Discount” for a particular Originator, as measured on any Payment Date, shall be determined in accordance with the following formula:

SFD = SF x (AUB/SAUB)
where:
SFD	=	Servicer’s Fee Discount for such Originator as measured on such Payment Date

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SF = For each Payment Date, the aggregate Dollar amount of the Servicer’s Fee payable to the Servicer pursuant to clause (a) or (b), as the case may be, of Section 4.6 of the Receivables Purchase Agreement in respect of the month preceding such Payment Date

AUB, in respect of such Originator, has the meaning assigned thereto in Section 2.1

SAUB = The sum of the separate AUBs calculated in respect of all Originators on such Payment Date

(c)  Spread Discount. The “Spread Discount” for a particular Originator, as measured on any Payment Date, shall be calculated in accordance with the following formula:

SD = AUB x S
where:
SD	=	Spread Discount for such Originator as measured on such Payment Date

AUB, in respect of such Originator, has the meaning assigned thereto in Section 2.1

S = Spread of two (2.0) basis points.

(d)  Loss Discount. The “Loss Discount” for a particular Originator, as measured on any Payment Date, shall be calculated in accordance with the following formula:

LD = AUB x LR
where:
LD	=	Loss Discount for such Originator as measured on such Payment Date

AUB, in respect of such Originator, has the meaning assigned thereto in Section 2.1

LR = (i) for purposes of the first three Payment Dates (from and including the Closing Date) the Average Loss Rate of the Receivables generated by such Originator, as measured on such Payment Date, and (ii) for purposes of each Payment Date thereafter, the Loss Rate of the Receivables generated by such Originator, as measured on such Payment Date

(e)  Average Loss Rate. The “Average Loss Rate” of the Receivables generated by a particular Originator, as measured on any Payment Date, means one-tenth of: (i) the aggregate Outstanding Balance of all such Receivables that were written off during the ten complete months ending on the first Payment Date after the Closing Date divided by (ii) the monthly

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average Outstanding Balance of all such Receivables generated by such Originator as measured for such ten-month period.

(f)  Loss Rate. The “Loss Rate” of the Receivables generated by a particular Originator, as measured on any Payment Date, means: (i) the aggregate Outstanding Balance of all such Receivables that became more than 180 days past due (or, without duplication, were written off) during the month preceding such Payment Date divided by (ii) the Month-End Balance of such Receivables for the month preceding such Payment Date.

(g)  Month-End Balance. The “Month-End Balance”, during any month, of the Receivables generated by a particular Originator means an amount equal to the aggregate Outstanding Balance of such Receivables at the close of Servicer’s (or, for periods prior to the Closing Date, such Originator’s) business on the last Business Day of such month.

ARTICLE III
PAYMENT OF PURCHASE PRICE

SECTION 3.1  Initial Purchase Price Payment. On the terms and subject to the conditions set forth in this Agreement, AFC agrees to pay to each Originator the Purchase Price for the purchase to be made from such Originator on the Closing Date partially in cash (in an amount to be agreed between AFC, Servicer and such Originator and set forth in the initial Purchase Report) and partially by issuing a promissory note in the form of Exhibit B to such Originator with an initial principal balance equal to the remaining Purchase Price (each such promissory note, as it may be amended, supplemented, indorsed or otherwise modified from time to time, together with all promissory notes issued from time to time in substitution therefor or renewal thereof in accordance with the Transaction Documents, being herein called an “AFC Note”).

SECTION 3.2  Subsequent Purchase Price Payments. On each Payment Date falling after the Closing Date, on the terms and subject to the conditions set forth in this Agreement, AFC shall pay to each Originator the Purchase Price for the Receivables generated by such Originator during the immediately preceding month. To the extent any portion of the Purchase Price remains unpaid, the principal amount outstanding under the AFC Note issued to such Originator shall be increased by an amount equal to such remaining Purchase Price.

Servicer shall make all appropriate record keeping entries with respect to the AFC Notes or otherwise to reflect the foregoing payments and adjustments, and Servicer’s books and records shall constitute rebuttable presumptive evidence of the principal amount of and accrued interest on any AFC Note at any time. Furthermore, Servicer shall hold the AFC Notes for the benefit of the Originators. Each Originator hereby irrevocably authorizes Servicer to mark the AFC Notes “CANCELLED” and to return such AFC Notes to AFC upon the final payment thereof after the occurrence of the Purchase and Sale Termination Date.

SECTION 3.3  Settlement as to Specific Receivables. If on the day of purchase of any Receivable from any Originator hereunder any of the representations or warranties relating to title set forth in Section 6.13 is not true with respect to such Receivable, then such Originator forthwith shall deliver to Servicer for deposit into a Lock-box Account same day funds in an

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amount equal to the Outstanding Balance of such Receivable for application by Servicer to the same extent as if Collections of such Outstanding Balance had actually been received on such date; provided, that if AFC thereafter receives payment on account of Collections due with respect to such Receivable, AFC promptly shall deliver such funds to such Originator.

SECTION 3.4  Settlement as to Dilution. Each Purchase Report (other than the Purchase Report to be delivered on the Closing Date) shall include, in respect of the Receivables previously generated by each particular Originator (including those Receivables, if any, that were transferred by such Originator to AFC prior to the Closing Date), a calculation of the aggregate net reduction in the aggregate Outstanding Balance of such Receivables owed by particular Obligors on account of any defective, rejected or returned goods or services, any cash discount, or any incorrect billings, other adjustments, or setoffs in respect of any claims by the Obligor(s) thereof against such Originator or any of its Affiliates (whether such claims arise out of the same or a related or unrelated transaction), during the most recent month, as indicated on the books of AFC (or, for periods prior to the Closing Date, the books of such Originator). The Purchase Price that otherwise would be paid to such Originator on the Payment Date on which such Purchase Report is delivered shall be decreased by the amount of such net reduction. If there have been no purchases of Receivables (or insufficiently large purchases of Receivables) from such Originator during the month immediately preceding any Payment Date, any amount owed by which the Purchase Price payable to an Originator would have been reduced pursuant to the immediately preceding sentence either:

(i)  shall be paid in cash by such Originator to AFC, or

(ii)  shall be deemed to be a payment under, and shall be deducted from the principal amount outstanding under, the AFC Note issued to such Originator, to the extent that such payment and reduction is permitted under Section 1(l) of Exhibit IV to the Receivables Purchase Agreement.

ARTICLE IV
AFC NOTE OPERATIONS

SECTION 4.1  AFC Note Payments. All payments under all AFC Notes shall be made to Servicer for the account of the applicable payee thereof.

ARTICLE V
CONDITIONS OF PURCHASES

SECTION 5.1  Conditions Precedent to Purchase. The effectiveness of this Agreement is subject to the condition precedent that Servicer (on AFC’s behalf) shall have received, on or before the date hereof, the following, each (unless otherwise indicated) dated the date hereof, and each in form and substance satisfactory to Servicer (acting on AFC’s behalf):

(a)  An Originator Assignment Certificate in the form of Exhibit C from each Originator, duly completed, executed and delivered by such Originator;

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(b)  A copy of the resolutions of the Board of Directors of each Originator approving this Agreement and the transactions contemplated hereby, certified by the respective Secretary or Assistant Secretary of each Originator;

(c)  Good standing certificates for each Originator issued as of a recent date acceptable to Servicer by the Secretary of State of the jurisdiction of such Person’s incorporation;

(d)  Certificate of the Secretary or Assistant Secretary of each Originator 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 certificate Servicer and AFC may conclusively rely until such time as Servicer shall receive from such Person a revised certificate meeting the requirements of this subsection (d));

(e)  The certificate or articles of incorporation or other organizational document of each Originator, duly certified by the Secretary of State of the jurisdiction of such Originator’s incorporation as of a recent date acceptable to Servicer, together with a copy of the by-laws of such Originator, each duly certified by the Secretary or an Assistant Secretary of such Originator;

(f)  Originals of the proper financing statements (Form UCC-1 and UCC-3) that have been duly executed and name each Originator as the assignor and AFC as the assignee (and Calyon New York Branch, as Administrative Agent, for the benefit of the Purchasers, as assignee of AFC) of the Receivables generated by such Originator as may be necessary or, in Servicer’s or the Administrative Agent’s opinion, desirable 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;

(g)  (i) A written search report from a Person satisfactory to Servicer listing all effective financing statements that name any Originator as debtor or assignor and that are filed in the jurisdictions in which filings were made pursuant to the foregoing subsection (f), together with copies of such financing statements (none of which, except for those described in the foregoing subsection (f), shall cover any Receivable or any right related to any Receivable that is of the type described in Section 1.1) which is to be sold to AFC hereunder, and (ii) tax and judgment lien search reports from a Person satisfactory to Servicer showing no evidence of such liens filed against any Originator;

(h)    A favorable opinion of (i) Pillsbury Winthrop Shaw Pittman LLP, special counsel to Amphenol and the other Originators, and (ii) Edward C. Wetmore, General Counsel to AFC, Amphenol and the other Originators, each in form and substance satisfactory to Servicer and the Agent;

(i)  Evidence: (i) of the execution and delivery by each of the parties thereto of each of the other Transaction Documents to be executed and delivered in connection herewith and (ii) that each of the conditions precedent to the execution, delivery and

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effectiveness of such other Transaction Documents has been satisfied to Servicer’s satisfaction;

(j)  An AFC Note in favor of each Originator, duly executed by AFC;

(k)  A certificate from an officer of each Originator to the effect that Servicer and each Originator have (i) deleted any legend placed in connection with the Nesbitt Burns Transaction Documents from the most recent, and (ii) 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 that a 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 A PURCHASE AND SALE AGREEMENT, DATED AS OF JULY 31, 2006, AMONG AMPHENOL CORPORATION, CERTAIN OTHER ORIGINATORS, AND AMPHENOL FUNDING CORP.; AND UNDIVIDED, FRACTIONAL OWNERSHIP INTERESTS IN THE RECEIVABLES DESCRIBED HEREIN HAVE BEEN SOLD TO ATLANTIC ASSET SECURITIZATION LLC PURSUANT TO A RECEIVABLES PURCHASE AGREEMENT, DATED AS OF JULY 31, 2006, AMONG AMPHENOL FUNDING CORP., AMPHENOL CORPORATION, ATLANTIC ASSET SECURITIZATION LLC AND CALYON NEW YORK BRANCH, AS THE ADMINISTRATIVE AGENT FOR THE PURCHASERS”.

SECTION 5.2  Certification as to Representations and Warranties. Each Originator, by accepting the Purchase Price related to each purchase of Receivables generated by such Originator, shall be deemed to have certified that the representations and warranties contained in Article VI are true and correct on and as of such day, with the same effect as though made on and as of such day (except to the extent that any such representation or warranty is expressed to be made only as of an earlier date, in which case such representation or warranty shall have been true and correct on and as of such earlier date).

ARTICLE VI
REPRESENTATIONS AND WARRANTIES OF THE ORIGINATORS

In order to induce AFC to enter into this Agreement and to make purchases hereunder, each Originator hereby makes with respect to itself, and Amphenol, jointly and severally, with each Originator makes with respect to such Originator, the representations and warranties set forth in this Article VI.

SECTION 6.1  Organization and Good Standing. Such Originator has been duly organized and is validly existing as a corporation in good standing under the laws of the state of its incorporation, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted.

SECTION 6.2  Due Qualification. Such Originator is duly licensed or qualified to do business as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its property or the conduct of its business requires such licensing or qualification (except

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to the extent that the failure to be so licensed or qualified would not be reasonably likely to have a Material Adverse Effect).

SECTION 6.3  Power and Authority; Due Authorization. Such Originator has (a) all necessary power, authority and legal right (i) to execute and deliver, and perform its obligations under, each Transaction Document to which it is a party and (ii) to generate, own, sell and assign Receivables on the terms and subject to the conditions herein and therein provided; and (b) duly authorized such execution and delivery and such sale and assignment and the performance of such obligations by all necessary corporate action (including, if required, all shareholder action).

SECTION 6.4  Valid Sale; Binding Obligations. Each sale made by such Originator pursuant to this Agreement shall constitute a valid sale, transfer and assignment of Receivables to AFC, enforceable against creditors of, and purchasers from, such Originator; and this Agreement constitutes, and each other Transaction Document signed or to be signed by such Originator, when duly executed and delivered, constitutes or will constitute, a legal, valid and binding obligation of such Originator, 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.

SECTION 6.5  No Violation. The consummation of the transactions contemplated by this Agreement and the other Transaction Documents, and the fulfillment of the terms hereof or thereof, will not (a) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice, lapse of time or both) a default under (i) such Originator’s articles or certificate of incorporation or by-laws, or (ii) any indenture, loan agreement, mortgage, deed of trust or other agreement or instrument to which it is a party or by which it or any of its property is bound, except for any conflict, breach or default that would not be reasonably likely to have a Material Adverse Effect on such Originator, (b) result in the creation or imposition of any Adverse Claim upon any of its properties pursuant to the terms of any such indenture, loan agreement, mortgage, deed of trust or other agreement or instrument, other than the Transaction Documents, or (c) violate any law or any order, rule or regulation applicable to it of any court or of any federal, state or foreign regulatory body, administrative agency or other governmental instrumentality having jurisdiction over it or any of its properties, except for any violation that would not be reasonably likely to have a Material Adverse Effect.

SECTION 6.6  Proceedings. Except as set forth in Exhibit D, there is no action, suit, proceeding or investigation pending before any court, regulatory body, arbitrator, administrative agency or other tribunal or governmental instrumentality (a) asserting the invalidity of any Transaction Document, (b) seeking to prevent the issuance of such Originator’s Originator Assignment Certificate or the consummation of any of the transactions contemplated by any Transaction Document, or (c) seeking any determination or ruling that is reasonably likely to have a Material Adverse Effect on such Originator.

SECTION 6.7  Securities Exchange Act. No proceeds of any purchase of Receivables by AFC from any Originator pursuant to this Agreement will be used to acquire any equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934.

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SECTION 6.8  Bulk Sales Acts. No transaction contemplated hereby requires compliance with, or will be subject to avoidance under, any bulk sales act or similar law.

SECTION 6.9  Government Approvals. Except for the filing of the UCC financing statements referred to in Article V, all of which, at the time required in Article V, shall have been duly made and shall be in full force and effect, no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for such Originator’s due execution, delivery and performance of any Transaction Document to which it is a party, except where the failure to receive or make such authorization, approval, action, notice or filing would not be reasonably likely to have a Material Adverse Effect.

SECTION 6.10  Material Adverse Effect. Since December 31, 2005, no event has occurred that has had, or is reasonably likely to have, a Material Adverse Effect on such Originator.

SECTION 6.11  Licenses, Contingent Liabilities and Labor Controversies. (a) Such Originator has not failed to obtain any licenses, permits, franchises or other governmental authorizations necessary to the ownership of its properties or to the conduct of its business, which violation or failure to obtain would be reasonably likely to have a Material Adverse Effect on such Originator.

(b)  There are no labor controversies pending against such Originator that have had (or are reasonably likely to have) a Material Adverse Effect on such Originator.

SECTION 6.12  Margin Regulations. No use of any funds acquired by such Originator under this Agreement will conflict with or contravene any of Regulations T, U and X promulgated by the Board of Governors of the Federal Reserve System from time to time.

SECTION 6.13  Quality of Title. (a) Each Receivable of such Originator (together with the Related Security for such Receivable) which is to be sold to AFC hereunder is or shall be owned by such Originator, free and clear of any Adverse Claim, except as provided herein and in the Receivables Purchase Agreement. Whenever AFC makes a purchase hereunder, it shall have acquired and shall continue to have maintained a valid and perfected first priority ownership interest (free and clear of any Adverse Claim) in all Receivables generated by such Originator and all Collections related thereto, and in such Originator’s entire right, title and interest in and to the Related Security with respect thereto.

(b)  No effective financing statement or other instrument similar in effect covering any Receivable generated by such Originator or any right related to any such Receivable that is of the type described in Section 1.1 is on file in any recording office except such as may be filed in favor of AFC or the Originators, as the case may be, in accordance with this Agreement or in favor of the Administrative Agent for the benefit of the Purchasers in accordance with the Receivables Purchase Agreement.

SECTION 6.14  Accuracy of Information. All factual written information heretofore or contemporaneously furnished (and prepared) by such Originator to AFC, any Purchaser or the Administrative Agent for purposes of or in connection with any Transaction Document or any transaction contemplated hereby or thereby is, and all other such factual written information

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hereafter furnished (and prepared) by such Originator to AFC, any Purchaser or the Administrative Agent pursuant to or in connection with any Transaction Document will be, true and accurate in every material respect on the date as of which such information is dated or certified. No information contained in any report delivered pursuant to Section 7.2 or in any Purchase Report shall be incomplete by omitting to state any material fact necessary to make such information not misleading on the date as of which such information is dated or certified.

SECTION 6.15  Offices. Such Originator’s principal place of business and chief executive office is located at the address set forth under such Originator’s signature hereto, and the offices where such Originator keeps all its books, records and documents evidencing its Receivables, the related Contracts and all other agreements related to such Receivables are located at the addresses specified in Exhibit E (or at such other locations, notified to Servicer and the Administrative Agent in accordance with Section 7.1(f), in jurisdictions where all action required by Section 8.3 has been taken and completed).

SECTION 6.16  Trade Names. Such Originator does not use any trade name other than its actual corporate name and the trade names set forth in Exhibit F. From and after December 3, 1988, such Originator has not been known by any legal name other than its corporate name as of the date hereof, nor has such Originator been the subject of any merger or other corporate reorganization.

SECTION 6.17  Taxes. Such Originator has filed all tax returns and reports required by law to have been filed by it and has paid all taxes and governmental charges thereby shown to be owing, except any such taxes or charges which are being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP shall have been set aside on its books.

SECTION 6.18  Compliance with Applicable Laws. Such Originator is in compliance with the requirements of all applicable laws, rules, regulations and orders of all governmental authorities, a breach of any of which, individually or in the aggregate, would be reasonably likely to have a Material Adverse Effect.

SECTION 6.19  Good Faith Transfers. The transfers of Receivables by such Originator to AFC pursuant to this Agreement, and all other transactions between such Originator and AFC, have been and will be made in good faith and without intent to hinder, delay or defraud creditors of such Originator.

SECTION 6.20  Supplemental Representations, Warranties and Agreements. Relating to UCC Issues. In addition to the representations, warranties and agreements contained above, to induce the Administrative Agents and the Purchasers to enter into the Receivables Purchase Agreement, each Originator hereby represents, warrants, covenants and agrees as follows:

(a)The Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Receivables and Related Security in favor of the Administrative Agent and the Purchasers which security interest is prior to all other Adverse Claims, and is enforceable as such as against creditors of and purchasers from such Originator.

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(b)The Receivables constitute either “accounts,” “payment intangibles,”  “instruments,”  “chattel paper” or “general intangibles” within the meaning of the applicable UCC.

(c)Such Originator owns and has good and marketable title to the Receivables free and clear of any Adverse Claim.

(d)Such Originator has caused, within ten days after the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the sale of the Receivables from such Originator to AFC pursuant to the Sale Agreement, and the sale and security interest therein from such Originator to the Administrative Agent for the benefit of the Purchasers under the Agreement, to the extent that such collateral constitutes “accounts,” “general intangibles,” or “tangible chattel paper.”

(e)With respect to any Receivables that constitute “tangible chattel paper”, if any, such Originator (or the Servicer on its behalf) has in its possession the original copies of such tangible chattel paper that constitute or evidence such Receivables, and such Originator has caused, within ten days after the Closing Date, the filing of financing statements described in clause (d), above, each of which will contain a statement to the effect that: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Administrative Agent for the benefit of the Purchasers.”  The Receivables to the extent they are evidenced by “tangible chattel paper” do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Seller or the Administrative Agent for the benefit of the Purchasers.

(f)Other than the transfer of the Receivables to Seller and Administrative Agent under this Agreement and the Receivables Purchase Agreement, respectively, and/or the security interest granted to the Seller and the Administrative Agent pursuant to this Sale Agreement and the Receivables Purchase Agreement, respectively, such Originator has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables, except for any such pledge, grant or other conveyance which has been released or terminated. Such Originator has not authorized the filing of, or is aware of any financing statements against such Originator that include a description of Receivables, other than any financing statement (i) relating to the sale thereof by such Originator to Seller under this Agreement, (ii) relating to the security interest granted to Administrative Agent under the Receivables Purchase Agreement, or (iii) that has been released or terminated.

(g)Such Originator is not is aware of any judgment, ERISA or tax lien filings against it.

(h)Notwithstanding any other provision of the Agreement or any other Transaction Document, the representations, warranties and agreements contained in Section 6.20 of this Agreement shall be continuing, and remain in full force and effect until such time as the Purchased Interest and all other obligations under the Receivables Purchase Agreement have been finally and fully paid and performed.

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(i)The parties to the Agreement (to the extent required pursuant to the terms of the Conduit Purchaser’s commercial paper program): (i) shall not, without obtaining a confirmation of the then-current rating of the Notes, waive any of the representations set forth in this Section 6.20; (ii) shall provide the Ratings Agencies with prompt written notice of any breach of any representations set forth in this Section 6.20, and shall not, without obtaining a confirmation of the then-current rating of the Notes (as determined after any adjustment or withdrawal of the ratings following notice of such breach) waive a breach of any of the representations set forth in this Section 6.20.

(j)In order to evidence the interests of the Seller Administrative Agent (for the benefit of the Purchasers) under this Agreement, the Servicer shall, from time to time take such action, or execute and deliver such instruments as may be necessary or advisable (including, without limitation, such actions as are reasonably requested by the Administrative Agent (for the benefit of the Purchasers)) to maintain and perfect, as a first-priority interest, the Administrative Agent’s security interest in the Receivables, Related Security and Collections. The Servicer shall, from time to time and within the time limits established by law, prepare and present to the Administrative Agent (for the benefit of the Purchasers) for the Administrative Agent’s authorization and approval all financing statements, amendments, continuations or initial financing statements in lieu of a continuation statement, or other filings necessary to continue, maintain and perfect the Administrative Agent’s security interest as a first-priority interest. The Administrative Agent’s approval of such filings shall authorize the Servicer to file such financing statements under the UCC without the signature of the Seller, any Originator or the Administrative Agent where allowed by applicable law. Notwithstanding anything else in the Transaction Documents to the contrary, the Servicer shall not have any authority to file a termination, partial termination, release, partial release, or any amendment that deletes the name of a debtor or excludes collateral of any such financing statements, without the prior written consent of the Administrative Agent (for the benefit of the Purchasers).

(k)Each remittance of collections by such Originator under this Agreement will have been (i) in payment of a debt incurred by the Seller in the ordinary course of business or financial affairs of the Seller and (ii) made in the ordinary course of business or financial affairs of the Seller.

ARTICLE VII
COVENANTS OF AMPHENOL AND THE OTHER ORIGINATORS

SECTION 7.1  Affirmative Covenants. From the date hereof until the first day following the Purchase and Sale Termination Date, each Originator will, unless Servicer (on behalf of AFC) shall otherwise consent in writing:

(a)  Compliance with Laws, Etc. Comply in all material respects with all applicable laws, rules, regulations and orders with respect to the Receivables generated by it and the Contracts and other agreements related thereto except where the failure to so comply would not materially and adversely affect the collectibility of such Receivables or the rights of AFC hereunder.

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(b)  Preservation of Corporate Existence. Preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its incorporation, and qualify and remain qualified in good standing as a foreign corporation in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification would be reasonably likely to have a Material Adverse Effect.

(c)  Receivables Reviews. (i) At any time and from time to time during regular business hours, and upon two Business Days’ prior written notice so long as no Termination Event is continuing, permit AFC or the Administrative Agent, or their respective agents or representatives, (A) to examine and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in possession or under the control of such Originator relating to Receivables, including, without limitation, the related Contracts and purchase orders and other agreements related thereto, and (B) to visit the offices and properties of such Originator for the purpose of examining such materials described in clause (i)(A) above, and to discuss matters relating to Receivables originated by it or the performance hereunder with any of the officers or employees of such Originator having knowledge of such matters, and (ii) without limiting the foregoing clause (i), from time to time on request of the Administrative Agent (given not more than once in each calendar year so long as no Purchase and Sale Termination Event shall have occurred and be continuing), permit certified public accountants or other auditors acceptable to AFC and the Administrative Agent to conduct, at AFC’s expense (so long as such expenses do not exceed $75,000 in the period from the Closing Date to July 30, 2007, $50,000 in the two subsequent annual periods starting in July 31, 2007 and ending in July 30, 2008 and starting in July 31, 2008 and ending in July 30, 2009, and such amount as may be negotiated among AFC, the Servicer and the Administrative Agent with respect to any such expenses after July 30, 2009), a review of such Originator’s books and records with respect to such Receivables.

(d)  Keeping of Records and Books of Account. Maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Receivables it generates in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of such Receivables (including, without limitation, records adequate to permit the daily identification of each new Receivable and all Collections of and adjustments to each existing Receivable).

(e)  Performance and Compliance with Receivables and Contracts. Timely and fully perform and comply in all material respects with all the provisions, covenants and other promises required to be observed by it under the Contracts and all other agreements related to the Receivables that it generates.

(f)  Location of Records. Keep its principal place of business and chief executive office, and the offices where it keeps its records concerning or related to Receivables, at the address(es) referred to in Exhibit E or, upon 15 days’ prior written notice to AFC and the Administrative Agent, at such other locations in jurisdictions where all action required by Section 8.3 shall have been taken and completed.

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(g)  Credit and Collection Policies. Comply in all material respects with its Credit and Collection Policy in connection with the Receivables that it generates and all Contracts and other agreements related thereto.

(h)  Separate Corporate Existence of AFC. Take such actions as shall be required in order that:

(i)  AFC’s operating expenses will not be paid by such Originator;

(ii)  Such Originator’s books and records will be maintained separately from those of AFC;

(iii)  Any financial statements of such Originator which are consolidated to include AFC will contain detailed notes clearly stating that AFC is a separate corporate entity and that AFC has sold ownership interests in AFC’s accounts receivable;

(iv)  Such Originator will strictly observe corporate formalities in its dealing with AFC, and funds or other assets of AFC will not be commingled with those of such Originator;

(v)  AFC shall pay to the appropriate Amphenol Person the marginal increase (or, in the absence of such increase, the market amount of its portion) of the premium payable with respect to any insurance policy that covers AFC and any other Amphenol Person, but AFC shall not, directly or indirectly, be named or enter into an agreement to be named, as a direct or contingent beneficiary or loss payee, under any such insurance policy, with respect to any amounts payable due to occurrences or events related to any other Amphenol Person;

(vi)  Such Originator will maintain arm’s-length relationships with AFC, and such Originator will be compensated at market rates for any services it renders or otherwise furnishes to AFC; and

(vii)  Such Originator will not be, and will not hold itself out to be, responsible for the debts of AFC or the decisions or actions in respect of the daily business and affairs of AFC.

(i)  Post Office Boxes. Within 60 days after the date hereof, deliver to Servicer (on behalf of AFC) a certificate from an authorized officer of such Originator to the effect that (i) the name of the renter of all post office boxes into which Collections 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 (ii) all relevant postmasters have been notified that each of Servicer (and each Servicer Person) and the Administrative 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).

SECTION 7.2  Reporting Requirements. From the date hereof until the first day following the Purchase and Sale Termination Date, each Originator will, unless Servicer (on

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behalf of AFC) shall otherwise consent in writing, furnish to AFC and the Administrative Agent (with a copy for each Purchaser) the following:

(a)  ERISA. Promptly after receipt of any notice with respect to any Reportable Event (as defined in Title IV of ERISA) with respect to such Originator that would be reasonably likely to have a Material Adverse Effect, a copy of such notice;

(b)  Purchase and Sale Termination Events. As soon as possible after the occurrence of, and in any event within three Business Days after the occurrence of, each Purchase and Sale Termination Event or each Unmatured Purchase and Sale Termination Event in respect of such Originator, a written statement of the chief financial officer or chief accounting officer of such Originator describing such Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event and the action that such Originator proposes to take with respect thereto, in each case in reasonable detail;

(c)  Proceedings. As soon as possible, and in any event within three Business Days after such Originator otherwise has knowledge thereof, written notice of (i) any action, suit, proceeding or investigation of the type described in Section 6.6 not previously disclosed to AFC and (ii) all material adverse developments that have occurred with respect to any previously disclosed actions, suits, proceedings and investigations; and

(d)  Other. Promptly, from time to time, such other information, documents, records or reports respecting the Receivables or the conditions or operations, financial or otherwise, of such Originator as AFC, any Purchaser or the Administrative Agent may from time to time reasonably request in order to protect the interests of AFC, any Purchaser or the Administrative Agent under or as contemplated by the Transaction Documents.

SECTION 7.3  Negative Covenants. From the date hereof until the date following the Purchase and Sale Termination Date, each Originator agrees that, unless Servicer (on behalf of AFC) shall otherwise consent in writing, it shall not:

(a)  Sales, Liens, Etc. Except as otherwise provided herein or in any other Transaction Document, sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim upon or with respect to, any Receivable or related Contract or Related Security, or any interest therein, or any Collections thereon, or assign any right to receive income in respect thereof.

(b)  Extension or Amendment of Receivables. Except as otherwise permitted in Section 4.2(a) of the Receivables Purchase Agreement, extend, amend or otherwise modify the terms of any Receivable generated by it in any material respect, or amend, modify or waive, in any material respect, any term or condition of any Contract related thereto (which term or condition relates to payments under, or the enforcement of, such Contract).

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(c)  Change in Business or Credit and Collection Policy. Make any change in the character of its business or materially alter its Credit and Collection Policy, which change would, in either case, be reasonably likely to have a Material Adverse Effect.

(d)  Receivables Not to be Evidenced by Promissory Notes or Chattel Paper. Take any action to cause or permit any Receivable generated by it to become evidenced by any “instrument” or “chattel paper” (as defined in the applicable UCC).

(e)  Mergers, Acquisitions, Sales, etc. (i) Be a party to any merger or consolidation, except (A) a merger or consolidation involving Amphenol where Amphenol is the surviving corporation, (B) a merger or consolidation among two or more Originators (including, without limitation, Amphenol if Amphenol is the surviving corporation) (C) a merger or consolidation among one or more Originators and one or more Subsidiaries of Amphenol where an Originator (which shall be Amphenol if Amphenol is one of the Originators) is the surviving corporation, or (ii) directly or indirectly sell, transfer, assign, convey or lease (A) whether in one or a series of transactions, all or substantially all of its assets, except to another Originator (including, without limitation, Amphenol), or (B) any Receivables or any interest therein (other than pursuant to this Agreement).

SECTION 7.4  Lock-box Banks. From the date hereof until the date following the Purchase and Sale Termination Date, each Originator agrees that it shall not make any changes in its instructions to Obligors regarding Collections or add or terminate any Lock-box Bank unless the requirements of Section 1(h) of Exhibit IV to the Receivables Purchase Agreement have been met.

ARTICLE VIII
ADDITIONAL RIGHTS AND OBLIGATIONS IN
RESPECT OF THE RECEIVABLES

SECTION 8.1  Rights of AFC. Each Originator hereby authorizes AFC, Servicer or their respective designees to take any and all steps in such Originator’s name necessary or desirable, in their respective determination, to collect all amounts due under any and all Receivables, including, without limitation, indorsing the name of such Originator on checks and other instruments representing Collections and enforcing such Receivables and the provisions of the related Contracts that concern payment and/or enforcement of rights to payment.

SECTION 8.2  Responsibilities of Each Originator. Anything herein to the contrary notwithstanding:

(a)  Collection Procedures. Each Originator agrees to direct its respective Obligors to make payments of Receivables directly either (i) to a post office box related to the relevant Lock-box Account at a Lock-box Bank; or (ii) via wire transfer to the Concentration Account. Each Originator further agrees to transfer any Collections that it receives directly to Servicer (for AFC’s account) within one (1) Business Day of receipt thereof, and agrees that all such Collections shall be deemed to be received in trust for

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AFC and shall be maintained and segregated separate and apart from all other funds and monies of such Originator until transfer of such Collections to Servicer.

(b)  Each Originator shall perform its obligations hereunder, and the exercise by AFC or its designee of any of its rights hereunder shall not relieve such Originator from such obligations.

(c)  None of AFC, Servicer, any Purchaser nor the Administrative Agent shall have any obligation or liability to any Obligor or any other third Person with respect to any Receivables, Contracts related thereto or any other related agreements, nor shall AFC, Servicer, Purchaser or the Administrative Agent be obligated to perform any of the obligations of any Originator thereunder.

(d)  Each Originator hereby grants to Servicer an irrevocable power of attorney, with full power of substitution, coupled with an interest, to take in the name of such Originator all steps necessary or advisable to indorse, negotiate or otherwise realize on any writing or other right of any kind held or transmitted by such Originator or transmitted or received by AFC (whether or not from such Originator) in connection with any Receivable.

SECTION 8.3  Further Action Evidencing Purchases. Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all further instruments and documents, and take all further action that Servicer may reasonably request in order to perfect, protect or more fully evidence the Receivables (and the rights related thereto that are of the type described in Section 1.1) purchased by AFC hereunder, or to enable AFC to exercise or enforce any of its rights hereunder or under any other Transaction Document. Without limiting the generality of the foregoing, upon the request of Servicer, each Originator will:

(a)  execute and file such financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices as may be necessary or appropriate to perfect, protect or evidence the transfer of such Receivables;

(b)  deliver to AFC copies of all Contracts relating to the transferred Receivables and all records relating to such Contracts and the transferred Receivables, whether in hard copy or in magnetic tape or diskette format (which if in magnetic tape or diskette format shall be compatible with AFC’s computer equipment); and

(c)  mark the master data processing records that evidence or list (i) such Receivables and (ii) related Contracts with the legend set forth in Section 5.1(k).

Each Originator hereby authorizes AFC or its designee to file one or more financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Receivables (and the rights related thereto that are of the type described in Section 1.1) now existing or hereafter generated by such Originator. If any Originator fails to perform any of its agreements or obligations under this Agreement, AFC or its designee may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the expenses of AFC or its designee incurred in connection therewith shall be payable by such non-performing Originator as provided in Section 10.1.

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SECTION 8.4  Application of Collections. Any payment by an Obligor in respect of any indebtedness owed by it to any Originator shall, except as otherwise specified by such Obligor or otherwise required by contract or law and unless otherwise instructed by AFC or the Administrative Agent, be applied as a Collection of any Receivable or Receivables of such Obligor to the extent of any amounts then due and payable thereunder before being applied to any other indebtedness of such Obligor.

ARTICLE IX
PURCHASE AND SALE TERMINATION EVENTS

SECTION 9.1  Purchase and Sale Termination Events. Each of the following events or occurrences described in this Section 9.1 shall constitute a “Purchase and Sale Termination Event”:

(a)  A Termination Event shall have occurred and (in the case of a Termination Event other than one described in Sections g or h of Exhibit V to the Receivables Purchase Agreement), the Administrative Agent, at the request (or with the consent) of a majority of the Purchasers, shall have declared the Facility Termination Date to have occurred; or

(b)  Any Originator shall fail to make any payment or deposit to be made by it hereunder when due and such failure shall remain unremedied for five (5) Business Days; or

(c)  Any representation or warranty made or deemed to be made by any Originator (or any of its officers) under or in connection with this Agreement, any other Transaction Documents or any other information or report delivered pursuant hereto or thereto shall prove to have been false or incorrect in any material respect when made or deemed made; or

(d)  Any Originator shall fail to perform or observe any other term, covenant or agreement contained in this Agreement on its part to be performed or observed and such failure shall remain unremedied for 30 calendar days after written notice thereof shall have been given by Servicer to such Originator; or

(e)  An Event of Bankruptcy shall have occurred with respect to any Originator.

SECTION 9.2  Remedies.

(a)  Optional Termination. Upon the occurrence of a Purchase and Sale Termination Event, but subject to the proviso in Section 1.4, AFC (and not Servicer) shall have the option by notice to the Originators (with a copy to the Administrative Agent) to declare the Purchase and Sale Termination Date to have occurred.

(b)  Remedies Cumulative. Upon any termination of the Purchase Facility pursuant to this Section 9.2, AFC shall have, in addition to all other rights and remedies under this Agreement or otherwise, all other rights and remedies provided under the UCC of each applicable jurisdiction and other applicable laws, which rights shall be cumulative. Without

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limiting the foregoing, the occurrence of the Purchase and Sale Termination Date shall not deny AFC any remedy in addition to termination of the Purchase Facility to which AFC may be otherwise appropriately entitled, whether at law or equity.

ARTICLE X
INDEMNIFICATION

SECTION 10.1  Indemnities by Amphenol and the Originators. Without limiting any other rights which AFC may have hereunder or under applicable law, each Originator, severally and for itself alone, and Amphenol, jointly and severally with each Originator, hereby agrees to indemnify AFC and each of its officers, directors, employees and agents (each of the foregoing Persons being individually called a “Purchase and Sale Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, judgments, liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively called “Purchase and Sale Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of the failure of such Originator to perform its obligations under this Agreement, any other Transaction Document or arising out of the claims asserted against a Purchase and Sale. Indemnified Party relating to the transactions contemplated herein or therein or the use of proceeds herefrom or therefrom, excluding, however, (i) Purchase and Sale Indemnified Amounts to the extent resulting from gross negligence or willful misconduct on the part of such Purchase and Sale Indemnified Party, (ii) any indemnification which has the effect of recourse for non-payment of the Receivables to any Amphenol Person (except as otherwise specifically provided under this Section 10.1) and (iii) any tax based upon or measured by net income or gross receipts. Without limiting the foregoing, each Originator, severally and for itself alone, and Amphenol, jointly and severally with each Originator, indemnifies each Purchase and Sale Indemnified Party for Purchase and Sale Indemnified Amounts relating to or resulting from:

(a)  the transfer by such Originator of an interest in any Receivable to any Person other than AFC;

(b)  the breach of any representation or warranty made by such Originator (or any of its officers) under or in connection with this Agreement or any other Transaction Document, or any information or report delivered by such Originator pursuant hereto or thereto which shall have been false or incorrect in any material respect when made or deemed made;

(c)  the failure by such Originator to comply with any applicable law, rule or regulation with respect to any Receivable generated by such Originator or the related Contract, or the nonconformity of any Receivable generated by such Originator or the related Contract with any such applicable law, rule or regulation;

(d)  the failure to vest and maintain vested in AFC an ownership interest in the Receivables generated by such Originator free and clear of any Adverse Claim, other than an Adverse Claim arising solely as a result of an act of AFC, whether existing at the time of the purchase of such Receivables or at any time thereafter;

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(e)  the failure to file, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to any Receivables or purported Receivables generated by such Originator, whether at the time of any purchase or at any subsequent time;

(f)  any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable or purported Receivable generated by such Originator (including, without limitation, a defense based on such Receivables or the related Contract’s not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or services related to any such Receivable or the furnishing of or failure to furnish such merchandise or services;

(g)  any product liability claim arising out of or in connection with merchandise or services that are the subject of any Receivable generated by such Originator; and

(h)  any tax or governmental fee or charge (other than any tax excluded pursuant to clause (iii) in the proviso to the preceding sentence), all interest and penalties thereon or with respect thereto, and all out-of-pocket costs and expenses, including the reasonable fees and expenses of counsel in defending against the same, which may arise by reason of the purchase or ownership of the Receivables generated by such Originator or any Related Security connected with any such Receivables.

If for any reason the indemnification provided above in this Section 10.1 is unavailable to a Purchase and Sale Indemnified Party or is insufficient to hold such Purchase and Sale Indemnified Party harmless, then each of the Originators, severally and for itself alone, and Amphenol, jointly and severally with each Originator, shall contribute to the amount paid or payable by such Purchase and Sale Indemnified Party to the maximum extent permitted under applicable law.

ARTICLE XI
MISCELLANEOUS

SECTION 11.1  Amendments, Waivers, etc. (a) The provisions of this Agreement may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by AFC, Servicer and the Originators (with respect to an amendment) or by AFC (with respect to a waiver or consent by it).

(b)  No failure or delay on the part of AFC, Servicer, any Originator or any third party beneficiary in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No notice to or demand on AFC, Servicer, Amphenol or any other Originator in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by AFC or Servicer under this Agreement shall, except as may otherwise be stated in such waiver or approval, be applicable to subsequent transactions. No waiver or approval under this Agreement shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

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(c)  The Transaction Documents contain a final and complete integration of all prior expressions by the parties hereto with respect to the subject matter thereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter thereof, superseding all prior oral or written understandings.

SECTION 11.2  Notices, etc. All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including facsimile communication) and shall be personally delivered or sent by facsimile (to be followed by mail) to the intended party at the address or facsimile number of such party set forth under its name on the signature pages hereof or at such other address or facsimile number as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall be effective, (i) if personally delivered, when received, and (ii) if transmitted by facsimile, when sent, receipt confirmed by telephone or electronic means.

SECTION 11.3  Cumulative Remedies. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. Without limiting the foregoing, Amphenol and each Originator hereby authorize AFC, at any time and from time to time, to the fullest extent permitted by law, to setoff, against any obligations of such Originator to AFC arising in connection with the Transaction Documents (including, without limitation, amounts payable pursuant to Section 10.1) that are then due and payable or that are not then due and payable but are accruing in respect of the then current Settlement Period, any and all indebtedness at any time owing by AFC to or for the credit or the account of Amphenol or any Originator (including pursuant to any AFC Note).

SECTION 11.4  Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of AFC, Amphenol and each Originator and their respective successors and permitted assigns. No Originator may assign any of its rights hereunder or any interest herein without the prior written consent of AFC, except as otherwise herein specifically provided. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until such time as the parties hereto shall agree. The rights and remedies with respect to any breach of any representation and warranty made by any Originator pursuant to Article VI and the indemnification and payment provisions of Article X and Section 11.6 shall be continuing and shall survive any termination of this Agreement.

SECTION 11.5  No Proceedings. Each Originator hereby agrees that it will not institute against, or join any other Person in instituting against, AFC any Bankruptcy Proceedings so long as there shall not have elapsed one year plus one day since the later of (i) the Facility Termination Date and (ii) the date on which all of the transferred Receivables are either collected in full or become Defaulted Receivables.

SECTION 11.6  Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, 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), EXCEPT TO THE EXTENT THAT UNDER THE LAW OF THE STATE OF NEW YORK THE PERFECTION (AND THE EFFECT OF PERFECTION OR NONPERFECTION) OF AFC’S INTERESTS IN

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THE RECEIVABLES IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.

SECTION 11.7  Costs, Expenses and Taxes. In addition to the obligations of the Originators under Article X, each Originator, severally and for itself alone, and Amphenol, jointly and severally with each Originator, agrees to pay on demand:

(a)  all costs and expenses in connection with the enforcement of this Agreement, the Originator Assignment Certificates and the other Transaction Documents; and

(b)  all stamp and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement or the other Transaction Documents to be delivered hereunder, and agrees to indemnify each Purchase and Sale Indemnified Party against any liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees.

SECTION 11.8  Submission to Jurisdiction. EACH PARTY HERETO HEREBY IRREVOCABLY (a) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF NEW YORK OR UNITED STATES FEDERAL COURTS SITTING IN NEW YORK, NEW YORK, OVER ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY TRANSACTION DOCUMENT; (b) AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH STATE OR UNITED STATES FEDERAL COURT; (c) WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING; (d) IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO SUCH PERSON AT ITS ADDRESS SPECIFIED IN SECTION 11.2; AND (e) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS SECTION 11.7 SHALL AFFECT AFC’S RIGHT TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING ANY ACTION OR PROCEEDING AGAINST AMPHENOL, ANY ORIGINATOR OR ITS RESPECTIVE PROPERTY IN THE COURTS OF ANY OTHER JURISDICTIONS.

SECTION 11.9  Waiver of Jury Trial. EACH PARTY HERETO WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER OR RELATING TO THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, AND AGREES THAT (a) ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY AND (b) ANY PARTY HERETO (OR ANY ASSIGNEE OR THIRD PARTY BENEFICIARY OF THIS AGREEMENT) MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS

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AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF ANY OTHER PARTY OR PARTIES HERETO TO WAIVER OF ITS OR THEIR RIGHT TO TRIAL BY JURY.

SECTION 11.10  Captions and Cross References; Incorporation by Reference. The various captions (including, without limitation, the table of contents) in this Agreement are included for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. References in this Agreement to any underscored Section or Exhibit are to such Section or Exhibit of this Agreement, as the case may be. The Exhibits hereto are hereby incorporated by reference into and made a part of this Agreement.

SECTION 11.11  Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate 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 11.12  Acknowledgment and Agreement. (a) By execution below, Amphenol and each other Originator expressly acknowledge and agree that all of AFC’s rights, title and interests in, to and under this Agreement shall be assigned by AFC pursuant to the Receivables Purchase Agreement, and Amphenol and each Originator consents to such assignment. Each of the parties hereto acknowledges and agrees that the Administrative Agent and each Purchaser are third party beneficiaries of the rights of AFC arising hereunder and under the other Transaction Documents to which Amphenol or any Originator is a party.

(b)  By execution below, each Originator acknowledges that each Purchaser and the Administrative Agent are entering into the Receivables Purchase Agreement in reliance upon AFC’s identity as a legal entity separate from any Originator.

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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.
By:
	Name:
	Title:
Address:		358 Hall Avenue
		Wallingford, Connecticut 06492
		Attention: Treasurer
		Facsimile: (203) 265-8623
AMPHENOL CORPORATION
By:
	Name:
	Title:
Address:		358 Hall Avenue
		Wallingford, Connecticut 06492
		Attention: Treasurer
		Facsimile: (203) 265-8263
AMPHENOL ANTEL, INC.
By:
	Name:
	Title:
Address:		358 Hall Avenue
		Wallingford, Connecticut 06492
		Attention: Treasurer
		Facsimile: (203) 265-8263
AMPHENOL CONNEX CORPORATION
By:
	Name:
	Title:

Address:		358 Hall Avenue
		Wallingford, Connecticut 06492
		Attention: Treasurer
		Facsimile: (203) 265-8623
AMPHENOL INTERCONNECT PRODUCTS CORPORATION
By:
	Name:
	Title:
Address:		358 Hall Avenue
		Wallingford, Connecticut 06492
		Attention: Treasurer
		Facsimile: (203) 265-8623
AMPHENOL PCD, INC.
By:
	Name:
	Title:
Address:		358 Hall Avenue
		Wallingford, Connecticut 06492
		Attention: Treasurer
		Facsimile: (203) 265-8623
AMPHENOL T&M ANTENNAS, INC.
By:
	Name:
	Title:
Address:		358 Hall Avenue
		Wallingford, Connecticut 06492
		Attention: Treasurer
		Facsimile: (203) 265-8623

ADVANCED CIRCUIT TECHNOLOGY, INC.
By:
	Name:
	Title:
Address:		358 Hall Avenue
		Wallingford, Connecticut 06492
		Attention: Treasurer
		Facsimile: (203) 265-8623
SINE SYSTEMS CORPORATION
By:
	Name:
	Title:
Address:		358 Hall Avenue
		Wallingford, Connecticut 06492
		Attention: Treasurer
		Facsimile: (203) 265-8623
TIMES FIBER COMMUNICATIONS, INC.
By:
	Name:
	Title:
Address:		358 Hall Avenue
		Wallingford, Connecticut 06492
		Attention: Treasurer
		Facsimile: (203) 265-8623

Exhibit A
to Purchase and Sale Agreement

FORM OF PURCHASE REPORT

PURCHASE REPORT	AS OF:
ORIGINATOR:
AGGREGATE UNPAID BALANCE:
PURCHASE DISCOUNT
a. LOSS DISCOUNT
b. SERVICING DISCOUNT
c. COST OF FUNDS DISCOUNT
d. SPREAD DISCOUNT
PURCHASE PRICE (AUB-PD)	$0.0

Exhibit B
to Purchase and Sale Agreement

FORM OF AFC NOTE

NON-NEGOTIABLE
TERM NOTE

New York, New York
                 ,        

FOR VALUE RECEIVED, the undersigned, Amphenol Funding Corp., a Delaware corporation (“AFC”), promises to pay to                     , a                 corporation (the “Originator”), on the terms and subject to the conditions set forth herein and in the Purchase and Sale Agreement referred to below, the aggregate unpaid Purchase Price of all Receivables purchased by AFC from the Originator pursuant to such Purchase and Sale Agreement, as such unpaid Purchase Price is shown in the records of the Servicer.

1. Purchase and Sale Agreement. This Term Note is one of the AFC Notes described in, and is subject to the terms and conditions set forth in, the Purchase and Sale Agreement, dated as of July 31, 2006 (as the same may be amended, supplemented, amended and restated or otherwise modified in accordance with its terms, the “Purchase and Sale Agreement”), among AFC, the Originator and certain other Persons. Reference is hereby made to the Purchase and Sale Agreement for a statement of certain other rights and obligations of AFC and the Originator.

2. Definitions. Capitalized terms used (but not defined) herein have the meanings assigned thereto in Exhibit I to the Receivables Purchase Agreement. In addition, as used herein, the following terms have the following meanings:

“Bankruptcy Proceedings” has the meaning set forth in paragraph 9(b) hereof.

“Final Maturity Date” means the Payment Date immediately following the date that falls one hundred twenty one (121) days after the Purchase and Sale Termination Date.

“Interest Period” means the period from and including a Payment Date (or, in the case of the first Interest Period, the date hereof) to but excluding the next Payment Date.

“Senior Interests” means, collectively: (a) all accrued Yield on the Aggregate Investment, (b) the fees referred to in Section 1.7 of the Receivables Purchase Agreement, (c) all amounts payable pursuant to Sections 1.8, 1.9 and 1.10 and Article III of the Receivables Purchase Agreement, (d) the Aggregate Investment and (e) all other Obligations that are due and payable, together with any and all interest and Yield accruing on any such amount after the commencement of any Bankruptcy Proceedings, notwithstanding any provision or rule of law

that might restrict the rights of any Senior Interest Holder, as against AFC or anyone else, to collect such interest.

“Senior Interest Holders” means, collectively, the Purchasers, the Administrative Agent and the Indemnified Parties.

“Subordination Provisions” means, collectively, clauses (a) through (l) of paragraph 9 hereof.

“Telerate Screen Rate” means, for any Interest Period, the rate for thirty day commercial paper denominated in Dollars that appears on Page 1250 of the Dow Jones Telerate Service (or such other page as may replace that page on that service for the purpose of displaying Dollar commercial paper rates) at approximately 9:00 a.m. (New York City time) on the first day of such Interest Period.

3. Interest. Subject to the Subordination Provisions set forth below, AFC promises to pay interest on this Term Note as follows:

(a)  before the Final Maturity Date, the aggregate unpaid Purchase Price from time to time outstanding during any Interest Period shall bear interest at a rate per annum equal to the Telerate Screen Rate for such Interest Period, as determined by the Servicer, and

(b)  from (and including) the Final Maturity Date to (but excluding) the date on which the entire aggregate unpaid Purchase Price is fully paid, the aggregate unpaid Purchase Price from time to time outstanding shall bear interest at a rate per annum equal to the rate of interest publicly announced from time to time by Calyon New York Branch as its “base rate,” “reference rate” or other comparable rate, as determined by the Servicer.

4. Interest Payment Dates. Subject to the Subordination Provisions, AFC shall pay accrued interest on this Term Note on each Payment Date, and shall pay accrued interest on the amount of each principal payment made in cash on a date other than a Payment Date at the time of such principal payment.

5. Basis of Computation. Interest accrued hereunder that is computed by reference to the Telerate Screen Rate shall be computed for the actual number of days elapsed on the basis of a 360-day year, and interest accrued hereunder that is computed by reference to the rate described in paragraph 3(b) hereof shall be computed for the actual number of days elapsed on the basis of a 365- or 366-day year, as applicable.

6. Principal Payment Dates. Subject to the Subordination Provisions, payments of the principal amount of this Term Note shall be made as follows:

(a)  the principal amount of this Term Note shall be reduced by an amount equal to each payment deemed made pursuant to Section 3.4(ii) of the Purchase and Sale Agreement, and

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(b)  the entire remaining unpaid Purchase Price of all Receivables purchased by AFC from the Originator pursuant to the Purchase and Sale Agreement shall be paid on the Final Maturity Date.

Subject to the Subordination Provisions, the principal amount of and accrued interest on this Term Note may be prepaid on any Business Day without premium or penalty.

7. Payment Mechanics. All payments of principal and interest hereunder are to be made in lawful money of the United States of America in the manner specified in Section 4.1 of the Purchase and Sale Agreement.

8. Enforcement Expenses. In addition to and not in limitation of the foregoing, but subject to the Subordination Provisions and to any limitation imposed by applicable law, AFC agrees to pay all expenses, including reasonable attorneys’ fees and legal expenses, incurred by the Originator in seeking to collect any amounts payable hereunder that are not paid when due.

9. Subordination Provisions. AFC covenants and agrees, and the Originator and any other holder of this Term Note (collectively, the Originator and any such other holder are called the “Holder”), by its acceptance of this Term Note, likewise covenants and agrees on behalf of itself and any other holder of this Term Note, that the payment of the principal amount of and interest on this Term Note is hereby expressly subordinated in right of payment to the payment and performance of the Senior Interests to the extent and in the manner set forth as follows:

(a)  no payment or other distribution of AFC’s assets of any kind or character, whether in cash, securities or other rights or property, shall be made on account of this Term Note except to the extent such payment or other distribution is: (i) permitted under the Receivables Purchase Agreement or (ii) made pursuant to paragraph 6(a) or (b) of this Term Note,

(b)  in the event of any dissolution, winding up, liquidation, readjustment, reorganization or other similar event relating to AFC, whether voluntary or involuntary, partial or complete, and whether in bankruptcy, insolvency or receivership proceedings, or upon an assignment for the benefit of creditors, or any other marshalling of the assets and liabilities of AFC or any sale of all or substantially all of the assets of AFC other than as permitted by the Purchase and Sale Agreement (such proceedings being herein collectively called “Bankruptcy Proceedings”), the Senior Interests shall first be paid and performed in full and in cash before the Holder shall be entitled to receive and to retain any payment or distribution in respect of this Term Note. In order to implement the foregoing: (i) all payments and distributions of any kind or character in respect of this Term Note to which the Holder would be entitled except for this clause (b) shall be made directly to the Administrative Agent (for the benefit of the Senior Interest Holders), (ii) the Holder shall promptly file a claim or claims, in the form required in any Bankruptcy Proceedings, for the full outstanding amount of this Term Note, and shall use commercially reasonable efforts to cause said claim(s) to be

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approved and all payments and other distributions in respect thereof to be made directly to the Administrative Agent (for the benefit of the Senior Interest Holders) until the Senior Interests shall have been paid and performed in full and in cash, and (iii) the Holder hereby irrevocably agrees that the Purchasers (or the Administrative Agent acting on the Purchasers’ behalf), in the name of the Holder or otherwise, may demand, sue for, collect, receive and receipt for any and all such payments or distributions, and file, prove and vote or consent in any such Bankruptcy Proceedings with respect to any and all claims of the Holder relating to this Term Note, in each case until the Senior Interests shall have been paid and performed in full and in cash,

(c)  if the Holder receives any payment or other distribution of any kind or character from AFC or from any other source whatsoever in respect of this Term Note, other than as expressly permitted by the terms of this Term Note, such payment or other distribution shall be received in trust for the Senior Interest Holders and shall be turned over by the Holder to the Administrative Agent (for the benefit of the Senior Interest Holders) forthwith. The Holder will mark its books and records so as clearly to indicate that this Term Note is subordinated in accordance with the terms hereof. All payments and distributions received by the Administrative Agent in respect of this Term Note, to the extent received in or converted into cash, may be applied by the Agent (for the benefit of the Senior Interest Holders) first to the payment of any and all expenses (including reasonable attorneys’ fees and legal expenses) paid or incurred by the Senior Interest Holders in enforcing these Subordination Provisions or in endeavoring to collect or realize upon this Term Note, and any balance thereof shall, solely as between the Holder and the Senior Interest Holders, be applied by the Agent (in the order of application set forth in the Receivables Purchase Agreement) toward the payment of the Senior Interests; but as between AFC and its creditors, no such payments or distributions of any kind or character shall be deemed to be payments or distributions in respect of the Senior Interests,

(d)  notwithstanding any payments or distributions received by the Senior Interest Holders in respect of this Term Note, while any Bankruptcy Proceedings are pending the Holder shall not be subrogated to the then existing rights of the Senior Interest Holders in respect of the Senior Interests until the Senior Interests have been paid and performed in full and in cash. If no Bankruptcy Proceedings are pending, the Holder shall only be entitled to exercise any subrogation rights that it may acquire (by reason of a payment or distribution to the Senior Interest Holders in respect of this Term Note) to the extent that any payment arising out of the exercise of such rights would be permitted under the Receivables Purchase Agreement,

(e)  these Subordination Provisions are intended solely for the purpose of defining the relative rights of the Holder, on the one hand, and the Senior Interest Holders on the other hand. Nothing contained in these Subordination Provisions or elsewhere in this Term Note is intended to or shall impair, as between AFC, its creditors (other than the Senior Interest Holders) and the Holder, AFC’s

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obligation, which is unconditional and absolute, to pay the Holder the principal of and interest on this Term Note as and when the same shall become due and payable in accordance with the terms hereof or to affect the relative rights of the Holder and creditors of AFC (other than the Senior Interest Holders),

(f)  the Holder shall not, until the Senior Interests have been paid and performed in full and in cash: (i) cancel, waive, forgive, transfer or assign, or commence legal proceedings to enforce or collect, or subordinate to any obligation of AFC, howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due, other than to the Senior Interests, this Term Note or any rights in respect hereof, or (ii) convert this Term Note into an equity interest in AFC, unless the Holder shall have received the prior written consent of the Administrative Agent and the Purchasers in each case,

(g)  the Holder shall not, without the advance written consent of the Administrative Agent and the Purchasers, commence, or join with any other Person in commencing, any Bankruptcy Proceedings with respect to AFC until at least one year and one day shall have passed since the Senior Interests shall have been paid and performed in full and in cash,

(h)  if, at any time, any payment (in whole or in part) of any Senior Interest is rescinded or must be restored or returned by a Senior Interest Holder (whether in connection with Bankruptcy Proceedings or otherwise), these Subordination Provisions shall continue to be effective or shall be reinstated, as the case may be, as though such payment had not been made,

(i)  each of the Senior Interest Holders may, from time to time, at its sole discretion, without notice to the Holder, and without waiving any of its rights under these Subordination Provisions, take any or all of the following actions: (i) retain or obtain an interest in any property to secure any of the Senior Interests, (ii) retain or obtain the primary or secondary obligations of any other obligor(s) with respect to any of the Senior Interests, (iii) extend or renew for one or more periods (whether or not longer than the original period), alter or exchange any of the Senior Interests, or release or compromise any obligation of any nature with respect to any of the Senior Interests, (iv) amend, supplement, amend and restate, or otherwise modify any Transaction Document, (v) release its security interest in, or surrender, release or permit any substitution or exchange for, all or any part of any rights or property securing any of the Senior Interests, and (vi) extend or renew for one or more periods (whether or not longer than the original period), or release, compromise, alter or exchange any obligations of any nature of any obligor with respect to any rights or property securing any of the Senior Interests,

(j)  the Holder hereby waives: (i) notice of acceptance of these Subordination Provisions by any of the Senior Interest Holders, (ii) notice of the existence, creation, non-payment or non-performance of all or any of the Senior

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Interests, and (iii) all diligence in enforcement, collection or protection of, or realization upon, the Senior Interests, or any thereof, or any security therefor,

(k)  each of the Senior Interest Holders may, from time to time, on the terms and subject to the conditions set forth in the Transaction Documents to which such Persons are party, but without notice to the Holder, assign or transfer any or all of the Senior Interests, or any interest therein; and, notwithstanding any such assignment or transfer or any subsequent assignment or transfer thereof, such Senior Interests shall be and remain Senior Interests for the purposes of these Subordination Provisions, and every immediate and successive assignee or transferee of any of the Senior Interests or of any interest of such assignee or transferee in any of the Senior Interests shall be entitled to the benefits of these Subordination Provisions to the same extent as if such assignee or transferee were the assignor or transferor, and

(l)  these Subordination Provisions constitute a continuing offer from the Holder to all Persons who become the holders of, or who continue to hold, Senior Interests; and these Subordination Provisions are made for the benefit of the Senior Interest Holders, and the Administrative Agent may proceed to enforce such provisions on behalf of each of such Persons.

10. General. No failure or delay on the part of the Holder in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. No amendment, modification or waiver of, or consent with respect to, any provision of this Term Note shall in any event be effective unless: (a) the same shall be in writing and signed and delivered by AFC and the Holder and (b) all consents required for such actions under the Transaction Documents shall have been received by the appropriate Persons.

11. Maximum Interest. Notwithstanding anything in this Term Note to the contrary, AFC shall never be required to pay unearned interest on any amount outstanding hereunder and shall never be required to pay interest on the principal amount outstanding hereunder at a rate in excess of the maximum nonusurious interest rate that may be contracted for, charged or received under applicable federal or state law (such maximum rate being herein called the “Highest Lawful Rate”). If the effective rate of interest that would otherwise by payable under this Term Note would exceed the Highest Lawful Rate, or if the Holder shall receive any unearned interest or shall receive monies that are deemed to constitute interest that would increase the effective rate of interest payable by AFC under this Term Note to a rate in excess of the Highest Lawful Rate, then: (a) the amount of interest that would otherwise by payable by AFC under this Term Note shall be reduced to the amount allowed by applicable law, and (b) any unearned interest paid by AFC or any interest paid by AFC in excess of the Highest Lawful Rate shall be refunded to AFC. Without limitation of the foregoing, all calculations of the rate of interest contracted for, charged or received by the Holder under this Term Note that are made for the purpose of determining whether such rate exceeds the Highest Lawful Rate applicable to the Holder shall be made, to the extent permitted by usury laws

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applicable to the Holder (now or hereafter enacted), by amortizing, prorating and spreading, in equal parts over the period in which any amount has been outstanding hereunder all interest at any time contracted for, charged or received by the Holder in connection herewith. If at any time and from time to time: (i) the amount of interest payable to the Holder on any date shall be computed at the Highest Lawful Rate pursuant to the provisions of the foregoing sentence and (ii) in respect of any subsequent interest computation period the amount of interest otherwise payable to the Holder would be less than the amount of interest payable to the Holder computed at the Highest Lawful Rate, then the amount of interest payable to the Holder in respect of such subsequent interest computation period shall continue to be computed at the Highest Lawful Rate until the total amount of interest payable to the Holder shall equal the total amount of interest that would have been payable to the Holder if the total amount of interest had been computed without giving effect to the provisions of the foregoing sentence.

12. No Negotiation. This Term Note is not negotiable.

13. Governing Law. THIS TERM NOTE HAS BEEN DELIVERED IN NEW YORK, NEW YORK, AND SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAW OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATION LAW OF THE STATE OF NEW YORK).

14. Captions. Paragraph captions used in this Term Note are for convenience only and shall not affect the meaning or interpretation of any provision of this Term Note.

AMPHENOL FUNDING CORP.,
a Delaware corporation
By:
	Name:
	Title:

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Exhibit C
to Purchase and Sale Agreement

FORM OF ORIGINATOR ASSIGNMENT CERTIFICATE

Reference is made to the Purchase and Sale Agreement, dated as of July 31, 2006 (as the same may be amended, supplemented, amended and restated or otherwise modified from time to time, the “Purchase and Sale Agreement”), among the undersigned, the other Originators named therein, Amphenol Funding Corp. (“AFC”), and Amphenol Corporation, individually and as the initial Servicer. Unless otherwise defined herein, capitalized terms used herein have the meanings provided in Exhibit I to the Receivables Purchase Agreement.

The undersigned hereby sells, assigns and transfers unto AFC and its successors and assigns all right, title and interest of the undersigned in and to:

(a)  each Receivable of the undersigned that existed and was owing to the undersigned as at the closing of the undersigned’s business on                 ,         ,

(b)  each Receivable created by the undersigned from and including the closing of the undersigned’s business on             ,            to and including the Purchase and Sale Termination Date,

(c)  all rights to, but not the obligations under, all Related Security,

(d)  all monies due or to become due with respect to the Receivables described in clauses (a) and (b),

(e)  all proceeds of Receivables described in clauses (a) and (b) (as defined in the applicable UCC) that are or were received by the undersigned on or after the closing of the undersigned’s business on               ,          including (without limitation) all funds that either are received by the undersigned, AFC or the Servicer from or on behalf of the Obligors in payment of any amounts owed (including, without limitation, invoice price, finance charges, interest and all other charges) in respect of Receivables, or are applied to such amounts owed by the Obligors (including, without limitation, insurance payments that the undersigned or the Servicer applies in the ordinary course of its business to amounts owed in respect of any Receivable and net proceeds of sale or other disposition of repossessed goods or other collateral or property of the Obligors or any other parties directly or indirectly liable for payment of such Receivables), and

(f)  all books and records related to any of the foregoing.

This Originator Assignment Certificate is made without recourse but on the terms and subject to the conditions set forth in the Transaction Documents to which the undersigned is a party. The undersigned acknowledges and agrees that AFC and its successors and assigns are accepting this Originator Assignment Certificate in reliance on the representations, warranties

and covenants of the undersigned contained in the Transaction Documents to which the undersigned is a party.

It is the express intent of the parties hereto that the transfers of the Receivables and Related Security by each Originator to AFC, as contemplated by this Originator Assignment Certificate be, and be treated as, sales or contributions, as applicable and not as secured loans secured by the Receivables and Related Security. If, however, notwithstanding the intent of the parties, any such transactions are deemed to be loans, each Originator hereby grants to AFC a first priority security interest in all of such Originator’s right, title and interest in and to the Receivables and the Related Rights now existing and hereafter created by such Originator, all monies due or to become due and all amounts received with respect thereto, and all proceeds thereof, to secure all of such Originator’s obligations hereunder and under the Purchase and Sale Agreement.

THIS ORIGINATOR ASSIGNMENT CERTIFICATE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE PURCHASE AND SALE AGREEMENT AND THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAW OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATION LAW OF THE STATE OF NEW YORK).

The undersigned hereby certifies that, in respect of the Receivables described in clause (a) above, each of the conditions set forth in Section 5.1 of the Purchase and Sale Agreement are satisfied as of the date hereof.

IN WITNESS WHEREOF, the undersigned has caused this Originator Assignment Certificate to be duly executed and delivered by its duly authorized officer as of this         day of               ,        .

a                       corporation
By:
	Name:
	Title:

C-2

Exhibit D
to Purchase and Sale Agreement

Proceedings

Exhibit E
to Purchase and Sale Agreement

OFFICE LOCATIONS

358 Hall Avenue
Wallingford, CT 06492-7530

20 Valley Street
Endicott, NY 13760

Route 2, Chatham Industrial Park
Chatham, VA 24531

1300 Capital Avenue
Rockford, IL  61109-3076

44724 Morley Drive
Clinton Township, MI  48036

118 Northeastern Boulevard
Nashua, NH  03062

825 Corporate Woods Parkway
Vernon Hills, IL  60061

2 Technology Drive
Peabody, MA  01960

11969 Challenger Court
Moorpark, CA  93021

Exhibit F
to Purchase and Sale Agreement

TRADE NAMES AND CORPORATE REORGANIZATIONS

Legal Entity	Trade Names
Amphenol Corporation	Amphenol Assemble Tech Amphenol Spectra Strip
Amphenol Antel, Inc.	Antel
Amphenol Interconnect Products Corporation	Amphenol Assemble Tech-Florida AIPC AWISO
Amphenol T&M Antennas, Inc.	T&M Antennas
Sine Systems Corporation	Pyle-National
Times Fiber Communications, Inc.	TFC
Advanced Circuit Technology, Inc.	None
Amphenol PCD, Inc.	None
Amphenol Connex Corporation	None

EX-10.19

Exhibit 10.19

THE THIRD AMENDED 2000 STOCK PURCHASE AND OPTION PLAN

FOR KEY EMPLOYEES OF

AMPHENOL AND SUBSIDIARIES

1.Purpose of Plan

The Amended 2000 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries (the “Plan”) is designed:

(a) to promote the long term financial interests and growth of Amphenol Corporation (the “Corporation”) and its subsidiaries by attracting and retaining management personnel with the training, experience and ability to enable them to make a substantial contribution to the success of the Corporation’s business;

(b) to motivate management personnel by means of growth-related incentives to achieve long range goals; and

(c) to further the alignment of interests of participants with those of the stockholders of the Corporation through opportunities for increased stock, or stock-based, ownership in the Corporation.

2.Definitions

As used in the Plan, the following words shall have the following meanings:

(a)“Board of Directors” means the Board of Directors of the Corporation.

(b)“Code” means the Internal Revenue Code of 1986, as amended.

(c)“Committee” means the Compensation Committee of the Board of Directors.

(d)“Common Stock” or “Share” means Class A Common Stock of the Corporation which may be authorized but unissued, or issued and reacquired.

(e)“Employee” means a person, including an officer, in the regular full-time employment of the Corporation or one of its Subsidiaries who, in the opinion of the Committee, is, or is expected to be, primarily responsible for the management, growth or protection of some part or all of the business of the Corporation.

(f)“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(g)“Fair Market Value” means such value of a Share as reported for stock exchange transactions and/or determined in accordance with any applicable resolutions or regulations of the Committee in effect at the relevant time.

(h)“Grant” means an award made to a Participant pursuant to the Plan and described in Paragraph 5, including, without limitation, an award of a Non-Qualified Stock Option or Purchase Stock or a combination thereof. A “Grant” does not include an award of stock appreciation rights, dividend equivalent rights, restricted stock, performance units, performance shares or any other stock-based grants.

(i)“Grant Agreement” means an agreement between the Company and a Participant that sets forth the terms, conditions and limitations applicable to a Grant.

(j)“Management Stockholder’s Agreement” means an agreement between the Corporation and a Participant that sets forth the terms and conditions and limitations applicable to any Shares purchased pursuant to this Plan.

(k)“Option” means an option to purchase shares of the Common Stock which will not be an “incentive stock option” (within the meaning of Section 422 of the Code).

(l)“Participant” means an Employee, or other person having a unique relationship with the Corporation or one of its Subsidiaries, to whom one or more Grants have been made and such Grants have not all been forfeited or terminated under the Plan; provided, however, that a non-employee director of the Corporation or one of its Subsidiaries may not be a Participant.

(m)“Subsidiary” shall mean any corporation in an unbroken chain of corporations beginning with the Corporation if each of the corporations, or group of commonly controlled corporations, other than the last corporation in the unbroken chain then owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

3.Administration of Plan

(a) The Plan shall be administered by the Committee. None of the members of the Committee shall be eligible to be selected for Grants under the Plan, or have been so eligible for selection within one year prior thereto; provided, however, that the members of the Committee shall qualify to administer the Plan for purposes of Rule 16b-3 (and any other applicable rule) promulgated under Section 16(b) of the Exchange Act to the extent that the Corporation is subject to such rule. The Committee may adopt its own rules of procedure, and action of a majority of the members of the Committee taken at a meeting, or action taken without a meeting by unanimous written consent, shall constitute action by the Committee. The Committee shall have the power and authority to administer, construe and interpret the Plan, to make rules for carrying it out and to make changes in such rules. Any such interpretations, rules and administration shall be consistent with the basic purposes of the Plan.

(b) The Committee may delegate to the Chief Executive Officer and to other senior officers of the Corporation its duties under the Plan subject to such conditions and limitations as the Committee shall prescribe except that only the Committee may designate and make Grants to Participants who are subject to Section 16 of the Exchange Act.

(c) The Committee may employ attorneys, consultants, accountants, appraisers, brokers or other persons. The Committee, the Corporation, and the officers and directors of the Corporation shall be entitled to rely upon the advice, opinions or valuations of any such persons. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon all Participants, the Corporation and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or Grants, and all members of the Committee shall be fully protected by the Corporation with respect to any such action, determination or interpretation.

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4.Eligibility

The Committee may from time to time make Grants under the Plan to such Employees, or other persons having a unique relationship with Corporation or any of its Subsidiaries, and in such form and having such terms, conditions and limitations as the Committee may determine. No Grants may be made under this Plan to non-employee directors of the Corporation or any of its Subsidiaries. The terms, conditions and limitations of each Grant under the Plan shall be set forth in an Grant Agreement, in a form approved by the Committee, consistent, however, with the terms of the Plan and, if applicable, the Management Stockholder’s Agreement.

5.Grants

From time to time, the Committee will determine the forms and amounts of Grants for Participants which grants may only include Non-Qualified Stock Options and/or Purchase Stock as set forth below. Such Grants may take the following forms in the Committee’s sole discretion:

(a)  Non-Qualified Stock Options - These are options to purchase Common Stock which are not designated by the Committee as incentive stock options. At the time of the Grant the Committee shall determine, and shall include in the Grant Agreement or other Plan rules, the option exercise period, the option price, and such other conditions or restrictions on the grant or exercise of the option as the Committee deems appropriate, which may include the requirement that the grant of options is predicated on the acquisition of Purchase Shares under Paragraph 5(b) by the Optionee. In addition to other restrictions contained in the Plan, an option granted under this Paragraph 5(a): (i) may not be exercised more than 10 years after the date it is granted and (ii) may not have an option exercise price less than the closing price of the Common Stock as reported by the New York Stock Exchange on the date the option is granted. Payment of the option price shall be made in cash or in shares of Common Stock, or a combination thereof, in accordance with the terms of the Plan, the Grant Agreement and of any applicable guidelines of the Committee in effect at the time.

(b)  Purchase Stock - Purchase Stock refers to shares of Common Stock offered to a Participant at such price as determined by the Committee, the acquisition of which will make him eligible to receive under the Plan, including, but not limited to, Non-Qualified Stock Options; provided, however, that the price of such Purchase Shares may not be less than the closing price of the Common Stock as reported by the New York Stock Exchange on the date such shares of Purchase Stock are offered.

6.Limitations and Conditions

(a)  The number of Shares available for Grants under this Plan shall be 12,000,000 Shares of the authorized Common Stock as of the effective date of the Plan. The number of Shares subject to Option Grants under this Plan to any one Participant shall not be more than 3,000,000 Shares. Unless restricted by applicable law, Shares related to Grants that are forfeited, terminated, cancelled or expire unexercised, shall immediately become available for new Grants.

(b)  No Grants shall be granted under the Plan beyond ten years after the effective date of the Plan, but the terms of Grants granted on or before the expiration of the Plan may extend beyond such expiration. At the time a Grant is granted or amended or the terms or conditions of a Grant are changed, the Committee may provide for limitations or conditions on such Grant or purchase consistent with the terms of the Management Stockholders’ Agreement.

(c)  Nothing contained herein shall affect the right of the Corporation to terminate any Participant’s employment at any time or for any reason.

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(d)  Other than as specifically provided with regard to the death of a Participant, no benefit under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to do so shall be void. No such benefit shall, prior to receipt thereof by the Participant, be in any manner liable for or subject to the debts, contracts, liabilities, engagements, or torts of the Participant.

(e)  Participants shall not be, and shall not have any of the rights or privileges of, stockholders of the Corporation in respect of any Shares purchasable in connection with any Grant unless and until certificates representing any such Shares have been issued by the Corporation to such Participants.

(f)  No election as to benefits or exercise of Options or other rights may be made during a Participant’s lifetime by anyone other than the Participant except by a legal representative appointed for or by the Participant.

(g) Absent express provisions to the contrary, any Grant under this Plan shall not be deemed compensation for purposes of computing benefits or contributions under any retirement plan of the Corporation or its Subsidiaries and shall not affect any benefits under any other benefit plan of any kind now or subsequently in effect under which the availability or amount of benefits is related to level of compensation. This Plan is not a “Retirement Plan” or “Welfare Plan” under the Employee Retirement Income Security Act of 1974, as amended.

(h) Unless the Committee determines otherwise, no benefit or promise under the Plan shall be secured by any specific assets of the Corporation or any of its Subsidiaries, nor shall any assets of the Corporation or any of its Subsidiaries be designated as attributable or allocated to the satisfaction of the Corporation’s obligations under the Plan.

7.Transfers and Leaves of Absence

For purposes of the Plan, unless the Committee determines otherwise: (a) a transfer of a Participant’s employment without an intervening period of separation among the Corporation and any Subsidiary shall not be deemed a termination of employment, and (b) a Participant who is granted in writing a leave of absence shall be deemed to have remained in the employ of the Corporation during such leave of absence.

8.Adjustments

In the event of any change in the outstanding Common Stock by reason of a stock split, spin-off, stock dividend, stock combination or reclassification, recapitalization or merger, change of control, or similar event, the Committee may adjust appropriately the number of Shares subject to the Plan and available for or covered by Grants and exercise prices related to outstanding Grants and make such other revisions to outstanding Grants as it deems are equitably required.

9.Merger, Consolidation, Exchange, Acquisition, Liquidation or Dissolution

In its absolute discretion, and on such terms and conditions as it deems appropriate, coincident with or after the Grant of any Option, the Committee may provide that such Option cannot be exercised after the merger or consolidation of the Corporation into another corporation, the exchange of all or substantially all of the assets of the Corporation for the securities of another corporation, the acquisition by another corporation of 80% or more of the Corporation’s then outstanding shares of voting stock or the recapitalization, reclassification, liquidation or dissolution of the Corporation (a “Transaction”), and if the Committee so provides, it shall, on such terms and conditions as it deems appropriate, also provide, either

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by the terms of such Option or by a resolution adopted prior to the occurrence of such Transaction, that, for some reasonable period of time prior to such Transaction, such Option shall be exercisable as to all shares subject thereto, notwithstanding anything to the contrary herein (but subject to the provisions of Paragraph 6(b))  and that, upon the occurrence of such event, such Option shall terminate and be of no further force or effect; provided, however, that the Committee may also provide, in its absolute discretion, that even if the Option shall remain exercisable after any such event, from and after such event, any such Option shall be exercisable only for the kind and amount of securities and/or other property, or the cash equivalent thereof, receivable as a result of such event by the holder of a number of shares of stock for which such Option could have been exercised immediately prior to such event.

10.Amendment and Termination

The Committee shall have the authority to make such amendments to any terms and conditions applicable to outstanding Grants as are consistent with this Plan provided that, except for adjustments under Paragraph 8 or 9 hereof, no such action shall modify such Grant in a manner adverse to the Participant without the Participant’s consent except as such modification is provided for or contemplated in the terms of the Grant.

The Board of Directors may amend, suspend or terminate the Plan except that no such action, other than an action under Paragraph 8 or 9 hereof, may be taken which would, without stockholder approval, increase the aggregate number of Shares subject to Grants under the Plan, decrease the exercise price of outstanding Options, change the requirements relating to the Committee or extend the term of the Plan.

Without limiting the generality of the foregoing, the Plan shall not be materially amended without stockholder approval.

11.Foreign Options and Rights

The Committee may make Grants to Employees who are subject to the laws of nations other than the United States, which Grants may have terms and conditions that differ from the terms thereof as provided elsewhere in the Plan for the purpose of complying with foreign laws.

12.Withholding Taxes

The Corporation shall have the right to deduct from any cash payment made under the Plan any federal, state or local income or other taxes required by law to be withheld with respect to such payment. It shall be a condition to the obligation of the Corporation to deliver shares upon the exercise of an Option that the Participant pay to the Corporation such amount as may be requested by the Corporation for the purpose of satisfying any liability for such withholding taxes. Any Grant Agreement may provide that the Participant may elect, in accordance with any conditions set forth in such Grant Agreement, to pay a portion or all of such withholding taxes in shares of Common Stock.

13.Effective Date and Termination Dates

The Plan shall be effective on and as of the date of its approval by the stockholders of the Corporation and shall terminate ten years later, subject to earlier termination by the Board of Directors pursuant to Paragraph 10.

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EX-10.24

Exhibit 10.24

As of May 24, 2006

2000 MANAGEMENT STOCKHOLDER’S AGREEMENT

WHEREAS, this Management Stockholder’s Agreement (this “Agreement”) is entered into as of the Grant Date (the “Base Date”) between Amphenol Corporation, a Delaware Corporation (the “Company”), and the Optionee (the “Management Stockholder”) (the Company and the Management Stockholder being hereinafter collectively referred to as the “Parties”).

WHEREAS, the Company has granted (and in the future may make additional grants to) certain key employees of the Company (including the Management Stockholder) options to purchase shares of the Company’s common stock (the “Common Stock”) at a fixed exercise price per share (the “Base Price”) pursuant to the terms of the Third Amended 2000 Stock Purchase and Option Plan for Key Employees of Amphenol Corporation and Subsidiaries (the “Option Plan”) and the related 2000 Non-Qualified Stock Option Grant Agreement (any and all grants under the Option Plan are hereinafter referred to as the “2000 Options”).

WHEREAS, this Agreement is one of several agreements (“Other Management Stockholders’ Agreements”) which have been, or which in the future will be, entered into between the Company and other individuals who are or will be key employees of the Company or one of its subsidiaries (collectively, the “Other Management Stockholders”).

NOW THEREFORE, to implement the foregoing and in consideration of the grant of the Options and of the mutual agreements contained herein, the Parties agree as follows:

1.Common Stock; Issuance of Options.

(a)The Company shall have no obligation to sell any Common Stock upon the exercise of an Option to Purchase or otherwise to any person who is a resident or citizen of a state or other jurisdiction in which the sale of Common Stock to him or her would constitute a violation of the securities or “blue sky” laws of such jurisdiction.

(b)Subject to the terms and conditions hereinafter set forth as of the Base Date (which Base Date shall be different for future option awards, if any), the Company shall issue to the Management Stockholder the Option to Purchase (as set forth in the applicable Certificate of Stock Option Grant) and the Optionee shall accept the applicable Non-Qualified Stock Option Grant Agreement as a precondition to the effectiveness of the Option to Purchase.

2.Management Stockholder’s Representations, Warranties and Agreements.

(a)The Management Stockholder agrees and acknowledges that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of (any such act being referred to herein as a “transfer”) any of the Common Stock issuable upon exercise of the 2000 Options (the “Option Stock”) unless such transfer complies with Section 3 of this Agreement. If the Management Stockholder is an affiliate (as defined under Rule 405 of the rules and regulations promulgated under the Securities Act of 1933, as amended, (the “Act”)

and as interpreted by the Board of Directors of the Company) of the Company (an “Affiliate”), the Management Stockholder also agrees and acknowledges that he will not transfer any shares of the Stock unless (i) the transfer is pursuant to an effective registration statement under the Act, and in compliance with applicable provisions of state securities laws or (ii) (A) counsel for the Management Stockholder (which counsel shall be reasonably acceptable to the Company) shall have furnished the Company with an opinion, satisfactory in form and substance to the Company, that no such registration is required because of the availability of an exemption from registration under the Act and (B) if the Management Stockholder is a citizen or resident of any country other than the United States, or the Management Stockholder desires to effect any transfer in any such country, counsel for the Management Stockholder (which counsel shall be reasonably satisfactory to the Company) shall have furnished the Company with an opinion or other advice reasonably satisfactory in form and substance to the Company to the effect that such transfer will comply with the securities laws of such jurisdiction. Notwithstanding the foregoing, the Company acknowledges and agrees that any of the following transfers are deemed to be in compliance with the Act and this Agreement and no opinion of counsel is required in connection therewith: (x) a transfer made pursuant to Sections 4, 8 or 9 hereof, (y) a transfer upon the death of the Management Stockholder to his executors, administrators, testamentary trustees, legatees or beneficiaries (the “Management Stockholder’s Estate”) or a transfer to the executors, administrators, testamentary trustees, legatees or beneficiaries of a person who has become a holder of Stock in accordance with the terms of this Agreement, provided that it is expressly understood that any such transferee shall be bound by the provisions of this Agreement and (z) a transfer made after the Base Date in compliance with the federal securities laws to a trust or custodianship the beneficiaries of which may include only the Management Stockholder, his spouse or his lineal descendants (a “Management Stockholder’s Trust”) provided that such transfer is made expressly subject to this Agreement.

(b)If any shares of the Stock are to be disposed of in accordance with Rule 144 under the Act or otherwise, the Management Stockholder shall promptly notify the Company of such intended disposition and shall deliver to the Company at or prior to the time of such disposition such documentation as the Company may reasonably request in connection with such sale and, in the case of a disposition pursuant to Rule 144, shall deliver to the Company an executed copy of any notice on Form 144 required to be filed with the Securities and Exchange Commission (the “SEC”).

3.Restriction on Transfer

No transfer of Option Stock in violation of this Agreement shall be made or recorded on the books of the Company and any such transfer shall be void and of no effect.

4.Definitions

For purposes of this Agreement the following definitions shall apply:  “Cause” shall mean (i) the Management Stockholder’s willful and continued failure to perform Management Stockholder’s duties with respect to the Company or its subsidiaries which continues beyond ten days after a written demand for substantial performance is delivered to Management Stockholder by the Company or (ii) misconduct by Management Stockholder involving (x) dishonesty or breach of trust in connection with Management Stockholder’s

employment or (y) conduct which would be a reasonable basis for an indictment of Management Stockholder for a felony or for a misdemeanor involving moral turpitude or (z) which the Committee determines is likely to result in a demonstrable injury to the Company; and “Good Reason” shall mean (i) reduction in Management Stockholder’s base salary (other than a broad based salary reduction program affecting many members of management), (ii) a substantial reduction in Management Stockholder’s duties and responsibilities other than as approved by the Chief Executive Officer of the Company as of the date of this Agreement, (iii) the elimination or reduction of the Management Stockholder’s eligibility to participate in the Company’s benefit programs that is inconsistent with the eligibility of similarly situated employees of the Company to participate therein, or (iv) an involuntary transfer of the Management Stockholder’s primary workplace by more than fifty (50) miles from the workplace as of the date hereof.

5.Continuing Effectiveness of Agreement

The Company may from time to time grant to the Management Stockholder additional options under the Option Plan, as currently in effect and as it may be amended from time to time, to purchase shares of Common Stock at a different Base Price. Unless agreed otherwise any and all option awards made on or after May 24, 2006 under the Option Plan, as currently in effect or as it may be amended from time to time, shall be subject to the terms and conditions of this Agreement.

6.The Company’s Representations and Warranties.

(a)The Company represents and warrants to the Management Stockholder that (i) this Agreement has been duly authorized, executed and delivered by the Company and (ii) the Stock, when issued and delivered in accordance with the terms hereof, will be duly and validly issued, fully paid and nonassessable.

(b)The Company will file the reports required to be filed by it under the Act and the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations adopted by the SEC thereunder, to the extent required from time to time to enable the Management Stockholder to sell shares of Stock without registration under the Act within the limitations of the exemptions provided by (A) Rule 144 under the Act, as such Rule may be amended from time to time, or (B) any similar rule or regulation hereafter adopted by the SEC. Notwithstanding anything contained in this Section 6(b), the Company may de-register under Section 12 of the Act if it is then permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder and, in such circumstances, shall not be required hereby to file any reports which may be necessary in order for Rule 144 or any similar rule or regulation under the Act to be available. Nothing in this Section 6(b) shall be deemed to limit in any manner the restrictions on sales of Stock otherwise contained in this Agreement.

7.Rights to Negotiate Purchase.

Nothing in this Agreement shall be deemed to restrict or prohibit the Company from purchasing shares of Option Stock or the 2000 Options from the Management Stockholder, at any time, upon such terms and conditions, and for such price, as may be mutually agreed upon between the Parties.

8.Notice of Change of Beneficiary.

Immediately prior to any transfer of Stock to a Management Stockholder’s Trust, the Management Stockholder shall provide the Company with a copy of the instruments creating the Management Stockholder’s Trust and with the identity of the beneficiaries of the Management Stockholder’s Trust. The Management Stockholder shall notify the Company immediately prior to any change in the identity of any beneficiary of the Management Stockholder’s Trust.

9.Recapitalizations, etc.

The provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Option Stock or the 2000 Options, to any and all shares of capital stock of the Company or any capital stock, partnership units or any other security evidencing ownership interests in any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect of, in exchange for, or substitution of the Option Stock or the 2000 Options, by reason of any stock dividend, split, reverse split, combination, recapitalization, liquidation, reclassification, merger, consolidation or otherwise.

10.Management Stockholder’s Employment by the Company.

Nothing contained in this Agreement or in any other agreement entered into by the Company and the Management Stockholder contemporaneously with the execution of this Agreement (i) obligates the Company or any subsidiary of the Company to employ the Management Stockholder in any capacity whatsoever or (ii) prohibits or restricts the Company (or any such subsidiary) from terminating the employment of the Management Stockholder at any time or for any reason whatsoever, with or without Cause, and the Management Stockholder hereby acknowledges and agrees that neither the Company nor any other person has made any representations or promises whatsoever to the Management Stockholder concerning the Management Stockholder’s employment or continued employment by the Company or any subsidiary of the Company.

11.State Securities Laws.

The Company hereby agrees to use its best efforts to comply with all state securities or “blue sky” laws which might be applicable to the sale of the Option Stock and the issuance of the 2000 Options to the Management Stockholder.

12.Binding Effect.

The provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. In the case of a transferee permitted under Section 2(a) hereof, such transferee shall be deemed the Management Stockholder hereunder; provided, however, that no transferee (including without limitation, transferees referred to in Section 2(a) hereof) shall derive any rights under this Agreement unless and until such transferee has delivered to the Company a valid undertaking

and becomes bound by the terms of this Agreement.

13.Amendment

This Agreement may be amended only by a written or electronic instrument signed or accepted by the Parties hereto.

14.Applicable Law.

The laws of the State of Delaware shall govern the interpretation, validity and performance of the terms of this Agreement, regardless of the law that might be applied under principles of conflicts of law. Any suit, action or proceeding against the Management Stockholder, with respect to this Agreement, or any judgment entered by any court in respect of any thereof, may be brought in any court of competent jurisdiction in the State of Connecticut, and the Management Stockholder hereby submits to the non-exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding or judgment. By the execution and delivery of this Agreement, the Management Stockholder appoints The Corporation Trust Company, at its office in Wilmington, Delaware, as the case may be, as his agent upon which process may be served in any such suit, action or proceeding. Service of process upon such agent, together with notice of such service given to the Management Stockholder in the manner provided in Section 20 hereof, shall be deemed in every respect effective service of process upon him in any suit, action or proceeding. Nothing herein shall in any way be deemed to limit the ability of the Company to serve any such writs, process or summonses in any other manner permitted by applicable law or to obtain jurisdiction over the Management Stockholder, in such other jurisdictions and in such manner, as may be permitted by applicable law. The Management Stockholder hereby irrevocably waives any objections which he may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Connecticut, and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in any inconvenient forum. No suit, action or proceeding against the Company with respect to this Agreement may be brought in any court, domestic or foreign, or before any similar domestic or foreign authority other than in a court of competent jurisdiction in the State of Connecticut, and the Management Stockholder hereby irrevocably waives any right which he may otherwise have had to bring such an action in any other court, domestic or foreign, or before any similar domestic or foreign authority. The Company hereby submits to the jurisdiction of such courts for the purpose of any such suit, or proceeding. Each Party hereto hereby irrevocably and unconditionally waives trial by jury in any legal action or proceeding in relation to this Agreement and for any counterclaim therein.

15.Miscellaneous.

In this Agreement (i) all references to “dollars” or “$” are to United States dollars and (ii) the word “or” is not exclusive. If any provision of this Agreement shall be declared illegal, void or unenforceable by any court of competent jurisdiction, the other provisions shall not be affected, but shall remain in full force and effect.

16.Notices.

All notices and other communications provided for herein shall be in writing and shall be deemed to have been duly given if delivered to the Party to whom it is directed as set forth in this Section 16.

(a)If to the Company by hand (whether by overnight courier or otherwise) or sent by overnight delivery or telecopy, to it at the following address or fax number:

Amphenol Corporation

358 Hall Avenue

Wallingford, Connecticut 06492

Attn:  Chief Executive Officer

Phone:(203) 265-8730

Fax:(203) 265-8628

(b)If to the Management Stockholder by hand (whether by overnight courier or otherwise) or sent by overnight delivery or telecopy or email, to him or her at the address (including email address) set forth in the records of the headquarter’s Human Resources Department of the Company; or at such other address as either Party shall have specified by notice in writing to the other.

17. Covenant Not to Compete; Protection of Confidential Information;
Nonsolicitation of Customers and Suppliers and Nonsolicitation of Employees.

(a)In consideration of the Company entering into this Agreement with the Management Stockholder, the Management Stockholder hereby agrees that for so long as the Management Stockholder is employed by the Company or one of its subsidiaries and for a period of one year thereafter (the “Noncompete Period”), the Management Stockholder shall not, in any geographic region in the world in which the Management Stockholder acted for the Company or any division or subsidiary thereof, directly or indirectly, engage in the production, sale or distribution of any product produced, sold, distributed or which is in development (i) by the operation of the Company or the operation of the subsidiary of the Company which employed the Management Stockholder during the twelve (12) month period immediately preceding the Management Employee’s termination of employment or (ii) by the Company or its subsidiaries about which the Management Stockholder received any Confidential Information (as defined below).

(b)In the event that the Management Stockholder’s employment is terminated by the Management Stockholder for Good Reason or by the operation of the Company without Cause, or if required by applicable law to give full force and effect to the Management Stockholder’s undertaking in clause (a) above, then as additional consideration for the Management Stockholder’s covenant not to compete, the Company shall pay the Management Stockholder salary continuation in an amount equal to 50% of such Management Stockholder’s base salary on the date of the termination of the Management Stockholder’s employment for the Noncompete Period. In the event that the Management Stockholder’s employment with the Company or any of its subsidiaries is terminated by the Management Stockholder without Good

Reason or by the Company with Cause then, except as required by applicable law, the Company shall not be required to pay the Management Stockholder any additional consideration for the Management Stockholder’s covenant not to compete.

(c)At the Company’s option, the Noncompete Period may be extended for an additional one year period if (i) within nine months of the termination of the Management Stockholder’s employment, the Company gives the Management Stockholder notice of such extension and (ii) beginning with the first anniversary of such termination, the Company agrees to pay the Management Stockholder in the form of salary continuation during such extended Noncompete Period in an amount equal to 50% of the Management Stockholder’s base annual salary at the time that the Management Stockholder’s employment with the Company was terminated. The amounts referred to in paragraphs 17(b), if any, and 17(c) shall be paid in installments in a manner consistent with the then current salary payment policies of the Company or the operation or division of the Company or its subsidiary that employed the Management Stockholder. For purposes of this Agreement, the phrase “directly or indirectly engage in” shall include any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, a consultant, independent contractor, licensor of technology or otherwise. During the Noncompete Period and any extended Noncompete Period the Management Stockholder shall be free to work in any employment approved by the Chief Executive Officer of the Company which approval shall not be unreasonably withheld. Such approved employment shall not serve to reduce any payments that the Management Stockholder is receiving pursuant to this provision.

(d)The Management Stockholder will not disclose or use at any time any Confidential Information (as defined below) of which the Management Stockholder is or becomes aware, whether or not such information is developed by him, except to the extent that such disclosure or use is directly related to and required by the Management Stockholder’s performance of duties, if any, assigned to the Management Stockholder by the Company. As used in this Agreement, the term “Confidential Information” means information that is not generally known to the public and that is used or developed by the Company or its subsidiaries or that is obtained by the Company or its subsidiaries from its customers, suppliers and/or consultants in connection with its business, including but not limited to (i) products or services, (ii) fees, costs and pricing structures, (iii) designs, (iv) computer software, including operating systems, applications and program listings, (v) flow charts, manuals and documentation, (vi) data bases, (vii) accounting and business methods, (viii) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced to practice, (ix) customers, vendors and clients and customer, vendors or client lists, (x) personnel information, (xi) other copyrightable works, (xii) all technology and trade secrets, and (xiii) all similar and related information in whatever form. Confidential Information will not include any information that has been published in a form generally available to the public prior to the date the Management Stockholder proposes to disclose or use such information. The Management Stockholder acknowledges and agrees that all copyrights, works, inventions, innovations, improvements, developments, patents, trademarks and all similar or related information which relate to the actual or anticipated business of the Company and its subsidiaries (including its predecessors) and conceived, developed or made by the Management Stockholder while employed by the Company or its subsidiaries belong to the Company. The Management Stockholder will perform all actions reasonably requested by the Company (whether during or after employment with the Company or the Noncompete Period) to establish and confirm such ownership at the Company’s expense (including without limitation assignments, consents,

powers of attorney and other instruments). If the Management Stockholder is bound by any other agreement with the Company regarding the use or disclosure of Confidential Information, the provisions of this Agreement shall be read in such a way as to further restrict and not to permit any more extensive use or disclosure of confidential information.

(e)In consideration of the Company entering into this Agreement with the Management Stockholder, the Management Stockholder hereby agrees that for a period of twelve (12) months following the termination of Management Stockholder’s employment with the Company or with a subsidiary of the Company for any reason whatsoever, the Management Stockholder shall not, directly or indirectly, divert or attempt to divert nor assist others in diverting any business of the Company by soliciting, contacting or communicating with any customer or supplier of the Company with whom Management Stockholder had direct or indirect contact during the twelve (12) month period immediately preceding the termination of Management Stockholder’s employment.

(f)In consideration of the Company entering into this Agreement with the Management Stockholder, the Management Stockholder hereby agrees that for a period of twenty-four (24) months following the termination of Management Stockholder’s employment with the Company or with a subsidiary of the Company for any reason whatsoever, the Management Stockholder shall not, directly or indirectly, solicit, induce, attempt to induce or assist others in attempting to induce any employee of the Company with whom Management Stockholder has worked or had material contact with, during the twelve (12) month period immediately preceding the termination of his employment, to leave the employment of the Company or a subsidiary of the Company or to accept employment or affiliation with any other company or firm of which Management Stockholder becomes an employee, owner, partner or consultant.

(g)Notwithstanding clauses (a), (b), (c), (d), (e) and (f) above, if at any time a court holds that the restrictions stated in such clauses (a), (b), (c), (d), (e) and (f) are unreasonable or otherwise unenforceable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because the Management Stockholder’s services are unique and because the Management Stockholder has had access to Confidential Information, the parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement. In the event a breach or threatened breach of this Agreement, the Company or its successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security).

EX-10.26

Exhibit 10.26

As of May 24, 2006

2000 NON-QUALIFIED STOCK OPTION GRANT AGREEMENT

THIS AGREEMENT, dated as of the Grant Date, is made by and between AMPHENOL CORPORATION a Delaware corporation (hereinafter referred to as the “Company”), and the holder of the Certificate of Stock Option Grant, an employee of the Company or a Subsidiary (as defined below) (hereinafter referred to as “Optionee”).

WHEREAS, the Company wishes to afford the Optionee the opportunity to purchase shares of its Class A Common Stock, par value $.001 per share (the “Common Stock”) as indicated in the Certificate of Stock Option Grant;

WHEREAS, the Company wishes to carry out the Plan (as hereinafter defined), the terms of which are hereby incorporated by reference and made a part of this Agreement; and

WHEREAS, the Committee (as hereinafter defined), appointed to administer the Plan, has determined that it would be to the advantage and best interest of the Company and its stockholders to grant the Non-Qualified Option to Purchase provided for herein to the Optionee as an incentive for increased efforts during his or her employment with the Company or its Subsidiaries, and has advised the Company thereof and instructed the Company to cause its representatives to issue the Certificate of Stock Option Grant;

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

ARTICLE I

DEFINITIONS

Whenever the following terms are used in this Agreement, they shall have the meaning specified in the Plan or below unless the context clearly indicates to the contrary.

Section 1.1- Affiliate

“Affiliate” shall mean, with respect to the Company, any corporation or entity directly or indirectly controlling, controlled by, or under common control with, the Company.

Section 1.2- Cause

“Cause” shall mean, (i) the Optionee’s willful and continued failure to perform his or her duties with respect to the Company or its Subsidiaries which continues beyond 10 days after notice is provided to the Optionee by the Company or (ii) misconduct by the Optionee (x) involving dishonesty or breach of trust in connection with Optionee’s employment, (y) which would be a reasonable basis for an indictment of the Optionee of a felony or a misdemeanor involving moral turpitude or (z) which the Committee determines is likely to result in a demonstrable injury to the Company.

Section 1.3 - Change of Control

“Change of Control” shall mean (i) a sale of all or substantially all of the assets of the Company or (ii) an acquisition of voting stock of the Company resulting in more than 50% of the voting stock of the Company being held by a Person or Group. See 3.1(a) for application of Change of Control.

Section 1.4 - Code

“Code” shall mean the Internal Revenue Code of 1986, as amended.

Section 1.5- Committee

“Committee” shall mean the Compensation Committee of the Board of Directors of the Company.

Section 1.6 - Good Reason

“Good Reason” shall mean (i) a reduction in Optionee’s base salary (other than a broad based salary reduction program affecting many members of management), (ii) a substantial reduction in Optionee’s duties and responsibilities other than as approved by the Chief Executive Officer of the Company as of the date of this Agreement, (iii) the elimination or reduction of the Optionee’s eligibility to participate in the Company’s benefit programs that is inconsistent with the eligibility of similarly situated employees of the Company to participate therein, or (iv) an involuntary transfer of the Optionee’s primary workplace by more than fifty (50) miles from the workplace as of the date hereof.

Section 1.7 - Grant Date

“Grant Date” shall mean the date as of which the Option to Purchase provided for in this Agreement was granted.

Section 1.8 - Group

“Group” means two or more Persons acting together as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Company.

Section 1.9 - Management Stockholder’s Agreement

“Management Stockholder’s Agreement” shall mean the 2000 Management Stockholder’s Agreement, between the Optionee and the Company.

Section 1.10 - Option to Purchase

“Option to Purchase” shall mean the non-qualified option to purchase Common Stock granted under the Certificate of Stock Option Grant.

Section 1.11 - Permanent Disability

The Optionee shall be deemed to have a “Permanent Disability” if the Optionee is unable to engage in the activities required by the Optionee’s job by reason of any medically determined physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months.

Section 1.12 - Person

“Person” means an individual, partnership, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature.

Section 1.13 - Plan

“Plan” shall mean The Third Amended 2000 Stock Purchase and Option Plan for Key Employees of Amphenol and Subsidiaries.

Section 1.14 - Pronouns

The masculine pronoun shall include the feminine and neuter, and the singular the plural, where the context so indicates.

Section 1.15 - Retirement

“Retirement” shall mean retirement at age 65 or over (or such other age as may be approved by the Compensation Committee of the Board of Directors of the Company) after having been employed by the Company or a Subsidiary for at least three years after the Grant Date.

Section 1.16 - Secretary

“Secretary” shall mean the Secretary or an Assistant Secretary of the Company.

Section 1.17 - Subsidiary

“Subsidiary” shall mean any corporation in an unbroken chain of corporations beginning with the Company if each of the corporations, or group of commonly controlled corporations (other than the last corporation in the unbroken chain), then owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

Section 1.18 - Trigger Date

“Trigger Date” shall mean the date hereof.

ARTICLE II

GRANT OF OPTION TO PURCHASE

Section 2.1 - Grant of Option to Purchase

For good and valuable consideration, on and as of the Grant Date hereof, the Company irrevocably grants to the Optionee, subject to Section 2.4, an Option to Purchase any part or all of an aggregate of shares of its $.001 par value Class A Common Stock as indicated in the Certificate of Stock Option Grant upon the terms and conditions set forth in this Agreement.

Section 2.2 - “Grant Price”

Subject to Section 2.4, the exercise price of the shares of stock covered by the Option to Purchase (the “Option to Purchase Grant Price”) shall be as indicated in the Certificate of Stock Option Grant per share without commission or other charge.

Section 2.3 - No Right to Employment

Nothing in this Agreement or in the Plan shall confer upon the Optionee any right to continue in the employ of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which are hereby expressly reserved, to terminate the employment of the Optionee at any time for any reason whatsoever, with or without Cause.

Section 2.4 - Adjustments in Option to Purchase Pursuant to Merger, Consolidation, etc.

Subject to Section 9 of the Plan, in the event that the outstanding shares of the stock subject to an Option to Purchase are, from time to time, changed into or exchanged for a different number or kind of shares of the Company or other securities of the Company by reason of a merger, consolidation, recapitalization, reclassification, stock split, stock dividend, combination of shares, or otherwise, the Committee shall make an adjustment in the number and kind of shares and/or the amount of consideration as to which or for which, as the case may be, such Option to Purchase, or portions thereof then unexercised, shall be exercisable, in such manner as the Committee determines is reasonably necessary to maintain as nearly as practicable the rights, benefits and obligations that the parties would have had absent such event. Any such adjustment made by the Committee shall be final and binding upon the Optionee, the Company and all other interested persons.

ARTICLE III

PERIOD OF EXERCISABILITY

Section 3.1 - Commencement of Exercisability

(a)  an Option to Purchase shall become exercisable as follows:

	Percentage of Option to Purchase
Date Option to Purchase	Shares Granted As to Which
Becomes Exercisable	Option to Purchase Is Exercisable
After the first anniversary of the Trigger Date	20	%
After the second anniversary of the Trigger Date	40	%
After the third anniversary of the Trigger Date	60	%
After the fourth anniversary of the Trigger Date	80	%
After the fifth anniversary of the Trigger Date	100	%

Notwithstanding the foregoing, (x) no Option to Purchase shall become exercisable prior to the time the Plan is approved by the Company’s stockholders, and (y) subject to the immediately preceding clause (x), the Option to Purchase shall become immediately exercisable as to 100% of the shares of Common Stock subject to such Option to Purchase immediately prior to a Change of Control (but only to the extent such Option to Purchase has not otherwise terminated or become exercisable). The sale or disposition of a division, business segment or Subsidiary of the Company shall not cause an Option to Purchase to become immediately exercisable. Pursuant to the authority granted to it in Section 5.1, the Committee shall decide what, if any, Option to Purchase shall become exercisable and when any such Option to Purchase must be exercised upon the sale or disposition of a division, business segment or Subsidiary of the Company.

(b)  Notwithstanding the foregoing, no Option to Purchase shall become exercisable as to any additional shares of Common Stock following the termination of employment of the Optionee for any reason other than a termination of employment because of death, Retirement or Permanent Disability of the Optionee, and any Option to Purchase (other than as provided in the next succeeding sentence) which is non-exercisable as of the Optionee’s termination of employment shall be immediately cancelled. In the event of a termination of employment because of death, Retirement or Permanent Disability of the Optionee and provided that the Optionee has been employed for at least three years after June 6, 2000, all Option to Purchase awarded hereunder shall become immediately exercisable. If the Optionee has not been employed for such three-year period, then Option to Purchase shall not become exercisable for any additional shares of Common Stock.

Section 3.2 - “Grant Expiration Date”

The Option to Purchase may not be exercised to any extent by the Optionee after the first to occur of the following events:

(a) The tenth anniversary of the Grant Date; or

(b) The first anniversary of the date of the Optionee’s termination of employment by reason of death, Permanent Disability or Retirement. For these purposes, termination of employment shall mean the date on which the Optionee ceases working for the Company or a Subsidiary of the Company or such later day as the Committee in their discretion deems to be appropriate; or

(c) 90 days after termination of employment of the Optionee for any reason other than for death, Permanent Disability or Retirement. For these purposes, termination of employment shall mean the date on which the Optionee ceases working for the Company or a Subsidiary of the Company or such later day as the Committee in their discretion deems to be appropriate; or

(d) If the Committee so elects pursuant to Section 9 of the Plan, the effective date of a Transaction (as defined in the Plan); provided, however, that the Committee has provided Optionee with a reasonable period of notice prior to the effective date of such Transaction in which to exercise an Option to Purchase that has then neither been fully exercised nor become unexercisable under this Section 3.2.

ARTICLE IV

EXERCISE OF OPTION TO PURCHASE

Section 4.1 - Person Eligible to Exercise

Except as provided in the Management Stockholder’s Agreement, during the lifetime of the Optionee, only he or his personal legal representative may exercise an Option to Purchase or any portion thereof. After the death of the Optionee, any previously exercised portion of an Option to Purchase may, prior to the time when an Option to Purchase becomes unexercisable under Section 3.2, be exercised or by any person empowered to do so under the Optionee’s will or under the then applicable laws of descent and distribution.

Section 4.2 - Partial Exercise

Any exercisable portion of an Option to Purchase or the entire Option to Purchase, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option to Purchase or portion thereof becomes unexercisable under Section 3.2; provided, however, that any partial exercise shall be for whole shares of Common Stock only.

Section 4.3 - Manner of Exercise

An Option to Purchase, or any exercisable portion thereof, may be exercised in the manner described in the Section titled “Exercising Your Stock Options” appearing in “A Guide to the Amphenol Corporation Stock Option Plan” appearing on the Company’s Client Home Page available through www.benefitaccess.com.

The Optionee may be asked to provide a bona fide written representation and agreement, in a form satisfactory to the Committee, signed by the Optionee or other person then entitled to exercise such Option or portion thereof, stating that the shares of stock are being acquired for his own account, for investment and without any present intention of distributing or reselling said shares or any of them except as may be permitted under the Securities Act of 1933, as amended (the “Act”), and then applicable rules and regulations thereunder, and that the Optionee or other person then entitled to exercise such Option or portion thereof will indemnify the Company against and hold it free and harmless from any loss, damage, expense or liability resulting to the Company if any sale or distribution of the shares by such person is contrary to the representation and agreement referred to above; provided, however, that the Committee may, in its absolute discretion, take whatever additional actions it deems appropriate to ensure the observance and performance of such representation and agreement and to effect compliance with the Act and any other federal or state securities laws or regulations; and

In the event the Option to Purchase or any portion thereof shall be exercised pursuant to Section 4.1 by any person or persons other than the Optionee, the Committee may require appropriate proof of the right of such person or persons to exercise the Option to Purchase.

Without limiting the generality of the foregoing, the Committee may require an opinion of counsel acceptable to it to the effect that any subsequent transfer of shares acquired on exercise of an Option to Purchase does not violate the Act, and may issue stop-transfer orders covering such shares. Share certificates evidencing stock issued on exercise of an Option to Purchase shall bear an appropriate legend referring to the provisions of the second paragraph above and the agreements herein. The written representation and agreement referred to in the second paragraph above shall, however, not be required if the shares to be issued pursuant to such exercise have been registered under the Act, and such registration is then effective in respect of such shares.

Section 4.4 - Conditions to Issuance of Stock Certificates

The shares of stock deliverable upon the exercise of an Option to Purchase, or any portion thereof, may be either previously authorized but unissued shares or issued shares which have then been reacquired by the Company. Such shares shall be validly issued, fully paid and nonassessable. The Company shall not be required to issue or deliver any certificate or certificates for shares of stock purchased upon the exercise of an Option to Purchase or portion thereof prior to fulfillment of all of the following conditions:

(a) The obtaining of approval or other clearance from any state or federal governmental agency which the Committee shall, in its absolute discretion, determine to be necessary or advisable; and

(b) The lapse of such reasonable period of time following the exercise of the Option to Purchase as the Committee may from time to time establish for reasons of administrative convenience. Absent such a determination by the Committee, 20 business days shall be deemed to be a reasonable period of time.

Section 4.5 - Rights as Stockholder

The holder of an Option shall not be, nor have any of the rights or privileges of, a stockholder of the Company in respect of any shares purchasable upon the exercise of the Option or any portion thereof unless and until certificates representing such shares shall have been issued by the Company to such holder.

ARTICLE V

MISCELLANEOUS

Section 5.1 - Administration

The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee shall be final and binding upon the Optionee, the Company and all other interested persons. No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or the Option to Purchase. In its absolute discretion, the Board of Directors may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan and this Agreement.

Section 5.2  - Option to Purchase Not Transferable

Except as provided in the Management Stockholder’s Agreement, neither the Option to Purchase nor any interest or right therein or part thereof shall be liable for the debts, contracts or engagements of the Optionee or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect; provided, however, that this Section 5.2 shall not prevent transfers by will or by the applicable laws of descent and distribution.

Section 5.3 - Shares to Be Reserved

The Company shall at all times during the term of the Option to Purchase reserve and keep available such number of shares of stock as will be sufficient to satisfy the requirements of this Agreement.

Section 5.4 - Notices

Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of its Secretary, and any notice to be given to the Optionee

shall be addressed to him or her at the address indicated in the records of the headquarters Human Resources Department of the Company. By a notice given pursuant to this Section 5.4, either party may hereafter designate a different address for notices to be given. Any notice which is required to be given to the Optionee shall, if the Optionee is then deceased, be given to the Optionee’s personal representative if such representative has previously informed the Company of his status and address by written notice to the Secretary of the Company under this Section 5.4. Any notice shall be hand delivered, delivered by overnight delivery or sent via confirmed telecopy. Any notice to the Optionee may also be delivered via email by the Company or the Company’s representative to the email address of Optionee indicated in the records of the headquarters Human Resources Department of the Company.

Section 5.5 - Titles

Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

Section 5.6 - Applicability of Plan and Management Stockholder’s Agreement

The Option to Purchase and the shares of Common Stock issued to the Optionee upon exercise of the Option to Purchase shall be subject to all of the terms and provisions of the Plan and the Management Stockholder’s Agreement. In the event of any conflict between this Agreement and the Plan, the terms of the Plan shall control. In the event of any conflict between this Agreement or the Plan and the Management Stockholder’s Agreement, the terms of the Management Stockholder’s Agreement shall control.

Section 5.7 - Amendment

This Agreement may be amended only by a later dated instrument accepted by the parties hereto which specifically states that it is amending this Agreement; provided however that the Committee in its reasonable discretion may unilaterally amend the Agreement if it determines that such amendment would be beneficial to the Optionee.

Section 5.8 - Governing Law

The laws of the State of Delaware shall govern the interpretation, validity and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

Section 5.9 - Jurisdiction

Any suit, action or proceeding against the Optionee with respect to this Agreement, or any judgment entered by any court in respect thereof, may be brought in any court of competent jurisdiction in the State of Connecticut (or if the Company moves its corporate headquarters to another state, in that state), and the Optionee hereby submits to the non-exclusive jurisdiction of such courts for the purpose of any such suit, action, proceeding or judgment. The Optionee hereby irrevocably waives any objections which he may now or hereafter have to the laying of the venue of any suit, action or proceeding arising out of or relating to this Agreement brought in any court of competent jurisdiction in the State of Connecticut (or if the Company moves its corporate headquarters to another state, in that state), and hereby further irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in any

inconvenient forum. No suit, action or proceeding against the Company with respect to this Agreement may be brought in any court, domestic or foreign, or before any similar domestic or foreign authority other than in a court of competent jurisdiction in the State of Connecticut (or if the Company moves its corporate headquarters to another state, in that state), and the Optionee hereby irrevocably waives any right which he may otherwise have had to bring such an action in any other court, domestic or foreign, or before any similar domestic or foreign authority. The Company hereby submits to the jurisdiction of such courts for the purpose of any such suit, action or proceeding. The Optionee hereby irrevocably and unconditionally waives trial by jury in any legal action or proceeding in relation to this Agreement and for any counterclaim therein.

EX-10.55

Exhibit 10.55

SECOND AMENDMENT TO CREDIT AGREEMENT

THIS SECOND AMENDMENT TO CREDIT AGREEMENT dated as of August 1, 2006 (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 (as amended from time to time, 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.Amendments.

(a)The following definition is hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical order and shall read as follows:

“Second Amendment Closing Date” means August 1, 2006.

(b)The following sentence is hereby added at the end of the definition of “Aggregate Commitments” in Section 1.01 of the Credit Agreement and shall read as follows:

The aggregate principal amount of the Aggregate Commitments in effect on the Second Amendment Closing Date is ONE BILLION DOLLARS ($1,000,000,000).

(c)The pricing grid in the definition of “Applicable Rate” in Section 1.01 of the Credit Agreement is hereby amended to read as follows:

Applicable Rate

Pricing Level	Debt Rating or Consolidated Leverage Ratio	Facility Fee		Eurocurrency Rate Loans and Letter of Credit Fee		Base Rate Loans
1	³ BBB+ / Baa1 or < 1.0:1.0	0.080	%	0.3700	%	0.00	%
2	BBB / Baa2 or < 1.5:1.0 but ³ 1.0:1.0	0.100	%	0.4000	%	0.00	%
3	BBB- / Baa3 or < 2.0:1.0 but ³ 1.5:1.0	0.125	%	0.5000	%	0.00	%
4	BB+ / Ba1 or < 2.5:1.0 but ³ 2.0:1.0	0.175	%	0.575	%	0.00	%
5	£ BB/Ba2 or ³ 2.50:1.0	0.225	%	0.9000	%	0.00	%

(d)The definition of “Maturity Date” in Section 1.01 of the Credit Agreement is hereby amended to read as follows:

“Maturity Date” means August 1, 2011.

(e)The language preceding the proviso in Section 2.02(f) of the Credit Agreement shall be amended to read as follows:

(f)The Company may at any time and from time to time, upon prior written notice by the Company to the Administrative Agent, increase the Aggregate Commitments (but not the Letter of Credit Sublimit and Alternative Currency Sublimit) by up to $250,000,000 in excess of the Aggregate Commitments in effect on the Second Amendment Closing Date with additional Commitments from any existing Lender or new Commitments from any other Person selected by the Company and approved by the Administrative Agent;

2.Conditions Precedent. This Amendment shall be effective upon receipt by the Administrative Agent of the following conditions precedent:

(a)receipt by the Administrative Agent of this Amendment executed by the Company, the Subsidiary Guarantors, the Lenders and the Administrative Agent; and

(b)receipt by the Administrative Agent, for the account of each Lender, of the amendment fee due and owing to such Lender.

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

2

Amendment and all documents executed in connection herewith 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, in which case they shall be true and correct as of such 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.

[remainder of page intentionally left blank]

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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:

AMPHENOL CORPORATION
SECOND AMENDMENT

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:
	[OTHER LENDERS]

EX-31.1

EXHIBIT 31.1

Amphenol Corporation
Certification pursuant to
Section 302 of
the Sarbanes-Oxley Act of 2002
Certification

I, Martin H. Loeffler, as the principal executive officer of the registrant, certify that:

1.I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2006 of Amphenol Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 4, 2006

/s/ Martin H. Loeffler

Martin H. Loeffler

Chairman, President and Chief Executive Officer

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EX-31.2

EXHIBIT 31.2

Amphenol Corporation
Certification pursuant to
Section 302 of
the Sarbanes-Oxley Act of 2002
Certification

I, Diana G. Reardon, as the principal financial officer of the registrant, certify that:

1.I have reviewed this quarterly report on Form 10-Q for the quarter ended June 30, 2006 of Amphenol Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 4, 2006

/s/ Diana G. Reardon

Diana G. Reardon

Senior Vice President and Chief Financial Officer

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EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Amphenol Corporation (the “Company”) on Form 10-Q for the period ended June 30, 2006, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Martin H. Loeffler, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 4, 2006

/s/ Martin H. Loeffler

Martin H. Loeffler

Chairman, President & Chief Executive Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Amphenol Corporation and will be retained by Amphenol Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

1

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Amphenol Corporation (the “Company”) on Form 10-Q for the period ended June 30, 2006, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Diana G. Reardon, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 4, 2006

/s/ Diana G. Reardon

Diana G. Reardon

Senior Vice President and Chief Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Amphenol Corporation and will be retained by Amphenol Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

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