Amphenol Corp /De/ Sample Contracts

Exhibit 1 AMPHENOL CORPORATION ___% SENIOR SUBORDINATED NOTES DUE 2007 FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • April 29th, 1997 • Amphenol Corp /De/ • Electronic connectors • New York
ARTICLE I AGREEMENT TO PURCHASE AND SELL; AFC AGREEMENT TO LEND
Purchase and Sale Agreement • August 14th, 1997 • Amphenol Corp /De/ • Electronic connectors • New York
EXHIBIT 1.1 6,000,000 SHARES AMPHENOL CORPORATION CLASS A COMMON STOCK UNDERWRITING AGREEMENT
Underwriting Agreement • May 4th, 2000 • Amphenol Corp /De/ • Electronic connectors • New York
ARTICLE I DEFINITIONS
Non-Qualified Stock Option Agreement • September 18th, 1997 • Amphenol Corp /De/ • Electronic connectors • Delaware
Between
Merger Agreement • January 29th, 1997 • Amphenol Corp /De/ • Electronic connectors • Delaware
RECITALS
Stockholders Agreement • January 29th, 1997 • Amphenol Corp /De/ • Electronic connectors • Delaware
CANADIAN PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • November 14th, 1997 • Amphenol Corp /De/ • Electronic connectors • Ontario
RECITALS:
Receivables Purchase Agreement • November 14th, 2001 • Amphenol Corp /De/ • Electronic connectors • New York
INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 17th, 2017 • Amphenol Corp /De/ • Electronic connectors • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of February ___, 2017 between Amphenol Corporation, a Delaware corporation (the “Company”), and the officer or director of the Company who is a signatory to this Agreement (“Indemnitee”).

2,750,000 SHARES AMPHENOL CORPORATION CLASS A COMMON STOCK UNDERWRITING AGREEMENT
Underwriting Agreement • December 6th, 1999 • Amphenol Corp /De/ • Electronic connectors • New York
RECITALS
Credit Agreement • May 15th, 1998 • Amphenol Corp /De/ • Electronic connectors • New York
DRAFT EXCHANGE AGENT AGREEMENT
Exchange Agent Agreement • April 15th, 1997 • Amphenol Corp /De/ • Electronic connectors • New York
AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 14th, 1997 • Amphenol Corp /De/ • Electronic connectors • New York
as Issuer and
Indenture • August 14th, 1997 • Amphenol Corp /De/ • Electronic connectors • New York
AMPHENOL CORPORATION $750,000,000 4.375% Senior Notes due 2028 UNDERWRITING AGREEMENT June 9, 2025 Underwriting Agreement
Underwriting Agreement • June 10th, 2025 • Amphenol Corp /De/ • Electronic connectors • New York
Commercial Paper Dealer Agreement
Commercial Paper Dealer Agreement • September 5th, 2014 • Amphenol Corp /De/ • Electronic connectors • New York

This agreement (the “Agreement”) sets forth the understandings between the Issuer and the Dealer, each named above, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the “Notes”) through the Dealer.

CREDIT AGREEMENT DATED AS OF MAY 6, 2003
Credit Agreement • June 13th, 2003 • Amphenol Corp /De/ • Electronic connectors • New York
Exhibit 4.6 SALE PARTICIPATION AGREEMENT
Sale Participation Agreement • September 18th, 1997 • Amphenol Corp /De/ • Electronic connectors
CREDIT AGREEMENT Dated as of August 13, 2010 among AMPHENOL CORPORATION, as a Borrower and a Guarantor and CERTAIN OF ITS SUBSIDIARIES, as Designated Borrowers, and CERTAIN OF ITS SUBSIDIARIES, as Guarantors BANK OF AMERICA, N.A, as Administrative...
Credit Agreement • August 18th, 2010 • Amphenol Corp /De/ • Electronic connectors • New York

This CREDIT AGREEMENT (this “Agreement”) is entered into as of August 13, 2010, among AMPHENOL CORPORATION, a Delaware corporation (the “Company”), certain Subsidiaries of the Company party hereto pursuant to Section 2.14 (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), certain Subsidiaries of the Company from time to time party hereto (each a “Subsidiary Guarantor” and together with the Company, the “Guarantors”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

Contract
Management Stockholder’s Agreement • August 6th, 2009 • Amphenol Corp /De/ • Electronic connectors • Delaware

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”).

INDENTURE, dated as of May 4, 2020, among Amphenol Technologies Holding GmbH, AMPHENOL CORPORATION and THE BANK OF NEW YORK MELLON, as Trustee
Indenture • May 5th, 2020 • Amphenol Corp /De/ • Electronic connectors • New York

Indenture, dated as of May 4, 2020, among Amphenol Technologies Holding GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) registered in Stuttgart, Germany under company number HRB 104157 and having its registered office at August-Häußer-Strasse 10, 74080 Heilbronn, Germany (the “Company”), Amphenol Corporation, a corporation duly incorporated and existing under the laws of Delaware and having its principal executive office at 358 Hall Avenue, Wallingford, Connecticut 06492, United States of America (the “Guarantor”) and The Bank of New York Mellon, as trustee (the “Trustee”).

8,000,000 SHARES AMPHENOL CORPORATION CLASS A COMMON STOCK FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • February 24th, 2004 • Amphenol Corp /De/ • Electronic connectors • New York
Contract
Non-Qualified Stock Option Grant Agreement • August 3rd, 2007 • Amphenol Corp /De/ • Electronic connectors • Delaware

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”).

AMENDED AND RESTATED UNCOMMITTED LINE OF CREDIT AGREEMENT
Uncommitted Line of Credit Agreement • June 4th, 2014 • Amphenol Corp /De/ • Electronic connectors • New York

Amended and Restated Uncommitted Line of Credit Agreement (as may be further amended, amended and restated or otherwise modified from time to time, this “Agreement”), dated as of May 30, 2014, is among Amphenol Corporation, a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower party hereto (each a “Subsidiary Guarantor”), and Santander Bank, N.A. (f/k/a Sovereign Bank, N.A.) (the “Lender”). Capitalized terms used but not defined herein are used with the meanings assigned to them in Exhibit B attached hereto.

AMENDMENT AGREEMENT Dated as of January 19, 2012 by and among AMPHENOL FUNDING CORP., as Seller, AMPHENOL CORPORATION, as Servicer, ATLANTIC ASSET SECURITIZATION LLC, as Conduit Purchaser, and CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK as...
Amendment Agreement • February 24th, 2012 • Amphenol Corp /De/ • Electronic connectors

This AMENDMENT AGREEMENT (this “Agreement”), dated as of January 19, 2012 (the “Amendment Effective Date”), is by and among Amphenol Funding Corp., a Delaware corporation, as Seller (“AFC”), Amphenol Corporation, a Delaware corporation, as Servicer (“Amphenol”), Atlantic Asset Securitization LLC, a Delaware limited liability company, as Conduit Purchaser (“Atlantic”), and Crédit Agricole Corporate and Investment Bank, f/k/a Calyon New York Branch, a French banking corporation, duly licensed under the laws of the State of New York, as Administrative Agent for the Purchasers and as the sole Related Committed Purchaser as of the date hereof (“Crédit Agricole”).

AMENDMENT AGREEMENT Dated as of September 9, 2011 by and among AMPHENOL FUNDING CORP., as Seller, AMPHENOL CORPORATION, as Servicer, ATLANTIC ASSET SECURITIZATION LLC, as Conduit Purchaser, and CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK as...
Amendment Agreement • November 4th, 2011 • Amphenol Corp /De/ • Electronic connectors

This AMENDMENT AGREEMENT (this “Agreement”), dated as of September 9, 2011 (the “Amendment Effective Date”), is by and among Amphenol Funding Corp., a Delaware corporation, as Seller (“AFC”), Amphenol Corporation, a Delaware corporation, as Servicer (“Amphenol”), Atlantic Asset Securitization LLC, a Delaware limited liability company, as Conduit Purchaser (“Atlantic”), and Crédit Agricole Corporate and Investment Bank, f/k/a Calyon New York Branch, a French banking corporation, duly licensed under the laws of the State of New York, as Administrative Agent for the Purchasers and as the sole Related Committed Purchaser as of the date hereof (“Crédit Agricole”).

Contract
Security Agreement • October 9th, 2018 • Amphenol Corp /De/ • Electronic connectors • New York

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE DATE ON WHICH THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON REGULATION S, ONLY (A) TO AMPHENOL CORPORA

CONTINUING AGREEMENT FOR STANDBY LETTERS OF CREDIT
Continuing Agreement for Standby Letters of Credit • May 6th, 2009 • Amphenol Corp /De/ • Electronic connectors • New York

To induce you, in your sole and absolute discretion from time to time, to issue one or more irrevocable letters of credit (each, a “Credit”) at the request of the party signing below (“Applicant”) for the account of such Applicant and, in certain cases, also for the account of one or more of its affiliates or subsidiaries (each of whom shall either execute and deliver this Agreement as a joint and several applicant or execute and deliver to you such other documents (such as a guaranty) as you may require), in substantially such form as Applicant shall request, Applicant unconditionally and irrevocably agrees with you (“Issuer”) as to each Credit as follows:

Contract
Global Note • May 12th, 2026 • Amphenol Corp /De/ • Electronic connectors

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE COMMON DEPOSITARY OR A NOMINEE OF THE COMMON DEPOSITARY. THIS NOTE IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE COMMON DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE COMMON DEPOSITARY TO A NOMINEE OF THE COMMON DEPOSITARY, BY A NOMINEE OF THE COMMON DEPOSITARY TO THE COMMON DEPOSITARY OR ANOTHER NOMINEE OF THE COMMON DEPOSITARY OR BY THE COMMON DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR COMMON DEPOSITARY OR A NOMINEE OF SUCH A SUCCESSOR COMMON DEPOSITARY.

SIXTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
Receivables Purchase Agreement • August 9th, 2004 • Amphenol Corp /De/ • Electronic connectors • New York

THIS SIXTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of June 18, 2004 (this “Amendment”), is entered into among AMPHENOL FUNDING CORP., a Delaware corporation (the “Seller”), AMPHENOL CORPORATION, a Delaware corporation (“Amphenol”), FAIRWAY FINANCE COMPANY, LLC (as successor to Pooled Accounts Receivable Capital Corporation), a Delaware limited liability company (the “Purchaser”), and HARRIS NESBITT CORP. (formerly, Nesbitt Burns Securities, Inc.), a Delaware corporation, as the agent for the Purchaser (in such capacity, the “Agent”).

AMENDMENT AGREEMENT Dated as of May 25, 2010
Amendment Agreement • August 6th, 2010 • Amphenol Corp /De/ • Electronic connectors

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

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 4th, 2007 • Amphenol Corp /De/ • Electronic connectors • New York

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