0001104659-04-023311 Sample Contracts

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”).

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FIRST AMENDMENT TO AMENDED AND RESTATED
Purchase and Sale Agreement • August 9th, 2004 • Amphenol Corp /De/ • Electronic connectors • New York

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

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

THIS FIFTH AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of May 19, 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”).

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

THIS SEVENTH 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”).

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