AMENDMENT NO. 1 TO CREDIT AGREEMENT
Exhibit 10
AMENDMENT NO. 1 TO CREDIT AGREEMENT
This Amendment (this “Amendment”) is made as of January 11, 2010 by and among Molex
Incorporated, a Delaware corporation (the “Company”), JPMorgan Chase Bank, N. A., individually and
as administrative agent (the “Administrative Agent”), and the other financial institutions
signatory hereto.
R E C I T A L S:
A. The Company, the Subsidiary Borrowers party thereto, the Administrative Agent and the
Lenders are party to that certain Credit Agreement dated as of June 24, 2009 (the “Credit
Agreement”). Unless otherwise specified herein, capitalized terms used in this Amendment shall
have the meanings ascribed to them by the Credit Agreement.
B. The Company has advised the Lenders that it intends to enter into and cause certain
External Subsidiaries and Credit Parties to enter into a series of transactions to capitalize
certain other External Subsidiaries with regard to liabilities arising out of the winding down or
downsizing of operations by such External Subsidiaries.
C. The Company, the Administrative Agent and the undersigned Lenders wish to amend the Credit
Agreement on the terms and conditions set forth below.
Now, therefore, in consideration of the mutual execution hereof and other good and valuable
consideration, the parties hereto agree as follows:
1. Amendment to Credit Agreement. The Credit Agreement is hereby amended as follows:
(a) The definitions of “First Amendment Effective Date”, “Proposed Restructuring
Dividend”, “Restructuring Dividends” and “Restructuring Contribution” are added to
Section 1.01 in appropriate alphabetical order reading as follows:
“First Amendment Effective Date” means January 11, 2010.
“Proposed Restructuring Dividend” means a cash dividend (a) which the Company intends
to cause one or more External Subsidiaries to directly or indirectly pay to a Credit Party,
(b) as to which the Company has given the Administrative Agent written notice of its intent
to cause such dividend to be paid and to rely on such dividend for purposes of enabling a
Restructuring Contribution pursuant to the last proviso to Section 6.04(c) and (c)
which the Company has not failed to cause to be paid within one year of the First Amendment
Effective Date. For the avoidance of doubt, no notice to the Administrative Agent from the
Company will be required with respect to any dividends not within clause (b) above.
“Restructuring Dividends” means cash dividends actually paid by one or more External
Subsidiaries after the First Amendment Effective Date, the proceeds of which have been
received by one or more Credit Parties in an aggregate amount of up to $60,000,000 for the
purpose of effecting a Restructuring Contribution.
“Restructuring Contribution” means a cash capital contribution made by a Credit Party
to Molex Automotive SARL and/or Molex Elektronik GmbH funded by a Restructuring Dividend or
in reliance on a Proposed Restructuring Dividend at a time when no Default shall have
occurred and be continuing either immediately prior to or immediately after giving effect
to such contribution.
(b) Section 6.04(c) shall be amended and restated in its entirety to read as
follows:
(c) loans, advances, investments or Guarantees made by the Company to, in or
in respect of the obligations of any Subsidiary or made by any Subsidiary to, in or
in respect of the obligations of the Company or any other Subsidiary;
provided that the aggregate outstanding principal amount of such loans,
advances, investments and Guarantees made by Credit Parties to, in or in respect of
the obligations of External Subsidiaries shall not at any time exceed in the
aggregate (i) in the case of loans or advances to, or other investments in or
Guarantees in respect of the obligations of, Molex Japan, $100,000,000 and (ii) in
the case of all other External Subsidiaries, $50,000,000 (less the lesser of
$30,000,000 and the aggregate amount of Proposed Restructuring Dividends upon which
the Company has relied as the basis for making Restructuring Contributions pursuant
to the following proviso and which have not become Restructuring Dividends as a
result of payment within one year of the First Amendment Effective Date), in each
case determined without regard to any write-downs or write-offs or appreciation or
dividends paid in respect of any investment; and further provided, that in
addition to loans, advances, investments and Guarantees permitted by the foregoing,
Credit Parties may make Restructuring Contributions in an aggregate amount at no
time exceeding the lesser of $60,000,000 and the sum at such time of (A) the
aggregate amount of Restructuring Dividends plus (B) the aggregate amount of
Proposed Restructuring Dividends which have not become Restructuring Dividends as a
result of payment within one year of the First Amendment Effective Date.
2. Representations and Warranties of the Company. The Company represents and warrants
that:
(a) The execution, delivery and performance by the Company of this Amendment have been
duly authorized by all necessary corporate action and that this Amendment is a legal, valid
and binding obligation of the Company enforceable against the Company in accordance with
its terms, except as the enforcement thereof may be subject to the effect of any
applicable bankruptcy,
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insolvency, reorganization, moratorium or similar law affecting creditors’ rights
generally;
(b) Each of the representations and warranties contained in the Credit Agreement
(treating this Amendment as a Credit Document for purposes thereof) is true and correct in
all material respects (except that any representation or warranty which is already
qualified as to materiality or by reference to Material Adverse Effect shall be true and
correct in all respects) on and as of the date hereof as if made on the date hereof (except
any such representation or warranty that expressly relates to or is made expressly as of a
specific earlier date, in which case such representation or warranty shall be true and
correct in all material respects (except that any representation or warranty which is
already qualified as to materiality or by reference to Material Adverse Effect shall be
true and correct in all respects) with respect to or as of such specific earlier date); and
(c) After giving effect to this Amendment, no Default has occurred and is continuing.
3. Effective Time. This Amendment shall become effective upon (the “Effective Time”)
the execution and delivery hereof by the Company, the Administrative Agent and the Required Lenders
(without respect to whether it has been executed and delivered by all Lenders). In the event the
Effective Time has not occurred on or before January 31, 2010, this Amendment shall not become
operative and shall be of no force or effect.
4. Miscellaneous.
(a) Except as specifically amended or waived above, the Credit Agreement and the other
Credit Documents shall remain in full force and effect and are hereby ratified and
confirmed.
(b) The execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of the Administrative Agent or any Lender under the
Credit Agreement or any Credit Document, nor constitute a waiver of any provision of the
Credit Agreement or any Credit Document, except as specifically set forth herein. Upon the
effectiveness of this Amendment, each reference in the Credit Agreement to “this
Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be a
reference to the Credit Agreement as amended hereby.
(c) Section headings in this Amendment are included herein for convenience of
reference only and shall not constitute a part of this Amendment for any other purposes.
(d) This Amendment may be executed in any number of counterparts, each of which when
so executed shall be deemed an original but all such counterparts shall constitute one and
the same instrument.
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5. Governing Law. This Amendment shall be construed in accordance with and governed
by the law of the State of Illinois.
[signature pages follow]
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year
first above written.
MOLEX INCORPORATED |
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JPMORGAN CHASE BANK, N. A., individually and as Administrative Agent |
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Its: | ||||
[LENDERS] |
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Its: | ||||
Signature page to Molex Amendment