exv10w20






EXHIBIT 10.20




AMENDMENT NO. 3 TO CREDIT AGREEMENT




     This Amendment (this “Amendment”) is made as of June 28, 2011 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, as amended by
Amendment No. 1 to Credit Agreement dated as of January 11, 2010 and Amendment No. 2 to Credit
Agreement dated as of March 25, 2011 (as may be further amended, restated, supplemented or
otherwise modified from time to time, 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, 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. Upon the Effective Time (as defined below), the
Credit Agreement shall be amended as follows:





          (a) Section 1.01 of the Credit Agreement shall be amended by adding the
following new defined term therein in the appropriate alphabetical order:




          “Molex Japan Disputed Indebtedness” means the disputed liability of the
Company and/or its Subsidiaries relating to unauthorized activities at Molex Japan, as
described in the Company’s Form 10-Q filed with the Securities and Exchange Commission for
the quarterly period ending March 31, 2011.




          (b) Section 1.01 of the Credit Agreement shall be amended by amending and
restating clause (g) of the definition of “Permitted Encumbrances” in its entirety to read
as follows:




          (g) Liens arising by virtue of any statutory or common law provision relating to
banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts or
other funds maintained with depository institutions and/or Liens arising in the ordinary
course of business with respect to deposit accounts relating to intercompany cash pooling,
interest set-off and/or sweeping arrangements;













 






          (c) Section 3.06(a) of the Credit Agreement shall be amended and restated in
its entirety to read as follows:




          (a) Except as disclosed in the Company’s Form 10-Q filed with the Securities and
Exchange Commission for the quarterly period ending March 31, 2011, there are no actions,
suits or proceedings by or before any arbitrator or Governmental Authority pending against
or, to the knowledge of the Company, threatened against or affecting the Company or any
Subsidiary (i) as to which there is a reasonable possibility of an adverse determination
and that, if adversely determined, could reasonably be expected, individually or in the
aggregate, to result in a Material Adverse Effect or (ii) that involve any Credit Document
or the Transactions




          (d) Section 6.08 of the Credit Agreement shall be amended and restated in its
entirety to read as follows:




          SECTION 6.08 Restrictive Agreements. The Company will not, and will not
permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any
agreement or other arrangement that prohibits, restricts or imposes any condition upon (a)
the ability of the Company or any Subsidiary to create, incur or permit to exist any Lien
upon any of its assets to secure the obligations of the Borrowers hereunder or under any
guaranty thereof, or (b) the ability of any Subsidiary to pay dividends or other
distributions with respect to any shares of its capital stock or to make or repay loans or
advances to the Company or any other Subsidiary or to Guarantee Indebtedness of the Company
or any other Subsidiary; provided that (i) the foregoing shall not apply to
restrictions and conditions imposed by law or by this Agreement or any Swap Agreement with
a Lender or an Affiliate of a Lender that incorporates the covenants herein by reference,
(ii) the foregoing shall not apply to restrictions and conditions existing or anticipated
on the Second Amendment Effective Date identified on Schedule 6.08 (but shall apply
to any extension or renewal of, or any amendment or modification of, any such restriction
or condition expanding the scope thereof), (iii) the foregoing shall not apply to customary
restrictions and conditions contained in agreements relating to the sale of a Subsidiary
pending such sale, provided that such restrictions and conditions apply only to the
Subsidiary that is to be sold and such sale is permitted hereunder, (iv) clause (a) of the
foregoing shall not apply to restrictions or conditions imposed by any agreement relating
to secured Indebtedness permitted by this Agreement if such restrictions or conditions
apply only to the assets securing such Indebtedness, (v) clause (a) of the foregoing shall
not apply to customary provisions in leases and other contracts restricting the assignment
thereof and (vi) the foregoing shall not apply to restrictions or conditions which are
included in privately placed senior notes of the Company issued after the Second Amendment
Effective Date and which are no more restrictive than the provisions of this Agreement or
which, under certain circumstances, require that Liens securing other Indebtedness of the
Company equally and ratably secure such notes and other obligations arising under the
related note purchase agreements.



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          (e) Article VII of the Credit Agreement shall be amended by adding the
following proviso at the end of clause (g) therein:




          provided that, notwithstanding anything to the contrary herein, no default under the
Molex Japan Disputed Indebtedness shall constitute a Default hereunder, unless and until it
shall be determined by a final non-appealable judgment (or the Company or any Subsidiary
shall agree in a settlement agreement or other similar agreement) that the Company or any
Subsidiary is liable for the Molex Japan Disputed Indebtedness (or any portion thereof),
and the amount of money that the Company or any Subsidiary is obligated to pay with respect
thereto shall remain due and unpaid for 30 days after payment is required pursuant to the
terms of such judgment or settlement (or similar) agreement;



          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, 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) No Default has occurred and is continuing.



          3. Effective Time. This Amendment shall become effective upon (the “Effective Time”)
(a) 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) and (b) the
execution and delivery by the Company and each of the Subsidiary Guarantors of a Reaffirmation of
Guaranty substantially in the form of Exhibit A hereto. In the event the Effective Time has not
occurred on or before June 30, 2011, this Amendment shall not become operative and shall be of no
force or effect.







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          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, or 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. Delivery of an executed signature page of this Amendment by facsimile
transmission or other electronic transmission shall be effective as delivery of manually
executed counterpart hereof.



          5. Costs and Expenses. The Company hereby affirms its obligation under Section
9.03 of the Credit Agreement to reimburse the Administrative Agent for all reasonable and
documented out-of-pocket expenses incurred by the Administrative Agent in connection with the
preparation, negotiation, execution and delivery of this Amendment, including but not limited to
the reasonable and documented fees, charges and disbursements of attorneys for the Administrative
Agent with respect thereto.




          6. 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

 	 
	 	By:  	
 	 
	 
	 	Its:  	
 	 
	 



Signature page to Molex Amendment







 









 








	 	 	 	 	 
	 	JPMORGAN CHASE BANK, N. A.,

individually and as Administrative Agent

 	 
	 	By:  	
 	 
	 
	 	Its:  	
 	 
	 	 	 	 
	 



Signature page to Molex Amendment





 









 








	 	 	 	 	 
	 	[LENDERS]

 	 
	 	By:  	
 	 
	 
	 	Its:  	
 	 
	 	 	 	 
	 



Signature page to Molex Amendment





 









 








EXHIBIT A




REAFFIRMATION OF GUARANTY



          Each of the undersigned (a) acknowledges receipt of a copy of Amendment No. 3 to Credit
Agreement (the “Amendment”), amending the Credit Agreement dated as of June 24, 2009 (as amended,
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), (b)
consents to the Amendment and each of the transactions referenced therein, (c) hereby reaffirms its
obligations, as applicable, under the Parent Guaranty and the Subsidiary Guaranty and (d) agrees
that all references in any Credit Document to the “Credit Agreement” shall hereafter mean and be a
reference to the Credit Agreement as amended by the Amendment. Capitalized terms used herein, but
not otherwise defined herein, shall have the meanings ascribed to such terms in the Credit
Agreement.



Dated as of June 28, 2011




	 	 	 	 	 
	 	MOLEX INCORPORATED,

a Delaware corporation

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	CARDELL CORPORATION,

a Michigan corporation

 	 
	 	By:  	
 	 
	 	 	Name:  	David D. Johnson 	 
	 	 	Title:  	Treasurer 	 
	 



	 	 	 	 	 
	 	MOLEX INTERNATIONAL, INC.,

a Delaware corporation

 	 
	 	By:  	
 	 
	 	 	Name:  	David D. Johnson 	 
	 	 	Title:  	Treasurer 	 
	 



	 	 	 	 	 
	 	MOLEX CV HOLDINGS, INC.,

a Delaware corporation

 	 
	 	By:  	
 	 
	 	 	Name:  	David D. Johnson 	 
	 	 	Title:  	Treasurer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	MOLEX CONNECTOR CORPORATION,

a Delaware corporation

 	 
	 	By:  	
 	 
	 	 	Name:  	David D. Johnson 	 
	 	 	Title:  	Treasurer 	 
	 



	 	 	 	 	 
	 	

MOLEX COPPER FLEX PRODUCTS, INC., a Minnesota

corporation

 	 
	 	By:  	
 	 
	 	 	Name:  	David D. Johnson 	 
	 	 	Title:  	Treasurer 	 
	 



	 	 	 	 	 
	 	WOODHEAD INDUSTRIES, INC.,


a Delaware corporation

 	 
	 	By:  	
 	 
	 	 	Name:  	David D. Johnson 	 
	 	 	Title:  	Assistant Treasurer 	 
	 



	 	 	 	 	 
	 	WOODHEAD INTERCONNECT, INC.,

a Delaware corporation

 	 
	 	By:  	
 	 
	 	 	Name:  	David D. Johnson 	 
	 	 	Title:  	Treasurer 	 
	 
	 	AERO-MOTIVE COMPANY,

a Michigan corporation

 	 
	 	By:  	
 	 
	 	 	Name:  	David D. Johnson 	 
	 	 	Title:  	Vice President 	 
	 
	 	CENTRAL RUBBER COMPANY,

an Illinois corporation

 	 
	 	By:  	
 	 
	 	 	Name:  	David D. Johnson 	 
	 	 	Title:  	Treasurer 	 
	 



Signature Page to Reaffirmation of Guaranty




 









 









	 	 	 	 	 
	 	DANIEL WOODHEAD COMPANY,

a Delaware corporation

 	 
	 	By:  	
 	 
	 	 	Name:  	David D. Johnson 	 
	 	 	Title:  	Treasurer 	 
	 
	 	DW HOLDING, L.L.C.,

a Delaware limited liability company

 	 
	 	By:  	
 	 
	 	 	Name:  	David D. Johnson 	 
	 	 	Title:  	Treasurer 	 
	 
	 	WOODHEAD L.P.,

a Texas limited partnership

 	 
	 	By:  	
 	 
	 	 	Name:  	David D. Johnson 	 
	 	 	Title:  	Treasurer 	 
	 



	 	 	 	 	 
	 	POLYMICRO TECHNOLOGIES, LLC,

a Delaware limited liability company

 	 
	 	By:  	
 	 
	 	 	Name:  	David D. Johnson 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	WH TWO, LLC,

a Delaware limited liability company

 	 
	 	By:  	
 	 
	 	 	Name:  	David D. Johnson 	 
	 	 	Title: 	 	 
	 



Signature Page to Reaffirmation of Guaranty