“Restructuring Dividends” means cash dividends actually paid by one or more ExternalSubsidiaries after the First Amendment Effective Date, the proceeds of which have beenreceived by one or more Credit Parties in an aggregate amount of up to $60,000,000 for thepurpose of effecting a Restructuring Contribution.     “Restructuring Contribution” means a cash capital contribution made by a Credit Partyto Molex Automotive SARL and/or Molex Elektronik GmbH funded by a Restructuring Dividend orin reliance on a Proposed Restructuring Dividend at a time when no Default shall haveoccurred and be continuing either immediately prior to or immediately after giving effectto such contribution.          (b) Section 6.04(c) shall be amended and restated in its entirety to read asfollows:     (c) loans, advances, investments or Guarantees made by the Company to, in orin respect of the obligations of any Subsidiary or made by any Subsidiary to, in orin 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 ofthe obligations of External Subsidiaries shall not at any time exceed in theaggregate (i) in the case of loans or advances to, or other investments in orGuarantees in respect of the obligations of, Molex Japan, $100,000,000 and (ii) inthe 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 whichthe Company has relied as the basis for making Restructuring Contributions pursuantto the following proviso and which have not become Restructuring Dividends as aresult of payment within one year of the First Amendment Effective Date), in eachcase determined without regard to any write-downs or write-offs or appreciation ordividends paid in respect of any investment; and further provided, that inaddition to loans, advances, investments and Guarantees permitted by the foregoing,Credit Parties may make Restructuring Contributions in an aggregate amount at notime exceeding the lesser of $60,000,000 and the sum at such time of (A) theaggregate amount of Restructuring Dividends plus (B) the aggregate amount ofProposed Restructuring Dividends which have not become Restructuring Dividends as aresult of payment within one year of the First Amendment Effective Date.          2. Representations and Warranties of the Company. The Company represents and warrantsthat:          (a) The execution, delivery and performance by the Company of this Amendment have beenduly authorized by all necessary corporate action and that this Amendment is a legal, validand binding obligation of the Company enforceable against the Company in accordance withits terms, except as the enforcement thereof may be subject to the effect of anyapplicable bankruptcy,
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insolvency, reorganization, moratorium or similar law affecting creditors’ rightsgenerally;          (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 inall material respects (except that any representation or warranty which is alreadyqualified as to materiality or by reference to Material Adverse Effect shall be true andcorrect in all respects) on and as of the date hereof as if made on the date hereof (exceptany such representation or warranty that expressly relates to or is made expressly as of aspecific earlier date, in which case such representation or warranty shall be true andcorrect in all material respects (except that any representation or warranty which isalready qualified as to materiality or by reference to Material Adverse Effect shall betrue 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 theEffective Time has not occurred on or before January 31, 2010, this Amendment shall not becomeoperative and shall be of no force or effect.          4. Miscellaneous.          (a) Except as specifically amended or waived above, the Credit Agreement and the otherCredit Documents shall remain in full force and effect and are hereby ratified andconfirmed.          (b) The execution, delivery and effectiveness of this Amendment shall not operate as awaiver of any right, power or remedy of the Administrative Agent or any Lender under theCredit Agreement or any Credit Document, nor constitute a waiver of any provision of theCredit Agreement or any Credit Document, except as specifically set forth herein. Upon theeffectiveness of this Amendment, each reference in the Credit Agreement to “thisAgreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean and be areference to the Credit Agreement as amended hereby.          (c) Section headings in this Amendment are included herein for convenience ofreference 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 whenso executed shall be deemed an original but all such counterparts shall constitute one andthe same instrument.
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          5. Governing Law. This Amendment shall be construed in accordance with and governedby 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 yearfirst above written.      MOLEX INCORPORATED