ex10_36-1.htm




Exhibit 10.36(1)


 


PULSE ELECTRONICS CORPORATION


PULSE ELECTRONICS (SINGAPORE) PTE LTD


12220 World Trade Drive


San Diego, CA 92128


 


JPMorgan Chase Bank, NA.


277 Park Avenue, Floor 23


New York, NY 10172


Attention: Deborah Winkler


 


OCM PE Holdings, L.P.


Oaktree Opportunities Fund VIIIb Delaware, L.P.


Oaktree Value Opportunities Fund Holdings, L.P.


333 South Grand Avenue, 28th Floor


Los Angeles, CA 90071


Attention: Kenneth Liang


November 19, 2012


 


Re: Letter Agreement relating to certain amendments and the grant of a security interest (“Letter Agreement”)


 


Ladies and Gentlemen:


 


Reference is made to that certain Credit Agreement, dated as of February 28, 2008, as amended and restated as of February 19, 2009, as further amended and restated as of August 5, 2011, as further amended and restated as of March 9, 2012, as further amended and restated as of November 7, 2012, and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Pulse Electronics Corporation (the “Company”), Pulse Electronics (Singapore) Pte Ltd (the “Singapore Borrower”), the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.  Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement, or if not defined therein, in Article 9 of the Uniform Commercial Code as in effect from time to time in the State of New York (the “UCC”).


 


1.             Amendments.  Please confirm your agreement to effectuate the following amendments to the Credit Agreement, effective as of the date hereof:


 


1.1           Subsidiary Guarantors.  The definition of “Subsidiary Guarantors” in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:


 


““Subsidiary Guarantors” means, collectively, other than any Excluded Entity, (a) each Subsidiary that is set forth on Schedule 1.01(c), (b) each Domestic Subsidiary and (c) each Foreign Subsidiary; provided, that, so long as any Subsidiary is deemed to constitute an “Excluded Subsidiary” hereunder (to the extent set forth in the definition of “Excluded Subsidiaries” in this Section 1.01), such Subsidiary will not be deemed to constitute a “Subsidiary Guarantor.””


 




  





  











  






 


1.2           Term B Loans.  Clause (i) of Section 2.01(b) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:


 


“(i)           Within 10 days following the Restructuring Closing Date, the Singapore Borrower, the Administrative Agent and the Lenders hereby agree that the $27,685,000 principal amount of Permitted  Convertible Notes held by the Persons identified as “Term B Lenders” in Schedule 2.01 (or held by any of their Affiliates or other Approved Funds, as of the Restructuring Closing Date) shall be surrendered to the Company, to be then delivered to the Convertible Notes Trustee for cancellation.  On the Restructuring Closing Date, the Indebtedness outstanding on such Permitted Convertible Notes shall be deemed automatically cancelled in exchange for (x) $28,514,012 principal amount of Term B Loans governed by this Agreement and for all purposes deemed Loans made to the Singapore Borrower hereunder (as part of a Borrowing made on the Restructuring Closing Date), and (y) 36,729,182 shares of Common Stock of the Company, as set forth pursuant to the terms of the Investment Agreement.”


 


1.3           Post-Closing Schedule.   Article VI of the Credit Agreement is hereby amended by adding thereto a new Section 6.18, immediately after the existing Section 6.17, as follows:


 


“6.18       Post-Closing Deliverables.   As promptly as practicable, and in any event within sixty days after the Restructuring Closing Date, deliver all documents, agreements, opinions, instruments or other deliverables set forth in Schedule 6.18 hereto, in each case, in form and substance reasonably satisfactory to the Required Lenders; provided, that, to the extent FRE and its Subsidiaries cannot be joined (the “FRE Joinder”) to that certain (i) Intercompany Indebtedness Subordination Agreement, dated as of February 28, 2008, among the Company and certain of its Subsidiaries and the Administrative Agent (as amended supplemented or otherwise modified from time to time) or (ii) Global Intercompany Note, dated as of February 19, 2009, among the Company and certain of its Subsidiaries (as amended supplemented or otherwise modified from time to time), or, in each case, to any related amendment or other confirmation or reaffirmation thereof, within such sixty-day period, due to delays caused by having to comply with certain notice requirements relating to shareholder votes or independent director actions, the Company shall be permitted to request the Required Lenders’ approval (such approval not to be unreasonably withheld) to extend such sixty-day period by an additional 30 days to effectuate the FRE Joinder (in form and substance reasonably satisfactory to the Required Lenders); provided, further, that without limiting the effect of any applicable provision hereunder or under any other Loan Document (including, without limitation, Section 8.01 hereof), upon the failure to satisfy any of the obligations of this Section 6.18 within the specified time frames set forth herein, the Borrower will be required to immediately pay the Lenders a fee in an amount equal to $500,000, which amount shall be distributed (as a fee, and not as any prepayment or repayment of any portion of the Loans) among the Lenders on a pro rata basis in accordance with such Lenders’ relative share of all Loans outstanding hereunder.”


 




  





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1.4           Schedules and Exhibits.  Pursuant to Section 4.01(a)(vii) of the Credit Agreement, the Schedules and Exhibits attached hereto shall replace entirely the Schedules and Exhibits attached to the Credit Agreement immediately prior to the effectiveness of this Letter Agreement.


 


2.             Grant of Security Interest.


 


2.1           In connection with any Deposit Account, securities account (as “securities account” is defined in Article 8 of the UCC) or other bank account established, maintained and owned by the Singapore Borrower with Bank of America, N.A. or any other financial institution (collectively, the “Accounts”), as security for the payment (when due, whether at stated maturity, by acceleration or otherwise) or performance, as the case may be, in full of the Singapore Borrower’s Secured Obligations, the Singapore Borrower hereby grants to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in all right, title and interest in and to the Accounts and any proceeds (as “proceeds” is defined in Article 9 of the UCC) and products thereof or other money (as “money” is defined in the UCC) or assets therein, whether now owned or at any time hereafter acquired by the Singapore Borrower or in which the Singapore Borrower now has or at any time in the future may acquire any right, title or interest (collectively, the “Account Collateral”).


 


2.2           Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent, for the benefit of the Secured Parties, may exercise (whether with respect to the Account Collateral or otherwise), without notice, any or all of those rights and remedies available to a Secured Party under the UCC or under any other applicable Law when a Debtor is in default under a Security Agreement.


 


2.3           All security interests granted or contemplated hereby shall be for the benefit of the Administrative Agent and the Secured Parties, and all proceeds or payments realized from the Account Collateral in accordance herewith, the UCC or other applicable Laws shall be applied to the payment or other extinguishment of the Secured Obligations in accordance with the terms of the Credit Agreement.


 


3.             This Letter Agreement is designated by the parties hereto to constitute a Loan Document.


 


4.             This Letter Agreement may not be amended or any provision hereof waived or modified except by a writing signed by each of the parties hereto.  The terms of this Letter Agreement shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns.


 




  





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5.             THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


6.             This Letter Agreement shall become effective only when signed by all of the parties hereto in the space provided below.  Delivery of an executed signature page of this Letter Agreement by electronic transmission shall be effective as delivery of a manually executed counterpart hereof.


 


[Remainder of page left blank intentionally]


 




  





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IN WITNESS WHEREOF, the parties hereto have caused this Letter Agreement to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.


 



	  	
PULSE ELECTRONICS CORPORATION


	 	 
	  	
By:

	
/s/ Drew A. Moyer


	  	  	
Name: Drew A. Moyer


	  	  	
Title:   Senior Vice President & Chief Financial Officer














  





 











  






 



PULSE ELECTRONICS (SINGAPORE) PTE LTD


 



The Common Seal of                                                     )



PULSE ELECTRONICS (SINGAPORE) PTE LTD)



was affixed hereunto                                                     )



in the presence of:                                                         )












 



	
By:

	
  /s/ Drew A. Moyer

	  



 



	
Name:

	
Drew A. Moyer

	  
	
Title:

	
Director

	  





 



	
By:

	
  /s/ John A. Houston

	  





 



	
Name:

	
John A. Houston

	  
	
Title:

	
Director & Secretary

	  














  





 











  






 




	
AGREED AND ACCEPTED:


	  	 	  
	
JPMORGAN CHASE BANK, N.A.


	  	 	  
	
By:

	 	 





 


	
Name:

	 	  
	
Title:

	 	  












  





 











  






 



	
AGREED AND ACCEPTED:

	  
	  	  	  
	
OCM PE HOLDINGS, L.P.


	  	  	  
	
By:

	 	  



 



	
Name:

	  	  
	
Title:

	  	  
	  	  	  
	
OAKTREE OPPORTUNITIES FUND VIIIB DELAWARE, L.P.





 



	
By:

	 	  







 



	
Name:

	  	  
	
Title:

	  	  



 



	
OAKTREE VALUE OPPORTUNITIES FUND HOLDINGS, L.P.


	  	  	  
	
By:

	 	  







 


	
Name:

	  	  
	
Title:

	  	  












  





 











  






 



	  	
TECHNITROL SINGAPORE HOLDINGS PTE. LTD.


	  	  	  
	  	
By:

	
  /s/ Drew A. Moyer





 


	  	
Name:

	
Drew A. Moyer


	  	
Title:

	
Director





 



	  	
MCS HOLDINGS, INC.


	  	  	  
	  	
By:

	
  /s/ Drew A. Moyer







 


	  	
Name:

	
Drew A. Moyer


	  	
Title:

	
Director





 



	  	
TRC HOLDINGS, LLC


	  	  	  
	  	
By:

	
  /s/ Drew A. Moyer







 


	  	
Name:

	
Drew A. Moyer


	  	
Title:

	
Authorized Signatory





 



	  	
PULSE ELECTRONICS LIMITED


	  	  	  
	  	
By:

	
  /s/ Drew A. Moyer







 



	  	
Name:

	
Drew A. Moyer


	  	
Title:

	
Director
















  





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ELECTRO CORPORACION MEXICANA S.A.DE C.V.


	  	  	  
	  	
By:

	
  /s/ Drew A. Moyer







 


	  	
Name:

	
Drew A. Moyer


	  	
Title:

	
Special Agent





 



	  	
ELECTRO COMPONENTES MEXICANA S.A. DE C.V.


	  	  	  
	  	
By:

	
  /s/ Drew A. Moyer







 


	  	
Name:

	
Drew A. Moyer


	  	
Title:

	
Special Agent





 



	  	
AMI DODUCO FRANCE S.A.S.


	  	  	  
	  	
By:

	
  /s/ Drew A. Moyer







 


	  	
Name:

	
Drew A. Moyer


	  	
Title:

	
Authorized Signatory





 



	  	
PULSE ITALY S.R.L.


	  	  	  
	  	
By:

	
  /s/ Drew A. Moyer







 


	  	
Name:

	
Drew A. Moyer


	  	
Title:

	
Attorney-In-Fact














  





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PULSE DENMARK APS


	  	  	  
	  	
By:

	
  /s/ Drew A. Moyer





 


	  	
Name:

	
Drew A. Moyer


	  	
Title:

	
Director





 



	  	
PULSE ELECTRONICS (EUROPE) LTD.


	  	  	  
	  	
By:

	
  /s/ Drew A. Moyer





 


	  	
Name:

	
Drew A. Moyer


	  	
Title:

	
Director







 



	  	
PULSE S.A.R.L.


	  	  	  
	  	
By:

	
  /s/ Drew A. Moyer





 


	  	
Name:

	
Drew A. Moyer


	  	
Title:

	
Authorized Signatory







 



	  	
PULSE ELECTRONICS KOREA YH


	  	  	  
	  	
By:

	
  /s/ Michael Kho





 


	  	
Name:

	
Michael Kho


	  	
Title:

	
Managing Director
















  





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PULSE CANADA LTD


	  	  	  
	  	
By:

	
  /s/ Drew A. Moyer





 


	  	
Name:

	
Drew A. Moyer


	  	
Title:

	
President & Secretary





 



	  	
SUINING PULSE ELECTRONICS CO. LTD.


	  	  	  
	  	
By:

	
  /s/ Drew A. Moyer







 


	  	
Name:

	
Drew A. Moyer


	  	
Title:

	
Authorized Signatory





 



	  	
SONION (SUZHOU II) CO. LTD.


	  	  	  
	  	
By:

	
  /s/ Drew A. Moyer







 


	  	
Name:

	
Drew A. Moyer


	  	
Title:

	
Authorized Signatory





 



	  	
PULSE ELECTRONICS (SHENZHEN) CO. LTD.







 



	  	
By:

	
  /s/ Drew A. Moyer





 



	  	
Name:

	
Drew A. Moyer


	  	
Title:

	
Director


















  





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PULSE NEDERLAND B.V.


	  	  	  
	  	
By:

	
  /s/ Drew A. Moyer







 


	  	
Name:

	
Drew A. Moyer


	  	
Title:

	
Director





 




	  	
MIANYANG PULSE ELECTRONICS CO., LTD.


	  	  	  
	  	
By:

	
  /s/ Drew A. Moyer







 


	  	
Name:

	
Drew A. Moyer


	  	
Title:

	
Authorized Signatory







 




	  	
DONGGUAN PULSE ELECTRONICS CO., LTD.


	  	  	  
	  	
By:

	
  /s/ Drew A. Moyer







 


	  	
Name:

	
Drew A. Moyer


	  	
Title:

	
Authorized Signatory







 




	  	
PULSE ELECTRONICS (SINGAPORE) PTE LTD


	  	  	  
	  	
By:

	
  /s/ Drew A. Moyer







 


	  	
Name:

	
Drew A. Moyer


	  	
Title:

	
Director
















  





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AMI DODUCO, INC.


	  	  	  
	  	
By:

	
  /s/ Drew A. Moyer







 


	  	
Name:

	
Drew A. Moyer


	  	
Title:

	
President





 




	  	
KRANTZ COMPUTER, INC.


	  	  	  
	  	
By:

	
  /s/ Drew A. Moyer







 


	  	
Name:

	
Drew A. Moyer


	  	
Title:

	
President







 



	  	
PULSE ELECTRONICS, INC.


	  	  	  
	  	
By:

	
  /s/ Drew A. Moyer







 


	  	
Name:

	
Drew A. Moyer


	  	
Title:

	
Secretary & Treasurer





 



	  	
PULSE COMPONENTS LIMITED


	  	  	  
	  	
By:

	
  /s/ Drew A. Moyer







 


	  	
Name:

	
Drew A. Moyer


	  	
Title:

	
Director














  





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CST ELECTRONICS COMPANY LIMITED


	  	  	  
	  	
By:

	
  /s/ Drew A. Moyer







 


	  	
Name:

	
Drew A. Moyer


	  	
Title:

	
Director





 




	  	
PULSE LK


	  	  	  
	  	
By:

	
  /s/ Drew A. Moyer







 


	  	
Name:

	
Drew A. Moyer


	  	
Title:

	
Director







 



	  	
PULSE MEMS APS


	  	  	  
	  	
By:

	
  /s/ Drew A. Moyer







 


	  	
Name:

	
Drew A. Moyer


	  	
Title:

	
Chief Executive Officer





 



	  	
PULSE HTV APS


	  	  	  
	  	
By:

	
  /s/ Drew A. Moyer







 


	  	
Name:

	
Drew A. Moyer


	  	
Title:

	
Chief Executive Officer









 




  





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AMI DODUCO COMPONENTS B.V.


	  	  	  
	  	
By:

	
  /s/ Drew A. Moyer







 


	  	
Name:

	
Drew A. Moyer


	  	
Title:

	
Director





 




	  	
ROBITUSS PTE LTD


	  	  	  
	  	
By:

	
  /s/ Drew A. Moyer







 


	  	
Name:

	
Drew A. Moyer


	  	
Title:

	
Director







 



	  	
BOOTHBAY PTE LTD


	  	  	  
	  	
By:

	
  /s/ Drew A. Moyer







 


	  	
Name:

	
Drew A. Moyer


	  	
Title:

	
Director





 



	  	
TNL SINGAPORE COMPONENTS HOLDINGS PTE LTD


	  	  	  
	  	
By:

	
  /s/ Drew A. Moyer







 


	  	
Name:

	
Drew A. Moyer


	  	
Title:

	
Director









 




  





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PULSE ELECTRONICS (SINGAPORE) PTE LTD


	  	  	  
	  	
By:

	
  /s/ Drew A. Moyer







 


	  	
Name:

	
Drew A. Moyer


	  	
Title:

	
Director





 




	  	
PULSE FINLAND OY


	  	  	  
	  	
By:

	
  /s/ Drew A. Moyer







 


	  	
Name:

	
Drew A. Moyer


	  	
Title:

	
Director







 



	  	
PULSE HONG KONG LIMITED


	  	  	  
	  	
By:

	
  /s/ Drew A. Moyer







 


	  	
Name:

	
Drew A. Moyer


	  	
Title:

	
Director





 



	  	
TECHNITROL DELAWARE, INC.


	  	  	  
	  	
By:

	
  /s/ Drew A. Moyer







 


	  	
Name:

	
Drew A. Moyer


	  	
Title:

	
President







 











  





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PULSE (SUZHOU) WIRELESS PRODUCTS CO., LTD.


	  	  	  
	  	
By:

	
  /s/ Drew A. Moyer







 


	  	
Name:

	
Drew A. Moyer


	  	
Title:

	
Director





 




	  	
PULSE ELECTRONICS GMBH


	  	  	  
	  	
By:

	
  /s/ Drew A. Moyer







 


	  	
Name:

	
Drew A. Moyer


	  	
Title:

	
Director







 



	  	
PULSE ELEKTRONİK SANAYİ VE TİCARET LİMİTED ŞİRKETİ


	  	  	  
	  	
By:

	
  /s/ Drew A. Moyer







 


	  	
Name:

	
Drew A. Moyer


	  	
Title:

	
Director





 



	  	
PULSE TUNISIA SARL


	  	  	  
	  	
By:

	
  /s/ Drew A. Moyer







 


	  	
Name:

	
Drew A. Moyer


	  	
Title:

	
Manager
















  





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AMI DODUCO NEDERLAND B.V.


	  	  	  
	  	
By:

	
  /s/ Drew A. Moyer







 


	  	
Name:

	
Drew A. Moyer


	  	
Title:

	
Director

















 


 


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