Attached files
file | filename |
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EX-21 - EX-21 - MOLEX INC | c59474exv21.htm |
EX-23 - EX-23 - MOLEX INC | c59474exv23.htm |
EX-32.2 - EX-32.2 - MOLEX INC | c59474exv32w2.htm |
EX-31.1 - EX-31.1 - MOLEX INC | c59474exv31w1.htm |
EX-32.1 - EX-32.1 - MOLEX INC | c59474exv32w1.htm |
EX-31.2 - EX-31.2 - MOLEX INC | c59474exv31w2.htm |
10-K - FORM 10-K - MOLEX INC | c59474e10vk.htm |
Exhibit 10.19
July 30, 2010
JPMorgan Chase Bank, N.A., as Administrative
Agent under the Credit Agreement referred to
below, and to each Lender under and as
defined in such Credit Agreement
10 South Dearborn Street, Floor 7
Chicago, IL 60603
Agent under the Credit Agreement referred to
below, and to each Lender under and as
defined in such Credit Agreement
10 South Dearborn Street, Floor 7
Chicago, IL 60603
Attn: Nanette Wilson
Re: | Molex Japan Unauthorized Liabilities |
Ladies/Gentlemen:
Please refer to the Credit Agreement dated as of June 24, 2009 (as amended, the Credit
Agreement) among Molex Incorporated (the Company), the Subsidiary Borrowers from
time to time party thereto, various financial institutions and JPMorgan Chase Bank, N.A., as
Administrative Agent (in such capacity, the Administrative Agent). Capitalized terms
used but not defined herein have the meanings specified in the Credit Agreement.
As previously disclosed to the Lenders, the Company has discovered that an unauthorized
individual may have obtained up to 15,000,000,000 yen (the Dollar Equivalent of approximately
$165,000,000) in loans from Japanese banks in the name of Molex Japan Co. Ltd (the
Unauthorized Liabilities). The Company and its legal advisors have undertaken an
investigation of the events and circumstances related to the Unauthorized Liabilities and the
possible theft of funds from Molex Japan (collectively the Molex Japan Events). Pending
completion of such investigation, the Company anticipates that it will include some or all of the
Unauthorized Liabilities as other liabilities (or a similar line item) on its current and certain
historical financial statements.
In order to ensure continued availability under the Credit Agreement while the Company
completes its investigation of the Molex Japan Events, the Company requests that the Lenders waive
any Default that has arisen or might arise under the Credit Agreement as a result of any inaccuracy
in the Companys representations and warranties in (i) Section 3.04(a) regarding its financial
statements for the periods ended June 30, 2007, June 30, 2008 or March 31, 2009, (ii)
Section 3.04(b) regarding the absence of a material adverse change since June 30, 2008 and
(iii) Section 3.11 with respect to the disclosures made by the Company prior to the Effective Date,
in each case to the extent arising solely as a result of the Unauthorized Liabilities.
The Company represents and warrants that:
The Administrative Agent and the Lenders
under the Molex Credit Agreement
July 30, 2010
Page 2
under the Molex Credit Agreement
July 30, 2010
Page 2
(i) After giving effect to the waivers contemplated hereby, each of the representations
and warranties contained in the Credit Agreement 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 is true and correct in all respects)
on and as of 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 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 is true and correct in all respects) with respect to or as of such
specific earlier date).
(ii) After giving effect to the waivers contemplated hereby, no Default has occurred
and is continuing.
The waivers set forth above are limited strictly to the precise terms thereof and shall not
constitute (i) a waiver of or consent to any breach of any Section of the Credit Agreement referred
to above arising out of any event or circumstance other than the Molex Japan Events or (ii) a
waiver or amendment of any other provision of the Credit Agreement or any other Loan Document.
This letter agreement shall become effective when (i) the Administrative Agent has received
counterparts hereof signed by the Company and the Required Lenders (it being understood that
delivery to the Administrative Agent of a counterpart hereof, or signature page hereto, by
facsimile or in a .pdf or similar file shall be effective as delivery of an original,
manually-signed counterpart). The provisions of Sections 9.03, 9.09, 9.10 and 9.12 of the Credit
Agreement are incorporated herein by reference as if fully set forth herein, mutatis
mutandis.
Very truly yours, | ||||||
MOLEX INCORPORATED | ||||||
By | ||||||
Name: David D. Johnson | ||||||
Title: Executive Vice President, Treasurer and | ||||||
Chief Financial Officer |
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Accepted and Agreed:
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION, individually and as Administrative Agent
ASSOCIATION, individually and as Administrative Agent
By
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Name: | ||||
Title: | ||||
STANDARD CHARTERED BANK
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By
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Name: | ||||
Title: | ||||
By
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Name: | ||||
Title: | ||||
THE NORTHERN TRUST COMPANY | ||||
By
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Name: | ||||
Title: | ||||
HSBC BANK USA, NATIONAL ASSOCIATION | ||||
By
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Name: | ||||
Title: | ||||
THE ROYAL BANK OF SCOTLAND, PLC | ||||
By
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Name: | ||||
Title: |
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