Item 1.01 Entry into a Material Definitive Agreement
On June 25, 2009, Molex Incorporated (the "Company") entered into a credit
agreement (the "Credit Agreement") with a group of lenders, including JPMorgan
Chase Bank, N.A. as Administrative Agent, with an initial aggregate amount of
the lenders' commitments of $195,000,000. On up to two occasions, the Company
may, at its option, seek to increase the total commitments by up to an aggregate
amount of $75,000,000 (resulting in maximum total commitments of $270,000,000).
The Credit Agreement permits loans to the Company and, subject to specified
criteria, foreign subsidiaries of the Company. The Credit Agreement also permits
the issuance of letters of credit on behalf of the Company. The Credit Agreement
is unsecured and repayable on maturity in June of 2012.
The obligations of the Company and any subsidiary borrower under the Credit
Agreement are guaranteed by substantially all of the Company's domestic
subsidiaries. In addition, the obligations of any subsidiary borrower under the
Credit Agreement would be guaranteed by the Company.
Loans under the Credit Agreement bear interest at either LIBOR or a base rate
plus, in each case, a spread determined by the Company's leverage ratio. In
addition, the Company is required to pay certain fees under the Credit
Agreement, including commitment fees and letter of credit fees.
The Credit Agreement contains customary covenants, including covenants limiting
liens, debt, substantial asset sales and mergers. Most of these restrictions are
subject to minimum thresholds and exceptions. The Credit Agreement also contains
financial covenants that require the Company to:
(i) maintain a ratio of (a) EBITDA minus capital expenditures to (b) total
interest expense of not less than 1.50:1.00;
(ii) maintain a ratio of total debt to EBITDA of not more than 2.25:1.00; and
(iii) maintain cash and cash equivalents plus unused commitments under the
Credit Agreement of not less than $300,000,000.
In addition, the Credit Agreement has customary events of default, including
(subject to certain materiality thresholds and grace periods) payment default,
failure to comply with covenants, material inaccuracy of representation or
warranty, bankruptcy or insolvency proceedings, change of control and
cross-default to other debt agreements.
Cautionary Statement Regarding Forward-Looking Statements:
Forward-looking statements made in this Current Report on Form 8-K, reflect the
company's current views with respect to future events and performance and are
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Such statements involve risks and uncertainties, which may
cause actual results to differ materially from those set forth in these
statements. The company's performance is also subject to factors identified in
the company's other filings with the Securities and Exchange Commission. Readers
are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the dates on which they are made. The company undertakes
no obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
The information described above under Item 1.01 is incorporated herein by
reference.
The description herein is qualified in its entirety by the Credit Agreement
filed as an exhibit hereto.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit 10.1 Credit Agreement dated as June 24, 2009 among Molex
Incorporated, JPMorgan Chase Bank, N.A and the lenders thereto.