Legal Proceedings
EX-10.48.1 9 f86269exv10w48w1.txt EXHIBIT 10.48.1 EXHIBIT 10.48.1 FIRST AMENDMENT TO THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT This First Amendment to Third Amended and Restated Receivables Purchase Agreement, dated as of August 13, 2002 (this "Amendment"), is among SCI FUNDING, INC. ("Seller"), SCI TECHNOLOGY, INC. ("SCI"), SANMINA-SCI CORPORATION ("Guarantor"), the Purchasers party hereto (the "Purchasers"), and BANK OF AMERICA, National Association, a national banking association, as administrative agent for the Purchasers ("Administrative Agent"). Background 1. Seller, SCI, Guarantor, Purchasers and the Administrative Agent are parties to that certain Third Amended and Restated Receivables Purchase Agreement, dated as of July 31, 2002 (the "Receivables Purchase Agreement"). 2. The parties hereto desire to amend the Receivables Purchase Agreement in certain respects as set forth herein. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows. SECTION 1. Definitions. Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings assigned thereto in the Receivables Purchase Agreement. SECTION 2. Amendments to Receivables Purchase Agreement. Effective as of the Effective Date, the Receivables Purchase Agreement is hereby amended as follows: 2.1. The second sentence of Section 8.01(c) of the Receivables Purchase Agreement is hereby amended in its entirety as follows: The Servicer hereby designates Sanmina-SCI Corporation, and Sanmina-SCI Corporation hereby accepts such designation, as subservicer with respect to all Receivables originated by Sanmina-SCI Corporation, Hadco Corporation, and Manu-tronics, Inc. 2.2. Schedule 6.01(k) to the Receivables Purchase Agreement is amended to add the locations set forth in Schedule I hereto. 2.3. Schedule 6.01(l) to the Receivables Purchase Agreement is amended to add the accounts and Lock-Box Banks set forth in Schedule II hereto. 2.4. Section 5.03 of the Receivables Purchase Agreement is hereby amended to replace the phrase "14 days" therein with the phrase "28 days". SECTION 3. Conditions Precedent. This Amendment shall become effective as of the date (the "Effective Date") when the Administrative Agent shall have received counterpart signatures of all parties to this Amendment. SECTION 4. Miscellaneous. The Receivables Purchase Agreement, as amended hereby, remains in full force and effect. Any reference to the Receivables Purchase Agreement from and after the date hereof shall be deemed to refer to the Receivables Purchase Agreement as amended hereby, unless otherwise expressly stated. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of New York. This Amendment may be executed in any number of counterparts, and by the different parties hereto on separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Seller, SCI and Guarantor, jointly and severally, agree to pay on demand all costs and expenses, including all reasonable attorneys' fees and disbursements, actually incurred by the Administrative Agent in connection with the negotiation, preparation, execution or delivery of this Amendment. SECTION 5. No Waiver. The execution, delivery and effectiveness of the Amendment shall not operate as a waiver of any right, power or remedy of any Purchaser or the Administrative Agent under the Receivables Purchase Agreement or any other document, instrument or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein, except as specifically set forth herein. SECTION 6. Reaffirmation of Guarantee. Without limiting the generality of the foregoing, the Guarantor hereby reaffirms all of its obligations under the guarantee set forth in Article XIV of the Receivables Purchase Agreement, both before and after giving effect to the Amendment and such guarantee is hereby ratified and confirmed. 2 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective duly authorized officers as of the date first above written. QUINCY CAPITAL CORPORATION, as a Conduit Purchaser By /s/ ---------------------------------------- Title: Vice President AMSTERDAM FUNDING CORPORATION, as a Conduit Purchaser By /s/ ---------------------------------------- Title Vice President ----------------------------------- BANK OF AMERICA, NATIONAL ASSOCIATION, as the Administrative Agent By /s/ William Van Beek ---------------------------------------- Title William Van Beek, Principal ----------------------------------- BANK OF AMERICA, NATIONAL ASSOCIATION, as a Bank Purchaser By /s/ William Van Beek ---------------------------------------- Title William Van Beek, Principal ----------------------------------- S-1 ABN AMRO BANK N.V., as a Bank Purchaser By /s/ Patricia Luken ---------------------------------------- Title GVP ----------------------------------- By /s/ Nancy C. Beebe ---------------------------------------- Title GVP ----------------------------------- SCI FUNDING, INC. By: /s/ Walter Boileau --------------------------------------- Title VP and Treasurer ----------------------------------- SCI TECHNOLOGY, INC. By: /s/ Walter Boileau --------------------------------------- Title VP and Treasurer ----------------------------------- SANMINA-SCI CORPORATION By: /s/ Walter Boileau --------------------------------------- Title VP and Treasurer S-2 Schedule I HADCO CORPORATION (*AS OF THE ADDITION OF HADCO CORPORATION AS AN ORIGINATOR) 2700 North First Street San Jose, CA 95134 5050 S. 36th Street Phoenix, AZ 85040 425 El Camino Real Santa Clara, CA 95050 78 Hangar Way Watsonville, CA 95076 46 Rogers Road Ward Hill, MA 01835 12A Manor Parkway Salem, NH 03079 1200 Taylor Road Owego, NY 13827 15508 Bratton Lane Austin, TX 78728 MANU-TRONICS, INC. (*AS OF THE ADDITION OF MANU-TRONICS, INC. AS AN ORIGINATOR) 2700 N. First Street San Jose, CA 95134 8701 100th Street Pleasant Prairie, WI 53142 Schedule II
- ------------------------ * as of the addition of Hadco Corporation as an Originator
