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EXHIBIT 10.01
AMENDMENT TO CREDIT AGREEMENT
THIS AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of June
15, 2000, is entered into by and among:
(1) FLEXTRONICS INTERNATIONAL USA, INC., a California
corporation, and The DII Group, Inc., a Delaware corporation (together,
"Borrowers");
(2) Each of the financial institutions currently listed in
Schedule I to the Credit Agreement referred to in Recital A below
(collectively, the "Lenders"); and
(3) ABN AMRO BANK N.V., as agent for the Lenders (in such
capacity, "Agent").
RECITALS
A. Borrowers, the Lenders, Agent, Fleet National Bank, as
documentation agent for Lenders, Bank of America, National Association
and Citicorp USA, Inc., as managing agents, and The Bank of Nova
Scotia, as co-agent, are parties to a Credit Agreement dated as of
April 3, 2000 (the "Credit Agreement").
B. Borrowers have requested the Lenders and Agent to amend
the Credit Agreement in certain respects.
C. The Lenders executing this Amendment and Agent are
willing so to amend the Credit Agreement and to provide such consent
upon the terms and subject to the conditions set forth below.
AGREEMENT
NOW, THEREFORE, in consideration of the above recitals and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Borrowers, the Lenders and Agent hereby agree as follows:
1. DEFINITIONS, INTERPRETATION. All capitalized terms defined above and
elsewhere in this Amendment shall be used herein as so defined. Unless otherwise
defined herein, all other capitalized terms used herein shall have the
respective meanings given to those terms in the Credit Agreement, as amended by
this Amendment. The rules of construction set forth in Section I of the Credit
Agreement shall, to the extent not inconsistent with the terms of this
Amendment, apply to this Amendment and are hereby incorporated by reference.
2. AMENDMENTS TO CREDIT AGREEMENT. Subject to the satisfaction of the
conditions set forth in paragraph 4 below, the Credit Agreement is hereby
amended as follows:
(a) Paragraph 5.02(a) is amended by changing clause (iv)
thereof to read in its entirety as follows:
(iv) Indebtedness of any Borrower to any other Borrower,
FIL or any
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Eligible Material Subsidiary or Indebtedness of any Eligible
Material Subsidiary to any Borrower, FIL or any other Eligible
Material Subsidiary, in each case to the extent otherwise
permitted pursuant to Subparagraph 5.02(e) and Subparagraph
5.02(i); and
(b) Paragraph 5.02(b) is amended by changing clause (i)
thereof to read in its entirety as follows:
(i) Liens that secure only Indebtedness which constitutes
Permitted Indebtedness under clause (ii), (iii), (iv) or (v)
of Subparagraph 5.02(a);
(c) Paragraph 5.02(f) is amended by adding a new clause (iii)
to read in its entirety as follows:
(iii) Either Borrower may pay dividends to or repurchase
its capital stock from such Borrower's parent.
3. REPRESENTATIONS AND WARRANTIES. Borrowers hereby represents
and warrants to Agent and the Lenders that the following are true and correct on
the date of this Amendment and that, after giving effect to the amendments set
forth in paragraph 2, the following will be true and correct on the Effective
Date (as defined below):
(a) The representations and warranties of Borrowers set forth
in Paragraph 4.01 of the Credit Agreement and in the other Credit
Documents are true and correct in all material respects;
(b) No Default or Event of Default has occurred and is
continuing; and
(c) Each of the Credit Documents is in full force and effect.
(Without limiting the scope of the term "Credit Documents," Borrowers expressly
acknowledge in making the representations and warranties set forth in this
paragraph 3 that, on and after the date hereof, such term includes this
Amendment.)
4. EFFECTIVE DATE. The amendments effected by paragraph 2 above
shall become effective on June 15, 2000 (the "Effective Date"), subject to
receipt by Agent and the Lenders on or prior to the Effective Date of the
following, each in form and substance satisfactory to Agent, the Required
Lenders and their respective counsel:
(a) This Amendment duly executed by Borrowers and the
Required Lenders; and
(b) Such other evidence as Agent or any Lender may reasonably
request to establish the accuracy and completeness of the
representations and warranties and the compliance with the terms and
conditions contained in this Amendment and the other Credit Documents.
5. EFFECT OF THIS AMENDMENT. On and after the Effective Date, each
reference in
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the Credit Agreement and the other Credit Documents to the Credit Agreement
shall mean the Credit Agreement as amended hereby. Except as specifically
amended above, (a) the Credit Agreement and the other Credit Documents shall
remain in full force and effect and are hereby ratified and confirmed and (b)
the execution, delivery and effectiveness of this Amendment shall not, except as
expressly provided herein, operate as a waiver of any right, power, or remedy of
the Lenders or Agent, nor constitute a waiver of any provision of the Credit
Agreement or any other Credit Document.
6. MISCELLANEOUS.
(a) Counterparts. This Amendment may be executed in any
number of identical counterparts, any set of which signed by all the
parties hereto shall be deemed to constitute a complete, executed
original for all purposes.
(b) Headings. Headings in this Amendment are for convenience
of reference only and are not part of the substance hereof.
(c) Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of California
without reference to conflicts of law rules.
[The signature pages follow.]
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IN WITNESS WHEREOF, Borrowers, Agent and the Lenders executing this
Amendment have caused this Amendment to be executed as of the day and year first
above written.
BORROWER: FLEXTRONICS INTERNATIONAL USA, INC.
By:_________________________________
Name:____________________________
Title:___________________________
BORROWER: THE DII GROUP, INC.
By:_________________________________
Name:____________________________
Title:___________________________
AGENT: ABN AMRO BANK, N.V.
By:_________________________________
Name:____________________________
Title:___________________________
By:_________________________________
Name:____________________________
Title:___________________________
LENDERS: ABN AMRO BANK, N.V.,
By:_________________________________
Name:____________________________
Title:___________________________
By:_________________________________
Name:____________________________
Title:___________________________
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FLEET NATIONAL BANK
By:_________________________________
Name:____________________________
Title:___________________________
By:_________________________________
Name:____________________________
Title:___________________________
BANK OF AMERICA, NATIONAL
ASSOCIATION
By:_________________________________
Name:____________________________
Title:___________________________
By:_________________________________
Name:____________________________
Title:___________________________
CITICORP USA, INC.
By:_________________________________
Name:____________________________
Title:___________________________
By:_________________________________
Name:____________________________
Title:___________________________
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THE BANK OF NOVA SCOTIA
By:_________________________________
Name:____________________________
Title:___________________________
By:_________________________________
Name:____________________________
Title:___________________________
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