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/
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Title: Vice President
AMSTERDAM FUNDING CORPORATION,
as a Conduit Purchaser
By /s/
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Title Vice President
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BANK OF AMERICA, NATIONAL ASSOCIATION,
as the Administrative Agent
By /s/ William Van Beek
----------------------------------------
Title William Van Beek, Principal
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BANK OF AMERICA, NATIONAL
ASSOCIATION, as a Bank Purchaser
By /s/ William Van Beek
----------------------------------------
Title William Van Beek, Principal
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S-1
ABN AMRO BANK N.V.,
as a Bank Purchaser
By /s/ Patricia Luken
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Title GVP
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By /s/ Nancy C. Beebe
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Title GVP
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SCI FUNDING, INC.
By: /s/ Walter Boileau
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Title VP and Treasurer
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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
Lockbox Number Lockbox Agreement
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Bank One, N.A.* 730368 5598788
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* as of the addition of Hadco Corporation as an Originator