EXHIBIT 4.11
AMENDMENT NO. 1 TO CREDIT AGREEMENT
AMENDMENT NO. 1 TO CREDIT AGREEMENT (this "AMENDMENT"), dated
as of June 30, 2003, among Sanmina-SCI Corporation, a Delaware corporation
("COMPANY"), each of the Guarantors listed on the signature pages hereto (the
"GUARANTORS"), the Lenders party hereto, Goldman Sachs Credit Partners L.P., as
Administrative Agent (in such capacity, "ADMINISTRATIVE AGENT"), and LaSalle
Business Credit, LLC (as successor by merger to LaSalle Business Credit, Inc.),
as Collateral Agent (in such capacity, "COLLATERAL AGENT").
RECITALS
WHEREAS, Company, the Guarantors, the Lenders, Goldman Sachs
Credit Partners L.P., as Lead Arranger, Sole Book Runner, as Syndication Agent
and as Administrative Agent, and LaSalle Business Credit, LLC (as successor by
merger to LaSalle Business Credit, Inc.), as Collateral Agent and as
Documentation Agent, entered into the Credit and Guaranty Agreement dated as of
December 23, 2002 (as amended, restated, supplemented or otherwise modified from
time to time, the "CREDIT AGREEMENT");
WHEREAS, Company desires to provide for certain amendments and
limited waivers specified herein to be effective as of the date hereof, subject
to satisfaction of each of the conditions precedent specified herein; and
WHEREAS, Company, the Guarantors, the Requisite Lenders,
Administrative Agent and Collateral Agent have agreed to amend the Credit
Agreement and waive certain provisions of the Credit Agreement and the Pledge
and Security Agreement, in each case as provided herein.
NOW, THEREFORE, in consideration of the premises made
hereunder, and for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:
Section 1. Definitions. Unless otherwise expressly defined
herein, all capitalized terms used herein and defined in the Credit Agreement
shall be used herein as so defined. Unless otherwise expressly stated herein,
all Section and Article references herein shall refer to Sections and Articles
of the Credit Agreement.
Section 2. Amendment to Definitions.
(a) Clause (v) of the definition of "Permitted
Acquisition" in Section 1.1 is hereby deleted in its entirety and replaced with
the following:
"(v) until the Convertibles Trigger Event has occurred:
(A) the consideration for any Permitted Acquisition or series of
related Permitted Acquisitions shall not exceed $25.0 million
individually (including any series of related transactions) (excluding
consideration constituting Acquisition Equity and, in the case of the
acquisition of the target identified to Administrative Agent and the
Lenders during a telephone conference on June 17, 2003, excluding
consideration constituting earn-outs paid in any Fiscal Year following
the Fiscal Year during which such acquisition occurs) and (B) for the
term of this Agreement, the aggregate consideration for all Permitted
Acquisitions shall not
exceed $150.0 million in the aggregate from the Closing Date to the
date of determination (excluding consideration constituting Acquisition
Equity); provided that consideration constituting earn-outs shall for
purposes of determining compliance with Section 6.9(e) be deemed
consideration during the Fiscal Year in which such earn-outs are
actually paid;"
(b) The definition of "Permitted Convertible
Securities Refinancing Conditions" in Section 1.1 is hereby deleted in its
entirety and replaced with the following:
"PERMITTED CONVERTIBLE SECURITIES REFINANCING CONDITIONS"
means, with respect to any refinancing, purchase, redemption, exchange
or other principal or premium payment in respect of, as applicable, the
Convertible Securities, each of the following: (a) in the case of any
incurrence of Indebtedness in connection with any of the foregoing,
such incurrence may occur at any time following, and/or not more than
180 days prior to, the purchase, redemption, exchange or other
principal or premium payment in respect of the Convertible Securities,
and the terms of any new Indebtedness issued to refinance, purchase,
redeem or exchange or otherwise make principal or premium payments in
respect of the Convertible Securities must (i) provide for a stated
maturity of any principal payment (including any amortization payments)
no earlier than 181 days after the final maturity date of the Loans,
(ii) contain covenants and events of default that, taken as a whole,
are no less favorable to the obligors thereon or to the Lenders than
the Senior Secured Notes as in effect on the Closing Date (determined
in good faith by the board of directors of Company), (iii) not exceed
in a principal amount the Indebtedness being refinanced and (iv) be
unsecured (excluding Indebtedness, having a principal amount not to
exceed $500.0 million in the aggregate, secured by Liens which are
junior and subordinate in all respects to all Liens securing the
Obligations on terms that, taken as a whole, are no less favorable to
the obligors thereon or to the Lenders than the Senior Secured Notes,
as in effect on the Closing Date (determined in good faith by the board
of directors of Company)); (b) on a pro forma basis, adjusting for such
refinancing, purchase, redemption, exchange or other principal or
premium payment, as applicable, the Unencumbered Cash and Available
Credit must be at least $500.0 million; and (c) no Default or Event of
Default has occurred and is continuing or would result from such
refinancing, purchase, redemption, exchange or other principal or
premium payment, as applicable."
Section 3. Amendment to Section 5.12. Section 5.12 is
hereby amended by deleting the phrase "(as reflected on the balance sheet of
Company and its Subsidiaries)" contained therein and replacing such phrase with
the following: "(as reflected on the balance sheet of Company and its
Subsidiaries and net of Cash and Cash Equivalents of Company and its Domestic
Subsidiaries in an aggregate amount not to exceed $500.0 million)".
Section 4. Amendment to Section 6.2. Section 6.2(q) is
hereby amended by deleting the amount "$50.0 million" contained therein and
replacing such amount with "$75.0 million".
Section 5. Amendments to Section 6.7.
(a) Section 6.7 is hereby amended to renumber
clause (p) thereof as clause (r) thereof, and to add a new clause (p) thereto to
read as follows:
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"(p) equity Investments in Foreign Subsidiaries
to the minimum extent required to comply with the local minimum capitalization
requirements of foreign jurisdictions, in an amount not to exceed (i) $175.0
million in the aggregate during the Fiscal Year ending September 27, 2003, and
(ii) $350.0 million in the aggregate during the term of this Agreement, of which
amount no more than $100.0 million in the aggregate during the term of this
Agreement of such equity Investments may be made in Foreign Subsidiaries that
are not First Tier Foreign Subsidiaries; provided that (x) any such equity
Investments may be effected pursuant to conversions of Intercompany Indebtedness
existing as of June __, 2003 between Company and Foreign Subsidiaries or between
Foreign Subsidiaries permitted hereunder or may be effected pursuant to
conversions of new Intercompany Indebtedness between Company and Foreign
Subsidiaries or between Foreign Subsidiaries (permitted hereunder and incurred
after June __, 2003 in connection with Permitted Acquisitions or Permitted
Program Acquisitions), (y) equity Investments made in cash shall not exceed
$100.0 million in the aggregate during the term of this Agreement, and (z)
equity Investments made in cash (in addition to the amounts permitted under the
foregoing clause (y)) may be made so long as the proceeds thereof are used
promptly after receipt to repay Intercompany Indebtedness referred to in clause
(x) above in lieu of the conversions permitted under such clause (x) if such
conversions are not permitted by the applicable foreign jurisdiction;"
(b) Section 6.7 is hereby amended to add a new
clause (q) thereto to read as follows:
"(q) equity Investments in Subsidiaries solely to the
extent made to effect transactions permitted pursuant to Section 6.9(d) hereof;
and"
(c) Section 6.7 is hereby amended by adding the
following sentence immediately following the final sentence thereof:
"For purposes of determining compliance with the provisions of this
Section 6.7, equity Investments made by Company or any of its
Subsidiaries (the "contributor") in any Subsidiary that are effected
pursuant to one or more equity contributions made contemporaneously or
in prompt succession by the contributor and/or any of its Subsidiaries
shall be deemed one Investment by the contributor."
Section 6. Amendment to Section 6.8(c). The table in
Section 6.8(c) is hereby amended by deleting the amount "$100.0 million"
contained therein for Fiscal Year 2003 and replacing such amount with "$150.0
million".
Section 7. Amendments to Section 6.9.
(a) Section 6.9(d) is hereby deleted in its
entirety and replaced with the following:
"(d) any Foreign Subsidiary of Company may be merged with
or into any other Foreign Subsidiary or be liquidated, wound up or
dissolved, or all or any part of its business, property or assets may
be conveyed, sold, leased, transferred or otherwise disposed of, in one
transaction or a series of transactions, (i) in the case of a Foreign
Subsidiary that is a First Tier Foreign Subsidiary (other than First
Tier Foreign Subsidiaries having assets with a book value not in excess
of $25.0 million in the aggregate during the term of this Agreement),
to any other First Tier Foreign Subsidiary,
3
Company or any Guarantor, and (ii) in the case of any other Foreign
Subsidiary not provided for in clause (i) above, to any other Foreign
Subsidiary, Company or Guarantor (either directly or indirectly,
including through any First Tier Foreign Subsidiary, pursuant to
transactions occurring contemporaneously or in prompt succession
involving another Subsidiary of Company); provided, in the case of such
a merger involving a First Tier Foreign Subsidiary (except as
specifically permitted in the foregoing clause (i)), a First Tier
Foreign Subsidiary shall be the continuing or surviving Person;"
(b) Section 6.9(e) is hereby amended by deleting
the phrase "in any Fiscal Year shall not exceed $125.0 million" contained
therein and replacing such phrase with the following: "shall not exceed $150.0
million in Fiscal Year 2003 or $125.0 million in any other Fiscal Year".
Section 8. Amendment to Section 6.10. Section 6.10 is
hereby amended by deleting the phrase "Except for any sale of all of its
interests in the Capital Stock of any of its Subsidiaries in compliance with the
provisions of Section 6.9" at the beginning of such section and replacing such
phrase with the following: "Except for any sale of all of its interests in the
Capital Stock of any of its Subsidiaries in compliance with the provisions of
Section 6.9, except for any sale, assignment, transfer or other disposition of
its interests in compliance with the provisions of Section 6.9(a) or Section
6.9(d)".
Section 9. Waivers Regarding AET Holland C.V. Company has
informed Administrative Agent and Collateral Agent that, in connection with the
formation of a Domestic Subsidiary ("AET HoldCo") to directly hold a portion
(80%) of the ownership interests in AET Holland C.V., Company requests limited
waivers as follows: (a) a waiver of clauses (a) and (b) of the first sentence of
Section 5.10 solely to the extent such clauses would apply to AET HoldCo, (b) a
waiver of Section 6.7 solely to the extent required to permit SCI Systems, Inc.
to transfer its interest in AET Holland C.V. to AET HoldCo by way of a capital
contribution, (c) a waiver of the provisions of the Pledge and Security
Agreement (including, without limitation, Section 2.1 and Section 4.4(a)
thereof) solely to the extent provided in the foregoing clause (a) and to the
extent such provisions require or provide for a security interest in and lien on
in excess of 65% of the voting power of all classes of capital stock of AET
HoldCo entitled to vote, and (d) a waiver of the provisions of the Pledge and
Security Agreement solely to the extent such provisions require or provide for a
security interest in and lien on the equity interests in AET Holland C.V.;
provided that, promptly upon formation of AET HoldCo and the transfer of
interests in AET Holland C.V. to AET HoldCo, Company shall cause the applicable
Domestic Subsidiary that holds ownership interest in AET HoldCo to take all of
the actions referred to in the second sentence of Section 5.10 of the Credit
Agreement to the extent necessary to grant and to perfect a First Priority Lien
under the Pledge and Security Agreement in favor of Collateral Agent, for the
benefit of Secured Parties, in 65% of the voting power of all classes of capital
stock of AET HoldCo entitled to vote. At the request of Company, the undersigned
Lenders, constituting Requisite Lenders under the Credit Agreement, hereby agree
to the limited waivers and consents specified in this Section 9, and hereby
authorize each of Administrative Agent and Collateral Agent to enter into such
documentation acceptable to each of them in order to effectuate the foregoing.
Section 10. Waiver Regarding Permitted Acquisition. Company
has informed Administrative Agent that, in connection with the acquisition
referred to in Section 2(a) of this Amendment, Company requests a limited waiver
of the provisions of clause (iv) of the definition of "Permitted Acquisition"
contained in Section 1.1 to the extent such provision requires delivery of all
relevant financial information with respect to assets acquired in connection
with such
4
acquisition to Administrative Agent at least ten (10) Business Days prior to
such proposed acquisition; provided that, Company shall deliver all such
relevant financial information no later than the date of consummation of the
acquisition referred to above in this Section 10. At the request of Company, the
undersigned Lenders, constituting Requisite Lenders under the Credit Agreement,
hereby agree to the limited waiver specified in this Section 10.
Section 11. Conditions Precedent. This Amendment shall
become effective upon satisfaction of each of the following conditions
precedent:
(a) Administrative Agent shall have received all
of the following, in form and substance satisfactory to Administrative Agent:
(i) Amendment Documents. This Amendment
and each other instrument, document or certificate required by
Administrative Agent or Collateral Agent to be executed or delivered by
Company or any other Person in connection with this Amendment, duly
executed by such Persons;
(ii) Consent of Requisite Lenders. The
execution of this Amendment by the Requisite Lenders; and
(iii) Additional Information. Such
additional documents, instruments and information as Administrative
Agent may reasonably request to effect the transactions contemplated
hereby.
(b) Administrative Agent shall have received
payment by Company of: (i) an amendment fee, payable to Administrative Agent for
the account of each consenting Lender, in an amount equal to 0.125% times the
principal amount of each such Lender's outstanding Loans and (ii) all costs and
expenses due and payable hereunder, including any costs and expenses payable
under Section 15 of this Amendment.
(c) The representations and warranties contained
herein and in the Credit Agreement shall be true and correct in all material
respects as of the date hereof as if made on the date hereof (except for those
which by their terms specifically refer to an earlier date, in which case such
representations and warranties shall be true and correct in all material
respects as of such earlier date).
(d) All corporate proceedings taken in
connection with the execution and delivery of this Amendment and all other
agreements, documents and instruments executed and/or delivered pursuant hereto,
and all legal matters incident thereto, shall be reasonably satisfactory to
Administrative Agent.
(e) No Default or Event of Default shall have
occurred and be continuing after giving effect to this Amendment.
Section 12. Representations and Warranties. Company hereby
represents and warrants to Administrative Agent, Collateral Agent and the
Lenders that, as of the date hereof and after giving effect to this Amendment,
(a) all representations and warranties set forth in the Credit Agreement and in
any other Credit Document are true and correct in all material respects as if
made again on and as of such date (except those, if any, which by their terms
specifically relate only to an earlier date, in which case such representations
and warranties are true and correct in all material respects as of such earlier
date), (b) no Default or Event of Default has occurred and
5
is continuing, and (c) the Credit Agreement (as amended by this Amendment), and
all other Credit Documents are and remain legal, valid, binding and enforceable
obligations in accordance with the terms thereof except as may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to
or limiting creditors' rights generally or by equitable principles (regardless
of whether enforcement is sought in equity or at law).
Section 13. Survival of Representations and Warranties. All
representations and warranties made in this Amendment or any other Credit
Document shall survive the execution and delivery of this Amendment and the
other Credit Documents, and no investigation by Administrative Agent or the
Lenders, shall affect the representations and warranties or the right of
Administrative Agent and the Lenders to rely upon them. If any representation or
warranty made in this Amendment is false in any material respect, then such
shall constitute an Event of Default under the Credit Agreement.
Section 14. Reference to Agreement. Each of the Credit
Documents, including the Credit Agreement, and any and all other agreements,
documents or instruments now or hereafter executed and/or delivered pursuant to
the terms hereof or pursuant to the terms of the Credit Agreement as amended
hereby, are hereby amended so that any reference in such Credit Documents to the
Credit Agreement, whether direct or indirect, shall mean a reference to the
Credit Agreement as amended hereby. This Amendment shall constitute a Credit
Document under the Credit Agreement.
Section 15. Costs and Expenses. Company shall pay on demand
all reasonable costs and expenses of Administrative Agent (including the
reasonable fees, costs and expenses of counsel to Administrative Agent) incurred
in connection with the preparation, execution and delivery of this Amendment.
Section 16. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (INCLUDING
SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK).
Section 17. Execution. This Amendment may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement. Delivery of an
executed counterpart of a signature page to this Amendment by telecopier shall
be effective as delivery of a manually executed counterpart of this Amendment.
Section 18. Limited Effect. This Amendment relates only to
the specific matters expressly covered herein, shall not be considered to be a
waiver of any rights or remedies any Lender may have under the Credit Agreement
or under any other Credit Document, and shall not be considered to create a
course of dealing or to otherwise obligate in any respect any Lender to execute
similar or other amendments or grant any waivers under the same or similar or
other circumstances in the future.
Section 19. Ratification By Guarantors. Each of the
Guarantors acknowledges that its consent to this Amendment is not required, but
each of the undersigned nevertheless does hereby agree and consent to this
Amendment and to the documents and agreements referred to herein. Each of the
Guarantors agrees and acknowledges that (i) notwithstanding the effectiveness of
this Amendment, such Guarantor's Guaranty shall remain in full force and effect
without
6
modification thereto and (ii) nothing herein shall in any way limit any of the
terms or provisions of such Guarantor's Guaranty or any other Credit Document
executed by such Guarantor (as the same may be amended from time to time), all
of which are hereby ratified, confirmed and affirmed in all respects. Each of
the Guarantors hereby agrees and acknowledges that no other agreement,
instrument, consent or document shall be required to give effect to this Section
19. Each of the Guarantors hereby further acknowledges that Company,
Administrative Agent, Collateral Agent and any Lender may from time to time
enter into any further amendments, modifications, terminations and/or waivers of
any provision of the Credit Documents without notice to or consent from such
Guarantor and without affecting the validity or enforceability of such
Guarantor's Guaranty or giving rise to any reduction, limitation, impairment,
discharge or termination of such Guarantor's Guaranty.
[signature pages follow]
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized,
as of the date first above written.
SANMINA-SCI CORPORATION
By: /s/ Rick R. Ackel
--------------------------------------
Name: Rick R. Ackel
Title: EVP and Chief Financial Officer
S-1
Amendment No. 1 Signature Page
Acknowledged and Agreed to by each of the Guarantors:
COMPATIBLE MEMORY, INC.
ESSEX ACQUISITION SUBSIDIARY, INC.
HADCO CORPORATION
HADCO SANTA CLARA, INC.
INTERAGENCY, INC.
INTERWORKS COMPUTER PRODUCTS
MANU-TRONICS, INC.
MOOSE ACQUISITION SUBSIDIARY, INC.
SANMINA CANADA HOLDINGS, INC.
SANMINA ENCLOSURE SYSTEMS USA, INC.
SANMINA-SCI SYSTEMS (ALABAMA) INC.
SANMINA-SCI SYSTEMS ENCLOSURES, LLC
SCI ENCLOSURES (DENTON), INC.
SCI HOLDINGS, INC.
SCI SYSTEMS, INC.
SCI TECHNOLOGY, INC.
SCIMEX, INC.
VIKING COMPONENTS INCORPORATED
All By: /s/ Rick R. Ackel
--------------------------------------
Name: Rick R. Ackel
Title: EVP and Chief Financial Officer
S-2
Amendment No. 1 Signature Page
SCI PLANT NO. 2, L.L.C.
SCI PLANT NO. 3, L.L.C.
SCI PLANT NO. 4, L.L.C.
SCI PLANT NO. 5, L.L.C.
SCI PLANT NO. 27, L.L.C.
SCI PLANT NO. 30, L.L.C.
All by:
SANMINA-SCI SYSTEMS (ALABAMA) INC.,
their Sole Member
By: /s/ Rick R. Ackel
--------------------------------------
Name: Rick R. Ackel
Title: EVP and Chief Financial Officer
S-3
Amendment No. 1 Signature Page
SCI PLANT NO. 12, L.L.C.
SCI PLANT NO. 22, L.L.C.
All by:
SCI TECHNOLOGY, INC.,
their Sole Member
By: /s/ Rick R. Ackel
--------------------------------------
Name: Rick R. Ackel
Title: EVP and Chief Financial Officer
S-4
Amendment No. 1 Signature Page
SANMINA GENERAL, L.L.C.
SANMINA LIMITED, L.L.C.
SANMINA-SCI, LLC
All by:
SANMINA-SCI CORPORATION,
their Sole Member
By: /s/ Rick R. Ackel
--------------------------------------
Name: Rick R. Ackel
Title: EVP and Chief Financial Officer
S-5
Amendment No. 1 Signature Page
SANMINA TEXAS, L.P.
By: SANMINA GENERAL, L.L.C.,
Its General Partner
By: SANMINA-SCI CORPORATION,
Its Sole Member
By: /s/ Rick R. Ackel
--------------------------------------
Name: Rick R. Ackel
Title: EVP and Chief Financial Officer
S-6
Amendment No. 1 Signature Page
GOLDMAN SACHS CREDIT PARTNERS L.P.,
as Administrative Agent and a Lender
By: /s/ Stephen B. King
---------------------------------
Authorized Signatory
S-7
Amendment No. 1 Signature Page
LASALLE BUSINESS CREDIT, LLC (as successor by
merger to LaSalle Business Credit, Inc.),
as Collateral Agent and a Lender
By: /s/ Susan Hamilton
-----------------------------------------
Name: Susan Hamilton
Title: AVP
Amendment No. 1 Signature Page
Franklin Floating Rate Trust
----------------------------,
as a Lender
Franklin Floating Rate Master Series,
as a Lender
Franklin Floating Rate Daily Access Fund,
as a Lender
Franklin CLO II, Limited,
as a Lender
Franklin CLO III, Limited,
as a Lender
Franklin CLO IV, Limited,
as a Lender
By: /s/ Richard D'Addario
-----------------------------
Name: Richard D'Addario
Title: Senior Vice President
CSAM Funding I
----------------------------
as a Lender
By: /s/ Andrew H. Marshak
-----------------------------
Name: Andrew H. Marshak
Title: Authorized Signatory
CSAM Funding II
----------------------------
as a Lender
By: /s/ Andrew H. Marshak
-----------------------------
Name: Andrew H. Marshak
Title: Authorized Signatory
Atrium CDO
----------------------------
as a Lender
By: /s/ Andrew H. Marshak
-----------------------------
Name: Andrew H. Marshak
Title: Authorized Signatory
Sanmina Amendment No. 1 Signature Page
First Dominion Funding I
----------------------------
as a Lender
By: /s/ Andrew H. Marshak
-----------------------------
Name: Andrew H. Marshak
Title: Authorized Signatory
First Dominion Funding II
----------------------------
as a Lender
By: /s/ Andrew H. Marshak
-----------------------------
Name: Andrew H. Marshak
Title: Authorized Signatory
Toronto Dominion (New York), Inc.
--------------------------
as a Lender
By: /s/ Gwen Zirkle
-----------------------------
Name: Gwen Zirkle
Title: Vice President
VENTURE II CDO 2002, LIMITED
By its investment advisor, Barclays Bank PLC,
New York Branch
---------------------------
as a Lender
By: /s/ Michael G. Regan
-----------------------------
Name: Michael G. Regan
Title: Director
Sanmina Amendment No. 1 Signature Page
VENTURE CDO 2002, LIMITED
By its investment advisor, Barclays
Capital Asset Management Limited,
By its sub-advisor, Barclays Bank PLC
New York Branch
_______________________________________,
as a Lender
By: /s/ Michael G. Regan
-----------------------------------
Name: Michael G. Regan
Title: Director
General Electric Capital Corporation,
-------------------------------------
as a Lender
By: /s/ ROBERT M. KADLICK
-----------------------------
Name: ROBERT M. KADLICK
Title: DULY AUTHORIZED SIGNATORY
STEIN ROE FLOATING RATE
LIMITED LIABILITY COMPANY
By: Columbia Management Advisors, Inc.
(f/k/a Stein Roe & Farnham Incorporated),
As Advisor
-------------------------------,
as a Lender
By: /s/ James R. Fellows
---------------------------------------------
Name: James R. Fellows
Title: Sr. Vice President & Portfolio Manager
LIBERTY FLOATING RATE
ADVANTAGE FUND
By: Columbia Management Advisors, Inc.
(f/k/a Stein Roe & Farnham Incorporated),
As Advisor
____________________________________,
as a Lender
By: /s/ James R. Fellows
---------------------------------------------
Name: James R. Fellows
Title: Sr. Vice President & Portfolio Manager
Sanmina Amendment No. 1 Signature Page
STEIN ROE & FARNHAM CLO I LTD.
By: Columbia Management Advisors, Inc.
(f/k/a Stein Roe & Farnham Incorporated),
As Portfolio Manager
------------------------------------,
as a Lender
By: /s/ James R. Fellows
---------------------------------------------
Name: James R. Fellows
Title: Sr. Vice President & Portfolio Manager
AURUM CLO 2002-1 LTD.
By: Columbia Management Advisors, Inc.
(f/k/a Stein Roe & Farnham Incorporated),
As Investment Manager
------------------------------------,
as a Lender
By: /s/ James R. Fellows
---------------------------------------------
Name: James R. Fellows
Title: Sr. Vice President & Portfolio Manager
AERIES FINANCE-II LTD.
By: INVESCO Senior Secured Management, Inc.
As Sub-Managing Agent
By: /s/ Joseph Rotondo
------------------------------
Name: Joseph Rotondo
Title: Authorized Signatory
AVALON CAPITAL LTD.
By: INVESCO Senior Secured Management, Inc.
As Portfolio Advisor
By: /s/ Joseph Rotondo
------------------------------
Name: Joseph Rotondo
Title: Authorized Signatory
Sanmina Amendment No. 1 Signature Page
AVALON CAPITAL LTD. 2
By: INVESCO Senior Secured Management, Inc.
As Portfolio Advisor
By: /s/ Joseph Rotondo
--------------------------------------
Name: Joseph Rotondo
Title: Authorized Signatory
CHARTER VIEW PORTFOLIO
By: INVESCO Senior Secured Management, Inc.
As Investment Advisor
By: /s/ Joseph Rotondo
--------------------------------------
Name: Joseph Rotondo
Title: Authorized Signatory
OASIS COLLATERALIZED HIGH INCOME PORTFOLIOS-1,
LTD.
By: INVESCO Senior Secured Management, Inc.
As Subadvisor
By: /s/ Joseph Rotondo
--------------------------------------
Name: Joseph Rotondo
Title: Authorized Signatory
INVESCO EUROPEAN CDO I S.A.
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager
By: /s/ Joseph Rotondo
--------------------------------------
Name: Joseph Rotondo
Title: Authorized Signatory
Sanmina Amendment No. 1 Signature Page
SEQUILS-LIBERTY, LTD.
By: INVESCO Senior Secured Management, Inc.
As Collateral Manager
By: /s/ Joseph Rotondo
--------------------------------------
Name: Joseph Rotondo
Title: Authorized Signatory
SARATOGA CLO I, LIMITED
By: INVESCO Senior Secured Management, Inc.
As Asset Manager
By: /s/ Joseph Rotondo
--------------------------------------
Name: Joseph Rotondo
Title: Authorized Signatory
ENDURANCE CLO I, LTD.
c/o: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ GORDON R. COOK
--------------------------------------
Name: GORDON R. COOK
Title: MANAGING DIRECTOR
ARCHIMEDES FUNDING IV (CAYMAN), LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ GORDON R. COOK
--------------------------------------
Name: GORDON R. COOK
Title: MANAGING DIRECTOR
Sanmina Amendment No. 1 Signature Page
BALANCED HIGH-YIELD FUND II, LTD.
By: ING Capital Advisors LLC,
as Asset Manager
By: /s/ GORDON R. COOK
--------------------------------------
Name: GORDON R. COOK
Title: MANAGING DIRECTOR
SEQUILS-ING I (HBDGM), LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ GORDON R. COOK
--------------------------------------
Name: GORDON R. COOK
Title: MANAGING DIRECTOR
NEMEAN CLO, LTD.
By: ING Capital Advisors LLC,
as Investment Manager
By: /s/ GORDON R. COOK
--------------------------------------
Name: GORDON R. COOK
Title: MANAGING DIRECTOR
ING-ORYX CLO, LTD.
By: ING Capital Advisors LLC,
as Collateral Manager
By: /s/ GORDON R. COOK
--------------------------------------
Name: GORDON R. COOK
Title: MANAGING DIRECTOR
Sanmina Amendment No. 1 Signature Page
MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY,
as a Lender
By: David L. Babson & Company Inc. as
Investment Adviser
By: /s/ David P. Wells, CFA
--------------------------------------
Name: David P. Wells, CFA
Title: Managing Director
APEX (IDM) CDO I, LTD.,
as a Lender
By: David L. Babson & Company Inc. as
Collateral Manager
By: /s/ David P. Wells, CFA
--------------------------------------
Name: David P. Wells, CFA
Title: Managing Director
BABSON CLO LTD. 2003-I,
as a Lender
By: David L. Babson & Company Inc. as
Manager
By: /s/ David P. Wells, CFA
--------------------------------------
Name: David P. Wells, CFA
Title: Managing Director
ELC (CAYMAN) LTD.
as a Lender
By: David L. Babson & Company Inc. as
Collateral Manager
By: /s/ David P. Wells, CFA
--------------------------------------
Name: David P. Wells, CFA
Title: Managing Director
Sanmina Amendment No. 1 Signature Page
ELC (CAYMAN) LTD. CDO SERIES 1999-I,
as a Lender
By: David L. Babson & Company Inc. as
Collateral Manager
By: /s/ David P. Wells, CFA
--------------------------------------
Name: David P. Wells, CFA
Title: Managing Director
ELC (CAYMAN) LTD. 1999-II,
as a Lender
By: David L. Babson & Company Inc. as
Collateral Manager
By: /s/ David P. Wells, CFA
--------------------------------------
Name: David P. Wells, CFA
Title: Managing Director
ELC(CAYMAN) LTD. 1999-III,
as a Lender
By: David L. Babson & Company Inc. as
Collateral Manager
By: /s/ David P. Wells, CFA
--------------------------------------
Name: David P. Wells, CFA
Title: Managing Director
ELC (CAYMAN) LTD. 2000-I,
as a Lender
By: David L. Babson & Company Inc. as
Collateral Manager
By: /s/ David P. Wells, CFA
--------------------------------------
Name: David P. Wells, CFA
Title: Managing Director
Sanmina Amendment No. 1 Signature Page
BILL & MELINDA GATES FOUNDATION,
as a Lender
By: David L. Babson & Company Inc. as
Investment Adviser
By: /s/ David P. Wells, CFA
-------------------------
Name: David P. Wells, CFA
Title: Managing Director
MAPLEWOOD (CAYMAN) LIMITED,
as a Lender
By: David L. Babson & Company Inc. under
delegated authority from Massachusetts Mutual
Life Insurance Company as Investment Manager
By: /s/ David P. Wells, CFA
-------------------------
Name: David P. Wells, CFA
Title: Managing Director
TRYON CLO LTD. 2000-I,
as a Lender
By: David L. Babson & Company Inc. as
Collateral Manager
By: /s/ David P. Well, CFA
-------------------------
Name: David P. Wells, CFA
Title: Managing Director
CARLYLE HIGH YIELD PARTNERS IV, LTD.
as a Lender
By: /s/ LINDA PACE
-----------------------
Name: LINDA PACE
Title: PRINCIPAL
Sanmina Amendment No. 1 Signature Page
CARLYLE HIGH YIELD PARTNERS III, LTD.
-------------------------------------
as a Lender
By: /s/ LINDA PACE
-----------------------
Name: LINDA PACE
Title: PRINCIPAL
CARLYLE HIGH YIELD PARTNERS, L.P.
---------------------------------
as a Lender
By: /s/ LINDA PACE
-----------------------
Name: LINDA PACE
Title: PRINCIPAL
KATONAH III, LTD.
-----------------
as a Lender
By: /s/ RALPH DELLA ROCCA
-----------------------
Name: RALPH DELLA ROCCA
Title: Authorized Officer
Katonah Capital, L.L.C.
As Manager
KATONAH IV, LTD.
----------------
as a Lender
By: /s/ RALPH DELLA ROCCA
-----------------------
Name: RALPH DELLA ROCCA
Title: Authorized Officer
Katonah Capital, L.L.C.
As Manager
Sanmina Amendment No. 1 Signature Page
NUVEEN SENIOR INCOME FUND, as a
Lender
By: Symphony Asset Management LLC
By: /s/ Lenny Mason
----------------------
Name: Lenny Mason
Title: Portfolio Manager
KZH RIVERSIDE LLC
By: /s/ DORIAN HERRERA
-----------------------
Name: DORIAN HERRERA
Title: AUTHORIZED AGENT
KZH SOLEIL LLC
By: /s/ DORIAN HERRERA
-----------------------
Name: DORIAN HERRERA
Title: AUTHORIZED AGENT
KZH SOLEIL-2 LLC
By: /s/ DORIAN HERRERA
-----------------------
Name: DORIAN HERRERA
Title: AUTHORIZED AGENT
Sanmina Amendment No. 1 Signature Page
AG Capital Funding Partners, L.P.
By: Angelo, Gordon & Co., L.P., as Investment Advisor
By: /s/ John W. Fraser
------------------------
Name: John W. Fraser
Title: Managing Director
Northwoods Capital, Limited
By: Angelo, Gordon & Co., L.P., as Collateral Manager
By: /s/ John W. Fraser
------------------------
Name: John W. Fraser
Title: Managing Director
Northwoods Capital II, Limited
By: Angelo, Gordon & Co., L.P., as Collateral Manager
By: /s/ John W. Fraser
------------------------
Name: John W. Fraser
Title: Managing Director
Northwoods Capital III, Limited
By: Angelo, Gordon & Co., L.P., as Collateral Manager
By: /s/ John W. Fraser
------------------------
Name: John W. Fraser
Title: Managing Director
Sanmina Amendment No. 1 Signature Page
Fidelity Summer Street Trust:
Fidelity Capital & Income Fund
_____________________________,
as a Lender
By: /s/ Francis V. KNOX JR.
--------------------------------------
Name: Francis V. KNOX JR.
Title: Assistant Treasurer
Fidelity Advisor Series II: Fidelity Advisor
Floating Rate High Income Fund
______________________________________,
as a Lender
By: /s/ Francis V. KNOX JR.
--------------------------------------
Name: Francis V. KNOX JR.
Title: Assistant Treasurer
BALLYROCK CDO I Limited, By: BALLYROCK Investment Advisors LLC, as Collateral
Manager
_______________________,
as a Lender
By: /s/ Lisa Rymut
--------------------------------------
Name: Lisa Rymut
Title: Assistant Treasurer
WINDSOR LOAN FUNDING, LIMITED
BY: STANFIELD CAPITAL PARTNERS LLC
AS ITS INVESTMENT MANAGER
_________________________,
as a Lender
By: /s/ Christopher E. Jansen
--------------------------------------
Name: Christopher E. Jansen
Title: Managing Partner
Sanmina Amendment No. 1 Signature Page
HAMILTON CDO, LTD.
BY: STANFIELD CAPITAL
PARTNERS LLC
AS ITS COLLATERAL MANAGER
______________________________________,
as a Lender
By: /s/ Christopher E. Jansen
---------------------------------
Name: Christopher E. Jansen
Title: Managing Partner
STANFIELD ARBITRAGE CDO, LTD.
BY: STANFIELD CAPITAL PARTNERS LLC
AS ITS COLLATERAL MANAGER
______________________________________,
as a Lender
By: /s/ Christopher E. Jansen
----------------------------------
Name: Christopher E. Jansen
Title: Managing Partner
STANFIELD CLO LTD.
BY: STANFIELD CAPITAL PARTNERS LLC
AS ITS COLLATERAL MANAGER
______________________________________,
as a Lender
By: /s/ Christopher E. Jansen
----------------------------------
Name: Christopher E. Jansen
Title: Managing Partner
STANFIELD/RMF TRANSATLANTIC CDO LTD.
BY: STANFIELD CAPITAL PARTNERS LLC
AS ITS COLLATERAL MANAGER
______________________________________,
as a Lender
By: /s/ Christopher E. Jansen
----------------------------------
Name: Christopher E. Jansen
Title: Managing Partner
Sanmina Amendment No. 1 Signature Page
STANFIELD CARRERA CLO, LTD.
BY: STANFIELD CAPITAL PARTNERS LLC
AS ITS ASSET MANAGER
_______________________________________,
as a Lender
By: /s/ Christopher E. Jansen
----------------------------------
Name: Christopher E. Jansen
Title: Managing Partner
Ares IV CLO LTD.
By: Ares CLO Management IV, L.P.
Investment Manager
By: Ares CLO GP IV, LLC
Its Managing Member
By: /s/ [ILLEGIBLE]
----------------------------------
Name:
Title:
Ares VII CLO Ltd.
By: Ares CLO Management VII, L.P.,
Investment Manager
By: Ares CLO GP VII, LLC,
Its General Partner
By: /s/ [ILLEGIBLE]
----------------------------------
Name:
Title:
1888 FUND, LTD.
_______________________________________,
as a Lender
By: /s/ Kaitlin Trinh
-----------------------------------
Name: Kaitlin Trinh
Title: Fund Controller
Sanmina Amendment No. 1 Signature Page
Galaxy CLO 2003-1 Ltd.,
By: CIBC Inc., as Agent
as a Lender
By: /s/ JOHN LIVINGSTON
------------------------------------
Name: JOHN LIVINGSTON
Title: AUTHORIZED SIGNATORY
Galaxy CLO 1999-1, Ltd.,
as a Lender
By: /s/ Steven S. Oh
------------------------------------
Name: Steven S. Oh
Title: Managing Director
SunAmerica Life Insurance Company,
as a Lender
By: /s/ Steven S. Oh
------------------------------------
Name: Steven S. Oh
Title: Managing Director
Nomura Bond & Loan Fund
----------------------------------------
as a Lender
By: /s/ Elizabeth Maclean
------------------------------------
Name: Elizabeth Maclean
Title: Director
Sanmina Amendment No. 1 Signature Page
Clydsdale CLO 2001-1, Ltd.
----------------------------------------
as a Lender
By: /s/ Elizabeth MacLean
------------------------------------
Name: Elizabeth MacLean
Title: Director
Black Diamond International Funding, Ltd.
By /s/ Alan Corkish
------------------------------------
Name: Alan Corkish
Title: Director
Galaxy CLO 1999-1, Ltd.,
as a Lender
By: /s/ [ILLEGIBLE]
------------------------------------
Name:
Title:
HARBOUR TOWN FUNDING LLC,
as a Lender
By: /s/ DIANA M. HIMES
------------------------------------
Name: DIANA M. HIMES
Title: ASSISTANT VICE PRESIDENT
Sanmina Amendment No. 1 Signature Page
THE FOOTHILL GROUP, INC.,
-------------------------
as a Lender
By: /s/ SEAN DIXON
----------------------------------------
Name: SEAN DIXON
Title: VICE PRESIDENT
Sankaty Advisors, LLC as Collateral
Manager for CASTLE HILL I-INGOTS, LTD.,
as Term Lender
By: /s/ DIANE J. EXTER
----------------------------------------
Name: DIANE J. EXTER
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
Sankaty Advisors, LLC as Collateral
Manager for CASTLE HILL II-INGOTS, LTD.,
as Term Lender
By: /s/ DIANE J. EXTER
----------------------------------------
Name: DIANE J. EXTER
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
Sankaty Advisors, LLC as Collateral
Manager for GREAT POINT CLO 1999-1
LTD., as Term Lender
By: /s/ DIANE J. EXTER
----------------------------------------
Name: DIANE J. EXTER
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
Sanmina Amendment No. 1 Signature Page
SANKATY HIGH YIELD PARTNERS II, L.P.
By: /s/ DIANE J. EXTER
----------------------------------------
Name: DIANE J. EXTER
Title: MANAGING DIRECTOR
PORTFOLIO MANAGER
Long Lane Master Trust IV
By Fleet National Bank as Trust
Administrator, as a Lender
By: /s/ DARCEY BARTEL
----------------------------------------
Name: DARCEY BARTEL
Title: DIRECTOR
Dryden High Yield CDO 2001-I
By: Prudential Investment Management, Inc.,
as Collateral Manager
-------------------------
as a Lender
By: /s/ [ILLEGIBLE]
----------------------------------------
Name: [ILLEGIBLE]
Title: Vice President
Dryden Leveraged Loan CDO 2002-II
By: Prudential Investment Management, Inc.,
as Collateral Manager
-------------------------,
as a Lender
By: /s/ [ILLEGIBLE]
----------------------------------------
Name: [ILLEGIBLE]
Title: Vice President
Sanmina Amendment No. 1 Signature Page
Dryden III Leveraged Loan CDO 2002
By: Prudential Investment Management, Inc.,
as Collateral Manager,
-------------------------------
as a Lender
By: /s/ [ILLEGIBLE]
-----------------------
Name: [ILLEGIBLE]
Title: Vice President
The Prudential Insurance Company of America
By: Prudential Investment Management, Inc.,
as Investment Advisor,
-------------------------------
as a Lender
By: /s/ [ILLEGIBLE]
-----------------------
Name: [ILLEGIBLE]
Title: Vice President
OPPENEIMER SENIOR FLOATING RATE FUND,
as a Lender
By: /s/ Bill Campbell
-----------------------
Name: Bill Campbell
Title: Manager
HARBOURVIEW CLO IV, LTD.,
as a Lender
By: /s/ Bill Campbell
-----------------------
Name: Bill Campbell
Title: Manager
Sanmina Amendment No. 1 Signature Page
HARBOURVIEW CLO V, LTD.,
as a Lender
By: /s/ Bill Campbell
------------------------------------
Name: Bill Campbell
Title: Manager
BALLYROCK CDO I Limited, By: BALLYROCK
Investment Advisors LLC, as Collateral
Manager.
________________________________________,
as a Lender
By: /s/ Lisa Rymut
------------------------------------
Name: Lisa Rymut
Title: Assistant Treasurer
Fidelity Summer Street Trust:
Fidelity Capital & Income Fund
________________________________________,
as a Lender
By: /s/ Francis V. KNOX JR.
---------------------------
Name: Fnancis V. KNOX JR.
Title: Assistant Treasurer
Fidelity Advisor Series II: Fidelity Advisor
Floating Rate High Income Fund
________________________________________,
as a Lender
By: /s/ Francis V. KNOX JR.
------------------------------------
Name: Francis V. KNOX. JR.
Title: Assistant Treasurer
Sanmina Amendment No.1 Signature Page
GoldenTree Loan Opportunities I, Limited
By: GoldenTree Asset Management, LP
as a Lender
By: /s/ Frederick S. Haddad
---------------------------------
Name: Frederick S. Haddad
Title: Portfolio Manager
SRF 2000, INC.,
as a Lender
By: /s/ DIANA M. HIMES
---------------------------------
Name: DIANA M. HIMES
Title: ASSISTANT VICE PRESIDENT
STANWICH LOAN FUNDING LLC,
as a Lender
By: /s/ DIANA M. HIMES
---------------------------------
Name: DIANA M. HIMES
Title: ASSISTANT VICE PRESIDENT
Galaxy CLO 2003-1 Ltd.,
By: CIBC Inc., as Agent
as a Lender
By: /s/ JOHN LIVINGSTON
---------------------------------
Name: JOHN LIVINGSTON
Title: AUTHORIZED SIGNATORY
Sanmina Amendment No. 1 Signature Page
Denali Capital LLC, managing member of
DC Funding Partners, portfolio manager for
DENALI CAPITAL CLO I, LTD., or an
affiliate
____________________,
as a Lender
By: /s/ JOHN P. THACKER
---------------------------------
Name: JOHN P. THACKER
Title: CHIEF CREDIT OFFICER
_____Sierra CLO I_____,
as a Lender
By: /s/ John M. Casparian
---------------------------------
Name: John M. Casparian
Title: Chief Operating Officer,
Centre Pacific Manager
Sanmina Amendment No. 1 Signature Page