EXHIBIT 10.22
AMENDMENT NO. 6
Dated as of February 21, 2002
to
RECEIVABLES PURCHASE AGREEMENT
Dated as of August 10, 2000
THIS AMENDMENT NO. 6 dated as of February 21, 2002
("Amendment") is entered into by and among Jabil Circuit Financial, Inc., a
Delaware corporation (the "Seller"), Jabil Circuit, Inc., a Delaware corporation
(the "Sub-Servicer"), the financial institutions party hereto (the "Financial
Institutions"), Falcon Asset Securitization Corporation ("Falcon") and Bank One,
NA (Main Office Chicago), as Agent (the "Agent"). Capitalized terms used herein
and not otherwise defined herein shall have the meanings ascribed to them in the
RPA, as defined below.
PRELIMINARY STATEMENTS
A. The Seller, the Sub-Servicer, the Financial
Institutions, Falcon and the Agent are parties to that certain Receivables
Purchase Agreement dated as of August 10, 2000 (as the same has been amended
prior to the date hereof and ma be further amended, restated, supplemented or
otherwise modified from time to time, the "RPA").
B. The parties hereto have agreed to amend the RPA on
the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises set forth
above, and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Seller, the Sub-Servicer, the Purchasers and
the Agent agree as follows:
SECTION 1. Amendment to the RPA. Effective as of the date
hereof, subject to the satisfaction of the conditions precedent set
forth in Section 2 below, Schedule D to the RPA is hereby amended to
delete the phrase "Receivables for which the Obligor is CISCO Systems,
Inc." and to replace such phrase with the word "None."
SECTION 2. Conditions Precedent. This Amendment shall become
effective as of the date first above written, upon receipt by the
Agent of:
(i) four (4) copies of this Amendment duly executed by
each of the Seller, the Sub-Servicer, the Purchasers and the Agent:
(ii) each of the documents set forth on Schedule I hereto.
SECTION 3. Covenants, Representations and Warranties of the
Seller and the Sub-Servicer.
3.1 Upon the effectiveness of this Amendment, each of the
Seller (individually and in its capacity as Servicer) and the
Sub-Servicer hereby reaffirms all
covenants, representations and warranties made by it, to the extent the same
are not amended hereby, in the RPA, as amended, and agrees that all such
covenants, representations and warranties shall be deemed to have been re-made
as of the effective date of this Amendment.
3.2 Each of the Seller (individually and in its capacity as Servicer) and
the Sub-Servicer hereby represent and warrants, (i) that this Amendment
constitutes the legal, valid and binding obligation of such Person enforceable
against such Person in accordance with its terms, except as enforceability may
be limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting the enforcement of creditors' rights generally and general
principles of equity which may limit the availability of equitable remedies and
(ii) upon the effectiveness of this Amendment, no Amortization Event or
Potential Amortization Event has occurred or is continuing.
SECTION 4. Reference to the Effect on the RPA.
4.1 Upon the effectiveness of this Amendment, each reference in the RPA
to "this Agreement," "hereunder," "hereof," "herein," "hereby" or words of like
import shall mean and be reference to the RPA as amended hereby, and each
reference to the RPA in any other document, instrument or agreement executed
and/or delivered in connection with the RPA shall mean and be a reference to
the RPA as amended hereby.
4.2 Except as specifically amended hereby, the RPA and the other
documents, instruments and agreements executed and/or delivered in connection
therewith shall remain in full force and effect and are hereby ratified and
confirmed.
4.3 The execution, delivery and effectiveness of this Amendment shall not
operate as a waiver of any right, power or remedy of the Purchasers or the
Agent under the RPA or any of the other Transaction Documents, nor constitute a
waiver of any provision contained therein, except as specifically set forth
herein.
SECTION 5. Headings. Section headings in the Amendment are included
herein for convenience of reference only and shall not constitute part of this
Amendment for any other purpose.
SECTION 6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF
LAW PROVISIONS) AND DECISIONS OF THE STATE OF ILLINOIS.
SECTION 7. Counterparts. This Amendment may be executed by one or more
of the parties to this Amendment on any number of separate counterparts and all
of said counterparts taken together shall be deemed to constitute one and the
same instrument.
SECTION 8. Fees and Expenses. The Seller hereby confirms its agreement
to pay on demand all reasonable costs and expenses in connection with the
preparation, execution and delivery of this Amendment and any of the other
instruments, documents and agreements to be executed and/or delivered in
connection herewith, including without limitation, the reasonable fees and
out-of-pocket expenses of counsel to the Agent.
IN WITNESS WHEREOF, this Amendment has been duly executed as of the day
and year first above written.
JABIL CIRCUIT FINANCIAL, INC.
By: /s/ Jonathan E. Taylor
-----------------------------------
Name: Jonathan E. Taylor
Title: Vice President
JABIL CIRCUIT, INC.
By: /s/ Forbes Alexander
-----------------------------------
Name: Forbes Alexander
Title: Treasurer
FALCON ASSET SECURITIZATION CORPORATION
By: /s/ Elizabeth R. Cohen
-----------------------------------
Name: Elizabeth R. Cohen
Title: Authorized Signatory
BANK ONE, NA (Main Office Chicago), as
a Financial Institution and as Agent
By: /s/ Elizabeth R. Cohen
-----------------------------------
Name: Elizabeth R. Cohen
Title: Authorized Signatory
Signature Page to Amendment No. 6
SCHEDULE 1
CONDITIONS PRECEDENT
1. Amendment No. 6 to Receivables Purchase Agreement
2. Amendment No. 2 to Receivable Sales Agreement
3. Evidence of filing and effectiveness of UCC-3 termination statement with
respect to the CISCO Receivables and evidence of termination of the related
agreement pursuant to which CISCO was granted a security interest