EXHIBIT 10.23
AMENDMENT NO. 7
Dated as of May 8, 2002
to
RECEIVABLES PURCHASE AGREEMENT
Dated as of August 10, 2000
THIS AMENDMENT NO. 7 dated as of May 8, 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 may 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 condition precedent set forth in
Section 2 below, Exhibit I of the RPA is hereby amended by deleting the date
"May 8, 2002" occurring in the definition of "Liquidity Termination Date"
contained therein and replacing it with the date "May 7, 2003".
SECTION 2. Conditions Precedent. This Amendment shall become
effective as of the date first above written, upon receipt by the Agent of (a)
four (4) copies of this Amendment duly executed by each of the Seller, the
Sub-Servicer, the Financial Institutions, Falcon and the Agent and (b) an
amendment and renewal fee from the Seller of $50,000.
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 represents 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 a 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 costs and out-of-pocket expenses of the Agent and
Falcon in connection with the preparation, execution, delivery and
administration of this Amendment, including without limitation, reasonable fees
and out-of-pocket expenses of legal counsel for Falcon and the Agent.
2
IN WITNESS WHEREOF, this Amendment has been duly executed as
of the day and year first above written.
JABIL CIRCUIT FINANCIAL, INC., as Seller
and Servicer
By: /s/ Jonathan Taylor
--------------------------------------
Name: Jonathan Taylor
Title: Vice President
JABIL CIRCUIT, INC., as Sub-Servicer
By: /s/ Forbes Alexander
--------------------------------------
Name: Forbes Alexander
Title: Treasurer
FALCON ASSET SECURITIZATION CORPORATION
By: /s/ Sherri Gerner
--------------------------------------
Name: Sherri Gerner
------------------------------------
Title: Authorized Signatory
BANK ONE, NA (Main Office Chicago), as a
Financial Institution and as Agent
By: /s/ Sherri Gerner
--------------------------------------
Name: Sherri Gerner
------------------------------------
Title: Authorized Signatory