Exhibit 10.5
[Pemstar Letterhead]
May 10, 2002
Smithfield Fiduciary LLC
c/o Highbridge Capital management, LLC
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Citadel Equity Fund Ltd.
c/o Citadel Investment Group, L.L.C.
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Gentlemen:
Reference is made to the letter agreement, dated as of May 8, 2002 (the
"Letter Agreement"), by and among Pemstar, Inc. (the "Company") and Smithfield
Fiduciary LLC and Citadel Equity Fund Ltd. (each, a "Buyer," and together the
"Buyers") and to the Securities Purchase Agreement (the "Purchase Agreement"),
dated as of May 3, 2002, by and among the Company and the Buyers. Capitalized
terms used but not otherwise defined herein shall have the respective meanings
ascribed to such terms in the Purchase Agreement.
In consideration of the premises and the covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company hereby agrees that (i) at or before 8:30 a.m.,
New York Time, on May 13, 2002, the Company shall file a Current Report on Form
8-K with the SEC disclosing the terms of the Amendment No. 4, dated May 10,
2002, to the Amended and Restated Revolving Credit Agreement, dated June 29,
2001, between IBM Credit Corporation, the Company, Turtle Mountain Corporation
and Pemstar Pacific Consultants Inc. (the "Amendment No. 4") and the terms of
the Letter Agreement and this agreement, and including the Amendment No. 4, the
Letter Agreement, the form of warrant referred to in the Letter Agreement, the
registration rights agreement referred to in clause (ii) of the last sentence of
the Letter Agreement and this agreement as exhibits to such Form 8-K and (ii) on
and as of the date of this agreement the Company is deemed to make to each Buyer
such representations and warranties (subject to the exception relating to
Section 3(l) of the Purchase Agreement set forth in the officer's certificate,
dated May 10, 2002, delivered pursuant to Section 7(a)(vii) of the Purchase
Agreement) and to make and covenant to each Buyer such agreements and covenants
relating to the Warrants (as defined in the Letter Agreement), the Underlying
Shares (as defined in the Letter Agreement) and the registration rights
agreement (referred to in clause (ii) of the last sentence of the Letter
Agreement) as if the Warrants (as defined in the Letter Agreement) were issued
pursuant to the Purchase Agreement, the Underlying Shares (as defined in the
Letter Agreement) were "Warrant Shares" (as defined in the Purchase Agreement)
and such registration rights agreement were the "Registration Rights Agreement"
(as defined in the Purchase Agreement) as such representations, warranties,
covenants and agreements were made as of the Initial Closing Date (as defined in
the Purchase Agreement).
Please indicate your agreement to the foregoing by executing the
acknowledgment below.
Sincerely yours,
PEMSTAR, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Vice President--Finance and
Chief Financial Officer
Accepted and agreed to:
SMITHFIELD FIDUCIARY LLC CITADEL EQUITY FUND LTD.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Authorized Signatory Title: Vice President