EXHIBIT 10(B)(4)
THIRD AMENDMENT TO
AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
This Third Amendment to Amended and Restated Receivables Purchase Agreement,
dated as of June 4, 1999 (this "Amendment"), is among SCI FUNDING, INC., a
Delaware corporation ("Seller"), SCI TECHNOLOGY, INC., an Alabama corporation
("SCI"), SCI SYSTEMS, INC., a Delaware corporation ("Guarantor"), RECEIVABLES
CAPITAL CORPORATION, a Delaware corporation ("RCC"), QUINCY CAPITAL CORPORATION,
a Delaware corporation ("Quincy"; RCC and Quincy are collectively referred to as
the "Purchasers"), and BANK OF AMERICA NATIONAL TRUST AND SAVINGS 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 Amended and Restated Receivables Purchase
Agreement, dated as of September 27, 1996, as amended by the First Amendment to
Amended and Restated Receivables Purchase Agreement, dated as of October 31,
1997 and by the Second Amendment to Amended and Restated Receivables Purchase
Agreement, dated as of September 29, 1998 (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. Purchase Limit. Section 1.02(a) of the Receivables Purchase
Agreement is hereby amended by deleting the number "$200,000,000" where it
appears therein and substituting therefor the number "$250,000,000".
SECTION 3. Representations and Warranties. Each of Seller, SCI and
Guarantor hereby represent and warrant that (i) the representations and
warranties set forth in Article VI of the Receivables Purchase Agreement are
true and correct on and as of the date of this Amendment as though made on and
as of such date and shall be deemed to have been made on such date (except to
the extent they relate solely to an earlier date, in which event they were true
and correct as of such earlier date) and (ii) after giving effect to this
Amendment, no event has occurred and is continuing, or would result from this
Amendment, that constitutes a Termination Event or Unmatured Termination Event.
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 Illinois. 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.
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.
Pro Rata Share of RECEIVABLES CAPITAL CORPORATION
Purchase Limit and Purchases:
$125,000,000 By:
50% Name Printed:
Its:
Pro Rata Share QUINCY CAPITAL CORPORATION
of Purchase Limit and
Purchases:
$125,000,000 By:
50% Name Printed:
Its:
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as the
Administrative Agent
By:
Name Printed:
Its:
SCI FUNDING, INC.
By:
Name Printed:
Its:
SCI TECHNOLOGY, INC.
By:
Name Printed:
Its:
SCI SYSTEMS, INC.
By:
Name Printed:
Its: