EXHIBIT 10.48.2
SECOND AMENDMENT TO
THIRD AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
This Second Amendment to Third Amended and Restated Receivables Purchase
Agreement, dated as of October 8, 2002 (this "Amendment"), is among SCI FUNDING,
INC. ("Seller"), SCI TECHNOLOGY, INC. ("SCI"), SANMINA-SCI CORPORATION
("Guarantor"), the Purchasers party hereto (the "Purchasers"), and BANK OF
AMERICA, NATIONAL 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 Third Amended and Restated Receivables Purchase
Agreement, dated as of July 31, 2002 (as amended, 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. Amendments to Receivables Purchase Agreement. Effective as of
the Effective Date, the Receivables Purchase Agreement is hereby amended as
follows:
2.1. Clause (p) of Section 10.01 of the Receivables Purchase
Agreement is hereby amended in its entirety as follows:
(p) the long-term senior unsecured debt rating (or, if such long-term
senior unsecured debt rating is not available, an implied equivalent
thereof published by the relevant rating agency) of the Guarantor (i)
fails to be at least Ba3 by ▇▇▇▇▇'▇ at any time from the period from
October 1, 2002 through and including December 31, 2002, (ii) fails to
be at least Ba2 by ▇▇▇▇▇'▇ at any time after December 31, 2002 or (iii)
fails to be at least BB- by S&P.
2.2. The definition of "Regulatory Change" in Appendix A to the
Receivables Purchase Agreement is hereby amended (i) to replace clause
(ii)(B) thereof with the following "(B) any fiscal, monetary or other
authority (including any accounting board or authority (whether or not a
governmental authority) which is responsible for the establishment or
interpretation of national or international accounting principals), in
each case whether foreign or domestic having jurisdiction over the
Affected Party" and (ii) add the following to the end of such
definition: "For the avoidance of doubt, any interpretation of
Accounting Research Bulletin No. 51 by the Financial Accounting
Standards Board shall constitute a Regulatory Change."
2.3. The definition of "Trigger Event" in Appendix A to the
Receivables Purchase Agreement is amended to replace "long-term senior
unsecured debt rating" therein with "long-term senior unsecured debt
rating (or, if such rating is not available, an implied equivalent
thereof published by the relevant rating agency)".
SECTION 3. Waiver. The Administrative Agent and the Purchasers hereby
waive (i) the occurrence of a Termination Event under Section 10.01(p) of the
Receivables Purchase Agreement caused solely by the failure of the Guarantor to
have the requisite rating from ▇▇▇▇▇'▇ specified in such Section 10.01(p) on the
date of (but prior to giving effect to Section 2.1 of) this Amendment and (ii)
the consequences thereof. This Amendment shall constitute notice by SCI, Seller
and Guarantor of such Termination Event as required by Section 7.02(e) of the
Receivables Purchase Agreement. This waiver shall not constitute a waiver of any
other Termination Event or Unmatured Termination Event (including any
Termination Event resulting from the failure of the ratings of the Guarantor to
satisfy on or after the date hereof the requirements specified in Section
10.01(p), as amended by this Amendment).
SECTION 4. Conditions Precedent. This Amendment shall become effective
as of the date (the "Effective Date") when (i) the Administrative Agent shall
have received counterpart signatures of all parties to this Amendment and the
Purchaser Fee Letter dated as of the date hereof and (ii) each Related
Administrator has confirmed receipt of an amendment fee equal to 0.05% of the
aggregate Commitments of the Bank Purchasers of the applicable Related Group.
SECTION 5. 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 New York. 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.
SECTION 6. No Waiver. The execution, delivery and effectiveness of the
Amendment shall not operate as a waiver of any right, power or remedy of any
Purchaser or the Administrative Agent under the Receivables Purchase Agreement
or any other document, instrument or agreement executed in connection therewith,
nor constitute a waiver of any provision contained therein, except as
specifically set forth herein.
SECTION 7. Reaffirmation of Guarantee. Without limiting the generality
of the foregoing, the Guarantor hereby reaffirms all of its obligations under
the guarantee set forth in Article XIV of the Receivables Purchase Agreement,
both before and after giving effect to the Amendment and such guarantee is
hereby ratified and confirmed.
2
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.
QUINCY CAPITAL CORPORATION,
as a Conduit Purchaser
By /s/
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Title President
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AMSTERDAM FUNDING CORPORATION,
as a Conduit Purchaser
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President
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BANK OF AMERICA, NATIONAL ASSOCIATION,
as the Administrative Agent
By /s/ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
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Title ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, Principal
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BANK OF AMERICA, NATIONAL
ASSOCIATION, as a Bank Purchaser
By /s/ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
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Title ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, Principal
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S-1
ABN AMRO BANK N.V.,
as a Bank Purchaser
By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title GVP
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By /s/
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Title VP
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SCI FUNDING, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Title CFO
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SCI TECHNOLOGY, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Title CFO
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SANMINA-SCI CORPORATION
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Title CFO
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