Amendment No. 2 to Receivables Sale Agreement



 EXHIBIT 10.32 
 ACKNOWLEDGEMENT 
 of 
 JABIL CIRCUIT (GUANGZHOU) LTD. 
 as a 
 MANUFACTURING SUBSIDIARY 
 And 
 AMENDMENT NO. 2 
 to 
 RECEIVABLES SALE AGREEMENT 
 Dated as of May 11, 2007 
 THIS AMENDMENT NO. 2 (this “Amendment”) is entered into by and among Jabil Circuit, Inc., a Delaware corporation (the
“Jabil”), Jabil Circuit of Texas, LP, a Florida limited partnership (“Jabil Texas”), Jabil Global Services, Inc., a Florida corporation (“Jabil Global”) and Jabil Defense and Aerospace Services, LLC
(“Jabil Defense,” and together with Jabil, Jabil Texas, Jabil Global and each other Subsidiary of Jabil which enters into a Joinder Agreement, each individually, an “Originator” and collectively, the
“Originators”), and Jabil Circuit Financial II, Inc., a Delaware corporation (the “Buyer”). 
 PRELIMINARY
STATEMENTS 
 A. The Originators and the Buyer are parties to that certain Receivables Sale Agreement dated as of February 25, 2004 (as
amended, restated, supplemented or otherwise modified from time to time, the “RSA”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the RSA. 
 B. The Agent has approved Jabil Circuit (Guangzhou) Ltd., a corporation incorporated under the laws of the Peoples Republic of China (“Jabil
Huangpu”) as a Manufacturing Subsidiary under the Purchase Agreement, and in connection therewith the Originators and the Buyer have agreed to amend the RSA on the terms and subject to the 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 parties hereto hereby agree as follows: 
 Section 1. Acknowledgement of Manufacturing Subsidiary.
The Originators and the Buyer hereby acknowledge that the Agent has, effective as of the date hereof, approved Jabil Huangpu as a Manufacturing Subsidiary under and pursuant to the terms and conditions of the Purchase Agreement, and the parties
thereto have amended the Purchase Agreement for certain related purposes. 







 Section 2. Amendment. Effective as of the date hereof and subject to the satisfaction
of the conditions precedent set forth in Section 3 below, the RSA is hereby amended as follows: 
 (a) Exhibit I of the RSA
is amended to add the following definitions in the appropriate alphabetical order: 
 “Jabil Huangpu” means
Jabil Circuit (Guangzhou) Ltd., a corporation incorporated under the laws of the Peoples Republic of China Circuit as a limited liability company. 
 “Manufacturing Subsidiary” means each of Jabil Chihuahua, Jabil Huangpu, Jabil Luxembourg, Jabil Malaysia, Jabil Mexico, Jabil Reynosa, Jabil Reynosa II and any other Subsidiary of Jabil which the
Agent approves in writing as a Manufacturing Subsidiary from time to time. 
 (a) Exhibit II of the RSA is hereby amended to add the
following information at the end: 
 PEOPLES REPUBLIC OF CHINA 
 Jabil Circuit (Guangzhou) Ltd. 
 128 Jun Cheng Road 
 Guangzhou Economy and Technology Development Zone 
 Peoples Republic of China 
 (b) Exhibit III of the RSA is hereby amended to add the following Collection Account information: 
  

					
	 Collection Bank
	  	 Lockbox Address
	  	 Related Collection Account

	 JPMorgan Chase, N.A.
	  	N/A	  	xxxxxxxx
	 JPMorgan Chase, N.A.
	  	N/A	  	xxxxxxxx

 Section 3. Conditions Precedent. This Amendment shall become effective and be
deemed effective, as of the date first above written, upon the latest to occur of (i) the date hereof, (ii) receipt by the Agent of one copy of this Amendment duly executed by each of the parties hereto and (iii) receipt by the Agent
and each of the parties hereto of each of the documents listed on Schedule I hereto. 
 Section 4. Covenants,
Representations and Warranties of the Originators. 
 (a) Upon the effectiveness of this Amendment, each of the Originators hereby
reaffirms all covenants, representations and warranties made by it in the RSA, 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.

  

 2 








 (a) Each of the Originators hereby represents and warrants as to itself (i) that this Amendment
constitutes the legal, valid and binding obligation of such party enforceable against such party 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, that no event shall have occurred and be continuing
which constitutes a Termination Event or a Potential Termination Event. 
 Section 5. Reference to and Effect on the RSA.

 (a) Upon the effectiveness of this Amendment, each reference in the RSA to “this Agreement,” “hereunder,”
“hereof,” “herein,” “hereby” or words of like import shall mean and be a reference to the RSA as amended hereby, and each reference to the RSA in any other document, instrument or agreement executed and/or delivered in
connection with the RSA shall mean and be a reference to the RSA as amended hereby. 
 (b) Except as specifically amended hereby, the RSA and
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. 
 (b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Purchaser or the Agent under the RSA or any of the other Transaction Documents, nor
constitute a waiver of any provision contained therein. 
 Section 6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS. 
 Section 7.
Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of
which taken together shall constitute but one and the same instrument. 
 Section 8. Headings. Section headings in this
Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose. 
 [SIGNATURE PAGES FOLLOW] 
  

 3 








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed on the date first set
forth above by their respective officers thereto duly authorized, to be effective as hereinabove provided. 
  

			
	JABIL CIRCUIT, INC.
		
	By:	 	 /s/ SERGIO CADAVID

	Name:	 	Sergio Cadavid
	Title:	 	Treasurer


  

					
	Address:	 	10560 Martin Luther King, Jr.
		 	Street North
		 	St. Petersburg, FL 33716
		 	Attn: Forbes Alexander, CFO
		 	cc: General Counsel
	Fax:	 	(727) 579-8529


  

					
	JABIL CIRCUIT OF TEXAS, LP,
		
	By:	 	 Jabil Texas Holdings, LLC,
 its sole
General Partner

			
		 	By:	 	 Jabil Circuit, Inc.
 its sole Manager and
Member

			
		 	By:	 	 /s/ SERGIO CADAVID

		 	Name:	 	Sergio Cadavid
		 	Title:	 	Treasurer


  

					
	Address:	 	10800 Roosevelt Blvd.
		 	 St. Petersburg, FL 33716
 Attn: Forbes
Alexander, CFO

		 	cc: General Counsel
	Fax:	 	(727) 579-8529










			
	JABIL GLOBAL SERVICES, INC,
		
	By:	 	 /s/ SERGIO CADAVID

	Name:	 	Sergio Cadavid
	Title:	 	Treasurer


  

			
	Address:	 	10800 Roosevelt Blvd.
		 	 St. Petersburg, FL 33716
 Attn: Forbes Alexander, CFO


		 	cc: General Counsel
	Fax:	 	(727) 579-8529


  

			
	 JABIL DEFENSE AND AEROSPACE
 SERVICES, LLC


		
	By:	 	 /s/ STEVEN BORGES

	Name:	 	Steven Borges
	Title:	 	President and Treasurer


  

			
	Address:	 	10800 Roosevelt Blvd.
		 	 St. Petersburg, FL 33716
 Attn: Forbes Alexander, CFO


		 	cc: General Counsel
	Fax:	 	(727) 579-8529


  

			
	JABIL CIRCUIT FINANCIAL II, INC.
		
	By:	 	 /s/ JOHN MORRIS

	Name:	 	John Morris
	Title:	 	President & Treasurer


  

			
	Address:	 	300 Delaware Avenue
		 	Suite 12119
		 	Wilmington, DE 19801
		 	Attn: John Koach
		 	Assistant Treasurer
	Fax:	 	(302) 654-7584









 Schedule I 
 List of Closing Documents for Addition of Jabil Huangpu 
 1. Estoppel Letter executed by Jabil
Huangpu. 
 2. Sale and Distribution Agreement between Jabil Huangpu and Jabil Circuit, Inc., together with Amendment No. 1 thereto.

 3. Sale and Distribution Agreement between Jabil Huangpu and Jabil Circuit of Texas, LP, together with Amendment No. 1 thereto.

 4. Letter from Jabil Huangpu to Jupiter, the Agent and the Financial Institutions confirming no Adverse Claims or intent to grant Adverse
Claims as to products manufactured by Jabil Huangpu, the existence of current registration and valid business license of Jabil Huangpu, and no pending legal proceedings pending against Jabil Huangpu for winding up, bankruptcy or dissolution.

 5. Written consent of directors of Jabil Huangpu adopting resolutions approving its designation as a Manufacturing Subsidiary and the
execution of the Estoppel Letter. 
 6. Copy of search of public records for title, mortgages and attachments by courts regarding Jabil
Huangpu and its real property. 
 7. Opinion of Jun He Law Offices, local counsel for Jabil Huangpu, regarding (i) general corporate
matters, (ii) due execution of the Estoppel Letter and enforceability (and limitations on enforceability) of the Estoppel Letter in the event an action is brought in a court in the Peoples Republic of China, (iii) choice of law,
(iv) consents and (vi) non-contravention of laws and agreements. 
 8. Opinion of Holland & Knight LLP regarding
enforceability of the Estoppel Letter. 
 9. Amendment No. 2 to Collection Account Agreement