exv4w1






Exhibit 4.1




     THIS SECURITY IS A GLOBAL SECURITY. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITORY”) TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.



	 	 	 	 	 
	REGISTERED	 	PRINCIPAL AMOUNT
	No: 1
	 	$	400,000,000.00	 





CUSIP: 466313 AF0




Jabil Circuit, Inc.

5.625% SENIOR NOTES DUE 2020





 









 








     JABIL CIRCUIT, INC., a Delaware corporation (the “Company,” which term includes any successor
corporation under the Indenture hereinafter referred to), for value received hereby promises to pay
to Cede & Co., or registered assigns, the principal sum of FOUR HUNDRED MILLION DOLLARS
($400,000,000) on December 15, 2020 (“Stated Maturity”) and to pay interest thereon from November
2, 2010 or from the most recent date in respect of which interest has been paid or duly provided
for, on June 15 and December 15 of each year (each, an “Interest Payment Date”), commencing June
15, 2011, and at Stated Maturity or upon such other date on which the principal of this Note
becomes due and payable, whether by declaration of acceleration, notice of redemption or otherwise,
and including any Redemption Date or Change in Control Purchase Date (each such date, “Maturity”),
at the rate of 5.625% per annum (which interest rate may be adjusted as set forth on the reverse
hereof), until the principal hereof and premium, if any, hereon is paid or duly made available for
payment and on any overdue principal or premium, if any, and (to the extent that payout of such
interest is lawful) on any overdue installment of interest at the same rate per annum during the
period in which such principal or premium, if any, or interest remains unpaid. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided
in the Indenture referred to below, be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered as of the close of business on June 1 or December 1, as the
case may be (whether or not a Business Day), immediately preceding such Interest Payment Date (each
such date, a “Regular Record Date”). Any such interest that is payable, but is not punctually paid
or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the
Holder of this Note on such Regular Record Date by virtue of having been such Holder, and may be
paid to the Person in whose name this Note (or one or more Predecessor Securities) is registered at
the close of business on a Special Record Date for the payment of such defaulted interest to be
fixed by the Company, notice whereof shall be given to the Holder of this Note not less than 10
days prior to such Special Record Date, or may be paid in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Notes may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in the Indenture.



     Payment of the principal of, and premium, if any, and interest on, this Note will be made at
the office or agency maintained for that purpose in the Borough of Manhattan, The City of New York,
in such coin or currency of the United States of America as at the time of payment is legal tender
for payment of public and private debts; provided, however, that payment of interest may be made at
the option of the Company by check mailed to the Person in whose name this Note is registered at
the close of business on the related record date; provided further, that, notwithstanding anything
else contained herein, if this Note is a Global Security and is held in book-entry form through the
facilities of the Depository, payments on this Note will be made to the Depository or its nominee
in accordance with the arrangements then in effect between the Trustee and the Depository.



     Reference is hereby made to the further provisions of this Note set forth on the succeeding
pages hereof, which further provisions shall for all purposes have the same effect as if set forth
herein.



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     IN WITNESS WHEREOF, JABIL CIRCUIT, INC. has caused this instrument to be duly executed.



	 	 	 	 	 
	 	JABIL CIRCUIT, INC.

 	 
	 	By:  	/s/ Timothy L. Main
 	 
	 	 	Name:  	Timothy L. Main 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 



	 	 	 	 	 
	Attest:

 	 	 
	By:  	/s/ Robert L. Paver
 	 	 
	 	Name:  	Robert L. Paver 	 	 
	 	Title:  	Secretary 	 	 



Date: November 2, 2010




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CERTIFICATE OF AUTHENTICATION





     This is one of the Securities of the series designated herein, referred to in the
within-mentioned Indenture.



	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee

 	 
	 	By:  	/s/ Christie Leppert
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



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Jabil Circuit, Inc.

5.625% SENIOR NOTES DUE 2020





     This Note is one of a duly authorized issue of Securities of the Company issued under an
Indenture, dated as of January 16, 2008 (the “Indenture”), between the Company and The Bank of New
York Mellon Trust Company, N.A. (the “Trustee,” which term includes any successor trustee under the
Indenture), designated as the 5.625% Senior Notes due 2020 (the “Notes”), limited to $400,000,000
aggregate principal amount, subject to the provisions of the Indenture. Reference is made to the
Indenture for a statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the
Notes are, and are to be, authenticated and delivered. All terms used in this Note set forth below
which are not defined herein and which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.



     The Indenture provides for the defeasance of the Notes and certain covenants in certain
circumstances.



     This Note is unsecured as to payment of principal and premium, if any, and interest, and ranks
pari passu with all other unsecured senior indebtedness of the Company.



     Interest payments on this Note will include interest accrued to but excluding the applicable
Interest Payment Date or Maturity hereof, as the case may be. Interest payments for this Note
shall be computed and paid on the basis of a 360-day year of twelve 30-day months.



     In the case where the applicable Interest Payment Date or Maturity with respect hereto, as the
case may be, does not fall on a Business Day, payment of principal, premium, if any, or interest
otherwise payable on such day need not be made on such day, but may be made on the next succeeding
Business Day with the same force and effect as if made on the Interest Payment Date or at Maturity
and, unless the Company defaults on such payment, no interest shall accrue with respect to such
payment for the period from and after the Interest Payment Date or such Maturity, as the case may
be, to the date of payment on such next succeeding Business Day. “Business Day” means any day,
other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking
institutions are authorized or required by law, regulation or executive order to close in The City
of New York.



     The Notes will not be subject to any sinking fund and, except as provided in the Indenture or
herein, will not be redeemable or repayable prior to their Stated Maturity.



     The Notes are redeemable as a whole or in part, at the Company’s option at any time, at a
Redemption Price equal to the greater of (i) 100 percent of the aggregate principal amount of the
Notes being redeemed or (ii) the sum of the present values of the Remaining Scheduled Payments of
principal and interest on the Notes being redeemed, discounted to the Redemption Date on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate
plus 0.50% (50 basis points), plus, in each case, accrued and unpaid interest on the Notes to, but
not including, the Redemption Date. The Company will, however, pay the interest installment due on
any Interest Payment Date that occurs on or before a Redemption Date to the Holders as of the close
of business on the Regular Record Date immediately preceding that Interest Payment Date.



     “Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the
semiannual equivalent yield to maturity (computed as of the third business day immediately
preceding that Redemption Date) of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date.



     “Comparable Treasury Issue” means the United States Treasury security selected by the
Independent Investment Banker as having an actual or interpolated maturity comparable to the
remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such Notes.



     “Comparable Treasury Price” means, with respect to any Redemption Date, (i) the arithmetic
average of the Reference Treasury Dealer Quotations for such Redemption Date after excluding the
highest and lowest Refer-



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ence Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than four Reference
Treasury Dealer Quotations, the arithmetic average of all Reference Treasury Dealer Quotations for
such Redemption Date.




     “Independent Investment Banker” means J.P. Morgan Securities LLC or Citigroup Global Markets
Inc., or their respective successors as may be appointed from time to time by the Trustee upon
receiving written direction from the Company as to such independent investment banker; provided,
however, that if any of the foregoing ceases to be a primary United States Treasury securities
dealer in New York City (a “Primary Treasury Dealer”), the Company shall substitute therefor
another Primary Treasury Dealer.



     “Reference Treasury Dealer” means Citigroup Global Markets Inc. and J.P. Morgan Securities
LLC, and two other Primary Treasury Dealers selected by the Company, and each of their respective
successors and any other Primary Treasury Dealers selected by the Trustee upon receiving written
direction from the Company as to such primary treasury dealer.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any Redemption Date, the arithmetic average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury Dealer as of 3:30 p.m., New
York City Time, on the third Business Day preceding such Redemption Date.



     “Remaining Scheduled Payments” means, with respect to any Note to be redeemed, the remaining
scheduled payments of the principal of and premium, if any, and interest thereon that would be due
after the related Redemption Date but for such redemption; provided, however, that, if such
Redemption Date is not an Interest Payment Date with respect to such Note, the amount of the next
scheduled interest payment thereon will be reduced by the amount of interest accrued thereon to
such Redemption Date.



     If (a) the Company shall have on any date (the “Succession Date”) consolidated with or merged
into, or conveyed or transferred or leased its properties and assets as an entirety or
substantially as an entirety to, any Person which is organized under the laws of any jurisdiction
other than the United States of America, any State thereof or the District of Columbia, (b) as
result of any change in or any amendment to the laws, regulations or published tax rulings of such
jurisdiction, or of any political subdivision or taxing authority thereof or therein, affecting
taxation, or any change in the official administration, application or interpretation of such laws,
regulations or published tax rulings either generally or in relation to the Notes, which change or
amendment becomes effective after the Succession Date or which change in official administration,
application or interpretation shall not have been available to the public on or prior to such
Succession Date and is notified to the Company, such continuing Person would be required to pay any
Successor Additional Amounts pursuant to the Indenture or the terms of the Notes in respect of any
payments that it may be required to make with respect to any Notes and (c) such obligation cannot
be avoided by the Company or such continuing Person taking reasonable measures available to it, the
Company or such continuing Person may at its option redeem all (but not less than all) of the
Notes, upon not less than 30 nor more than 60 days’ written notice as provided in the Indenture, at
a Redemption Price equal to 100% of the principal amount thereof plus accrued interest to the date
fixed for redemption; provided however, that (a) no such notice of redemption may be given earlier
than 60 days prior to the earliest date on which a continuing Person would be obligated to pay such
Successor Additional Amounts were a payment then due in respect of the Notes, and (b) at the time
any such redemption notice is given, such obligation to pay such Successor Additional Amounts must
remain in effect.



     Holders of Notes to be redeemed will be given notice of redemption, at their addresses as set
forth in the Security Register for the Notes, at least 30 and not more than 60 days prior to the
Redemption Date. If less than all the Notes are to be redeemed, the Trustee will select the Notes
or portions thereof in authorized denominations to be redeemed by lot, pro rata or by any other
method customarily authorized by the clearing systems (subject to the Depository’s procedures).



     Unless the Company defaults in payment of the Redemption Price, on and after the Redemption
Date interest will cease to accrue on the Notes or portion thereof called for redemption.



     The payment of principal of, or premium, if any, or interest on, or in respect of, this Note
shall be deemed to include the payment of Successor Additional Amounts provided for in the
Indenture or herein to the extent that, in



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such context, Successor Additional Amounts are, were or would be payable in respect thereof
pursuant to the Indenture or this Note.




     Subject to the terms and conditions of the Indenture, if on or prior to Maturity there shall
have occurred a Change of Control Repurchase Event, unless the Company shall have redeemed the
Notes prior to such occurrence, the Company shall, at the option of the Holders thereof, purchase
all or any part (in excess of $2,000 and in integral multiples of $1,000 in excess thereof) of such
Holder’s Notes for which a Change of Control Purchase Notice shall have been delivered as provided
in the Indenture and not withdrawn by a date which shall be no earlier than 30 days and no later
than 60 days from the date that a Repurchase Offer Notice is mailed with respect to the occurrence
of such Change of Control, at a repurchase price in cash equal to 101% of the aggregate principal
amount of the Notes repurchased plus any accrued and unpaid interest on the Notes repurchased to,
but not including, the Change in Control Purchase Date.



     Any Holder delivering a Change of Control Purchase Notice shall have the right to withdraw
such Change of Control Purchase Notice at any time prior to or on the Change of Control Purchase
Date by delivery of a written notice of withdrawal in accordance with the provisions of the
Indenture.



     If any Event of Default with respect to the Notes shall occur and be continuing, the principal
of the Notes may be declared due and payable in the manner and with the effect provided in the
Indenture.



     As set forth in, and subject to the provisions of, the Indenture, no Holder of any Note shall
have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture,
or for the appointment of a receiver or trustee, or for any remedy thereunder, unless (i) such
Holder has previously given written notice to the Trustee of a continuing Event of Default with
respect to the Notes, (ii) the Holders of not less than 25% in principal amount of the Outstanding
Notes shall have made written request to the Trustee to institute such proceedings in respect of
such Event of Default in its own name as Trustee thereunder, (iii) such Holder or Holders have
offered to the Trustee such indemnity as is reasonably satisfactory to it against the costs,
expenses and liabilities to be incurred in compliance with such request, (iv) the Trustee for 60
days after its receipt of such notice, request and offer of indemnity has failed to institute any
such proceeding and (v) no direction inconsistent with such written request has been given to the
Trustee during such 60-day period by the Holders of a majority in principal amount of the
Outstanding Notes; provided, however, that such limitations do not apply to a proceeding instituted
by the Holder hereof for the enforcement of payment of the principal of, any premium and (subject
to certain provisions of the Indenture) interest on, and, if applicable, the Change of Control
Purchase Price or any Additional Amounts with respect to, this Note on the respective Stated
Maturity or Maturities expressed herein, or, in the case of redemption, on the Redemption Date or,
in the case of repayment at the option of the Holder, on the date such repayment is due, or, in the
case of a Change of Control or as to any Change of Control Purchase Notice given timely, on the
Change of Control Purchase Date.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Company and the rights of the Holders of the
Notes at any time by the Company and the Trustee by entering into an indenture or indentures
supplemental thereto with the consent of the Holders of not less than a majority in aggregate
principal amount of the Outstanding Notes. The Indenture also permits the Holders of not less than
a majority in principal amount of the Notes at the time Outstanding, on behalf of the Holders of
all of the Notes, to prospectively waive compliance by the Company with certain restrictive
provisions of the Indenture and to waive certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of any Note issued upon the registration of
transfer hereof or in exchange for or in lieu hereof, whether or not notation of such consent or
waiver is made upon this Note.



     No reference to the Indenture and no provision of this Note or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and unconditional, to pay the principal of
and premium, if any, and any interest on this Note at the times, places and rate, and in the coin
or currency, herein prescribed.



     The Notes are issuable only in fully registered form in denominations of $2,000 and integral
multiples of $1,000 in excess thereof. As provided in the Indenture and subject to certain
limitations therein set forth, this Note is exchangeable for a like aggregate principal amount of
Notes of this series and of like tenor of any authorized de-



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nomination, as requested by the Holder surrendering the same. As provided in the Indenture
and subject to certain limitations therein set forth, the transfer of this Note is registrable in
the Security Register, upon surrender of this Note for registration of transfer at the office or
agency of the Company in any place where the principal of and any interest on this Note are payable
or at such other offices or agencies as the Company may designate, duly endorsed by, or accompanied
by a written instrument of transfer in form satisfactory to, the Company and the Security Registrar
or any transfer agent duly executed by the registered owner hereof or his/her attorney duly
authorized in writing, and thereupon one or more new Notes of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount and Stated Maturity will be
issued to the designated transferee or transferees.




     Subject to the terms of the Indenture, prior to due presentment of this Note for registration
of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all purposes, whether or not
this Note is overdue, and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.



     No service charge shall be made for any registration of transfer or exchange of this Note,
but, subject to certain limitations set forth in the Indenture, the Company may require payment of
a sum sufficient to cover any tax or other governmental charge payable in connection therewith.



     The Indenture and this Note shall be governed by and construed in accordance with the laws of
the State of New York applicable to agreements made or instruments entered into and, in each case,
performed in said State.



     This Note shall not be valid or become obligatory for any purpose until the Trustee’s
Certificate of Authentication hereon shall have been executed by the Trustee.



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ASSIGNMENT




     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto



 



Please insert Social Security or other identifying number of assignee




 



(please print or type name and address of assignee)



the within Note and all rights thereunder and does hereby irrevocably constitute and appoint the
aforesaid assignee attorney to transfer the within Note on the books kept for registration thereof,
with full power of substitution in the premises.



Dated:          
                  
                   



In the presence of:                           



NOTICE: The signature to this assignment must correspond with the name as it appears upon the face
of the within Note in every particular, without alteration or enlargement or any change whatever.
When assignment is made by a guardian, trustee, executor or administrator, an officer of a
corporation, or anyone in a representative capacity, proof of his or her authority to act must
accompany the Note. The signature must be guaranteed by an Institution which is a member of one of
the following recognized signature Guarantee Programs: (i) the Securities Transfer Agents Medallion
Program (STAMP); (ii) the New York Stock Exchange Inc. Medallion Signature Program (MSP); (iii) the
Stock Exchanges Medallion Program (SEMP); or (iv) in such other guarantee program acceptable to the
Trustee.







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SCHEDULE OF INCREASES OR DECREASES IN GLOBAL NOTE



The following increases or decreases in this Global Note have been made:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Principal Amount of	 	 	 	 
	 	 	 	 	Amount of increase	 	 	Amount of decrease	 	 	this Global Note	 	 	Signature of	 
	 	 	 	 	in Principal Amount	 	 	in Principal Amount	 	 	following each	 	 	authorized signatory	 
	Date of Exchange	 	 	of this Global Note	 	 	of this Global Note	 	 	decrease or increase	 	 	of Trustee	 






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