ex10-49.htm


EXHIBIT 10.49



AMENDMENT NO. 1 TO LOAN, GUARANTY AND SECURITY AGREEMENT


 


This Amendment No. 1 Loan, Guaranty and Security  Agreement (this “Amendment”), dated as of April 6, 2010, is made by SANMINA-SCI CORPORATION, a Delaware corporation (“Sanmina”), HADCO CORPORATION, a Massachusetts corporation (“Hadco”), HADCO SANTA CLARA, INC., a Delaware corporation (“Hadco Santa Clara”), SANMINA-SCI SYSTEMS HOLDINGS, INC., a Delaware corporation (“SSCI Holdings”), SCI TECHNOLOGY, INC., an Alabama corporation (“SCI Technology”), SCIMEX, INC., an Alabama corporation (“Scimex”, and together with Sanmina, Hadco, Hadco Santa Clara, SSCI Holdings and SCI Technology, collectively, “Borrowers”), SANMINA-SCI SYSTEMS (CANADA) INC., a Nova Scotia limited company, and SCI BROCKVILLE CORP., a Nova Scotia unlimited company, each as a Designated Canadian Guarantor (as defined in the Loan Agreement referred to below), the financial institutions listed on the signature pages hereof as Lenders, and BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders (“Agent”).


 


RECITALS


 


Reference is hereby made to the Loan, Guaranty and Security Agreement dated as of November 19, 2008 (the “Loan Agreement”) among the Borrowers, the Designated Canadian Guarantors, the Lenders from time to time party thereto and the Agent.


 


The parties hereto agree to amend the Loan Agreement as set forth herein on the terms and conditions set forth herein.


 


AGREEMENT


 


NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 



	
1.  

	
Definitions.  Unless otherwise expressly defined herein, all capitalized terms used herein and defined in the Loan Agreement shall be used herein as so defined.  Unless otherwise expressly stated herein, all Section references herein shall refer to Sections of the Loan Agreement.







 



	
2.  

	
Amendments to Loan Agreement.







 



	
(a)  

	
ThThe definition of “Lender Counterparty” in Section 1.1 is amended by deleting such definition in its entirety.







(a) 



	
(b)  

	
The definition of “Letter of Credit” in Section 1.1 is amended by replacing the word “existing” with the word “Existing” in the final line thereof.







 



	
(c)  

	
Section 10.2.4(b) is amended by inserting the word “not” between the words “amount in” in the penultimate line thereof.







 



	
(d)  

	
Section 15.1.1(c) is amended by (1) deleting the word “or” in the second line thereof and (2) inserting the words “; or (iii) extend the Revolver Termination Date” after the word “Lender” in the third line thereof.







 



	
(e)  

	
Section 15.1.1(d)(i) is amended by replacing the words “extend the Revolver Termination Date” with the word “[Reserved]”.







 



	
3.  

	
Conditions Precedent.  This Amendment shall become effective as of the date first above written (the “Amendment No. 1 Effective Date”) if on or before April 6, 2010, (a) the Agent shall have received counterparts of this Amendment executed by the Obligors and the Lenders (or, as to any of the Lenders, advice satisfactory to the Agent that such Lender has executed this Amendment); and (b) all fees and expenses due and payable under the Loan Agreement shall have been paid.







 



	
4.  

	
Representations and Warranties.  The Borrower hereby represents and warrants to the Agent and the Lenders that, as of the Amendment No. 1 Effective Date and after giving effect to this Amendment, (a) all representations and warranties set forth in the Loan Documents are true and correct in all material respects as if made again on and as of the Amendment No. 1 Effective Date (except for those which by their terms specifically refer to an earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date), (b) no Default or Event of Default has occurred and is continuing and (c) the Loan Agreement (as amended by this Amendment) and all other Loan Documents are and remain legal, valid, binding and enforceable obligations of the Obligors in accordance with the terms thereof except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles (regardless of whether enforcement is sought in equity or at law).







 



	
5.  

	
Reference to Agreement.  Each of the Loan Documents, including the Loan Agreement, and any and all other agreements, documents or instruments now or hereafter executed and/or delivered pursuant to the terms hereof or pursuant to the terms of the Loan Agreement as amended hereby, are hereby amended so that any reference in such Loan Documents to the Loan Agreement, whether direct or indirect, shall mean a reference to the Loan Agreement as amended hereby.  This Amendment shall constitute a Loan Document.







 



	
6.  

	
Costs and Expenses.  The Company shall pay on demand all reasonable costs and expenses of the Agent and the Lenders (including the reasonable fees, costs and expenses of counsel to the Agent and the Lenders) incurred in connection with the preparation, execution and delivery of this Amendment.







 



	
7.  

	
Governing Law.  This Amendment shall be construed in accordance with and governed by the laws of the State of New York.







 



	
8.  

	
Execution.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a signature page to this Amendment by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment.







 


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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.


 








	
BORROWERS:


	  
	
SANMINA-SCI CORPORATION


	
By:

	
/s/ Robert K. Eulau


	
Name:

	
Robert K. Eulau


	
Title:

	
Executive Vice President and Chief Financial Officer


















	
HADCO CORPORATION


	
HADCO SANTA CLARA, INC.


	
SANMINA-SCI HOLDINGS, INC.


	
SCI TECHNOLOGY, INC.


	
SCIMEX, INC.


	  
	
By:

	
/s/ Robert K. Eulau


	
Name:

	
Robert K. Eulau


	
Title:

	
Executive Vice President and Chief Financial Officer





















  





  











  









	
GUARANTORS:


	  
	
SCI BROCKVILLE CORP.


	
By:

	
/s/ Shelly L. Byers


	
Name:

	
Shelly L. Byers


	
Title:

	
Secretary


















	
SANMINA-SCI SYSTEMS (CANADA) INC.


	
By:

	
/s/ Robert K. Eulau


	
Name:

	
Robert K. Eulau


	
Title:

	
Executive Vice President and Chief Financial Officer


























  





  











  









	
AGENT AND LENDERS:


	  
	
BANK OF AMERICA, N.A.,


	
as Agent and Lender


	  
	
By:

	
/s/ Stephen King


	
Name:

	
Stephen King


	
Title:

	
Senior Vice President












 






  





  











  














	
DEUTSCHE BANK TRUST COMPANY AMERICAS,


	
as Lender


	  
	
By:

	
/s/ Paul O’Leary


	
Name:

	
Paul O’Leary


	
Title:

	
Director


	  	  
	
By:

	
/s/ Evelyn Thierry


	
Name:

	
Evelyn Thierry


	
Title:

	
Director









 






  





  











  














	
SIEMENS FINANCIAL SERVICES, INC.,


	
as Lender


	  
	
By:

	
/s/ Anthony Casciano


	
Name:

	
Anthony Casciano


	
Title:

	
Managing Director


	  	  
	
By:

	
/s/ Uri Sky


	
Name:

	
Uri Sky


	
Title:

	
Vice President
















  





  











  














	
MERRILL LYNCH COMMERCIAL FINANCE CORP,


	
as Lender


	  
	
By:

	
/s/ Stephen King


	
Name:

	
Stephen King


	
Title:

	
Senior Vice President