Sanmina-SCI_20111231_10-Q_Ex10.41




EXHIBIT 10.41


AMENDMENT NO. 3 TO LOAN,                                                                                                                               GUARANTY AND SECURITY AGREEMENT
This Amendment No. 3 Loan, Guaranty and Security  Agreement (this “Amendment”), dated as of October 20, 2011, 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 (as amended pursuant to that certain Amendment No. 1 to Loan Guaranty and Security Agreement dated as of April 6, 2010, and as further amended pursuant to that certain Amendment No. 2 to Loan Guaranty and Security Agreement dated as of December 20, 2010, 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)
	The definition of “Accounts Formula Amount” in Section 1.1 is amended and restated in its entirety to read as follows:




“Accounts Formula Amount: the sum of (a) 85% of the Value of Eligible Accounts and (b) the lesser of (i) 65% of the Value of Eligible Foreign Accounts and (ii) 40% of the Borrowing Base, but in any event the amount determined pursuant to this subclause (b) shall be an amount not in excess of the amount determined pursuant to subclause (a) of this definition; provided that the Value of Eligible Foreign Accounts attributable to any single Foreign Account Debtor or Designated Foreign Account Debtor, as the case may be, shall be included in the calculation of 'Accounts Formula Amount' only to the extent not in excess of $40,000,000 at any time.”


		
	(b)
	In addition, Annex A to Amendment No. 2 to the Loan Agreement (“Designated Foreign Account Debtors”) is hereby replaced in its entirety in the form attached as Annex A to this Amendment.


 
		
	3.
	Conditions Precedent.  This Amendment shall become effective as of the date first above written (the “Amendment No. 3 Effective Date”) if on or before October 20, 2011, (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.  Each Obligor hereby represents and warrants to the Agent and the Lenders that, as of the Amendment No. 3 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. 3 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 the Guaranty, 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.  Each of this Amendment and Annex A hereto 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.




[The remainder of this page is intentionally left blank.]





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 Systems Holdings, Inc.
SCI Technology, Inc., for itself and as successor-in-interest to Scimex, Inc.


By:    /s/ Christopher K. Sadeghian            
Name:      Christopher K. Sadeghian
Title:    Secretary 


GUARANTORS:


SCI Brockville Corp.                    
By:    /s/ Christopher K. Sadeghian            
Name:      Christopher K. Sadeghian
Title:    Secretary 




Sanmina-SCI Systems (Canada) Inc.    


By:    /s/ Christopher K. Sadeghian            
Name:      Christopher K. Sadeghian
Title:    Secretary 


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/ Evelyn Thierry                
Name:    Evelyn Thierry                
Title:    Director                    


By:    /s/ Michael Getz                
Name:    Michael Getz                    
Title:    Vice President                    











MORGAN STANLEY SENIOR FUNDING INC., as Lender


By:    /s/ Allen Chang                
Name:    Allen Chang                    
Title:    Vice President                    




GOLDMAN SACHS LENDING PARTNERS LLC, as Lender


By:    /s/  Rick Canonico                
Name:    Rick Canonico                    
Title:    Authorized Signatory                




SIEMENS FINANCIAL SERVICES, INC., as Lender


By:    /s/ Anthony Casciano                
Name:    Anthony Casciano                
Title:    Managing Director                


By:    /s/ Paul Ramseur                
Name:    Paul Ramseur                     
Title:    Vice President