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EXHIBIT 10.4




AMENDMENT AGREEMENT




          This AMENDMENT AGREEMENT (this “Amendment”) is entered into as of January 13, 2005,
among SOLECTRON CORPORATION, a Delaware corporation (the “Company”), the lending
institutions party hereto (collectively, the “Lenders” and individually, a
“Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.



          The Company, the L/C Issuers, the Lenders, and the Administrative Agent have entered into a
Credit Agreement dated as of August 20, 2004 (as in effect as of the date of this Amendment, the
“Credit Agreement”).



          The Company has requested that the Lenders agree to certain amendments to the Credit
Agreement, and the Lenders party hereto have agreed to such request, subject to the terms and
conditions of this Amendment.



          In consideration of the mutual covenants and agreements herein contained, the parties hereto
covenant and agree as follows:



1. Definitions; References; Interpretation.




     (a) Unless otherwise specifically defined herein, each term used herein (including in the
Recitals hereof) which is defined in the Credit Agreement shall have the meaning assigned to such
term in the Credit Agreement.



     (b) As used herein, “Amendment Documents” means this Amendment, the Consent and
Agreement of Subsidiaries related hereto and the Credit Agreement (as amended by this Amendment).



     (c) Each reference to “this Agreement,” “hereof,” “hereunder,” “herein” and “hereby” and each
other similar reference contained in the Credit Agreement, and each reference to “the Credit
Agreement” and each other similar reference in the other Loan Documents, shall from and after the
Effective Date refer to the Credit Agreement as amended hereby.



     (d) The rules of interpretation set forth in Section 1.02 of the Credit Agreement
shall be applicable to this Amendment.


2. Amendments to Credit Agreement. Subject to the terms and conditions hereof, the Credit
Agreement is amended as follows, effective as of January 13, 2005 (the “Effective Date”):




     (a) The defined term “Consolidated EBITDA” in Section 1.01 of the Credit
Agreement shall be amended by inserting in clause (g) “or premiums or transaction costs paid in
connection with” after “losses arising from”.



     (b) The second proviso in the defined term “Restricted Junior Payment” in Section
1.01 of the Credit Agreement shall be amended and restated to read as follows:




provided further, that (for the avoidance of doubt) no Restricted
Junior Payment



 









 






shall be deemed to occur with respect to (A) the delivery of Capital Stock upon
conversion of or in exchange for any Convertible Note, (B) the ACES converting from
Subordinated Indebtedness into senior Indebtedness in accordance with their terms,
(C) any repurchase, prepayments, redemption or acquisition of the LYONs that does
not violate the terms of this Agreement, (D) any Convertible Note Cash Conversion
Settlement in respect of any Senior Convertible Notes, or any other payment,
prepayment, redemption, retirement, sinking fund or similar payment, purchase or
other acquisition of any Senior Convertible Notes, including any payment of interest
or premium thereon, other than any portion of any Convertible Note
Cash Conversion Settlement resulting from an optional election by the Company to
effect settlement of conversion in cash, or (E) any premium paid to existing holders
of Senior Convertible Notes in connection with any Exchange Offer in respect thereof



     (c) The following definitions in Section 1.01 of the Credit Agreement shall be amended
and restated in their entirety as follows:




               “Convertible Notes” means notes or other Indebtedness that are
convertible into Capital Stock of the Company or any of its Subsidiaries at the
option of the holders thereof (including any such convertible notes or other
Indebtedness providing for cash settlement in lieu of delivery of shares of Capital
Stock upon any surrender of such notes or other Indebtedness for conversion).




               “Exchange Offers” means one or more exchange offers by the Company to
the holders, or purchases from the holders, of (i) the ACES in substantially the
form described to the Administrative Agent and the Lenders in the Company’s letter
dated March 29, 2004, and (ii) the Company’s 0.5% Convertible Senior Notes due 2034
in substantially the form described to the Administrative Agent and the Lenders in
the Company’s letter dated January 6, 2005.



     (d) The following new definitions shall be inserted in Section 1.01 of the Credit
Agreement:




               “Convertible Note Cash Conversion Settlement” means any settlement in
cash received by any holder of Convertible Notes upon any surrender of its
Convertible Notes for conversion.




               “Senior Convertible Notes” means any Convertible Notes other than
Convertible Notes which constitute Subordinated Indebtedness.



     (e) The text “and” immediately preceding subsection (g) in Section 7.06 of the Credit
Agreement shall be deleted, the text “and” shall be inserted at the end of subsection (g), and a
new subsection (h) shall be added as follows:




               (h) the Company may effect any Convertible Note Cash Conversion Settlement in
respect of any Convertible Notes, if at the time of such Convertible Note Cash
Conversion Settlement and after giving effect thereto, no Default or



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Event of Default shall exist or shall result from such Convertible Note Cash
Conversion Settlement


3. Representations and Warranties. The Company hereby represents and warrants to the
Administrative Agent and the Lenders as follows:




     (a) No Default or Event of Default has occurred and is continuing (or would result from the
amendment of the Credit Agreement contemplated hereby).



     (b) The execution, delivery and performance by the Company of the Amendment Documents have
been duly authorized by all necessary corporate and other action and do not and will not require
any registration with, consent or approval of, or notice to or action by, any Person (including any
Governmental Authority) in order to be effective and enforceable.



     (c) The Amendment Documents constitute the legal, valid and binding obligations of the
Company, enforceable against it in accordance with their respective terms, except to the extent
that the enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting creditor’s rights generally and by equitable
principles (regardless of whether enforcement is sought in equity or at law).



     (d) All representations and warranties of the Company contained in the Credit Agreement are
true and correct in all material respects (except to the extent such representations and warranties
expressly refer to an earlier date, in which case they shall be true and correct as of such earlier
date and except that this subsection (d) shall be deemed instead to refer to the last day of the
most recent quarter and year for which financial statements have then been delivered in respect of
the representation and warranty made in Section 5.05 of the Credit Agreement and to take
into account any amendments to the Schedules to the Credit Agreement and other disclosures made in
writing by the Company to the Administrative Agent and the Lenders after the Closing Date and
approved by the Administrative Agent and the Required Lenders).



     (e) There has occurred since August 20, 2004, no event or circumstance that has resulted or
could reasonably be expected to result in a Material Adverse Effect.



     (f) The Company is entering into this Amendment on the basis of its own investigation and for
its own reasons, without reliance upon the Administrative Agent and the Lenders or any other
Person.



     (g) The Company’s obligations under the Credit Agreement and under the other Loan Documents
are not subject to any defense, counterclaim, set-off, right of recoupment, abatement or other
claim.



4. Conditions of Effectiveness.




     (a) The effectiveness of Section 2 of this Amendment shall be subject to the
satisfaction of each of the following conditions precedent:



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          (1) The Administrative Agent shall have received from the Company and the Required Lenders a
duly executed original (or, if elected by the Administrative Agent, an executed facsimile copy) of
this Amendment.



          (2) The Administrative Agent shall have received the consent of the Subsidiaries of the
Company party to the Pledge Agreement, the Interco Subordination Agreement, the Security Agreement
and the Subsidiary Guaranty, in form and substance satisfactory to the Administrative Agent, in
their capacities as such, to the execution and delivery hereof by the Company.



          (3) The Administrative Agent shall have received evidence of payment by the Company of all
fees, costs and expenses due and payable as of the date hereof hereunder and under the Credit
Agreement, including any costs and expenses payable under Section 5(g) of this Amendment
(including the reasonable fees, charges and disbursements of counsel for the Administrative Agent,
to the extent invoiced on or prior to the date hereof).



          (4) The Administrative Agent shall have received from the Company, in form and substance
satisfactory to the Administrative Agent, copies of the resolutions passed by the board of
directors of the Company, certified as of the date hereof by the Secretary or an Assistant
Secretary of the Company, authorizing the execution, delivery and performance of this Amendment,
together with such incumbency certificates and/or other certificates of Responsible Officers of the
Company, as the Administrative Agent may require to establish the identities of and verify the
authority and capacity of each Responsible Officer thereof authorized to act as such in connection
with this Amendment and each other Loan Document to which the Company is a party.



          (5) The Administrative Agent shall have received all other documents it or the Required
Lenders may reasonably request relating to any matters relevant hereto, all in form and substance
satisfactory to the Administrative Agent.



     (b) For purposes of determining compliance with the conditions specified in Section
4(a), each Lender that has executed this Amendment shall be deemed to have consented to,
approved or accepted, or to be satisfied with, each document or other matter either sent, or made
available for inspection, by the Administrative Agent to such Lender for consent, approval,
acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable
or satisfactory to such Lender.



     (c) From and after the Effective Date, the Credit Agreement is amended as set forth herein.
Except as expressly amended pursuant hereto, the Credit Agreement shall remain unchanged and in
full force and effect and is hereby ratified and confirmed in all respects.



     (d) The Administrative Agent will notify the Company and the Lenders of the satisfaction of
the conditions precedent in this Section 4.



5. Miscellaneous.




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     (a) The Company acknowledges and agrees that the execution and delivery by the Administrative
Agent and the Lenders of this Amendment shall not be deemed to create a course of dealing or an
obligation to execute similar waivers or amendments under the same or similar circumstances in the
future.



     (b) This Amendment shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns permitted by the Credit Agreement.



     (c) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK.



     (d) This Amendment may be executed in counterparts (and by different parties hereto in
different counterparts), each of which shall constitute an original, but all of which when taken
together shall constitute a single contract. This Amendment and the other Amendment Documents
constitute the entire contract among the parties relating to the subject matter hereof and
supersede any and all previous agreements and understandings, oral or written, relating to the
subject matter hereof. Except as provided in Section 4, this Amendment shall become
effective when it shall have been executed by the Administrative Agent and when the Administrative
Agent shall have received counterparts hereof that, when taken together, bear the signatures of
each of the other parties hereto. Delivery of an executed counterpart of a signature page of this
Amendment by telecopy shall be effective as delivery of a manually executed counterpart of this
Amendment.



     (e) This Amendment may not be amended except in accordance with the provisions of Section
10.01 of the Credit Agreement.



     (f) If any provision of this Amendment or the other Amendment Documents is held to be illegal,
invalid or unenforceable, (i) the legality, validity and enforceability of the remaining provisions
of this Amendment and the other Amendment Documents and Loan Documents shall not be affected or
impaired thereby and (ii) the parties shall endeavor in good faith negotiations to replace the
illegal, invalid or unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the illegal, invalid or unenforceable provisions. The
invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.



     (g) The Company agrees to pay or reimburse all reasonable out-of-pocket expenses incurred by
the Administrative Agent and its Affiliates (including the reasonable fees, charges and
disbursements of counsel for the Administrative Agent), in connection with the preparation,
negotiation, execution, delivery and administration of this Amendment and the other Amendment
Documents Agreement or any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be consummated).



     (h) This Amendment shall constitute a Loan Document.



[Signature pages follow]





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[Intentionally Omitted]


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