EXHIBIT 10.71


 


July 7, 2008


 


Hon Hai Precision Industry Co., Ltd.


2 Tzu Yu St. Tu-Cheng City


Taipei Hsien, Taiwan 23644


Attn:     General Counsel


 


Re: Amendment to Asset Purchase Agreement
(this “Amendment”)


 


Dear Sirs:


 


Reference
is made to that certain Asset Purchase and Sale Agreement (the “Agreement”) by
and between Sanmina-SCI Corporation (“Sanmina-SCI”) and its wholly-owned
subsidiaries Sanmina-SCI USA Inc., SCI Technology, Inc., Sanmina-SCI
Systems de Mexico S.A. de C.V., Sanmina-SCI Systems Services de Mexico S.A. de
C.V., Sanmina-SCI Hungary Electronics Manufacturing Limited Liability Company
and Sanmina-SCI Australia PTY LTD (together with Sanmina-SCI, the “Sellers”)
and Foxteq Holdings Inc.-Cayman (the “Buyer”), dated February 17, 2008,
pursuant to which Buyer shall purchase certain assets of the Sellers’ personal
computing business and related logistics services located in Hungary, Mexico
and the United States.


 


Pursuant
to certain discussions between Seller and Buyer following the date of the Agreement,
the parties now wish to amend certain Schedules to the Agreement and Exhibits
to the Seller Disclosure Letter including to (1) remove contracts that the
parties agree shall no longer be assigned from Sellers to Buyer in connection
with the Agreement, (2) add certain other contracts not originally
included in such Schedules and (3) make certain changes to Exhibit A
and Exhibit B to the Seller Disclosure Letter.


 


Capitalized
terms used herein and not otherwise defined shall have the meanings set forth
in the Agreement.


 


Amendment


 


A.            The parties agree to amend (1) Schedules
1.1(g), 7.1(f) and 7.2(f) to the Agreement and (2) Exhibit A
and Exhibit B to the Seller Disclosure Letter to read in their entirety as
set forth in the Schedules and Exhibits with the same names and numbers as
attached to this Amendment.


 


B.            The parties agree to amend and
restate Section J of the Recitals in the Agreement in its entirety as
follows:


 


In
connection with the transactions contemplated by this Agreement, Buyer and
Sellers also desire to enter into the Access Agreement to be dated as of the
Closing Date, in the form of Exhibit E hereto, pursuant to which
Sellers shall provide, or cause to be provided, to Buyer or any party
designated by Buyer, access to certain areas in Sellers’ facilities located in
Huntsville, Alabama.


 


C.            Buyer acknowledges that in
connection with the Transaction, Sellers may transfer to Buyer confidential
and/or proprietary information of Sellers that does not constitute Seller
Records (the “Transferred Information”), including but not limited to
information stored on computers or in files transferred as part of the
Purchased Assets.  Buyer agrees that such
Transferred Information shall be deemed to be Confidential Information pursuant
to Section 5.10 of the Agreement, and Buyer shall comply with the
restrictions set forth in Section 5.10 of the Agreement with respect to
such Transferred Information.  Without
limiting the foregoing, upon discovery of any such Transferred Information,
Buyer shall promptly notify Sellers pursuant to Section 11.9 of the
Agreement and destroy or return such Transferred Information to Sellers.


 


In
addition, the Purchased Assets includes computers that host third party
software (the “Identified Software”) which Sellers use to operate the Business
pursuant to the agreements listed on Exhibit A and Exhibit B to the
Seller Disclosure Letter attached hereto, the Fredrick Group, Inc. (“TFG”)
Service Agreement SA-05-0034 effective as of February 1, 2005 between TFG
and Sanmina- SCI, Amendment One to Service Agreement SA-05-0034 effective as of
November 15, 2007 between TFG and Sanmina-SCI, TFG2000E Software Licensing
Agreement (SLA-00-1000) effective as of November 15, 2007 between TFG and
Sanmina-SCI (together, the “Licenses”). 
Buyer represents, warrants and covenants to Sellers that Buyer and/or
its Affiliates shall obtain a license for any Identified Software as soon as
possible and, in any event, within 30 days following the Closing (the “License
Date”).  Buyer further represents, warrants
and covenants to Sellers that Buyer and/or its Affiliates will not use any
Identified Software until Buyer and/or its Affiliates has obtained a license
for the use of such Identified Software through assignment or otherwise.  Buyer also represents, warrants and covenants
to Sellers that 


 

















 


Buyer
and/or its Affiliates shall return to Sellers or destroy any Identified
Software and any documentation or information obtained by Buyer and/or its
Affiliates in connection with any Identified Software for which Buyer and/or
its Affiliates does not have a license (“License Related Information”) on or
prior to the License Date if Buyer and/or its Affiliates has not obtained a
license to use such Identified Software by the License Date.


 


Notwithstanding
any limitations on indirect, punitive, incidental, consequential or special
damages provided for in Section 9.5(e) of the Agreement, Buyer shall
indemnify and hold harmless Sellers from any breach of this Section C and
any loss, cost, expenses (including reasonable attorneys fees), damages and
liabilities arising out of or related to such breach or arising out of or
related to Buyer’s and/or its Affiliates’ use of or failure to obtain a license
to use any Identified Software or License Related Information.  Notwithstanding any limitations on indirect,
punitive, incidental, consequential or special damages provided for in Section 9.5(e) of
the Agreement, Buyer shall also indemnify and hold harmless Sellers from any
loss, cost, expenses (including reasonable attorneys fees), damages and
liabilities arising out of or related to the assignment of any contracts,
including but not limited to the Licenses, from Sellers to Buyer and/or its
Affiliates in connection with any Identified Software.  The foregoing notwithstanding, any such
indemnification of Sellers by Buyer shall not preclude the exercise of any
other remedy by Sellers or the indemnification rights of Sellers under the
Agreement, and the indemnities set forth in this Amendment are not subject to
any basket, cap or other limitation contained in Section 9.5 of the
Agreement and are intended to be broadly construed.


 


D.            Buyer waives any Buyer condition to
closing and any Seller representation or warranty in the Agreement that would
not be satisfied or would not be true in all respects as of the Closing as a
result of the non-assignment of any Identified Software or Licenses.


 


E.             The parties agree that the first
clause of the first sentence of Section 6.5 of the Agreement, which states
“At the same time Sellers deliver the Preliminary Net Asset Value Statement to
Buyer” shall be amended and restated in its entirety to read “At any time prior
to the Closing.”


 


F.             Buyer agrees to reimburse
Sanmina-SCI for all fees accrued by Sanmina-SCI after the Closing pursuant to
the Amendment to the Enterprise License Order dated June 29, 2008 by and
between BMC Software, Inc. (“BMC”) and Sanmina-SCI (the “Enterprise
License Order”).  Buyer agrees to
reimburse Sanmina-SCI within 30 days following Sanmina-SCI’s receipt of an
invoice from BMC under the Enterprise License Order.


 


G.            Buyer agrees to reimburse
Sanmina-SCI for the full amount of Sanmina-SCI’s $84,375 obligation to Infor
Global Solutions (Michigan), Inc. (“Infor”) pursuant to the Addendum to
Agreement by and between Infor and Sanmina-SCI, dated April 16, 2008,
providing Sanmina-SCI with the right to assign the Master Software License
Agreement dated June 27, 2003 and related services to Buyer.  Buyer shall reimburse Sanmina-SCI within 30
days following the receipt of an invoice or notice of payment from Sanmina-SCI.


 


Miscellaneous


 


A.            Entire Agreement.  This Amendment, including the Schedules and
Exhibits attached hereto, constitute the full and entire understanding and
agreement among the parties with regard to the subjects hereof and thereof, and
such Schedules and Exhibits amend and supersede any previous versions of such
Schedules and Exhibits or any contrary language contained in the Agreement, as
of the date of this Amendment.


 


B.            Severability.  If any provision of this Amendment becomes or
is declared by a court of competent jurisdiction to be illegal, unenforceable
or void, portions of such provision, or such provision in its entirety, to the
extent necessary, shall be severed from this Amendment, and such court will replace
such illegal, void or unenforceable provision of this Amendment with a valid
and enforceable provision that will achieve, to the extent possible, the same
economic, business and other purposes of the illegal, void or unenforceable
provision.  The balance of this Amendment
shall be enforceable in accordance with its terms.


 


C.            Counterparts.  In addition, this Amendment may be executed
in any number of counterparts, each of which shall be enforceable against the
parties actually executing such counterparts, and all of which together shall
constitute one instrument.


 


D.            Further Assurances.  Each party hereto agrees to execute and
deliver, by the proper exercise of its corporate, limited liability company,
partnership or other powers, all such other and additional instruments and
documents and do all such other acts and things as may be necessary to more
fully effectuate this Amendment.


 


Except
as amended hereby, all other terms and conditions of the Agreement shall remain
in full force and effect.


 

















 


Very
truly yours,


 


	
   

  	
  SANMINA-SCI
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/
  David L. White

  
	
   

  	
   

  
	
   

  	
  Title:
  Executive Vice President and CFO

  



 


Cc:
Frank Liang


 


[SIGNATURE PAGE TO AMENDMENT TO ASSET SALE AND PURCHASE AGREEMENT]


 

















 


AGREED
AND ACKNOWLEDGED:


	 
	
   

  	
  FOXTEQ HOLDINGS
  INC.-CAYMAN

  	 

	 
	
   

  	
   

  	
   

  	 

	 
	
   

  	
   

  	
   

  	 

	 
	
   

  	
   

  	
  By: 

  	
  /s/
  Max Chung

  	 

	 
	
   

  	
   

  	
  Name:
   Max Chung

  	 

	 
	
   

  	
   

  	
  Title:
  Officer

  	 

	 
	
   

  	
   

  	
   

  	 

	 
	
   

  	
  SANMINA-SCI USA
  INC.

  	 

	 
	
   

  	
   

  	
   

  	 

	 
	
   

  	
   

  	
   

  	 

	 
	
   

  	
   

  	
  By: 

  	
  /s/
  David L. White

  	 

	 
	
   

  	
   

  	
  Name:
   David L. White

  	 

	 
	
   

  	
   

  	
  Title:
  CFO

  	 

	 
	
   

  	
   

  	
   

  	 

	 
	
   

  	
  SCI TECHNOLOGY,
  INC.

  	 

	 
	
   

  	
   

  	
   

  	 

	 
	
   

  	
   

  	
   

  	 

	 
	
   

  	
   

  	
  By: 

  	
  /s/
  David L. White

  	 

	 
	
   

  	
   

  	
  Name:
   David L. White

  	 

	 
	
   

  	
   

  	
  Title:
  CFO

  	 

	 
	
   

  	
   

  	
   

  	 

	 
	
   

  	
  SANMINA-SCI
  SYSTEMS DE MEXICO S.A. DE C.V.

  	 

	 
	
   

  	
   

  	
   

  	 

	 
	
   

  	
   

  	
   

  	 

	 
	
   

  	
   

  	
  By: 

  	
  /s/
  David L. White

  	 

	 
	
   

  	
   

  	
  Name:
   David L. White

  	 

	 
	
   

  	
   

  	
  Title:
  Authorized Signatory

  	 

	 
	
   

  	
   

  	
   

  	 

	 
	
   

  	
  SANMINA-SCI
  SYSTEMS SERVICES DE MEXICO S.A. DE C.V.

  	 

	 
	
   

  	
   

  	
   

  	 

	 
	
   

  	
   

  	
   

  	 

	 
	
   

  	
   

  	
  By: 

  	
  /s/
  David L. White

  	 

	 
	
   

  	
   

  	
  Name:
   David L. White

  	 

	 
	
   

  	
   

  	
  Title:
  Authorized Signatory

  	 

	 
	
   

  	
   

  	
   

  	 

	 
	
   

  	
  SANMINA-SCI
  HUNGARY ELECTRONICS MANUFACTURING L.L.C.

  	 

	 
	
   

  	
   

  	
   

  	 

	 
	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  By: 

  	
  /s/
  David L. White

  
	 
	
   

  	
   

  	
  Name:
   David L. White

  	 

	 
	
   

  	
   

  	
  Title:
  Authorized Signatory

  	 

	 
	
   

  	
   

  	
   

  	 

	 
	
   

  	
  SANMINA-SCI
  AUSTRALIA PTY LTD

  	 

	 
	
   

  	
   

  	 

	 
	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  By: 

  	
  /s/
  David L. White

  
	 
	
   

  	
   

  	
  Name:
   David L. White

  	 

	 
	
   

  	
   

  	
  Title:
  Authorized Signatory

  	 

						



 


 


[SIGNATURE PAGE TO AMENDMENT TO ASSET SALE AND PURCHASE AGREEMENT]