Exhibit  10.1

 

$250,000,000

THREE-YEAR FACILITY

CREDIT AGREEMENT

Dated as of February 14, 2002

among

SOLECTRON CORPORATION,

as the Borrower,

GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Sole Lead Arranger, Sole Book Runner

and Co-Syndication Agent,

BANK OF AMERICA, N.A.,

as Administrative Agent,

JPMORGAN CHASE BANK,

as Co-Syndication Agent,

THE BANK OF NOVA SCOTIA,

as Documentation Agent

and 

The Other Lenders Party Hereto

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS AND ACCOUNTING TERMS	*

1.01	Defined Terms	*

1.02	Other Interpretive Provisions	*

1.03	Accounting Terms.	*

1.04	Rounding	*

1.05	References to Agreements and Laws	*

ARTICLE II THE COMMITMENTS AND CREDIT EXTENSIONS	*

2.01	Revolving Loans	*

2.02	Borrowings, Conversions and Continuations of Loans.	*

2.03	Letters of Credit.	*

2.04	Prepayments	*

2.05	Reduction or Termination of Commitments	*

2.06	Repayment of Loans	*

2.07	Interest.	*

2.08	Fees	*

2.09	Evidence of Debt.	*

2.10	Payments Generally.	*

2.11	Sharing of Payments	*

2.12	Increase in Loan Commitments.	*

2.13	Swap Commitments.	*

ARTICLE III TAXES, YIELD PROTECTION AND ILLEGALITY	*

3.01	Taxes.	*

3.02	Illegality	*

3.03	Inability to Determine Rates	*

3.04	Increased Cost and Reduced Return; Capital Adequacy.	*

3.05	Compensation for Losses	*

3.06	Matters Applicable to all Requests for Compensation.	*

3.07	Survival	*

ARTICLE IV CONDITIONS PRECEDENT TO EFFECTIVENESS OF COMMITMENTS AND CREDITEXTENSIONS	*

4.01	Conditions of Effectiveness	*

4.02	Conditions to all Credit Extensions	*

ARTICLE V REPRESENTATIONS AND WARRANTIES	*

5.01	Existence, Qualification and Power; Compliance with Laws	*

5.02	Authorization; No Contravention	*

5.03	Governmental Authorization; Other Consents	*

5.04	Binding Effect	*

5.05	Financial Statements; No Material Adverse Effect.	*

5.06	Litigation	*

5.07	No Default	*

5.08	Ownership of Property; Liens	*

5.09	Environmental Compliance	*

5.10	Insurance	*

5.11	Taxes	*

5.12	ERISA Compliance.	*

5.13	Subsidiaries.	*

5.14	Margin Regulations; Investment Company Act; Public Utility HoldingCompany Act.	*

5.15	Disclosure	*

5.16	Intellectual Property; Licenses, Etc	*

5.17	Senior Indebtedness	*

5.18	Security Interest	*

5.19	No Restricted Junior Payments	*

5.20	Solvency	*

ARTICLE VI AFFIRMATIVE COVENANTS	*

6.01	Financial Statements	*

6.02	Certificates; Other Information	*

6.03	Notices	*

6.04	Payment of Obligations	*

6.05	Preservation of Existence, Etc	*

6.06	Maintenance of Properties	*

6.07	Maintenance of Insurance	*

6.08	Compliance with Laws	*

6.09	Books and Records	*

6.10	Inspection Rights	*

6.11	Compliance with ERISA.	*

6.12	Use of Proceeds	*

6.13	Senior Indebtedness	*

6.14	Covenant to Guarantee Obligations and Give Security.	*

6.15	Post-Closing Items	*

ARTICLE VII NEGATIVE COVENANTS	*

7.01	Liens	*

7.02	Investments	*

7.03	Indebtedness	*

7.04	Fundamental Changes	*

7.05	Dispositions	*

7.06	Restricted Junior Payments	*

7.07	ERISA	*

7.08	Change in Nature of Business; Fiscal Year End	*

7.09	Transactions with Affiliates	*

7.10	Capital Expenditures	*

7.11	Burdensome Agreements	*

7.12	Use of Proceeds	*

7.13	Financial Covenants.	*

7.14	LYONS	*

ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES	*

8.01	Events of Default	*

8.02	Remedies Upon Event of Default	*

ARTICLE IX AGENTS	*

9.01	Appointment and Authorization of Agents.	*

9.02	Delegation of Duties	*

9.03	Liability of Agent-Related Persons	*

9.04	Reliance by Agent-Related Persons.	*

9.05	Notice of Default	*

9.06	Credit Decision; Disclosure of Information by Agent-RelatedPersons	*

9.07	Indemnification of Agent-Related Persons	*

9.08	Each Agent in its Individual Capacity	*

9.09	Successor Administrative Agent and Collateral Agent.	*

9.10	Other Agents	*

9.11	Agents Under Other Loan Documents.	*

ARTICLE X MISCELLANEOUS	*

10.01	Amendments, Etc	*

10.02	Notices and Other Communications; Facsimile Copies.	*

10.03	No Waiver; Cumulative Remedies	*

10.04	Attorney Costs, Expenses and Taxes	*

10.05	Indemnification by the Borrower	*

10.06	Marshalling; Payments Set Aside	*

10.07	Successors and Assigns.	*

10.08	Confidentiality	*

10.09	Right to Set Off	*

10.10	Interest Rate Limitation	*

10.11	Counterparts	*

10.12	Integration	*

10.13	Survival of Representations and Warranties	*

10.14	Severability	*

10.15	Foreign Lenders.	*

10.16	Removal and Replacement of Lenders.	*

10.17	Governing Law.	*

10.18	Waiver of Right to Trial byJury	*

10.19	ENTIRE AGREEMENT	*

10.20	Independence of Covenants	*

10.21	Obligations Several; Independent Nature of Lenders' Rights	*

 

 
**SCHEDULES**
2.01	Commitments and Pro Rata Shares

2.03	Existing Letters of Credit