**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 lendinginstitutions 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 aCredit 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 CreditAgreement, and the Lenders party hereto have agreed to such request, subject to the terms andconditions of this Amendment.
          In consideration of the mutual covenants and agreements herein contained, the parties heretocovenant and agree as follows:
1. Definitions; References; Interpretation.
     (a) Unless otherwise specifically defined herein, each term used herein (including in theRecitals hereof) which is defined in the Credit Agreement shall have the meaning assigned to suchterm in the Credit Agreement.
     (b) As used herein, “Amendment Documents” means this Amendment, the Consent andAgreement 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 eachother similar reference contained in the Credit Agreement, and each reference to “the CreditAgreement” and each other similar reference in the other Loan Documents, shall from and after theEffective Date refer to the Credit Agreement as amended hereby.
     (d) The rules of interpretation set forth in Section 1.02 of the Credit Agreementshall be applicable to this Amendment.
2. Amendments to Credit Agreement. Subject to the terms and conditions hereof, the CreditAgreement 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 CreditAgreement shall be amended by inserting in clause (g) “or premiums or transaction costs paid inconnection with” after “losses arising from”.
     (b) The second proviso in the defined term “Restricted Junior Payment” in Section1.01 of the Credit Agreement shall be amended and restated to read as follows:
providedfurther, that (for the avoidance of doubt) no RestrictedJunior Payment
 

 

shall be deemed to occur with respect to (A) the delivery of Capital Stock uponconversion of or in exchange for any Convertible Note, (B) the ACES converting fromSubordinated Indebtedness into senior Indebtedness in accordance with their terms,(C) any repurchase, prepayments, redemption or acquisition of the LYONs that doesnot violate the terms of this Agreement, (D) any Convertible Note Cash ConversionSettlement in respect of any Senior Convertible Notes, or any other payment,prepayment, redemption, retirement, sinking fund or similar payment, purchase orother acquisition of any Senior Convertible Notes, including any payment of interestor premium thereon, otherthan any portion of any Convertible NoteCash Conversion Settlement resulting from an optional election by the Company toeffect settlement of conversion in cash, or (E) any premium paid to existing holdersof 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 amendedand restated in their entirety as follows:
               “Convertible Notes” means notes or other Indebtedness that areconvertible into Capital Stock of the Company or any of its Subsidiaries at theoption of the holders thereof (including any such convertible notes or otherIndebtedness providing for cash settlement in lieu of delivery of shares of CapitalStock upon any surrender of such notes or other Indebtedness for conversion).
               “Exchange Offers” means one or more exchange offers by the Company tothe holders, or purchases from the holders, of (i) the ACES in substantially theform described to the Administrative Agent and the Lenders in the Company’s letterdated March 29, 2004, and (ii) the Company’s 0.5% Convertible Senior Notes due 2034in substantially the form described to the Administrative Agent and the Lenders inthe Company’s letter dated January 6, 2005.
     (d) The following new definitions shall be inserted in Section 1.01 of the CreditAgreement:
               “Convertible Note Cash Conversion Settlement” means any settlement incash received by any holder of Convertible Notes upon any surrender of itsConvertible Notes for conversion.
               “Senior Convertible Notes” means any Convertible Notes other thanConvertible Notes which constitute Subordinated Indebtedness.
     (e) The text “and” immediately preceding subsection (g) in Section 7.06 of the CreditAgreement shall be deleted, the text “and” shall be inserted at the end of subsection (g), and anew subsection (h) shall be added as follows:
               (h) the Company may effect any Convertible Note Cash Conversion Settlement inrespect of any Convertible Notes, if at the time of such Convertible Note CashConversion 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 CashConversion Settlement
3. Representations and Warranties. The Company hereby represents and warrants to theAdministrative Agent and the Lenders as follows:
     (a) No Default or Event of Default has occurred and is continuing (or would result from theamendment of the Credit Agreement contemplated hereby).
     (b) The execution, delivery and performance by the Company of the Amendment Documents havebeen duly authorized by all necessary corporate and other action and do not and will not requireany registration with, consent or approval of, or notice to or action by, any Person (including anyGovernmental Authority) in order to be effective and enforceable.
     (c) The Amendment Documents constitute the legal, valid and binding obligations of theCompany, enforceable against it in accordance with their respective terms, except to the extentthat the enforceability thereof may be limited by applicable bankruptcy, insolvency,reorganization, moratorium and other laws affecting creditor’s rights generally and by equitableprinciples (regardless of whether enforcement is sought in equity or at law).
     (d) All representations and warranties of the Company contained in the Credit Agreement aretrue and correct in all material respects (except to the extent such representations and warrantiesexpressly refer to an earlier date, in which case they shall be true and correct as of such earlierdate and except that this subsection (d) shall be deemed instead to refer to the last day of themost recent quarter and year for which financial statements have then been delivered in respect ofthe representation and warranty made in Section 5.05 of the Credit Agreement and to takeinto account any amendments to the Schedules to the Credit Agreement and other disclosures made inwriting by the Company to the Administrative Agent and the Lenders after the Closing Date andapproved by the Administrative Agent and the Required Lenders).
     (e) There has occurred since August 20, 2004, no event or circumstance that has resulted orcould 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 forits own reasons, without reliance upon the Administrative Agent and the Lenders or any otherPerson.
     (g) The Company’s obligations under the Credit Agreement and under the other Loan Documentsare not subject to any defense, counterclaim, set-off, right of recoupment, abatement or otherclaim.
4. Conditions of Effectiveness.
     (a) The effectiveness of Section 2 of this Amendment shall be subject to thesatisfaction 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 aduly executed original (or, if elected by the Administrative Agent, an executed facsimile copy) ofthis Amendment.
          (2) The Administrative Agent shall have received the consent of the Subsidiaries of theCompany party to the Pledge Agreement, the Interco Subordination Agreement, the Security Agreementand the Subsidiary Guaranty, in form and substance satisfactory to the Administrative Agent, intheir 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 allfees, costs and expenses due and payable as of the date hereof hereunder and under the CreditAgreement, 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 substancesatisfactory to the Administrative Agent, copies of the resolutions passed by the board ofdirectors of the Company, certified as of the date hereof by the Secretary or an AssistantSecretary 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 theCompany, as the Administrative Agent may require to establish the identities of and verify theauthority and capacity of each Responsible Officer thereof authorized to act as such in connectionwith 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 RequiredLenders may reasonably request relating to any matters relevant hereto, all in form and substancesatisfactory to the Administrative Agent.
     (b) For purposes of determining compliance with the conditions specified in Section4(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 madeavailable 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 acceptableor 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 infull 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 ofthe 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 AdministrativeAgent and the Lenders of this Amendment shall not be deemed to create a course of dealing or anobligation to execute similar waivers or amendments under the same or similar circumstances in thefuture.
     (b) This Amendment shall be binding upon and inure to the benefit of the parties hereto andtheir respective successors and assigns permitted by the Credit Agreement.
     (c) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THESTATE OF NEW YORK.
     (d) This Amendment may be executed in counterparts (and by different parties hereto indifferent counterparts), each of which shall constitute an original, but all of which when takentogether shall constitute a single contract. This Amendment and the other Amendment Documentsconstitute the entire contract among the parties relating to the subject matter hereof andsupersede any and all previous agreements and understandings, oral or written, relating to thesubject matter hereof. Except as provided in Section 4, this Amendment shall becomeeffective when it shall have been executed by the Administrative Agent and when the AdministrativeAgent shall have received counterparts hereof that, when taken together, bear the signatures ofeach of the other parties hereto. Delivery of an executed counterpart of a signature page of thisAmendment by telecopy shall be effective as delivery of a manually executed counterpart of thisAmendment.
     (e) This Amendment may not be amended except in accordance with the provisions of Section10.01 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 provisionsof this Amendment and the other Amendment Documents and Loan Documents shall not be affected orimpaired thereby and (ii) the parties shall endeavor in good faith negotiations to replace theillegal, invalid or unenforceable provisions with valid provisions the economic effect of whichcomes as close as possible to that of the illegal, invalid or unenforceable provisions. Theinvalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceablesuch provision in any other jurisdiction.
     (g) The Company agrees to pay or reimburse all reasonable out-of-pocket expenses incurred bythe Administrative Agent and its Affiliates (including the reasonable fees, charges anddisbursements of counsel for the Administrative Agent), in connection with the preparation,negotiation, execution, delivery and administration of this Amendment and the other AmendmentDocuments 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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