OR PROVES TO HAVE BEEN INCORRECT
OR MISLEADING IN A MATERIAL RESPECT IN THE CONTEXT OF THIS AGREEMENT WHEN MADE
OR DEEMED TO BE MADE.
(D)
INSOLVENCY
(I)
THE SUPPLIER OR THE BUYER IS UNABLE OR ADMITS INABILITY TO PAY
ITS DEBTS AS THEY FALL DUE, SUSPENDS MAKING PAYMENT ON ANY OF ITS DEBTS OR, BY
REASON OF ACTUAL OR ANTICIPATED FINANCIAL DIFFICULTIES, COMMENCES NEGOTIATIONS
WITH ONE OR MORE OF ITS CREDITORS WITH A VIEW TO RESCHEDULING ANY MATERIAL
AMOUNT OF ITS INDEBTEDNESS.
(II)
A MORATORIUM IS DECLARED IN RESPECT OF ANY FINANCIAL INDEBTEDNESS
OF THE SUPPLIER OR THE BUYER.
(E)
INSOLVENCY PROCEEDINGS - ANY CORPORATE ACTION, LEGAL PROCEEDINGS
OR OTHER PROCEDURE IS TAKEN IN RELATION TO:
(I)
THE SUSPENSION OF PAYMENTS, A MORATORIUM OF ANY INDEBTEDNESS,
WINDING-UP, DISSOLUTION, ADMINISTRATION, EXAMINERSHIP OR REORGANISATION (BY WAY
OF VOLUNTARY ARRANGEMENT, SCHEME OF ARRANGEMENT OR OTHERWISE) OF THE SUPPLIER OR
THE BUYER;
(II)
A COMPOSITION, ASSIGNMENT OR ARRANGEMENT WITH THE CREDITORS AS A
WHOLE OF EITHER THE SUPPLIER OR THE BUYER;
12
(III)
THE APPOINTMENT OF A LIQUIDATOR, RECEIVER, ADMINISTRATOR,
ADMINISTRATIVE RECEIVER, EXAMINER, COMPULSORY MANAGER OR OTHER SIMILAR OFFICER
IN RESPECT OF THE SUPPLIER OR THE BUYER OR ANY ITS ASSETS; OR
(IV)
ENFORCEMENT OF ANY ENCUMBRANCE OVER ANY OF THE SUPPLIER OR THE
BUYER ASSETS,
OR ANY ANALOGOUS PROCEDURE OR STEP IS TAKEN IN ANY JURISDICTION.
(F)
MATERIAL ADVERSE CHANGE - THE OCCURRENCE OF A MATERIAL ADVERSE
CHANGE.
(G)
SANMINA-SCI CORPORATION
Any of the following occur in relation to Sanmina-SCI Corporation (a company
registered in the State of Delaware as company number 2195845) ("Sanmina-SCI
Corporation"):
(I)
THE CREDIT RATING OF SANMINA-SCI CORPORATION, AS PROVIDED BY
STANDARD & POOR'S RATING SERVICES OR MOODY'S INVESTOR SERVICES, IS DOWNGRADED BY
TWO OR MORE SUB-GRADES FROM ITS CREDIT RATING ON THE DATE OF AMENDMENT AND
RESTATEMENT DEED; AND
(II)
THERE OCCURS AN EVENT OF DEFAULT (HOWSOEVER DESCRIBED) UNDER ANY
CREDIT FACILITY PROVIDED BY THE BANK OR ANY OF THE BANK'S AFFILIATES TO
SANMINA-SCI CORPORATION AND/OR ANY OF ITS AFFILIATES INCLUDING (WITHOUT
LIMITATION) THE AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT DATED AS OF
16 DECEMBER 2005 AND MADE AMONG (AMONGST OTHERS) SANMINA-SCI CORPORATION, THE
SUBSIDIARIES OF SANMINA - SCI CORPORATION PARTY THERETO AS GUARANTORS, THE
LENDERS FROM TIME TO TIME PARTY THERETO, BANK OF AMERICA N.A. AS ADMINISTRATIVE
AGENT AND CITIBANK N.A. AS COLLATERAL AGENT.
(H)
BREACH OF OBLIGATIONS - THE SUPPLIER DOES NOT COMPLY WITH ANY
PROVISION OF THIS AGREEMENT AND SUCH FAILURE, IF CAPABLE OF REMEDY, IS NOT
REMEDIED WITHIN 15 BUSINESS DAYS OF THE BANK GIVING NOTICE TO THE SUPPLIER OR OF
THE SUPPLIER BECOMING AWARE OF THE FAILURE TO COMPLY.
9.2
IF A TERMINATION EVENT OCCURS AND IS CONTINUING UNREMEDIED OR
UNWAIVED FOR 30 DAYS THE BANK MAY, BY NOTICE TO THE SUPPLIER, TERMINATE THE
OPERATION OF CLAUSE 2 (THE FACILITY) OR SUSPEND THE OPERATION OF THAT CLAUSE FOR
SUCH PERIOD AS THE BANK MAY SPECIFY; PROVIDED THAT FOR THE AVOIDANCE OF DOUBT
THE BANK SHALL BE OBLIGED TO ACQUIRE ALL