COPIES OF THE CHARTER DOCUMENTS OF EACH
OBLIGOR, CERTIFIED BY THE SECRETARY OF STATE OR OTHER APPROPRIATE OFFICIAL OF
SUCH OBLIGOR'S JURISDICTION OF ORGANIZATION.
AGENT SHALL HAVE RECEIVED GOOD
STANDING CERTIFICATES FOR EACH OBLIGOR, ISSUED BY THE SECRETARY OF STATE OR
OTHER APPROPRIATE OFFICIAL OF SUCH OBLIGOR'S JURISDICTION OF ORGANIZATION.
H.
AGENT SHALL HAVE RECEIVED COPIES OF POLICIES OR CERTIFICATES OF
INSURANCE FOR THE INSURANCE POLICIES CARRIED BY OBLIGORS, ALL IN COMPLIANCE WITH
THE LOAN DOCUMENTS.
I.
AGENT SHALL HAVE COMPLETED ITS BUSINESS, FINANCIAL AND LEGAL DUE
DILIGENCE OF OBLIGORS, INCLUDING (I) COMPLETION AND A ROLL-FORWARD OF ITS
PREVIOUS FIELD EXAMINATION, WITH RESULTS SATISFACTORY TO AGENT; (II) COMPLETION
OF THE INVENTORY APPRAISAL CONDUCTED BY EMERALD TECHNOLOGY VALUATIONS WITH
RESULTS SATISFACTORY TO AGENT; (III) A SATISFACTORY REVIEW OF SANMINA'S
CONTRACTS WITH ITS CUSTOMERS; AND (IV) A SATISFACTORY REVIEW OF THE TERMS OF
SANMINA'S ONGOING LEGAL ENTITY RATIONALIZATION PROGRAM.
SINCE SEPTEMBER 29,
2007 THERE SHALL NOT HAVE OCCURRED ANY EVENT OR CIRCUMSTANCE THAT HAD OR COULD
BE REASONABLY EXPECTED, EITHER INDIVIDUALLY OR IN THE AGGREGATE, TO HAVE A
MATERIAL ADVERSE EFFECT.
J.
OBLIGORS SHALL HAVE PAID ALL FEES AND EXPENSES (INCLUDING THE
REASONABLE FEES AND EXPENSES OF COUNSEL (INCLUDING ANY LOCAL COUNSEL) FOR AGENT)
TO BE PAID TO AGENT, THE LEAD ARRANGERS AND LENDERS ON THE CLOSING DATE.
K.
AGENT AND THE LENDERS SHALL HAVE RECEIVED ALL DOCUMENTATION AND
OTHER INFORMATION REQUIRED BY REGULATORY AUTHORITIES UNDER APPLICABLE
ANTI-TERRORISM LAWS AND "KNOW YOUR CUSTOMER" RULES AND REGULATIONS.
L.
RESERVED.
M.
THERE SHALL BE NO ACTION, SUIT, INVESTIGATION OR PROCEEDING
PENDING OR, TO THE KNOWLEDGE OF THE BORROWERS, THREATENED IN WRITING IN ANY
COURT OR BEFORE ANY ARBITRATOR OR GOVERNMENTAL AUTHORITY THAT, EITHER
INDIVIDUALLY OR IN THE AGGREGATE, COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
N.
AGENT, SYNDICATION AGENT AND THE LEAD ARRANGERS SHALL HAVE
RECEIVED, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THEM, (A) FINANCIAL
PROJECTIONS OF THE BORROWERS AND THEIR SUBSIDIARIES EVIDENCING THE ABILITY OF
SANMINA AND ITS SUBSIDIARIES TO COMPLY WITH THE FINANCIAL COVENANT SET FORTH IN
SECTION 10.3 AND (B) A SUMMARY OF PRELIMINARY YEAR-END RESULTS FOR THE FISCAL
YEAR ENDED SEPTEMBER 27, 2008.
O.
AGENT SHALL HAVE RECEIVED A "PAY-OFF" LETTER IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO AGENT WITH RESPECT TO THE REPAYMENT IN FULL
AND THE TERMINATION OF ANY
59
COMMITMENT TO MAKE EXTENSIONS OF CREDIT UNDER THAT CERTAIN AMENDED AND RESTATED
CREDIT AND GUARANTY AGREEMENT DATED DECEMBER 16, 2005 AMONG SANMINA, CERTAIN
GUARANTORS PARTY THERETO, CERTAIN LENDERS AND FINANCIAL INSTITUTIONS PARTY
THERETO AND AGENT, AS ADMINISTRATIVE AGENT (AS AMENDED, RESTATED, SUPPLEMENTED
OR OTHERWISE MODIFIED).
P.
AGENT SHALL HAVE RECEIVED A BORROWING BASE CERTIFICATE PREPARED
AS OF OCTOBER 25, 2008.
UPON GIVING EFFECT TO THE INITIAL FUNDING OF LOANS AND
ISSUANCE OF LETTERS OF CREDIT, AND THE PAYMENT BY BORROWERS OF ALL FEES AND
EXPENSES INCURRED IN CONNECTION HEREWITH, AVAILABILITY SHALL BE AT LEAST
$75,000,000.
6.2
Conditions Precedent to All Credit Extensions.
Agent, Issuing
Bank and Lenders shall not be required to fund