WHICH IT IS EXPRESSED TO BE PAYABLE UNLESS:
(I)
ITS FAILURE TO PAY IS CAUSED BY
ADMINISTRATIVE OR TECHNICAL ERROR; AND
(II)
PAYMENT IS MADE WITHIN THIRTY DAYS OF ITS
DUE DATE; OR
(III)
THE SUPPLIER REPURCHASES THE RELEVANT ACCOUNT
RECEIVABLE,
(B)
OTHER OBLIGATIONS - THE BUYER OR THE SUPPLIER
DOES NOT COMPLY WITH ANY MATERIAL PROVISION OF THE COMMERCIAL CONTRACT (OTHER
THAN THOSE REFERRED TO IN SUB CLAUSE (A) (NON-PAYMENT) AND SUCH FAILURE (IF
CAPABLE OF REMEDY) IS NOT REMEDIED WITHIN THIRTY DAYS.
(C)
MISREPRESENTATION - ANY REPRESENTATION OR
STATEMENT MADE OR DEEMED TO BE MADE BY THE SUPPLIER IN THIS AGREEMENT IS 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
13
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;
(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