EXHIBIT 10.27
AMENDMENT NO. 1
Dated as of April 22, 2004
to
RECEIVABLES PURCHASE AGREEMENT
Dated as of February 25, 2004
THIS AMENDMENT NO. 1 dated as of April 22, 2004 ("Amendment")
is entered into by and among Jabil Circuit Financial II, Inc., a Delaware
corporation (the "Seller"), Jabil Circuit, Inc., a Delaware corporation (the
"Servicer"), Jupiter Securitization Corporation ("Jupiter"), the financial
institutions party hereto (the "Financial Institutions") and Bank One, NA (Main
Office Chicago), as Agent (the "Agent"). Capitalized terms used herein and not
otherwise defined herein shall have the meanings ascribed to them in the RPA,
as defined below.
PRELIMINARY STATEMENTS
A. The Seller, the Servicer, Jupiter, the Financial
Institutions and the Agent are parties to that certain Receivables Purchase
Agreement dated as of February 25, 2004 (as the same may be amended, restated,
supplemented or otherwise modified from time to time, the "RPA").
B. The parties hereto have agreed to amend the RPA on
the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises set forth
above, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Seller, the Servicer, Jupiter, the
Financial Institutions and the Agent agree as follows:
SECTION 1. Amendment to the RPA. Effective as of the date
hereof, subject to the satisfaction of the conditions precedent set forth in
Section 2 below, the RPA is hereby amended as follows:
1.1 Section 9.1(f) of the RPA is hereby amended to
replace the period at the end of clause (ii) with "; or" and add the following
clause (iii) at the end:
(iii) the average of the Dilution Ratios as at
the end of such month and the two preceding months shall
exceed 8.0%.
1.2 Exhibit I to the RPA is hereby amended to add the
following definitions in the appropriate alphabetical order:
"Default Proxy Ratio" means, as at the last day of any
calendar month, a percentage equal to (i) the sum of (A) the aggregate
Outstanding Balance of all Receivables greater than 90 days past due
and less than 121 days past due as of
such day plus (B) the aggregate Outstanding Balance of all Receivables
that became Charged-Off Receivables during such month and which have
remained unpaid for less than 91 days from the original invoice date,
divided by (ii) the Originator Sales during the month ended three (3)
months prior to such month.
"Dilution Horizon Ratio" means, as of the last day of any
calendar month, a percentage equal to (i) the Originator Sales during
such calendar month divided by (ii) the aggregate Outstanding Balance
of all Eligible Receivables as of such date.
"Dilution Percentage" means, as of the last day of any
calendar month, a percentage equal to the following calculation:
[(2 x ED) + ((DS - ED) x DS / ED)] x DHR
where:
ED = the Expected Dilution Ratio at such time.
DS = the Dilution Spike Ratio at such time.
DHR = the Dilution Horizon Ratio at such time.
"Dilution Ratio" means, as of the last day of any calendar
month, a percentage equal to (i) the aggregate amount of Dilutions
which accrued during such calendar month, divided by (ii) the
Originator Sales during the month ending one (1) calendar month prior
to such date.
"Dilution Spike Ratio" means, as of the last day of any
calendar month, a percentage equal to the highest Dilution Ratio as of
the last day of any of the twelve (12) months then most recently
ended.
"Expected Dilution Ratio" means, as of any date, the average
of the Dilution Ratios in respect of the twelve (12) immediately
preceding months.
1.3 Exhibit I to the RPA is hereby further amended to
delete the definitions of "Dilution Reserve", "Loss Ratio" and "Purchase Limit"
and replace them with the following:
"Dilution Reserve" means, on any date, an amount equal to the
greater of (i) $12,000,000 and (ii) an amount equal to the Dilution
Percentage multiplied by the Net Receivables Balance on such date.
"Loss Ratio" means, as of the last day of any calendar month,
a percentage equal to the highest three-month rolling average Default
Proxy Ratio as of the last day of any of the twelve (12) months then
most recently ended.
"Purchase Limit" means $120,000,000.
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1.4 Schedule A to the RPA is hereby amended to delete
the "$102,000,000" Commitment amount of Bank One, NA (Main Office Chicago) and
replace it with the amount "$122,400,000."
SECTION 2. Conditions Precedent. This Amendment shall become
effective as of the date first above written, upon receipt by the Agent of four
(4) copies of this Amendment duly executed by each of the Seller, the Servicer,
the Purchasers and the Agent.
SECTION 3. Covenants, Representations and Warranties of the
Seller and the Servicer.
3.1 Upon the effectiveness of this Amendment, each of
the Seller and the Servicer hereby reaffirms all covenants, representations and
warranties made by it, to the extent the same are not amended hereby, in the
RPA, as amended, and agrees that all such covenants, representations and
warranties shall be deemed to have been re-made as of the effective date of
this Amendment.
3.2 Each of the Seller and the Servicer hereby
represents and warrants, (i) that this Amendment constitutes the legal, valid
and binding obligation of such Person enforceable against such Person in
accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the enforcement of creditors' rights generally and general principles of equity
which may limit the availability of equitable remedies and (ii) upon the
effectiveness of this Amendment, no Amortization Event or Potential
Amortization Event has occurred or is continuing.
SECTION 4. Reference to the Effect on the RPA.
4.1 Upon the effectiveness of this Amendment, each
reference in the RPA to "this Agreement," "hereunder," "hereof," "herein,"
"hereby" or words of like import shall mean and be a reference to the RPA as
amended hereby, and each reference to the RPA in any other document, instrument
or agreement executed and/or delivered in connection with the RPA shall mean
and be a reference to the RPA as amended hereby.
4.2 Except as specifically amended hereby, the RPA and
the other documents, instruments and agreements executed and/or delivered in
connection therewith shall remain in full force and effect and are hereby
ratified and confirmed.
4.3 The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of the
Purchasers or the Agent under the RPA or any of the other Transaction
Documents, nor constitute a waiver of any provision contained therein, except
as specifically set forth herein.
SECTION 5. Headings. Section headings in the Amendment are
included herein for convenience of reference only and shall not constitute part
of this Amendment for any other purpose.
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SECTION 6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF
CONFLICTS) OF THE STATE OF ILLINOIS.
SECTION 7. Counterparts. This Amendment may be executed by
one or more of the parties to this Amendment on any number of separate
counterparts and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
SECTION 8. Fees and Expenses. The Seller hereby confirms its
agreement to pay on demand all reasonable costs and expenses in connection with
the preparation, execution and delivery of this Amendment and any of the other
instruments, documents and agreements to be executed and/or delivered in
connection herewith, including, without limitation, the reasonable fees and
out-of-pocket expenses of counsel to the Agent.
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IN WITNESS WHEREOF, this Amendment has been duly executed as
of the day and year first above written.
JABIL CIRCUIT FINANCIAL II, INC.
By: /s/ XXXXX XXXXXXXX
-----------------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President
JABIL CIRCUIT, INC., as Servicer
By: /s/ XXXXXX XXXXXXXXX
-----------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Treasurer
JUPITER SECURITIZATION CORPORATION
By: /s/ XXXXXXX XXXXXX
-----------------------------------
Name: Xxxxxxx Xxxxxx
Title: Authorized Signatory
BANK ONE, NA (Main Office Chicago), as
a Financial Institution and as Agent
By: /s/ XXXXXXX XXXXXX
-----------------------------------
Name: Xxxxxxx Xxxxxx
Title: Director, Capital Markets
