EXHIBIT 4.1
EXECUTION COPY
FIRST AMENDMENT TO FIRST AMENDED AND RESTATED
CREDIT AGREEMENT
This FIRST AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT
AGREEMENT (this "AMENDMENT") is dated as of October 25, 2000 and entered into by
and among Manufacturers' Services Limited, a Delaware corporation ("Company"),
the financial institutions listed on the signature pages hereof, Bank of
America, N.A., as Administrative Agent, as Collateral Agent, and as Issuing
Lender, DLJ Capital Funding, Inc., as Syndication Agent and ABN AMRO Bank N.V.
and Barclays Bank PLC as Co-documentation Agents, and is made with reference to
that certain First Amended and Restated Credit Agreement (the "CREDIT
AGREEMENT"), dated as of September 29, 2000, by and among Company, Lenders, DLJ
Capital Funding, Inc., as Syndication Agent, and Bank of America, N.A., as
Administrative Agent, as Collateral Agent and as Issuing Lender and ABN AMRO
Bank N.V. and Barclays Bank PLC as Co-documentation Agents. Capitalized terms
used herein without definition shall have the same meanings herein as set forth
in the Credit Agreement.
RECITALS
WHEREAS, Company and Lenders have agreed to amend the Credit
Agreement to (1) amend the terms and conditions of the Acquisition Term Loans,
(2) provide a borrowing base for the Loans and (3) clarify that no existing
Leasehold Property is a Material Leasehold Property; and
WHEREAS, Company and Lenders have agreed to amend the Credit
Agreement in certain other respects.
NOW, THEREFORE, in consideration of the premises and the
agreements, provisions and covenants herein contained, the parties hereto agree
as follows:
SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT
1.1 AMENDMENT TO SUBSECTION 1.1: CERTAIN DEFINED TERMS.
A. Subsection 1.1 of the Credit Agreement is hereby amended by adding
the following definitions:
"ACCOUNTS RECEIVABLE" means, as at any date of determination thereof,
the unpaid portion of the obligations as stated on the respective invoice issued
to a customer of a Person with respect to Inventory sold and shipped or services
performed in the ordinary course of business, net of any credits, rebates or
offsets asserted or granted by such Person to the respective customer; PROVIDED
that no intercompany account shall be an Account Receivable.
"BORROWING BASE" means, as at any date of determination, (a) the sum of
(1) 85% of all Eligible Accounts Receivable of Company and its Domestic
Subsidiaries, (2) 45% of all Eligible Inventory of Company and its Domestic
Subsidiaries and (3) the lesser of (A) (i) the sum of 40% of all Eligible
Accounts Receivable of Company's Foreign Subsidiaries and (ii) 15% of all
Eligible Inventory of Company's Foreign Subsidiaries and (B) $50,000,000 MINUS
(b) the outstanding principal amount of the Term Loans. Notwithstanding any
other provision of this Agreement, the percentages set forth above may not be
increased without the consent of all of the Lenders.
"BORROWING BASE CERTIFICATE" means a certificate substantially in the
form of Exhibit XIV delivered to Administrative Agent by Company pursuant
subsection 6.1(xvi).
"ELIGIBLE ACCOUNTS RECEIVABLE" means, as at any date of determination,
the aggregate dollar value as shown on the books and records of Company and its
Subsidiaries of all Accounts Receivable; PROVIDED, HOWEVER, that unless
otherwise agreed by Requisite Lenders, the following Accounts Receivable are not
Eligible Accounts Receivable:
(i) Accounts Receivable which, at the date of issuance of the
respective invoice therefor, were payable more than sixty-five (65)
days after the date of issuance of such invoice;
(ii) Accounts Receivable which remain unpaid for more than
ninety (90) days after the due date specified in the original invoice
or for more than one hundred and twenty (120) days after invoice date
if no due date was specified;
(iii) Accounts Receivable with respect to which the customer
is the United States of America or any department, agency or
instrumentality thereof unless, with respect to such Accounts
Receivable, the Federal Assignment of Claims Act (31 U.S.C. Section
3727) has been complied with;
(iv) Accounts Receivable with respect to which the customer is
an Affiliate of a Person or a director, officer, agent, stockholder or
employee of a Person or any of its Affiliates, other than Accounts
Receivable resulting from arms-length transactions in the ordinary
course of business;
(v) Accounts Receivable due from a customer if more than
twenty-five percent (25%) of the aggregate amount of Accounts
Receivable of such customer have at the time remained unpaid for more
than one hundred and twenty ( 120) days after the invoice date or
ninety (90) days after the due date specified in the original invoice;
(vi) As to Accounts Receivable of Company or a Domestic
Subsidiary, Accounts Receivable evidenced by an instrument (as defined
in Article 9 of the UCC) not in the possession of Collateral Agent;
(vii) As to Accounts Receivable of Company or a Domestic
Subsidiary, Accounts Receivable with respect to which Collateral Agent
does not have a valid, First
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Priority Lien, and Accounts Receivable subject to any Lien except those
in favor of Collateral Agent and Permitted Encumbrances junior to the
Liens in favor of Collateral Agent;
(viii) As to Accounts Receivable of Company's Foreign
Subsidiaries, Accounts Receivable subject to any Lien;
(ix) Accounts Receivable with respect to which the customer is
the subject of any bankruptcy or other insolvency proceeding;
(x) Accounts Receivable with respect to which the customer's
obligation to pay is conditional or subject to a repurchase obligation
or contractual right to return, including xxxx and hold sales,
guaranteed sales, sale or return transactions, sales on approvals or
consignment sales;
(xi) Accounts Receivable with respect to which there is any
unresolved dispute with the customer (but only to the extent of such
dispute) involving more than $150,000 in the aggregate for such
customer;
(xii) Accounts Receivable with respect to which the customer
is located in New Jersey, Minnesota or any other state denying
creditors access to its courts in the absence of a Notice of Business
Activities Report or other similar filing, unless such Person has
either qualified as a foreign corporation authorized to transact
business in such state or has filed a Notice of Business Activities
Report or similar filing with the applicable state agency for the then
current year;
(xiii) Accounts Receivable as to which Company or a Subsidiary
of Company does not have lawful and absolute title or which Accounts
Receivable are not, in such Person's reasonable judgment, collectible
in the ordinary course of business; and
(xiv) Accounts Receivable which Requisite Lenders determine in
their reasonable discretion to be unacceptable for borrowing purposes.
"ELIGIBLE INVENTORY" means as at any date of determination, the
aggregate Dollar value as shown on the books and records of Company and its
Subsidiaries of all Inventory (including raw materials, purchased parts and
work-in-process Inventory); PROVIDED, however that unless otherwise agreed by
Requisite Lenders, the following Inventory is not Eligible Inventory:
(i) finished goods which do not meet specifications of the
purchase order for such goods in any material respect;
(ii) as to Inventory of Company and its Domestic Subsidiaries,
Inventory with respect to which Collateral Agent does not have a valid,
First Priority Lien;
(iii) Inventory with respect to which there exists any Lien in
favor of any Person other than Collateral Agent, except, as to
Inventory of Company and its Domestic Subsidiaries, Permitted
Encumbrances junior to the Liens in favor of Collateral Agent;
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(iv) Inventory produced in violation of the Fair Labor
Standards Act or subject to the so-called "hot goods" provisions
contained in Title 29 U.S.C. 215(a)(i);
(v) Goods belonging to third parties that have been consigned
to Company or a Subsidiary of Company;
(vi) Inventory in the custody of third parties for processing
or manufacture;
(vii) Inventory in the possession of Company or a Subsidiary
of Company but intended by such Person for return to the supplier
thereof;
(viii) Inventory in the custody or possession of Company or a
Subsidiary of Company on a sale-on-approval or sale-or -return basis or
subject to any other repurchase or return agreement; PROVIDED however,
that Company or a Subsidiary of Company having the right (but not the
obligation) to return Inventory after it has been purchased by Company
or a Subsidiary of Company shall not cause such Inventory not to be
Eligible Inventory;
(ix) Inventory that is unsalable, obsolete, damaged, or
otherwise unfit for sale or consumption in the normal course of
business of Company or a Subsidiary of Company;
(x) Inventory that is subject to any bona fide dispute or
other claim on the part of any Person other than the Lien in favor of
Collateral Agent, or to any right of offset or counterclaim; and
(xi) Inventory which Requisite Lenders determine, in their
reasonable discretion, to be unacceptable for borrowing purposes.
"FIRST AMENDMENT" means the First Amendment to First Amended and
Restated Credit Agreement, dated as of October 25, 2000.
"FIRST AMENDMENT EFFECTIVE DATE" means the date on which the conditions
to the effectiveness of the First Amendment are satisfied, which shall be no
later than October 26, 2000.
"INVENTORY" means, with respect to any Person as of any date of
determination, all goods, merchandise and other personal property which are then
held by such Person for sale or lease, including raw materials, work in process,
packaging, packing and other materials used in assembling or packaging goods or
merchandise for delivery to a customer.
"PREPAYMENT AMOUNT" means, (a) in respect of the Acquisition Term
Loans, (i) until September 30, 2001, 101% of the principal amount being prepaid,
(ii) from September 30, 2001 until September 30, 2002, 100.5% of the principal
amount being prepaid and (iii) thereafter, 100% of the principal amount being
prepaid and (b) in respect of other Term Loans, as set forth in the Increased
Commitments Agreement.
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B. Subsection 1.1 of the Credit Agreement is hereby further amended by
deleting the definition of "Material Leasehold Property" and inserting the
following in lieu thereof:
"MATERIAL LEASEHOLD PROPERTY" means a Leasehold Property (other than
any Leasehold Property listed on SCHEDULE 5.5B) reasonably determined by Agents
to be of material value as Collateral or of material importance to the
operations of Company or any of its Subsidiaries.
1.2 AMENDMENT TO SUBSECTION 2.1: COMMITMENTS; MAKING OF REVOLVING LOANS;
THE REGISTER; OPTIONAL NOTES.
Subsection 2.1 of the Credit Agreement is hereby amended by deleting
the last paragraph of subsection 2.1A(i) and inserting the following in lieu
thereof:
"Anything contained in this Agreement to the contrary
notwithstanding, the Revolving Loans and the Revolving Loan Commitments
shall be subject to the limitation that in no event shall the Total
Utilization of Revolving Loan Commitments at any time exceed the lesser
of (a) the Revolving Loan Commitments then in effect and (b) subject to
subsection 2.4A(iii)(e), the then applicable Borrowing Base."
1.3 AMENDMENT TO SUBSECTION 2.2: INTEREST ON THE LOANS.
A. Subsection 2.2A of the Credit Agreement is hereby amended by
deleting clause (iv) thereof and inserting the following in lieu thereof:
"(iv) Subject to the provisions of subsections 2.2E, 2.2G and
2.7 the Acquisition Term Loans shall bear interest through
maturity as follows:
(a) if a Base Rate Loan, then at the sum of the Base
Rate PLUS 3.00% per annum; and ----
(b) if a LIBOR Loan, then at the sum of LIBOR PLUS
4.00% per annum."
1.4 AMENDMENT TO SUBSECTION 2.4: REPAYMENTS, PREPAYMENTS AND REDUCTIONS IN
REVOLVING LOAN COMMITMENTS; GENERAL PROVISIONS REGARDING PAYMENTS;
APPLICATIONS OF PROCEEDS OF COLLATERAL AND PAYMENTS UNDER SUBSIDIARY
Guaranty.
A. Subsection 2.4A(i) is hereby amended by deleting the second sentence
thereof and inserting the following in lieu thereof:
"Company may, upon not less than one Business Day's prior written or
telephonic notice, in the case of Base Rate Loans, and three Business Days'
prior written or telephonic notice, in the case of LIBOR Loans, in each case
given to Administrative Agent by 9:00 A.M. (San Francisco time) on the date
required and, if given by telephone, promptly confirmed in writing to
Administrative Agent (which original written or telephonic notice Administrative
Agent will promptly transmit by telefacsimile or telephone to each Lender for
the Loans to be prepaid), at any time and from time to time, upon payment of the
Prepayment Amount (in the case of a
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prepayment of the Acquisition Term Loans), prepay any Term Loans or Revolving
Loans on any Business Day in whole or in part in an aggregate minimum principal
amount of $500,000 and multiples of $100,000 in excess of that amount in the
case of a Base Rate Loan, and $3,000,000 and multiples of $100,000 in excess of
that amount in the case of a LIBOR Loan; PROVIDED, HOWEVER, that a LIBOR Loan
may only be prepaid on the expiration of the Interest Period applicable
thereto."
B. Subsection 2.4A(iii) is hereby amended by deleting clause (e)
thereof and inserting the following in lieu thereof:
"(e) PREPAYMENTS DUE TO REDUCTIONS OR RESTRICTIONS OF REVOLVING LOAN
COMMITMENTS. Company shall from time to time prepay FIRST the Swing Line Loans
and SECOND the Revolving Loans to the extent necessary to give effect to the
limitations set forth in subsection 2.1A(i); PROVIDED that if the Total
Utilization of Revolving Loan Commitments exceeds the then applicable Borrowing
Base solely by reason of a reduction in the Borrowing Base subsequent to the
making of Swing Line Loans or Revolving Loans, then Company may prepay the Swing
Line Loans or Revolving Loans, as aforesaid, within five Business Days of the
date of reduction of the Borrowing Base."
C. Subsection 2.4A(iv) is hereby amended by adding the following as
clause (d) thereof:
"(d) APPLICATION OF MANDATORY PAYMENTS OF ACQUISITION TERM LOANS. In
the case of any mandatory prepayment of the Acquisition Term Loans pursuant to
subsection 2.4A(iii), one or more Acquisition Term Loan Lenders may waive the
right to receive the amount of such mandatory prepayment of the Acquisition Term
Loans. If any such Lender elects to waive the right to receive the amount of
such mandatory prepayment, 50% of the amount that otherwise would have been
applied to prepay the Acquisition Term Loans of such Lender shall be applied
instead FIRST to the prepayment of the Revolving Loans to the extent any are
then outstanding and to the permanent reduction of the Revolving Loan
Commitments in an amount equal to the prepayment of the Revolving Loans and
SECOND to the permanent reduction of the Revolving Loan Commitments; PROVIDED
that in no event shall the Revolving Loan Commitments be reduced to an amount
below $100,000,000 as a result of this subsection 2.4A(iv)(d). Any amount not so
applied to mandatory prepayment of Loans may be retained by Company."
D. Subsection 2.4B is hereby amended by deleting clause (ii) thereof
and inserting the following in lieu thereof:
"(ii) APPLICATION OF PAYMENTS TO PRINCIPAL AND INTEREST. Except as
provided in subsection 2.2C, all payments in respect of the principal amount of
any Loan, in the case of Loans other than Acquisition Term Loans, or Prepayment
Amount, in the case of Acquisition Term Loans, shall include payment of accrued
interest on the principal amount being repaid or prepaid, but shall be without
prepayment premium (except as provided in subsection 2.4A(i) and subsection
2.6D) and all such payments (and, in any event, any payments in respect of any
Loan on a date when interest is due and payable with respect to such Loan) shall
be applied to the payment of interest before application to principal or
Prepayment Amount."
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1.5 AMENDMENT TO SUBSECTION 3.1: ISSUANCE OF LETTERS OF CREDIT AND LENDERS'
PURCHASE OF PARTICIPATIONS THEREIN.
Subsection 3.1A of the Credit Agreement is hereby amended by adding the
following at the end of clause (i) thereof:
"or if, after giving effect to such issuance, the Total Utilization of
Revolving Loan Commitments would exceed the then applicable Borrowing Base"
1.6 AMENDMENT TO SUBSECTION 6.1: FINANCIAL STATEMENTS AND OTHER REPORTS.
Subsection 6.1 is hereby amended by renumbering clause (xvi) as clause
(xvii) and by inserting the following as clause (xvi):
"(xvi) BORROWING BASE CERTIFICATES: as soon as practicable and, in any
event, within 15 days after the end of each calendar month, and in addition,
from time to time upon the request of Administrative Agent and at any other date
Company may choose, a Borrowing Base Certificate on a combined and consolidating
basis as of the last date of such period or the date so requested or chosen, as
the case may be; and"
1.7 AMENDMENT TO SUBSECTION 6.5: INSPECTION RIGHTS; LENDER MEETING.
Subsection 6.5 is hereby amended by inserting the following as
subsection C:
"C. AUDITS OF INVENTORY AND ACCOUNTS RECEIVABLE. Company shall, and
shall cause each of its Subsidiaries to, permit any authorized representatives
designated by Administrative Agent to conduct an audit of all Inventory and
Accounts Receivable of Company and its Subsidiaries once during each Fiscal Year
(or, if an Event of Default has occurred and is continuing, once during each
Fiscal Quarter). The results of the first such audit shall be delivered on or
prior to December 31, 2000, and any subsequent audit shall be conducted upon the
written request of Administrative Agent or any Lender delivered to Company and
(if such request is made by a Lender) Administrative Agent. Each such audit
shall be satisfactory in scope and substance to Administrative Agent, all upon
reasonable notice and at such reasonable times during normal business hours as
may reasonably be requested."
1.8 AMENDMENT TO SUBSECTION 11.2: EXPENSES.
Subsection 11.2 is hereby amended by deleting clause (vi) thereof and
inserting the following in lieu thereof:
"(vi) the costs of any audits or reports provided for under subsection
6.5C with respect to Inventory or Accounts Receivable of Company and its
Subsidiaries and the costs of custody or preservation of any of the Collateral;"
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1.9 AMENDMENTS TO EXHIBITS AND SCHEDULES.
A. The Credit Agreement is hereby amended by adding Exhibit XIV hereto
as Exhibit XIV thereto.
B. Schedule 5.5B to the Credit Agreement is hereby amended by deleting
it in its entirety and inserting Schedule 5.5B hereto in lieu thereof.
C. Schedule 5.1 to the Credit Agreement is hereby amended by deleting
it in its entirety and inserting Schedule 5.1 hereto in lieu thereof.
SECTION 2. CONDITIONS TO EFFECTIVENESS
Section 1 of this Amendment shall become effective only upon the
effectiveness of this Amendment as provided in Section 4 and upon satisfaction
of the following conditions precedent (the date of satisfaction of such
conditions being referred to herein as the "FIRST AMENDMENT EFFECTIVE DATE").
Company shall deliver to Administrative Agent the following:
1. Resolutions of the Board of Directors of Company, approving and
authorizing the execution, delivery, and performance of this Amendment,
certified as of the First Amendment Effective Date by its corporate secretary or
an assistant secretary as being in full force and effect without modification or
amendment;
2. Signature and incumbency certificates of the officers of Company;
3. Opinions of counsel to Company in form and substance satisfactory to
the Agents and their counsel; and
4. A Borrowing Base Certificate as of September 30, 2000.
SECTION 3. REPRESENTATIONS, WARRANTIES AND AGREEMENTS
In order to induce Lenders to enter into this Amendment, Company hereby
represents, warrants and agrees that after giving effect to this Amendment:
(a) as of the date hereof, there exists no Event of Default or
Potential Event of Default under the Credit Agreement;
(b) all representations and warranties contained in the Credit
Agreement and the other Loan Documents are true, correct and
complete in all material respects on and as of the date hereof
except to the extent such representations and warranties
specifically relate to an earlier date, in which case they
were true, correct and complete in all material respects on
and as of such earlier date;
(c) as of the date hereof, Company has performed all
agreements to be performed on its part as set forth in the
Credit Agreement, unless performance of any such agreements
has been previously waived; and
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(d) as of the date hereof, there is no pending or, to the
knowledge of Company, threatened action, suit, proceeding,
governmental investigation or arbitration against or affecting
Company or any of its Subsidiaries or any property of Company
or any of its Subsidiaries.
SECTION 4. COUNTERPARTS; EFFECTIVENESS
This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument; signature pages may
be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same
document. Subject to the provisions of Section 2, this Amendment shall become
effective upon the execution of counterparts hereof by Company, Administrative
Agent, Collateral Agent, Syndication Agent, and Requisite Lenders, and, in each
case, receipt by Company, Administrative Agent, Collateral Agent and Syndication
Agent of written notification of such execution and authorization of delivery
thereof.
SECTION 5. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND OTHER LOAN
DOCUMENTS
On and after the First Amendment Effective Date:
(a) each reference in the Credit Agreement to "this
Agreement", "hereunder", "hereof", "herein" or words of like
import referring to the Credit Agreement, and each reference
in the other Loan Documents to the "Credit Agreement",
"thereunder", "thereof" or words of like import referring to
the Credit Agreement shall mean and be a reference to the
Credit Agreement as amended hereby;
(b) except as specifically amended by this Amendment, the
Credit Agreement and the other Loan Documents shall remain in
full force and effect and are hereby ratified and confirmed;
and
(c) the execution, delivery and performance of this Amendment
shall not constitute a waiver of any provision of, or operate
as a waiver of any right, power or remedy of Collateral Agent,
Administrative Agent, Syndication Agent or any of the Lenders
under the Credit Agreement or any of the other Loan Documents.
SECTION 6. GOVERNING LAW
THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT LIMITATION SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLES.
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SECTION 7. ACKNOWLEDGEMENT AND CONSENT BY GUARANTORS
Each guarantor listed on the signature pages hereof ("GUARANTORS")
hereby acknowledges that it has read this Amendment and consents to the terms
thereof, and hereby confirms and agrees that, notwithstanding the effectiveness
of this Amendment, the obligations of each Guarantor under its applicable
Guaranty shall not be impaired or affected and the applicable Guaranty is, and
shall continue to be, in full force and effect and is hereby confirmed and
ratified in all respects.
[The remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.
COMPANY: MANUFACTURERS' SERVICES LIMITED
By: /s/ Xxxx X. XxxXxxxx
------------------------------------------
XXXX X. XXXXXXXX
Title: Treasurer
---------------------------------------
ADMINISTRATIVE AND
COLLATERAL AGENT: BANK OF AMERICA, N.A.
as Administrative Agent and as Collateral Agent
By: /s/ Xxxxxxx Xxxxx
------------------------------------------
XXXXXXX XXXXX
Title: Vice President
---------------------------------------
LENDERS:
BANK OF AMERICA, N.A.,
individually and as Issuing Lender
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------------
XXXXX X. XXXXXXX
Title: Managing Director
---------------------------------------
DLJ CAPITAL FUNDING, INC.,
individually and as Syndication Agent
By:____________________________________________
Title:_________________________________________
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ABN AMRO BANK N.V.
By: /s/ Xxxxxxx X. XxXxxxx By: /s/ Xxxx X. Xxxxxx
----------------------------- -------------------------------
XXXXXXX X. XXXXXXX XXXX X. XXXXXX
Title: Group Vice President Title: Vice President
-------------------------- ------------------------
THE BANK OF NOVA SCOTIA
By: /s/ X.X. Xxxxxxx
-------------------------------
X.X. XXXXXXX
Title: Authorized Signatory
----------------------------
BARCLAYS BANK PLC
By: /s/ Xxxx Xxxxxxx
-------------------------------
XXXX XXXXXXX
Title: Director
----------------------------
THE CHASE MANHATTAN BANK
By:
-------------------------------
Title:
----------------------------
CITIZENS BANK OF MASSACHUSETTS
By: /s/ R. Xxxxx Xxxxxxx
-------------------------------
R. XXXXX XXXXXXX
Title: Vice President
----------------------------
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GMAC CC COMMERCIAL CREDIT LLC
By:____________________________________________
Title:_________________________________________
IBM CREDIT CORPORATION
By:____________________________________________
Title:_________________________________________
THE PROVIDENT BANK
By: /s/ Xxxxxxxx X. Xxxxxx
------------------------------------------
XXXXXXXX X. XXXXXX
Title: Vice President
---------------------------------------
TEXTRON FINANCIAL CORPORATION
By: /s/ illegible
------------------------------------------
ILLEGIBLE
Title: Managing Director
---------------------------------------
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UPS CAPITAL CORPORATION
By:
-------------------------------
Title:
----------------------------
ERSTE BANK, NEW YORK BRANCH
By: /s/ Xxxx X. Runnlon By: /s/ Xxxxxx X. Xxxxxx
----------------------------- -------------------------------
XXXX X. RUNNLON XXXXXX X. XXXXXX
Title: First Vice President Title: Assistant Vice President
-------------------------- ------------------------
Erste Bank New York Branch Erste Bank New York Branch
GUARANTORS: MANUFACTURERS' SERVICES LIMITED
By: /s/ Xxxx X. XxxXxxxx
-------------------------------
XXXX X. XXXXXXXX
Title: Treasurer
----------------------------
MANUFACTURERS' SERVICES CENTRAL
U.S. OPERATIONS, INC.
By: /s/ Xxxx X. XxxXxxxx
-------------------------------
XXXX X. XXXXXXXX
Title: Treasurer
----------------------------
MANUFACTURERS' SERVICES WESTERN
U.S. OPERATIONS, INC
By: /s/ Xxxx X. XxxXxxxx
-------------------------------
XXXX X. XXXXXXXX
Title: Treasurer
----------------------------
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MANUFACTURERS' SERVICES SALT LAKE
CITY OPERATIONS, INC.
By: /s/ Xxxx X. XxxXxxxx
-------------------------------
XXXX X. XXXXXXXX
Title: Treasurer
----------------------------
MSL SPV SPAIN, INC.
By: /s/ Xxxx X. XxxXxxxx
-------------------------------
XXXX X. XXXXXXXX
Title: Treasurer
----------------------------
MSL/QUALITRONICS, INC.
By: /s/ Xxxxxx XxXxxxx
-------------------------------
XXXXXX XXXXXXX
Title: Treasurer
----------------------------
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