Exhibit 4.9.1
AMENDMENT NO. 1
TO
CONTROL AGREEMENT
This AMENDMENT NO. 1 TO CONTROL AGREEMENT (the "Amendment") is made and
entered into as of January 8, 2002 by Solectron Corporation (the "Pledgor") and
State Street Bank and Trust Company of California, N.A., a national banking
association, in its capacity as trustee (the "Trustee") and State Street Bank
and Trust Company of California, N.A., a national banking association, in its
capacity as securities intermediary and depository bank (the "Account Holder").
Capitalized terms used and not defined in this Amendment have the meanings set
forth or referred to in the Control Agreement, dated as of December 27, 2001, by
and among Pledgor, the Trustee and the Account Holder (the "Control Agreement").
WHEREAS, the parties hereto are parties to the Control Agreement; and
WHEREAS, the parties hereto desire to amend Schedule I of the Control
Agreement in certain respects.
NOW, THEREFORE, in consideration of the premises herein contained, and in
order to induce the initial Holders of the Solectron Debentures to purchase the
Solectron Debentures, the Pledgor hereby agrees with the Trustee, for the
benefit of the Trustee and for the ratable benefit of the Holders of the
Solectron Debentures, as follows:
SECTION 1. Amendment. Schedule I of the Control Agreement is hereby
amended and restated in its entirety to read as set forth in Schedule I hereto.
SECTION 2. Date of Control Agreement. Notwithstanding this Amendment,
references to the date of the Control Agreement contained in the Control
Agreement, such as "on the date hereof" and similar phrases, shall
continue to reference December 27, 2001.
SECTION 3. Counterparts. This Amendment may be signed in two or more
counterparts, each of which shall be deemed an original, but all of which
shall together constitute one and the same agreement. Delivery of an
executed counterpart of a signature page to this Amendment by telecopier
shall be effective as delivery of an original executed counterpart of this
Amendment.
SECTION 4. Final Expression. This Amendment, together with the Control
Agreement, the Solectron Indenture and any other agreement executed in
connection herewith, is intended by the parties as a final expression of
the Control Agreement and is intended as a complete and exclusive
statement of the terms and conditions thereof.
SECTION 5. Provisions Unaffected. Except as otherwise expressly amended
hereby, the provisions of the Control Agreement remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
Pledgor:
SOLECTRON CORPORATION
By: /s/ Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx
Title: Executive Vice President,
Chief Financial Officer
Trustee:
STATE STREET BANK AND TRUST COMPANY OF
CALIFORNIA, N.A., as Trustee
By: /s/ Xxxxx Xxxxxx
------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
Account Holder:
STATE STREET BANK AND TRUST COMPANY OF
CALIFORNIA, N.A., as Account Holder
By: /s/ Xxxxx Xxxxxx
------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
Address:
000 Xxxx 0xx Xxxxxx,
00xx Xxxxx,
Xxx Xxxxxxx, XX 00000,
Attention: Corporate Trust
Administration (Solectron Corporation
2001 Pledge Agreement).
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SCHEDULE I
Pledged Financial Assets
Security or Cash Amount Maturity Date CUSIP No.
----------------------- ------------- ---------
$150,638,888
3
