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Exhibit 99.3
AMENDMENT NO. 3 TO RIGHTS AGREEMENT
AMENDMENT NO. 3, dated as of April 17, 2000 (the "Amendment"), to the
RIGHTS AGREEMENT, dated as of August 22, 1995 between HADCO CORPORATION, a
Massachusetts corporation (the "Company"), and THE FIRST NATIONAL BANK OF
BOSTON, a national banking association, as Rights Agent, as amended by Amendment
No. 1 dated March 18, 2000 and as amended by Amendment No. 2 dated March 28,
2000 (as so amended, the "Rights Agreement"). All terms not otherwise defined
herein shall have the meanings given such terms in the Rights Agreement.
W I T N E S S E T H:
WHEREAS, on August 22, 1995, the Board of Directors of the Company (the
"Board") authorized and declared a dividend distribution with respect to each
share of Common Stock of the Company (the "Common Stock") outstanding as of the
close of business on September 11, 1995 constituting the right to purchase one
share of Common Stock of the Company, as reflected in the Rights Agreement; and
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company
may cause the Rights Agreement to be amended at any time prior to the Final
Amendment Date (as defined in the Rights Agreement) without the approval of any
holders of certificates representing shares of Common Stock; and
WHEREAS, on April 17, 2000, the Board authorized and approved the
further amendment of the Rights Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:
1. The first sentence in Section 1(a) shall be amended and restated in
its entirety as follows:
"Acquiring Person" shall mean any Person who or which,
together with all Affiliates and Associates of such Person,
shall be the Beneficial Owner of more than 20% of the shares
of Common Stock then outstanding, but shall not include the
following Persons (each individually called an "Exempt
Person"): (i) the Company or any Subsidiary of the Company,
(ii) any employee benefit plan of the Company or of any
Subsidiary of the Company, (iii) any Person or entity
organized, appointed or established by the Company for or
pursuant to the terms of any such plan, (iv) Xxxxxx X. Xxxxxx
XX, Xxxxxx X. Xxxxxx and Xxxx X. Xxxxxx (including any spouses
of any of the foregoing Persons; any lineal descendants,
including children and adopted children, of any of the
foregoing Persons or of any of their spouses; and, in addition
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to but not in limitation of the foregoing, any donees that are
blood relatives of any of the foregoing Persons or of any of
their spouses) and any or all of his or her or their heirs,
personal representative(s), trustee(s), executor(s),
administrator(s) and estates, as well as any trust created in
the past or future by or for the benefit of any or all of the
foregoing Persons referred to in this Section 1(a)(iv)
(including any trustees or successor trustees of any such
trusts or any successor trusts thereto), except that Xxxxxx X.
Xxxxxx XX shall not be deemed an Exempt Person at any time as
he (not including any of the other Persons referred to in this
Section 1(a)(iv)) should acquire (except by reason of any
inheritance or gift from any Person, or by reason of any
acquisition from any spouse and/or child and/or sibling of
his) the outstanding Beneficial Ownership of an additional 1%
or more of the outstanding Common Stock of the Company beyond
that of which he (not including any of the other Persons
referred to in this Section 1(a)(iv)) has Beneficial Ownership
on August 22, 1995, and further provided that any percentage
increase in his Beneficial Ownership of outstanding Common
Stock of the Company by reason of share purchases by the
Company shall not be deemed to be part of any such additional
1% or more or (v) Sanmina Corporation, a Delaware corporation,
and/or any of its subsidiaries.
2. That Section 7(a) shall be amended and restated in its
entirety as follows:
Subject to Section 7(e) hereof, the registered holder of any
Rights Certificate may exercise the rights evidenced thereby
(except as otherwise provided herein including, without
limitation, the restrictions set forth in Section 9(c),
Section 11(a)(iii) and Section 23(a) hereof) in whole or in
part at any time after the Distribution Date upon surrender of
the Rights Certificate, with the form of election to purchase
set forth on the reverse side thereof and the certificate
contained therein completed and duly executed, to the Rights
Agent at the office of the Rights Agent designated for such
purpose, together with payment of the aggregate Purchase Price
with respect to the total number of shares of Common Stock (or
other securities, cash or other assets, as the case may be) as
to which such surrendered Rights are then exercisable, at or
prior to the earlier of (i) the Final Expiration Date, (ii)
the time at which the Rights are redeemed as provided in
Section 23 hereof, (iii) the time at which the Rights expire
pursuant to Section 13(d) hereof, (iv) the time at which such
Rights are exchanged as provided in Section 26 hereof, or (v)
immediately prior to the Effective Time, as defined in the
Agreement and Plan of Merger, dated as of April 17, 2000 among
Sanmina Corporation, a Delaware corporation ("Sanmina"), a
wholly owned subsidiary of Sanmina and the Company, as may be
amended from time to time (the earliest of (i), (ii), (iii),
(iv) or (v) being herein referred to as the "Expiration
Date").
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3. Except as amended hereby, the Rights Agreement shall continue
in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3
to be duly executed, all as of the day and year first above written.
Attest: HADCO CORPORATION
By: /s/ Xxxxxxxx Xxxxxxx By:/s/ X. Xxxxxx Bitter
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Name: Xxxxxxxx Xxxxxxx Name: X. Xxxxxx Bitter
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Title: Vice President Title: Sr. Vice President and CFO
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Attest: FLEET NATIONAL BANK (As Successor to
the First National Bank of Boston)
By: /s/ Xxxx X. Fori By: /s/ Xxxxxxxxx Xxxxxxxx
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Name: Xxxx X. Fori Name: Xxxxxxxxx Xxxxxxxx
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Title: Senior Account Manager Title: Managing Director
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