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EXHIBIT 10.39
FIRST AMENDMENT
TO
REVOLVING CREDIT AGREEMENT
First Amendment dated as of May 19, 1997 to Revolving Credit
Agreement (the "First Amendment"), by and among FLEXTRONICS INTERNATIONAL USA,
INC., a California corporation (the "Borrower"), BANKBOSTON, N.A. (FORMERLY
KNOWN AS THE FIRST NATIONAL BANK OF BOSTON) and the other lending institutions
listed on Schedule 1 to the Credit Agreement (as hereinafter defined) (the
"Banks"), amending certain provisions of the Revolving Credit Agreement dated as
of March 27, 1997 (as amended and in effect from time to time, the "Credit
Agreement") by and among the Borrower, the Banks and BankBoston, N.A. as agent
for the Banks (the "Agent"). Terms not otherwise defined herein which are
defined in the Credit Agreement shall have the same respective meanings herein
as therein.
WHEREAS, the Borrower and the Banks have agreed to modify certain
terms and conditions of the Credit Agreement as specifically set forth in this
First Amendment;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
SECTION 1. AMENDMENT TO SECTION 8 OF THE CREDIT AGREEMENT. Section 8.14
of the Credit Agreement is hereby amended by deleting the words "within
forty-five days following the Closing Date" which appear in Section 8.14 and
substituting in place thereof the words "by June 30, 1997".
SECTION 2. AMENDMENT TO SECTION 25 OF THE CREDIT AGREEMENT. Section 25
of the Credit Agreement is hereby amended by inserting immediately after the
words "the amount of the Commitments of the Banks," which appear in the second
sentence of Section 25 the words "the release of any of the Guarantors, the
release of all or substantially all of the Collateral, the provisions of this
Section 25,".
SECTION 3. CONDITIONS TO EFFECTIVENESS. This First Amendment shall not
become effective until the Agent receives a counterpart of this First Amendment,
executed by the Borrower, the Guarantors and the Majority Banks.
SECTION 4. REPRESENTATIONS AND WARRANTIES. The Borrower hereby repeats,
on and as of the date hereof, each of the representations and warranties made by
it in Section 7 of the Credit Agreement, and such representations and warranties
remain true as of the date hereof (except to the extent of changes resulting
from transactions contemplated or permitted by the Credit Agreement and the
other Loan Documents and changes occurring in the ordinary course of business
that singly or in the aggregate are not materially adverse, and to the extent
that such representations and warranties relate expressly to an earlier date),
provided, that all references therein to the Credit Agreement shall refer to
such Credit Agreement as amended hereby. In addition, the Borrower hereby
represents and warrants that the execution and delivery by the Borrower of this
First Amendment and the performance by the Borrower of all of its agreements and
obligations under the Credit Agreement as amended hereby are within the
corporate authority of each the Borrower and has been duly authorized by all
necessary corporate action on the part of the Borrower.
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SECTION 5. RATIFICATION, ETC. Except as expressly amended hereby, the
Credit Agreement and all documents, instruments and agreements related thereto,
including, but not limited to the Security Documents, are hereby ratified and
confirmed in all respects and shall continue in full force and effect. The
Credit Agreement and this First Amendment shall be read and construed as a
single agreement. All references in the Credit Agreement or any related
agreement or instrument to the Credit Agreement shall hereafter refer to the
Credit Agreement as amended hereby.
SECTION 6. NO WAIVER. Nothing contained herein shall constitute a
waiver of, impair or otherwise affect any Obligations, any other obligation of
the Borrower or any rights of the Agent or the Banks consequent thereon.
SECTION 7. COUNTERPARTS. This First Amendment may be executed in one or
more counterparts, each of which shall be deemed an original but which together
shall constitute one and the same instrument.
SECTION 8. GOVERNING LAW. THIS FIRST AMENDMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT
REFERENCE TO CONFLICT OF LAWS).
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment as a document under seal as of the date first above written.
FLEXTRONICS INTERNATIONAL USA, INC.
By:____________________________________
Title:
BANKBOSTON, N.A.
By:____________________________________
Title:
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RATIFICATION OF GUARANTY
Each of the undersigned guarantors hereby acknowledges and consents
to the foregoing First Amendment as of May __, 1997, and agrees that each of the
Guarantees dated as of March 27, 1997 from each of the undersigned Guarantors
remain in full force and effect, and each of the Guarantors confirms and
ratifies all of its obligations thereunder.
FLEXTRONICS INTERNATIONAL LTD.
By:________________________________
Title:
FLEXTRONICS INTERNATIONAL (UK) LTD.
By:________________________________
Title:
FLEXTRONICS MANUFACTURING (HK) LTD.
By:________________________________
Title:
FLEXTRONICS SINGAPORE PTE. LTD.
By:________________________________
Title:
FLEXTRONICS HOLDING (UK) LTD.
By:________________________________
Title:
FLEXTRONICS MALAYSIA SDN BHD
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By:________________________________
Title:
FLEXTRONICS INTERNATIONAL
MARKETING (L) LTD.
By:________________________________
Title:
FLEXTRONICS HOLDINGS AB
By:________________________________
Title:
FLEXTRONICS INTERNATIONAL
SWEDEN AB
By:________________________________
Title:
ASTRON GROUP LIMITED
By:________________________________
Title:
