FOURTH MODIFICATION OF AMENDED AND RESTATED
CREDIT AGREEMENT
THIS FOURTH MODIFICATION OF AMENDED AND RESTATED CREDIT
AGREEMENT (this "Modification") is made as of this 31st day of December, 1997,
by and among SCI SYSTEMS, INC., a Delaware corporation (the "Borrower"), the
banks and other financing institutions listed on Annex I attached to the Credit
Agreement as modified by this Modification (the "Banks"), CITIBANK, N.A., acting
in its capacity as agent for the Banks (the "Agent") and ABN- AMRO BANK N.V.,
acting through its Atlanta Agency and in its capacity as co-agent for the Banks
(the "Co-Agent").
Statement of Facts
Borrower, the Agent, the Co-Agent and the Banks are parties to that certain
Amended and Restated Credit Agreement, dated as of August 3, 1995, as amended by
the First Modification of Amended and Restated Credit Agreement dated as of
December 8, 1995, the Second Modification of Amended and Restated Credit
Agreement dated as of March 29, 1996 and the Third Modification of Amended and
Restated Credit Agreement dated as of June 28, 1996 (as same may hereinafter be
amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"), pursuant to which the Banks committed to loan certain
amounts to the Borrower and the Co-Agent (acting for the Commercial Paper Banks,
as defined in the Credit Agreement) has issued a Letter of Credit for the
benefit of the Borrower.
Borrower has requested that the Agent, the Co-Agent and the Banks consent to (i)
an extension of the Credit Expiration Date (as defined in the Credit Agreement)
to December 8, 2002, (ii) an amendment of the definition of "Applicable Margin"
and "Commitment Fee Percentage" as such terms are defined in the Credit
Agreement, (iii) an amendment to the Applicable Letter of Credit Rate; (iv) an
amendment to Section 10.03A of the Credit Agreement to permit Borrower or any
Subsidiary to engage in transactions involving the acquisition of any interest
in or acquisition of all or substantially all of the assets of any Person so
long as such acquisition is consistent with the Borrower's present business
operations and does not exceed $150,000,000 during any Fiscal Year, (v) an
amendment to the Credit Agreement to permit the issuance of replacement Letters
of Credit from time to time and (vi) such other amendments set forth herein, and
the Agent, the Co-Agent and the Banks are willing to give their consent, subject
to the terms and conditions hereinafter provided.
NOW, THEREFORE, in consideration of the premises, the covenants and agreements
contained herein, and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties do hereby agree as
follows:
Statement of Terms
Definitions. All capitalized terms used in this Modification but not otherwise
defined or limited herein shall have the meanings set forth in the Credit
Agreement, as amended hereby.
2. Amendments to Credit Agreement. Subject to the fulfillment of the conditions
precedent to the effectiveness of this Modification which are set forth below,
the parties hereby agree as follows:
(a) The Credit Agreement is hereby modified by amending the definitions of the
terms "Amount", "Applicable Margin", "Commitment Fee Percentage" and "Permitted
Transaction" in Section 1.01 in their entirety to read as follows:
Amount: (i) The amount of Indebtedness secured by any Lien arising from any
Permitted Transaction under Section 10.01, (ii) the amount of Indebtedness
arising from any Permitted Transaction under Section 10.02, or (iii) (a) the
amount of Indebtedness arising from any Permitted Transaction under Section
10.03, or (b) the amount paid (including deferred payments) to own, purchase or
acquire any stocks, obligations (other than accounts receivable generated in the
ordinary course of business) or securities of any Person or to acquire any
interest in, to make any capital contribution to, or to acquire any assets of
any Person, arising in connection with any Permitted Transaction under Section
10.03.
Applicable Margin: (i) With respect to Base Rate Advances, zero percent (0%) per
annum, and (ii) with respect to Eurodollar Rate Advances, (x) .575% per annum if
the sum of the Outstanding principal balance of the Loans and the outstanding
principal balance of all loans under the Bid Facility are less than 50% of the
Total Revolving Credit Commitment or (y) .625% if the sum of the Outstanding
principal balance of the Loans and the outstanding principal balance of all
loans under the Bid Facility are greater than or equal to 50% of the Total
Revolving Credit Commitment, each of which is subject to adjustment as provided
in Section 3.04(e).
Commitment Fee Percentage: The rate per annum equal to the
percentage determined by reference to the table set forth below and the Debt
Rating (or if there is no Debt Rating, the percentage set forth under Level 7
below):
LEVEL
CRITERIA
COMMITMENT FEE
PERCENTAGE LEVEL 1
A Debt Rating of At Least A by Standard & Poor's Or
A2 by Moody's
0.07%LEVEL 2
A Debt Rating of Less Than Level 1 But At Least A-
by Standard & Poor's Or A-3 by Moody's
0.08%LEVEL 3
A Debt Rating of Less Than Level 2 But At Least
BBB+ by Standard & Poor's Or Bad by Moody's
0.09%LEVEL 4
A Debt Rating of Less Than Level 3 But At Least BBB
by Standard & Poor's Or Baa2 by Moody's
0.125%LEVEL 5
A Debt Rating of Less Than Level 4 But At Least
BBB- by Standard & Poor's Or Baa3 by Moody's
0.15%LEVEL 6
A Debt Rating of Less Than Level 5 But At Least BB+
by Standard & Poor's And Ba1 by Moody's
0.175%LEVEL 7
No Debt Rating or A Debt Rating Lower than Xxxxx 0
0.25%
The Commitment Fee Percentage shall be adjusted each fiscal quarter of Borrower
based on the Borrower's Debt Rating as of the end of such fiscal quarter. The
adjustment to the Commitment Fee Percentage shall be effective as of the first
(1st) Business Day after the last day on which the financial statements for such
fiscal quarter are required to be delivered to the Agent, the Co-Agent and the
Banks, pursuant to Section 9.12(a)(i) or 9.12(a)(ii), as appropriate, and shall
remain in effect until the next quarterly determination. From the effective date
of the Fourth Modification of Amended and Restated Credit Agreement among
Borrower, the Agent, the Co-Agent and the Banks signatory thereto until the next
quarterly determination, the applicable Commitment Fee Percentage is 0.125%.
Notwithstanding the foregoing, if the Debt Rating assigned by Standard & Poor's
and the Debt Rating assigned by Moody's are at different levels (including
numerical modifiers and (+) and (-) as levels) on any date of determination, the
higher of the two Debt Ratings shall apply (provided, that in the event the
differential of the Debt Ratings is greater than one level (including numerical
modifiers and (+) and (-) as levels), the Debt Rating immediately below the
highest Debt Rating shall apply) and if only one of Standard & Poor's or Moody's
rates the Borrower's long-term senior unsecured debt, the Debt Rating of such
rating Person shall apply.
Permitted Transaction: Any action by the Borrower or any of its Subsidiaries
which (i) would be prohibited by Section 10.01, Section 10.02, Section 10.03 but
for Section 10.01(viii) (in the case of Section 10.01), Section 10.02(x) (in the
case of Section 10.02) or Section 10.03(viii) (in the case of Section 10.03) and
(ii) involves, directly or indirectly, any Amount not in excess of $25,000,000.
(b) The Credit Agreement is hereby further modified by adding to Section 1.01
the following new definitions:
Debt Rating means, at any date of determination, the rating of the Borrower's
long-term senior unsecured debt by Moody's or Standard & Poor's, as the case may
be.
Moody's means Xxxxx'x Investor Services, Inc.
Standard & Poor's means Standard & Poor's Ratings Service.
(c) The Credit Agreement is further modified by deleting the date "December 8,
2000" appearing in the first line of the definition of "Credit Expiration Date"
in Section 1.01 and replacing it with the date "December 8, 2002".
(d) The Credit Agreement is further modified by deleting the first five
sentences of Section 3.01(e) thereof in their entirety and by substituting in
lieu thereof the following new sentences:
(e) The initial Credit Expiration Date shall be December 8, 2002. The Borrower
may, however, request an extension of the initial Credit Expiration Date by
submitting a written request to the Agent no earlier than September 30, 2001,
and no later than October 31, 2001. Upon such request, the initial Credit
Expiration Date may be extended by one additional year upon written consent of
the Required Banks. The Agent will give written notice to the Borrower, not more
than sixty (60) days after receipt of request for extension from the Borrower,
stating either that (i) the Required Banks have given their written consent to a
new Credit Expiration Date, which shall be specified in such notice, or (ii) the
Required Banks have not given their consent to the requested extension. Any
Credit Expiration Date subsequent to the initial Credit Expiration Date may be
extended by one additional year by following the same procedure as for extension
of the Credit Expiration Date, with the Borrower requesting such extension no
earlier than September 30 and no later than October 31 of each year subsequent
to 2001.
(e) The Credit Agreement is hereby further modified by adding to Section 4
thereof the following new Section 4.12:
4.12 Voluntary Reduction in Stated Amount to Zero. In the event that Borrower
delivers to the Co-Agent, the Depositary and the Dealer a Notice of Requested
Change in Stated Amount requesting a reduction in the Stated Amount to zero, the
Commercial Paper Banks hereby authorize the Co-Agent to amend the Letter of
Credit to reflect a Stated Amount of zero or, alternatively, to request the
Depositary to return the Letter of Credit to the Co-Agent for cancellation. Upon
receipt of the Letter of Credit from the Depositary, the Co-Agent is authorized
to cancel the Letter of Credit. If a Letter of Credit has been canceled pursuant
to this Section 4.12, Borrower may send written notice to the Co-Agent no
earlier than 30 days prior to the end of a calendar quarter of Borrower and no
later than 10 days prior to the end of such quarter, directing the Co- Agent to
issue a replacement Letter of Credit in an amount not to exceed the Total
Commercial Paper Commitment. Subject to the terms and conditions of this
Agreement, the Co-Agent shall issue a replacement Letter of Credit upon the
satisfaction of the following conditions:
(i) All applicable conditions precedent set forth in Section 7.02 and Section
7.03 hereof have been satisfied;
(ii) The Co-Agent, the Depositary and the Dealer shall have received written
confirmation from each of Moody's and Standard & Poor's that the rating assigned
to the Commercial Paper Notes by such Person following delivery of the
replacement Letter of Credit satisfy the requirements of Section 7.03(e) hereof;
(iii) The Borrower shall have delivered such other documents, agreements or
opinions as may be required by Moody's and Standard & Poor's as a condition to
such Person's execution and delivery of the confirmation described in clause
(ii) above;
(iv) The Co-Agent, the Depositary and the Dealer shall have received an opinion
of counsel for the Borrower that the Drawings under the replacement Letter of
Credit will not constitute voidable preferences under the Bankruptcy Code in the
event of the bankruptcy of the Borrower;
(v) The Co-Agent, the Depositary and the Dealer shall have received an opinion
of counsel for the Co-Agent (rendered at the cost and expense of the Borrower,
which cost and expense shall be reasonable) that the replacement Letter of
Credit is a legally valid, binding and enforceable obligation of the Co-Agent
and that the issuance thereof is exempt from registration under the Federal
Securities Laws; and
(vi) The Co-Agent shall have received such other documents, certificates,
opinions (including reliance letters), approvals and filings as the Agent, the
Co-Agent or any of their counsel may reasonably request and which are customary
for transactions of this type, including without limitation, such agreements
from the Depositary as the Agent, the Co-Agent or any of their counsel may
reasonably request.
The Borrower agrees not to request, or permit, the authentication and delivery
of, any Commercial Paper Notes unless and until a Letter of Credit has been
issued and is outstanding and, in connection therewith, the foregoing conditions
precedent have been satisfied.
(f) The Credit Agreement is further modified by adding to the end of Section
9.12(a), the following new sentence:
Simultaneously with the delivery of each set of financial statements referred to
in clause (i) or (ii) above, the Borrower shall also deliver to the Agent, the
Co- Agent and the Banks (x) a certificate from the Chairman, President,
Treasurer or Chief Financial Officer of the Borrower certifying to the
Borrower's Debt Ratings as of the date of such financial statements, and (y) a
copy of rating letters, if any, from Standard & Poor's and Moody's confirming
such Debt Ratings.
(g) The Credit Agreement is further modified by deleting the reference to
"10.03A(i)" from Section 10.02(x) and 10.03(viii), respectively.
(h) The Credit Agreement is further modified by deleting clause (i) of Section
10.03A in its entirety and by substituting in lieu thereof the following new
clause (i):
(i) Engage, directly or indirectly, in a transaction involving the acquisition
of any interest in or acquisition of all or substantially all of the assets of
any Person so long as such acquisition is consistent with the Borrower's present
business operations and so long as the aggregate amount of such transactions
described in this Section 10.03A(i) does not exceed $150,000,000 during any
Fiscal Year of the Borrower; provided, however, for purposes of this Section
10.03A(i) only, the purchase price of any such transaction attributable to the
purchase of inventory by Borrower or any Subsidiary shall be excluded when
calculating the purchase price of such transaction; or
(i) The Credit Agreement is hereby further modified by deleting clause (b), (c)
and (d) from Section 15.02 thereof and by substituting, in lieu thereof, the
following new clause (b), (c) and (d):
(b) With respect to the Agent:
Citibank, N.A.
c/o Citicorp North America, Inc.
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxx X. Xxxxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
with a copy to:
Xxxxxxxxxx Xxxxxxxx LLP
Suite 2800
0000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000-0000
Attn: Xxxxxx X. Xxxxx, Esq.
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
(c) With respect to the Co-Agent:
ABN-AMRO Bank N.V.
Atlanta Agency
Xxx Xxxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxxxx Xxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Telex: 6827258
Answerback: ABNBANKATL
with a copy to:
Xxxxxxxxxx Xxxxxxxx LLP
Suite 2800
0000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxx 00000-0000
Attn: Xxxxxx X. Xxxxx, Esq.
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
(d) With respect to the Depositary:
The Chase Manhattan Bank
formerly known as Chemical Bank
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxx Xxxxx
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
(j) The Credit Agreement is hereby further modified by deleting clause (a)(ii)
from Section 10.14 in its entirety and by substituting in lieu thereof the
following new clause (a)(ii):
(ii) the maturity date of such Permitted Subordinated Debentures occurs at least
six months after the then current Credit Expiration Date.
(k) The Credit Agreement is hereby further modified by deleting clause (iii)
from Section 10.15(c) in its entirety and by substituting in lieu thereof the
following new clause (iii):
cause the maturity date of the Term Note Facility to occur earlier than June 8,
2003;
(l) The Credit Agreement is hereby further modified by deleting the date
"December 8, 2000" in Section 10.16 and by substituting in lieu thereof the date
"June 8, 2003".
(m) The Credit Agreement is hereby further modified by adding to Article XIV the
following new Section 14.11:
Section 14.11 Additional Co-Agent. Bank of America (Illinois) is hereby
designated as an additional co-agent under this Agreement. In acting as an
additional co-agent under this Agreement, Bank of America (Illinois) shall have
no duties or functions other than as a Bank. Nothing in this Agreement, express
or implied, is intended to or shall be so construed as to impose upon Bank of
America (Illinois) any obligations in respect of this Agreement except in its
capacity as a Bank.
(n) The Credit Agreement is hereby further modified by deleting Annex I and
Annex IV attached thereto and by substituting in lieu thereof Annex I and Annex
IV attached hereto and incorporated herein and therein by reference.
(o) The Credit Agreement is hereby further modified by deleting Schedule 8.01 in
its entirety and by substituting in lieu thereof Schedule 8.01 attached hereto
and incorporated herein by reference.
3. No Other Amendments. Except for the amendments expressly set forth and
referred to in Section 2 above, the Credit Agreement remains unchanged and in
full force and effect; provided, however that the Banks, the Agent and the
Co-Agent hereby authorize the Agent to enter into or obtain from the Credit
Parties such modifications to the Credit Documents as the Agent may deem to be
necessary or appropriate in order to reflect the amendments set forth herein.
Nothing in this Modification is intended, or shall be construed, to constitute a
novation or an accord and satisfaction of any of the Borrower's indebtedness or
any indebtedness of any other Credit Party to the Banks, the Agent or the
Co-Agent under or in connection with the Credit Agreement (collectively, the
"Obligations") or to modify, affect or impair the perfection or continuity of
the security interests in, security titles to or other liens on any collateral
for the Obligations.
4. Representations and Warranties of Borrower. To induce the Agent, the Co-Agent
and the Banks to enter into this Modification, the Borrower does hereby warrant,
represent and covenant to such parties that: (a) each representation or warranty
of the Borrower set forth in the Credit Agreement is hereby restated and
reaffirmed as true and correct on and as of the date hereof as if such
representation or warranty were made on and as of the date hereof (except to the
extent that any such representation or warranty expressly relates to a prior
specific date or period), and no Default or Event of Default has occurred and is
continuing as of this date under the Credit Agreement as amended by this
Modification; (b) Borrower has the power and is duly authorized to execute,
deliver and perform its obligations under this Modification and this
Modification is the legal, valid and binding obligation of Borrower enforceable
against it in accordance with its terms; and (c) no Subordinated Debt (including
without limitation, any Permitted Subordinated Debentures) which is currently
outstanding on the date hereof has a maturity date prior to June 8, 2003.
5. Conditions Precedent to Effectiveness of this Modification. The effectiveness
of this Modification and the amendments provided in Section 2 above are subject
to the fulfillment of the following additional conditions precedent:
(a) the Agent shall have received one or more counterparts of this Modification
duly executed by the Borrower, the Agent, the Co-Agent and the Banks;
(b) receipt by the Agent (for the benefit of the Banks) of the unpaid
Commitment Fees which have accrued through the effective date of the Fourth
Modification of Amended and Restated Credit Agreement among the Borrower, the
Agent, the Co-Agent and the Banks signatory thereto;
(c) the Agent shall have received (i) a Reaffirmation of Pledge Agreement from
Borrower and (ii) a Confirmation of Guaranty and Reaffirmation of Pledge
Agreement from the Guarantors, each in form and substance satisfactory to the
Agent;
(d) the Agent shall have received one or more counterparts of an Officer's
Certificate in form and substance acceptable to the Agent executed by the
Borrower and each Guarantor;
(e) the Agent shall have received opinions of (i) Borrower's and the Guarantors'
counsel in form and substance reasonably satisfactory to the Agent and (ii)
in-house counsel to the Borrower and the Guarantors in form and substance
reasonably satisfactory to the Agent;
(f) the Agent shall have received certificates of good standing for each of the
Borrower and the Guarantors in the jurisdictions set forth on Schedule 8.01;
(g) Each and every representation and warranty of the Borrower set forth in
Section 4 above shall be true and correct in all material respects as of the
date of and after giving effect to this Modification; and
(h) There shall not exist as of the date of, and after giving effect to, this
Modification, any Default or Event of Default under the Credit Agreement as
amended by this Modification.
Notwithstanding the foregoing, the extension of the Credit Expiration Date as
set forth in Section (2)(c) above is also subject to (i) the Agent's receipt of
a fully executed counterpart of an amendment to the Letter of Credit extending
the expiry date to December 8, 2002 (which amendment shall be signed by the
Depositary consenting to such amendment) or a copy of a fully executed
replacement Letter of Credit with an expiry date of December 8, 2002 and (ii)
the Agent's receipt of written confirmation from Xxxxx'x Investor Services, Inc.
and Standard & Poor's Rating Service of their ratings of at least "P-1" and "A-1
plus", respectively, after giving effect to the extension of the Credit
Expiration Date as contemplated by this Modification.
6. Additional Provisions. In connection with the Borrower's formation or
acquisition of SCI del Centro S.A. de C.V., a corporation organized under the
laws of Mexico, SCI del Sud, S.A., a corporation organized under the laws of
Mexico, SCI del Norte S.A., a corporation organized under the laws of Mexico,
SCI Hungary Ltd., a corporation organized under the laws of Hungary, Advanced
Electronic Technology Ltda., a corporation organized under the laws of Brazil
and Advanced Electronic Integration Ltda., a corporation organized under the
laws of Brazil (hereinafter, the "New Foreign Subsidiaries"), the Borrower shall
execute and deliver, or cause to be executed and delivered, the documents
required to be delivered pursuant to Section 9.13 of the Credit Agreement on or
before the 90th day after the effective date of this Modification (or such later
date to which such deadline may be extended in writing by the Agent and the
Co-Agent in their discretion); provided, however, that Borrower shall not be
required to deliver or cause to be delivered such documents with respect to any
New Foreign Subsidiary which is dissolved or merged into an existing Credit
Party prior to the 90th day after the effective date of this Modification (or
such later date to which such deadline may be extended in writing by the Agent
and the Co-Agent in their discretion). In no event shall the Borrower make, or
permit any Subsidiary of Borrower to make, any Intercompany Loan to any New
Foreign Subsidiary unless and until such New Foreign Subsidiary has become a
Credit Party to the Credit Agreement and the Borrower has executed and
delivered, or caused to be executed and delivered, the documents set forth in
Section 9.13 of the Credit Agreement with respect to such New Foreign
Subsidiary. The failure of the Borrower to comply with this Section 6 shall be
deemed to be an Event of Default under the Credit Agreement.
7. Counterparts. This Modification may be executed in multiple counterparts,
each of which shall be deemed to be an original and all of which when taken
together shall constitute one and the same instrument.
8. GOVERNING LAW. THIS MODIFICATION SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND PERFORMED IN SUCH STATE.
IN WITNESS WHEREOF, the parties hereto have caused this Modification to be
duly executed and delivered as of the day and year specified at the beginning
hereof.
BORROWER:
SCI SYSTEMS, INC.
(CORPORATE SEAL)
Attest:
By:
Name:
Title:
AGENT:
CITIBANK, N.A.
By:
Name:
Title:
CO-AGENT:
ABN-AMRO BANK N.V., ATLANTA
AGENCY
By:
Name:
Title:
By:
Name:
Title:
BANKS:
ABN-AMRO BANK N.V., ATLANTA
AGENCY
By:
Name:
Title:
By:
Name:
Title:
BANK OF AMERICA ILLINOIS
By:
Name:
Title:
BANK OF IRELAND
By:
Name:
Title:
CITIBANK, N.A.
By:
Name:
Title:
COMMERZBANK
AKTIENGESELLSCHAFT, ATLANTA
AGENCY
By:
Name:
Title:
By:
Name:
Title:
REGIONS BANK
By:
Name:
Title:
MELLON BANK, N.A.
By:
Name:
Title:
THE FIRST NATIONAL BANK OF
CHICAGO
By:
Name:
Title:
PNC BANK, KENTUCKY, INC.
By:
Name:
Title:
THE BANK OF TOKYO-MITSUBISHI,
LTD., ATLANTA AGENCY
By:
Name:
Title:
THE DEVELOPMENT BANK OF
SINGAPORE, LTD.
By:
Name:
Title:
THE LONG-TERM CREDIT BANK OF
JAPAN, LIMITED
By:
Name:
Title:
Schedule 8.01
SCI SYSTEMS, INC. AND SUBSIDIARIES OF SCI SYSTEMS, INC. JURISDICTION OF
INCORPORATION AND QUALIFICATION
Corporate Name
Jurisdiction of Incorporation Borrower:
SCI Systems, Inc.
Delaware Subsidiaries:
SCI Irish Holdings
Ireland
SCI Alpha Limited
Ireland
SCI Systems Limited (Thailand)
Thailand
SCI Foreign Sales, Inc.
U.S. Virgin Islands
SCI Systems (Alabama), Inc.
Alabama
SCI Systems (Canada), Inc.
Canada
SCI Holdings, Inc.
Delaware
SCI Ireland Limited
Ireland
SCI Technology, Inc.
Alabama
Scimex, Inc.
Alabama
Interagency, Inc.
Delaware
SCI Systems Colorado, Inc.
Colorado
**SCI Funding, Inc.
Alabama
*Dabetan Company Limited
Hong Kong
SCI Systems de Mexico, S.A. de
C.V. (formerly known as Adelantos
de Tecnologia, S.A. de C.V.
Mexico
SCI del Centro S.A. de C.V.
Mexico
SCI del Sud, S.A.
Mexico
SCI del Norte S.A.
Mexico
SCI Manufacturing Singapore Pte.
Ltd.
Singapore
Newport, Inc.
Georgia
SCI Manufacturing (Malaysia) SDN
BHD
Malaysia
SCI Hungary Ltd.
Hungary
Advanced Electronic Technology
Ltda.
Brazil
Advanced Electronic Integration
Ltda.
Brazil
SCI Holding France, S.A.
France
SCI France, S.A.
France
*SCI UK Limited
Guernsey
*Newmoor Industries Limited
(formerly known as Cambridge
Computer Limited)
England
* In liquidation and not Credit Parties.
** Special purpose subsidiary and not a Credit Party
ANNEX I
TO
CREDIT AGREEMENT
BANK INFORMATION
1. Name of Bank
CITIBANK, N.A.
Domestic Lending Office and
Eurodollar Lending Office:
CITIBANK, N.A.
x/x Xxxxxxxx Xxxxx Xxxxxxx, Inc.
000 Xxxxxxxxx Xxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Address for Notices:
CITIBANK, N.A.
c/o Citicorp North America, Inc.
000 Xxxxxxxxx Xxxxxx Xxxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxx X. Xxxxxxx
Telecopy No.: (000) 000-0000
with a copy to:
Citicorp Securities, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxx, Xx.
Telecopy No.: (000) 000-0000
Revolving Credit Commitment:
US $35,000,000
Commercial Paper Commitment:
US $10,000,000
BANK INFORMATION
2. Name of Bank
ABN AMRO BANK N.V.
Domestic Lending Office and
Eurodollar Lending Office:
ABN AMRO Bank N.V.
Xxx Xxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Address for Notices:
ABN AMRO Bank N.V.
000 Xxxxx XxXxxxx Xxxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
Attention: Credit Administration
Telecopy No.: (000) 000-0000
with a copy to:
ABN AMRO Bank, N.V.
Xxx Xxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx Xxxx
Telecopy: (000) 000-0000
Revolving Credit Commitment:
US $10,000,000
Commercial Paper Commitment:
US $30,000,000
BANK INFORMATION
3. Name of Bank
BANK OF AMERICA (ILLINOIS)
Domestic Lending Office and
Eurodollar Lending Office:
Bank of America (Illinois)
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Address for Notices:
Bank of America (Illinois)
0000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000-0000
Attention: Xxxxxxx X. XxXxxxxx
Vice President
Telecopy No.: (000) 000-0000
with a copy to:
Bank of America (Illinois)
000 Xxxxxxxxxx Xxxxxx
00xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxxxx XxXxxxxxx
Telecopy No.: (000) 000-0000
Revolving Credit Commitment:
US $30,000,000
Commercial Paper Commitment:
US $10,000,000
BANK INFORMATION
4. Name of Bank
BANK OF IRELAND
Domestic Lending Office and
Eurodollar Lending Office:
Bank of Xxxxxxx
Xxxx Xxxxxx, Xxxxx Xxxxxx Xxxxxx
Xxxxxx 0, Xxxxxxx
Address for Notices:
Bank of Ireland
Xxxx Xxxxxx, Xxxxx Xxxxxx Xxxxxx
Xxxxxx 0, Xxxxxxx
Attention: Xxx Xxxxx
Telecopy No.: 011 353 1 604 4100
Revolving Credit Commitment:
US $20,000,000
Commercial Paper Commitment:
US $-0-
BANK INFORMATION
5. Name of Bank
COMMERZBANK AKTIENGESELLSCHAFT,
ATLANTA AGENCY
Domestic Lending Office and
Eurodollar Lending Office:
Commerzbank Aktiengesellschaft,
Atlanta Agency
Xxxxxxxxx 0
Xxxxx 0000
0000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Address for Notices:
Commerzbank Aktiengesellschaft,
Atlanta Agency
Xxxxxxxxx 0
Xxxxx 0000
0000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxx Xxxxxxx
Telecopy No.: (000) 000-0000
Revolving Credit Commitment:
US $20,000,000
Commercial Paper Commitment:
US $10,000,000
BANK INFORMATION
6. Name of Bank
REGIONS BANK (formerly known as First
Alabama Bank)
Domestic Lending Office and
Eurodollar Lending Office:
Regions Bank
000 Xxxx Xxxx Xxxxxx
P. O. Box 680 (35804)
Xxxxxxxxxx, Xxxxxxx 00000
Address for Notices:
Regions Bank
000 Xxxx Xxxx Xxxxxx
P. O. Box 680 (35804)
Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxx Xxxxxx
President
Xxxxx Xxxxxx
Vice President
Telecopy No.: (000) 000-0000
Revolving Credit Commitment:
US $25,000,000
Commercial Paper Commitment:
US $10,000,000
BANK INFORMATION
7. Name of Bank
MELLON BANK, N.A.
Domestic Lending Office and
Eurodollar Lending Office:
Mellon Bank, N.A.
Xxx Xxxxxx Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
Address for Notices:
Mellon Bank, N.A.
Xxx Xxxxxx Xxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
Attention: Xxxxxxx X. Xxxxx
Telecopy No.: (000) 000-0000
Revolving Credit Commitment:
US $25,000,000
Commercial Paper Commitment:
US $10,000,000
BANK INFORMATION
8. Name of Bank
THE FIRST NATIONAL BANK OF
CHICAGO
Domestic Lending Office and
Eurodollar Lending Office:
The First National Bank of Chicago
One First National Plaza
Suite 0634
1 FNP - 00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Address for Notices:
The First National Bank of Chicago
One First National Plaza
Suite 0634
1 FNP - 00xx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. XxXxxxx
Telecopy No.: (000) 000-0000
Revolving Credit Commitment:
US $35,000,000
Commercial Paper Commitment:
US $-0-
BANK INFORMATION
9. Name of Bank
PNC BANK, KENTUCKY, INC.
Domestic Lending Office and
Eurodollar Lending Office:
PNC Bank, Kentucky, Inc.
Citizens Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Address for Notices:
PNC Bank, Kentucky, Inc.
Citizens Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxxx X. Xxxxxxxxxx
Telecopy No.: (000) 000-0000
Revolving Credit Commitment:
US $20,000,000
Commercial Paper Commitment:
US $10,000,000
BANK INFORMATION
10. Name of Bank
THE BANK OF TOKYO-MITSUBISHI, LTD.,
ATLANTA AGENCY
Domestic Lending Office and
Eurodollar Lending Office:
The Bank of Tokyo-Mitsubishi, Ltd.,
Atlanta Agency
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxx 0000, Xxxxxxx Pacific Center
Xxxxxxx, Xxxxxxx 00000
Address for Notices:
The Bank of Tokyo-Mitsubishi, Ltd.,
Atlanta Agency
000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxx 0000, Xxxxxxx Pacific Center
Xxxxxxx, Xxxxxxx 00000
Attention: Xxxx Xxxxx
Telecopy No.: (000) 000-0000
Revolving Credit Commitment:
US $10,000,000
Commercial Paper Commitment:
US $25,000,000
BANK INFORMATION
11. Name of Bank
THE DEVELOPMENT BANK OF
SINGAPORE, LTD.
Domestic Lending Office and
Eurodollar Lending Office:
The Development Bank of Singapore, Ltd.
New York Agency
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Address for Notices:
The Development Bank of Singapore, Ltd.
New York Agency
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxxxx
Telecopy No.: (000) 000-0000
Revolving Credit Commitment:
US $20,000,000
Commercial Paper Commitment:
US $10,000,000
BANK INFORMATION
12. Name of Bank
THE LONG TERM CREDIT BANK OF
JAPAN, LIMITED
Domestic Lending Office and
Eurodollar Lending Office:
The Long Term Credit Bank of Japan, Limited
000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Address for Notices:
The Long Term Credit Bank of Japan, Limited
000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx X. Xxxxxxx
Telecopy No.: (000) 000-0000
with a copy to:
The Long Term Credit Bank of Japan, Limited
000 Xxxxxxxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attn: Xxxxx Xxxxxx Xxxxxxx
Telecopy No.: (000) 000-0000
Revolving Credit Commitment:
US $10,000,000
Commercial Paper Commitment:
US $25,000,000
ANNEX IV
APPLICABLE LETTER OF CREDIT RATE MATRIX
If the ratio of Borrower's Total Debt to Total Capital as of the end of any
fiscal quarter is within a particular range described in the left column below,
and if the Borrower's ratio of EBIT to Interest Expense as of the end of such
fiscal quarter is within a particular range described in the top row below, then
the Applicable Letter of Credit Rate shall be the amount specified where such
ranges intersect below on the effective date pursuant to Section 3.06(c):
EBIT to Interest Expense RatioTotal Debt to
Total Capital Ratio
<0- 62>1.25:1;
<=2.5:1
<0- 62>2.5:1;
<=5.5:1
<0- 62>5.5:1<0- 62>.575:1
0.825% per annum
0.575% per annum
0.475% per annum>=.35:1; <=.575:1
0.725% per annum
0.475% per annum
0.375% per annum<0- 60>.35:1
0.625% per annum
0.375% per annum
0.25% per annum
For example, if Borrower's ratio of Total Debt to Total Capital as of the end of
one fiscal quarter is .75:1.0 and the Borrower's ratio of EBIT to Interest
Expense as of the end of such quarter is 1.5:1.0, then the Applicable Letter of
Credit Rate shall be 0.825% per annum for the immediately succeeding quarterly
computation period. From the effective date of the Fourth Modification of
Amended and Restated Credit Agreement among SCI Systems, Inc., Citibank, N.A.,
as Agent, ABN AMRO Bank N.V., as Co-Agent, and the Banks which are signatories
thereto until the next quarterly determination, the Applicable Letter of Credit
Rate is 0.375% per annum.
