LETTER WAIVER EXTENSION
Exhibit 10.57.3
LETTER WAIVER EXTENSION
Dated as of December 7, 2006
To
the banks and other financial institutions
or entities (collectively, the “Purchasers”)
party to the Purchase Agreement
referred to below and to Deutsche Bank AG,
New York Branch, as administrative agent (the
“Administrative Agent”) for the Purchasers
Ladies and Gentlemen:
We refer to the Revolving Trade Receivables Purchase Agreement, dated as of September 23, 2005, among Sanmina-SCI Magyarorszag Elektronikai Gyarto Kft and Sanmina-SCI Systems de Mexico, S.A. de C.V., as originators, Sanmina-SCI Corporation (“Sanmina-SCI”) and Sanmina-SCI UK Ltd., as servicers, the Purchasers from time to time party thereto and the Administrative Agent, as amended and restated by the Amended and Restated Revolving Trade Receivables Purchase Agreement, dated as of September 26, 2006, among Sanmina-SCI Magyarorszag Elektronikai Gyarto Kft and Sanmina-SCI Systems de Mexico, S.A. de C.V., as originators, Sanmina-SCI and Sanmina- SCI UK Ltd., as servicers, the Purchasers from time to time party thereto, and the Administrative Agent (as so amended, the “Purchase Agreement”). Capitalized terms not otherwise defined in this Letter Waiver Extension have the same meanings as specified in the Purchase Agreement.
We refer to the Letter Waiver dated as of August 10, 2006, as amended on September 26, 2006, and as further amended on October 5, 2006, among the Originators, the Servicers, the Required Purchasers and the Administrative Agent (as amended, the “Letter Waiver”) which provided for a limited waiver with respect to compliance by us with certain provisions of the Purchase Agreement solely for the purposes more fully described in the Letter Waiver. This limited waiver was granted through December 11, 2006.
We hereby request that you extend the limited waiver granted to us under the Letter Waiver for a further period by amending the definition of “Waiver Termination Date” set forth in the Letter Waiver to read in full as follows:
“the later to occur of (i) December 14, 2006 and (ii) if the required date of delivery of the financial statements for the Fiscal Quarter ended July 1, 2006 under the Company’s 8.125% Senior Subordinated Notes due 2016 and the New Senior Subordinated Notes has been extended (by waiver or otherwise) beyond December 14, 2006, the third Business Day preceding the required date of delivery beyond December 14, 2006 for such financial statements as provided in the initial extension thereof by the respective requisite holders of such Notes (the ‘Waiver Termination Date’), but in no event later than March 31, 2007.”
This Letter Waiver Extension, the amendment of the Letter Waiver and the waivers requested herein shall become effective as of the date first above written when, and only when, the Administrative Agent shall have received counterparts of this Letter Waiver Extension
executed by us, the Administrative Agent and the Required Purchasers. This Letter Waiver Extension is subject to the provisions of Section 9.1 of the Purchase Agreement.
The Purchase Agreement and each of the other Transaction Documents, except to the extent of the waiver specifically provided above, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Letter Waiver Extension shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Purchaser or any Agent under any of the Transaction Documents, nor constitute a waiver of any provision of any of the Transaction Documents.
If you agree to the terms and provisions of this Letter Waiver Extension, please evidence such agreement by executing and returning four counterparts of this Letter Waiver Extension to Xxxxxxxx X. Xxxxxxx at Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, P.C. 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, XX 00000, Facsimile: (000) 000-0000, Telephone (000) 000-0000 by no later than 5:00 P.M. (New York City time) on December 7, 2006.
This Letter Waiver Extension may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Waiver Extension by telecopier shall be effective as delivery of a manually executed counterpart of this Letter Waiver Extension.
This Letter Waiver Extension shall be governed by, and construed in accordance with, the laws of the State of New York.
[BALANCE OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]
Very truly yours, |
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SANMINA-SCI |
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SANMINA-SCI
MAGYARORSZAG |
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8000 SZÈKESFEHÈRVÁR |
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Aszalvölgyi u. 5. |
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By |
/s/ [ILLEGIBLE] |
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Adòszám: 12235230-2-11 |
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Title: Managing Director |
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SANMINA-SCI SYSTEMS DE
MEXICO, S.A. DE |
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By |
/s/ [ILLEGIBLE] |
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Title: |
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SANMINA-SCI CORPORATION |
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By |
/s/ Xxxxxx Xxxxxxx |
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Title: |
VP and Treasurer |
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SANMINA-SCI UK LTD. |
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By |
/s/ [ILLEGIBLE] |
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Title: |
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Agreed as of the date first above written: |
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Deutsche Bank
AG, New York Branch, |
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By |
/s/ [ILLEGIBLE] |
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Title: Vice President |
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By |
/s/ [ILLEGIBLE] |
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Title: Associate |
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