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EXHIBIT 2.4
AMENDMENT TO MERGER AGREEMENT
AMENDMENT, dated September 14, 2001, to AMENDED AND RESTATED AGREEMENT
AND PLAN OF REORGANIZATION (the "AGREEMENT") made and entered into as of July
13, 2001, among Sanmina Corporation, a Delaware corporation ("PARENT"), Sun
Acquisition Subsidiary, Inc., a Delaware corporation and a wholly owned
subsidiary of Parent ("MERGER SUB") and SCI Systems, Inc., a Delaware
corporation ("COMPANY").
RECITAL
A. Whereas, Parent, Merger Sub and Company have determined that, in
light of current conditions, it is advisable to amend the Agreement in certain
respects as set forth herein;
NOW, THEREFORE, in consideration of the covenants, promises and
representations set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:
1. Section 4.1(d) of the Agreement is hereby amended and
restated in its entirety to read as set forth below:
"(d) Purchase, redeem or otherwise acquire, directly or
indirectly, any shares of capital stock, except (i) repurchases of unvested
shares in connection with the termination of the service relationship with any
employee or consultant pursuant to the terms of stock option or purchase
agreements in effect on the date hereof or (ii) repurchases of stock effected in
open market transactions pursuant to Securities and Exchange Commission Rule
10b-18 which repurchases do not (x) in the case of either Parent or Company,
involve the expenditure of in excess of $250.0 million; (y) in the case of
Parent, exceed five percent (5%) of the number of shares of Parent Common Stock
outstanding on July 13, 2001; and (z) in the case of Company, exceed five
percent (5%) of the number of shares of Company Common Stock outstanding on July
13, 2001.
2. Except as amended hereby and as amended to date, the
Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized respective officers as of the date first
written above.
SANMINA CORPORATION
By:
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Name:
Title:
SUN ACQUISITION SUBSIDIARY, INC.
By:
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Name:
Title:
SCI SYSTEMS, INC.
By:
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Name:
Title:
**** AMENDMENT DATED 9/14/01 TO AGREEMENT AND PLAN OF
REORGANIZATION****
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