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EXHIBIT 99.1
SANMINA CORPORATION
and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
as Trustee
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FIRST SUPPLEMENTAL INDENTURE
Dated as of June 20, 1997
To
INDENTURE
Dated as of August 15, 1995
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Relating to
5 1/2% Convertible Subordinated Notes
Due 2002
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FIRST SUPPLEMENTAL INDENTURE (the "First Supplemental Indenture"),
dated as of June 20, 1997, between Sanmina Corporation, a Delaware corporation
(the "Company"), and Norwest Bank Minnesota, National Association, a national
banking association organized and existing under the laws of the United States
of America, as trustee (the "Trustee").
RECITALS
WHEREAS, the Company has duly issued its 5 1/2% Convertible
Subordinated Notes Due 2002 (hereinafter called the "Notes") in the
aggregate principal amount of $86,250,000 pursuant to an Indenture,
dated as of August 15, 1995, between the Company and the Trustee
(hereinafter called the "Indenture"); and
WHEREAS, Section 3.1 of the Indenture provides that the Company may not
redeem the Notes prior to August 15, 1998; and
WHEREAS, the Company now desires to modify the Indenture, as set forth
herein, in order to ensure that the Noteholders receive the interest
due and payable on the interest payment date of August 15, 1998, and,
therefore, desires to change the date prior to which the Company may
not redeem the Notes to August 19, 1998; and
WHEREAS, Section 11.1(f) of the Indenture provides that the Company and
the Trustee may, without the consent of any Noteholders, enter into a
supplemental indenture to cure any ambiguity or to correct or
supplement any provision contained therein, or to make such other
provisions in regard to matters or questions arising under the
Indenture which shall not materially adversely affect the interests of
the Noteholders; and
WHEREAS, in accordance with the Indenture, the Company has delivered to
the Trustee an Officers' Certificate stating that the First
Supplemental Indenture complies with the applicable provisions of the
Indenture; and
WHEREAS, the foregoing recitals are made as representations of fact by
the Company and not by the Trustee;
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Company and the Trustee hereby agree as follows:
1. For purposes of this First Supplemental Indenture, except as
otherwise herein expressly provided or unless the context otherwise requires:
(i) the capitalized terms and expressions used herein shall have the same
meanings as corresponding terms and expressions
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used in the Indenture; and (ii) the words "herein," "hereof" and "hereby" and
other words of similar import used in this First Supplemental Indenture refer to
this First Supplemental Indenture as a whole and not to any particular section
thereof.
2. Amendment to Section 3.1. Effective as of the date hereof, Section
3.1 of the Indenture is hereby amended by deleting from the second line thereof
"August 15, 1998" and substituting in place thereof the date "August 19, 1998".
3. Addition to Section 15.2. Effective as of the date hereof, Section
15.2 of the Indenture is hereby amended by inserting the following paragraph
after the penultimate paragraph and before the last paragraph of Section 15.2:
Any Noteholder that submits any Notes for conversion between
the close of business on the record date of August 1, 1998 and prior to
the close of business on the Business Day next preceding the interest
payment date of August 15, 1998, such Noteholder need not submit
payment for the interest due on August 15, 1998, in the event the
Company has called the Notes for redemption and has mailed a notice of
redemption to the Noteholders in accordance with the provisions of
Section 3.2 of the Indenture.
4. Amendment to Form of Note. Effective as of the date hereof, the
Form of Note set forth in Exhibit A to the Indenture is hereby amended by
deleting from the first line of the eighth paragraph on the Form of Reverse of
Note "August 15, 1998" and substituting in place thereof the date "August 19,
1998".
5. The Trustee has no responsibility for the correctness of the
recitals of fact herein contained which shall be taken as the statements of the
Company and makes no representations as to the validity or sufficiency of this
First Supplemental Indenture and shall incur no liability or responsibility in
respect of the validity thereof.
6. Except as expressly amended hereby, the Indenture is in all
respects ratified and confirmed, and all the terms, conditions and provisions
hereof shall remain in full force and effect.
7. This First Supplemental Indenture shall form a part of the
Indenture for all purposes, and every Noteholder heretofore or hereafter
authenticated shall be bound hereby.
8. This First Supplemental Indenture may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
and all of such counterparts shall together constitute on and the same
instrument.
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9. This First Supplemental Indenture shall be deemed to be a contract
made under the laws of the State of New York and for all purposes shall be
governed by and construed in accordance with such laws.
IN WITNESS WHEREOF, the parties have caused this First Supplemental
Indenture to be duly executed, and their respective seals to be hereunto affixed
and attested, all as of the day and year first above written.
SANMINA CORPORATION
By: /s/Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: President and Chief
Operating Officer
ATTEST:
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Assistant Treasurer
(CORPORATE SEAL)
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION, as Trustee
By:
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Name:
Title:
ATTEST:
By:
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Title:
(CORPORATE SEAL)
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