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EXHIBIT 10.41
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered
into as of May 14, 1998, by and between SMART MODULAR TECHNOLOGIES, INC., a
California Corporation ("Borrower"), SMART MODULAR TECHNOLOGIES (EUROPE)
LIMITED, a private limited company incorporated in England, ("Smart(Europe)")
and XXXXX FARGO BANK, NATIONAL ASSOCIATION ("Bank").
RECITALS
WHEREAS, Borrower is currently indebted to Bank pursuant to the terms
and conditions of that certain Credit Agreement between Borrower and Bank dated
as of May 1, 1998, as amended from time to time ("Credit Agreement").
WHEREAS, Bank and Borrower have agreed to certain changes in the terms
and conditions set forth in the Credit Agreement and have agreed to amend the
Credit Agreement to reflect said changes.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree that the Credit
Agreement shall be amended as follows:
1. Section 4.9(a) is hereby deleted in its entirety, and the
following substituted therefor:
"(a) Tangible Net Worth not less than $230,000,000.00 as of
October 31, 1997, plus, thereafter, on a cumulative basis, an amount
equal to 80% of net income after taxes (with no deduction for losses)
and 100% of proceeds of new equity (less reasonable and customary costs
of issuance) since October 31, 1997, less the effect of any stock
repurchase up to $50,000,000.00, determined as of each fiscal quarter
end, with "Tangible Net Worth" defined as the aggregate of total
stockholders' equity plus subordinated debt less any intangible assets."
2. Except as specifically provided herein, all terms and conditions
of the Credit Agreement remain in full force and effect, without waiver or
modification. All terms defined in the Credit Agreement shall have the same
meaning when used in this Amendment. This Amendment and the Credit Agreement
shall be read together, as one document.
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3. Borrower hereby remakes all representations and warranties
contained in the Credit Agreement and reaffirms all covenants set forth therein.
Borrower further certifies that as of the date of this Amendment there exists no
Event of Default as defined in the Credit Agreement, nor any condition, act or
event which with the giving of notice or the passage of time or both would
constitute any such Event of Default.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first written above.
XXXXX FARGO BANK,
SMART MODULAR NATIONAL ASSOCIATION
TECHNOLOGIES, INC.
By: /s/ XXXXX X. XXXXXX By: /s/ XXXXX XXXXXX
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Xxxxx Xxxxxx
Title: CFO Vice President
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SMART MODULAR TECHNOLOGIES (EUROPE), LIMITED
By: /s/ XXXXX X. XXXXXX
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Title: CFO
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