0001104659-01-503417 Sample Contracts

September 14, 2001 Mr. Mark Slaven Vice President, Treasurer 3Com Corporation 5400 Bayfront Plaza Santa Clara, CA 95052-8145
Manufacturers Services LTD • November 14th, 2001 • Electronic components, nec

Re: Supply Agreement between Manufacturers’ Services Salt Lake City Operations, Inc. ("MSSLO") and 3Com Corporation (“3Com”), and joined for the limited purposes set forth therein by Manufacturers’ Services Limited (“MSL”), dated September 30, 2000, as amended by the First Amendment to Supply Agreement, dated January 15, 2001 (the “Supply Agreement”)

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MANUFACTURERS’ SERVICES LIMITED THIRD AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 14th, 2001 • Manufacturers Services LTD • Electronic components, nec • New York

This THIRD AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of October 18, 2001 and entered into by and among Manufacturers’ Services Limited, a Delaware corporation (“Company”), the financial institutions listed on the signature pages hereof, Bank of America, N.A., as Administrative Agent, as Collateral Agent, and as Issuing Lender, Credit Suisse First Boston (successor in interest to DLJ Capital Funding, Inc.), as Syndication Agent, and ABN AMRO Bank N.V. and Barclays Bank PLC, as Co-documentation Agents, and is made with reference to that certain First Amended and Restated Credit Agreement, dated as of September 29, 2000, as amended by a First Amendment dated as of October 25, 2000 and a Second Amendment dated as of March 2, 2001 (the “Credit Agreement”), by and among Company, Lenders, Credit Suisse First Boston (successor in interest to DLJ Capital Funding, Inc.), as Syndication Agent, and Bank of America, N.A., as Administrative Agent, as Col

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