Exhibit 4.3
JABIL CIRCUIT, INC.
OFFICERS’ CERTIFICATE PURSUANT
TO
SECTIONS 1.2, 3.1 AND 3.3 OF THE
INDENTURE
We, the undersigned, being
respectively the President and the Chief Financial Officer of Jabil
Circuit, Inc., a corporation duly organized and existing under the
laws of the State of Delaware (the “Company”), hereby
certify to The Bank of New York Mellon Trust Company, N.A., a
national banking association, as trustee (the
“Trustee”), pursuant to and in accordance with Sections
1.2, 3.1 and 3.3 of the Indenture, dated as of January 16,
2008 (the “Indenture”), between the Company and the
Trustee, that:
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(1)
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The issuance of
Securities under the series designated as 7.75% Senior Notes due
2016, in an aggregate principal amount of $312,000,000 (the
“Notes”), has been approved and authorized in
accordance with the provisions of the Indenture pursuant to
resolutions duly adopted by (i) the Board of Directors of the
Company at meetings held on October 22-23, 2008 and
July 16, 2009, and (ii) the Pricing Committee of the
Board of Directors of the Company at a meeting held on
July 31, 2009, all such resolutions are attached hereto as
Exhibit A , and by this Officers’ Certificate, dated
August 11, 2009, relating to the Notes. The resolutions
referred to in this paragraph are in full force and effect on the
date hereof.
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(2)
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To the best of
our knowledge, no event which is, or after notice or lapse of time
would become, an Event of Default with respect to any of the Notes
has occurred and is continuing.
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(3)
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The terms of
the Notes shall be as follows:
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(i)
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The title of
the Notes shall be “7.75% Senior Notes due
2016.”
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(ii)
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The Notes are
to be issued in registered form. The Notes are to be issued
initially in an aggregate principal amount of $312,000,000;
provided however, that the aggregate principal amount of the Notes
that may be outstanding may be increased by the Company upon the
terms and subject to the conditions set forth in the Indenture and
the Notes. The Notes are to be issued initially in global form, as
further set forth in Annex I hereto. Beneficial owners of
interests in the Notes may exchange such interests in accordance
with the Indenture and the terms of the Notes, and as further set
forth in Annex I hereto.
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(iii)
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The Notes will
mature on July 15, 2016.
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(iv)
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The Notes will
bear interest at a rate of 7.75% per annum.
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(v)
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The date from
which interest shall accrue, the Interest Payment Dates on which
interest shall be payable and the Regular Record Date for the
interest payable on any Interest Payment Date will be as set forth
in the Specimen Note attached as Exhibit B (the
“Specimen Note”).
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(vi)
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Principal,
premium, if any, and interest on the Notes are payable at the
corporate trust office of the Trustee located at 101 Barclay
Street, Floor 7 West, New York, NY 10286, except as otherwise
provided in the Specimen Note.
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(vii)
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The Notes are
issuable in minimum denominations of $2,000 and integral multiples
of $1,000 in excess thereof.
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(viii)
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The Notes are
subject to redemption at the option of the Company, as set forth in
the Specimen Note.
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(ix)
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The Notes will
not be subject to any sinking fund or analogous
provision.
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(x)
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The provisions
in the Indenture relating to defeasance and covenant defeasance
shall apply to the Notes.
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(xi)
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The
“Depository” with respect to the Notes will initially
be The Depository Trust Company (“DTC”).
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(xii)
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Interest on the
Notes will be computed and paid on the basis of a 360-day year of
twelve 30-day months.
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(xiii)
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References
herein to principal, premium, if any, and interest payable on the
Notes shall include any Successor Additional Amount payable
pursuant to Section 8.1(b) of the Indenture.
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(xiv)
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The Notes are
not convertible into shares of Common Stock of the Company or
exchangeable for other securities.
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Capitalized terms used herein and
not otherwise defined herein have the mea
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