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AMENDMENT NO. 3 TO THE BRIDGE CREDIT AGREEMENT

Loan Agreement

AMENDMENT NO. 3 TO THE BRIDGE CREDIT AGREEMENT | Document Parties: JABIL CIRCUIT INC | ABN AMRO BANK NV | Citicorp North America, Inc You are currently viewing:
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JABIL CIRCUIT INC | ABN AMRO BANK NV | Citicorp North America, Inc

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Title: AMENDMENT NO. 3 TO THE BRIDGE CREDIT AGREEMENT
Governing Law: New York     Date: 12/27/2007
Industry: Electronic Instr. and Controls     Law Firm: Holland Knight     Sector: Technology

AMENDMENT NO. 3 TO THE BRIDGE CREDIT AGREEMENT, Parties: jabil circuit inc , abn amro bank nv , citicorp north america  inc
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Exhibit 10.34

AMENDMENT NO. 3 TO THE

BRIDGE CREDIT AGREEMENT

Dated as of December 20, 2007

AMENDMENT NO. 3 TO THE BRIDGE CREDIT AGREEMENT among Jabil Circuit, Inc., a Delaware corporation (the “ Borrower ”), the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the “ Lenders ”) and Citicorp North America, Inc., as agent (the “ Agent ”) for the Lenders.

PRELIMINARY STATEMENTS:

(1) The Borrower, the Lenders and the Agent have entered into a Bridge Credit Agreement dated as of December 21, 2006, as amended by the Letter Amendment and Waiver dated as of January 11, 2007 and the Letter Amendment and Waiver dated as of May 2, 2007 (such Credit Agreement, as so amended, the “ Credit Agreement ”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.

(2) The Borrower and the Lenders have agreed to further amend the Credit Agreement as hereinafter set forth.

SECTION 1. Amendments to Credit Agreement. The Credit Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2, hereby amended as follows:

(a) The definitions of “ Applicable Margin ”, “ Applicable Percentage ” and “ Termination Date ” in Section 1.01 are amended in full to read as follows:

Applicable Margin ” means as of any date, a percentage per annum determined by reference to the Public Debt Rating in effect on such date as set forth below, provided that the Applicable Margin shall be increased on and after March 20, 2008 by 0.25% per annum:

 

Public Debt Rating S&P/Moody’s

  

Applicable Margin for

Base Rate Advances

   

Applicable Margin for

Eurodollar Rate Advances

 

Level 1

BBB or Baa2 or above

   0.300 %   1.300 %

Level 2

BBB- or Baa3

   0.375 %   1.375 %

Level 3

BB+ and Baa3 or BBB- and Ba1

   0.500 %   1.500 %

Level 4

BB+ or Ba1

   0.625 %   1.625 %

Level 5

BB or Ba2

   1.000 %   2.000 %

Level 6

Lower than Level 5

   1.500 %   2.500 %

Applicable Percentage ” means, as of any date a percentage per annum determined by reference to the Public Debt Rating in effect on such date as set forth below, provided that the Applicable Percentage shall be increased on and after March 20, 2008 by 0.05% per annum:

 


Public Debt Rating S&P/Moody’s

  

Applicable

Percentage

 

Level 1

BBB or Baa2 or above

   0.150 %

Level 2

BBB- or Baa3

   0.175 %

Level 3

BB+ and Baa3 or BBB- and Ba1

   0.200 %

Level 4

BB+ or Ba1

   0.225 %

Level 5

BB or Ba2

   0.300 %

Level 6

Lower than Level 5

   0.550 %

Termination Date ” means the earlier of June 17, 2008 and the date of termination in whole of the Commitments pursuant to Section 2.04 or 6.01.

(b) Section 2.01 is amended by deleting therefrom the proviso at the end thereof.

(c) Section 2.03 is amended by adding to the end thereof a new clause (c) to read as follows:

(c) Extension Fee . The Borrower agrees to pay to the Agent for the account of each Lender on March 20, 2008 a fee equal to 0.625% of such Lender’s Commitment in effect on such date.

(d) Section 2.04(b) is deleted in full.

(e) Section 2.09(b) is deleted in full.

(f) Section 2.16 is amended in full to read as follows:

SECTION 2.16. Use of Proceeds . The proceeds of the Advances shall be available (and the Borrower agrees that it shall use such proceeds) solely for general corporate purposes of the Borrower and its Subsidiaries.

(g) Section 3.03(a) is amended by adding to the end thereof a new clause (iii) to read as follows:

(iii) the commitments of the lenders under the Borrower’s Amended and Restated Five Year Credit Agreement dated as of July 19, 2007 have been fully drawn.

(h) Section 4.01(e) is amended in full to read as follows:

(e) The Consolidated balance sheet of the Borrower and its Subsidiaries as at August 31, 2007, and the related Consolidated statements of income and cash flows of the Borrower and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of KPMG LLP, independent public accountants, copies of which have been furnished to each Lender, fairly present, other than as disclosed to the Lenders prior to the date hereof, the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the Consolidated results of the operations of the Borrower and its Subsidiaries for the periods ended on such dates, all in accordance with United States generally accepted accounting principles consistently applied. Since August 31, 2007, there has been no Material Adverse Change other than as disclosed to the Lenders prior to the date hereof.

 

2

 


(i) Section 4.01(i) is amended in full to read as follows:

(i) No information, exhibit or report furnished by or on behalf of the Borrower to the Agent or any Lender pursuant to the terms of this Agreement contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading, other than as disclosed to the Lenders prior to the date hereof.

(j) Schedule I is amended in full to read as set forth as Schedule A to this Amendment.

SECTION 2. Conditions of Effectiveness . This Amendment shall become effective as of the date first above written when, and only when, on or before December 20, 2007 the Agent shall have received counterparts of this Amendment executed by the Borrower and all of the Lenders, and the Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Agent (unless otherwise specified) and in sufficient copies for each Lender, in form and substance satisfactory to the Agent (unless otherwise specified) and in sufficient copies for each Lender:

(a) Certified copies of the resolutions of the Board of Directors of the Borrower approving this Amendment and all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment.

(b) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and the other documents to be delivered hereunder.

(c) Favora


 
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