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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:
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Public Debt Rating
S&P/Moody’s
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Applicable Margin for
Base Rate
Advances
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Applicable Margin for
Eurodollar Rate Advances
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Level 1
BBB or Baa2 or
above
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0.300 |
% |
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1.300 |
% |
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Level 2
BBB- or Baa3
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0.375 |
% |
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1.375 |
% |
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Level 3
BB+ and Baa3 or BBB- and
Ba1
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0.500 |
% |
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1.500 |
% |
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Level 4
BB+ or Ba1
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0.625 |
% |
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1.625 |
% |
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Level 5
BB or Ba2
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1.000 |
% |
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2.000 |
% |
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Level 6
Lower than Level 5
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1.500 |
% |
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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:
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Public Debt Rating
S&P/Moody’s
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Applicable
Percentage
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Level 1
BBB or Baa2 or
above
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0.150 |
% |
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Level 2
BBB- or Baa3
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0.175 |
% |
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Level 3
BB+ and Baa3 or BBB- and
Ba1
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0.200 |
% |
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Level 4
BB+ or Ba1
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0.225 |
% |
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Level 5
BB or Ba2
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0.300 |
% |
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Level 6
Lower than Level 5
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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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