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EXHIBIT 10.20
AMENDMENT NO. 3 AND CONSENT
to
RECEIVABLES PURCHASE AGREEMENT
Dated as of May 13, 2005
THIS AMENDMENT NO. 3 AND CONSENT (this "Amendment") is entered into
as
of May 13, 2005 by and among Jabil Circuit
Financial II, Inc., a Delaware
corporation (the "Seller"), Jabil Circuit,
Inc., a Delaware corporation (the
"Servicer"), Jupiter Securitization
Corporation ("Jupiter"), the financial
institutions party hereto (the "Financial
Institutions") and JPMorgan Chase
Bank, N.A. (successor by merger to Bank
One, NA (Main Office Chicago)), as Agent
(the "Agent").
PRELIMINARY STATEMENT
A. The
Seller, the Servicer, Jupiter, the Financial Institutions
and the Agent are parties to that certain
Receivables Purchase Agreement dated
as of February 25, 2004 (as amended by
Amendment No. 1 thereto dated as of April
22, 2004 and Amendment No. 2 thereto dated
as of February 23, 2005 and as
otherwise amended, restated, supplemented
or otherwise modified from time to
time, the "Purchase Agreement").
Capitalized terms used herein and not otherwise
defined shall have the meanings ascribed to
them in the Purchase Agreement.
B. The
Seller, the Servicer, Jupiter, the Financial Institutions
and the Agent have agreed to amend the
Purchase Agreement on the terms and
subject to the conditions hereinafter set
forth.
C. The
Seller has requested that the subdivision of Varian, Inc.
heretofore purchased by Jabil Circuit, Inc.
be deemed not to be a "New Business
Line" for purposes of clause (xviii) of the
definition of "Eligible Receivable"
and Jupiter, the Financial Institutions and
the Agent are willing to consent to
such designation on the terms and subject
to the conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the premises set forth above,
and
other good and valuable consideration, the
receipt and sufficiency of which are
hereby acknowledged, the parties hereto
hereby agree as follows:
SECTION 1. Amendment.
Effective as of the date hereof and subject
to the satisfaction of the conditions
precedent set forth in Section 3 below,
the Purchase Agreement is hereby amended as
follows:
(a) Each
occurrence of the phrase "Indebtedness (as defined in
Exhibit XII)" appearing in Section
7.1(b)(v), Section 9.1(c) and Section 9.1(d)
is hereby deleted and replaced with the
phrase "Debt (as defined in the Five
Year Credit Agreement)".
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(b) Section
9.1(f) of the Purchase Agreement is hereby
deleted in its entirety and replaced with
the following therefor:
(f) As at the
end of any calendar month:
(i) the
average of the Delinquency Ratios as at
the end of such month and the two preceding months shall
exceed 9.0%; or
(ii)
the average of the Default Ratios as at the
end of such month and the two preceding months shall exceed
4.5%.
(c) Section
9.1(k) of the Purchase Agreement is hereby
deleted in its entirety and replaced with
the following therefor:
(k) Jabil
shall fail to perform, observe or
otherwise satisfy any of the financial covenants set forth in
Section
5.03 of the Five Year Credit Agreement.
(d) Exhibit I
to the Purchase Agreement is hereby amended
to add the following definition thereto, in
alphabetical order:
"Five Year Credit Agreement" means that certain Five
Year Credit Agreement dated as of May 11, 2005 among Jabil, the
financial institutions and other institutional lenders party
thereto as
"Lenders", JPMorgan Chase Bank, N.A., as syndication agent, and
Citibank, N.A., as
administrative agent, without giving effect to any
amendment, restatement, supplement or other modification to
such
agreement unless such amendment, restatement, supplement or
modification is consented to in a separate writing by JPMorgan
Chase
Bank, N.A., in its capacity as Agent hereunder, and by each
Financial
Institution party hereto at such time.
(e) The
definition of "Default Ratio" in Exhibit I to the
Purchase Agreement is hereby amended to
delete the phrase "91 days from the
original invoice date" appearing in clause
(i)(B) thereof and to replace
therefor the phrase "61 days from the
original due date".
(f) The
definition of "Defaulted Receivable" in Exhibit I
to the Purchase Agreement is restated in
its entirety as follows:
"Defaulted Receivable" means a Receivable as to which
any payment, or part thereof, remains unpaid for 61 days or more,
but
less than 91
days, from t
