Exhibit 10.21
AMENDMENT NO. 5
to
RECEIVABLES PURCHASE AGREEMENT
Dated as of February 21, 2006
THIS AMENDMENT NO. 5 (this “
Amendment ”) is entered into as of February 21,
2006 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 STATEMENTS
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 prior to the date hereof and as
otherwise amended, restated, supplemented or otherwise modified
from time to time, the “ RPA ”). Capitalized
terms used herein and not otherwise defined shall have the meanings
ascribed to them in the RPA.
B. The Seller, the Servicer,
Jupiter, the Financial Institutions and the Agent have agreed to
amend the RPA 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.
Amendments
. Effective as of the date hereof
and subject to the satisfaction of the conditions precedent set
forth in Section 3 below, the RPA is hereby amended as
follows:
(a) Article II of the RPA is
hereby amended to add the following Section 2.8 after
Section 2.7 :
Section 2.8. Sale of
Charged-Off Receivables . With the prior written consent of the
Agent, Seller may sell and assign all of its right, title and
interest in and to all or any portion of the Charged-Off
Receivables then held by Seller; provided that Seller has
delivered all documents, agreements and information requested by
the Agent in connection with such proposed sale. All proceeds of
any such sale shall be deposited into a Collection Account on the
date of such sale.
(b) Section 7.1(b) of
the RPA is hereby amended to delete clause (vi) thereof in its
entirety and replace it with the following:
(vi) Manufacturing
Subsidiaries . As soon as the Seller becomes aware thereof,
notice of any action taken by any Manufacturing Subsidiary or any
other Person to assert any claim against any property of the
Seller, any Originator or any Manufacturing Subsidiary.
(c) Section 8.1 of the
RPA is hereby amended to delete paragraph (b) thereof and
replace it with the following:
(b) Without the prior written
consent of the Agent and the Required Financial Institutions, Jabil
shall not be permitted to delegate any of its duties or
responsibilities as Servicer to any Person other than (i) an
Originator with respect to the Receivables originated by it,
(ii) with respect to certain Charged-Off Receivables and
Delinquent Receivables, outside collection agencies in accordance
with its customary practices, and (iii) each Manufacturing
Subsidiary with respect to those Receivables arising from the sale
of products manufactured by such Manufacturer Subsidiary. None of
the Originators or Manufacturing Subsidiaries shall be permitted to
further delegate to any other Person. If pursuant to the last
sentence of Section 8.1(a) the Agent shall designate as
Servicer any Person other than Jabil, all duties and
responsibilities theretofore delegated by Jabil to any Originator
or any Manufacturing Subsidiary may, at the discretion of the
Agent, be terminated forthwith on notice given by the Agent to
Jabil.
(d) Section 10.1 of the
RPA is hereby amended to delete clause (xv) thereof in its
entirety and replace it with the following:
(xv) the operations of any
Manufacturing Subsidiary or the enforcement of the Agent’s
and the Purchasers’ rights under any Estoppel Letter;
and
(e) Exhibit I of the RPA is
hereby further amended to delete the definition of “Eligible
Foreign Receivable” in its entirety and replace it with the
following:
“ Eligible Foreign
Receivable ” means a Foreign Receivable, the Outstanding
Balance of which, when added to the aggregate Outstanding Balance
of all other Foreign Receivables, does not exceed the Foreign
Receivables Percentage of the Outstanding Balance of all
Receivables at such time.
(f) Exhibit I of the RPA is
hereby further amended to delete clause (ii)(b) of the definition
of “Eligible Receivable” in its entirety.
(g) Exhibit I of the RPA is
hereby further amended to delete clause (xx) of the definition
of “Eligible Receivable” in its entirety and replace it
with the following:
(xx) which, if it arises from the
sale of any product manufactured outside of the United States or
from the sale of any product purchased by the related Originator
prior to sale to the related Obligor (other than (A) a product
manufactured by Jabil Mexico in Guadalajara, Mexico and purchased
from Jabil Luxembourg, (B) a product manufactured by Jabil
Chihuahua in Chihuahua, Mexico and purchased from Jabil Luxembourg,
(C) a product manufactured by Jabil Reynosa in Reynosa,
Mexico, (D) a product manufactured by Jabil Reynosa II in
Reynosa, Mexico and purchased from Jabil Luxembourg, (E) a
product manufactured by and purchased from Jabil Malaysia in its
plant located at Plot 56, Hilir Sungai Keluang 1, Bayan Lepas
Industrial Park, Phase 4,
2
11900 Penang, Malaysia and
(F) a product manufactured by or purchased from any other
Manufacturing Subsidiary in the jurisdiction approved by the Agent)
such Receivable has been approved in writing by the
Agent.
(h) Exhibit I of the RPA is
hereby further amended to delete the definitions of “Change
of Control”, “Estoppel Letters”, “Liquidity
Termination Date” and “Originator” contained
therein in their entirety and replace them with the
following:
“Change of
Control” means
(i) the acquisition by any Person, or two or more Persons
acting in concert, of beneficial ownership (within the meaning of
Rule 13d-3 of the Securities and Exchange Commission under the
Securities Exchange Act of 1934) of 20% or more of the outstanding
shares of voting stock of Jabil, (ii) Jabil shall cease to
own, free and clear of all Adverse Claims, directly or indirectly,
all of the outstanding partnership interests, membership interests,
voting stock or other ownership interests, as applicable, in any
Originator or Manufacturing Subsidiary or (iii) Jabil shall
cease to own directly, free and clear of all Adverse Claims, all of
the outstanding shares of voting stock of the Seller.
“ Estoppel Letters
” means each of (i) that certain estoppel letter
agreement dated as of February 25, 2004 executed by Jabil
Mexico and Jabil Chihuahua for the benefit of the Agent, on behalf
of the Purchasers, (ii) that certain estoppel letter agreement
dated as of February 25, 2004 executed by Jabil Reynosa for
the benefit of the Agent, on behalf of the
