AMENDMENT NO. 4
to
RECEIVABLES PURCHASE AGREEMENT
Dated as of November 11, 2005
THIS
AMENDMENT NO. 4 (this “ Amendment ”) is entered
into as of November 11, 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 ”).
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 “ 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.
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 2 below, the Purchase Agreement is
hereby amended as follows:
(a) The
definition of “Purchase Limit” in Exhibit I
to the Purchase Agreement is restated in its entirety as
follows:
“ Purchase Limit ” means
$250,000,000.
(b) The
Commitment amount of JPMorgan Chase Bank, N.A. (successor by merger
to Bank One, NA (Main Office Chicago) set forth on
Schedule A to the Purchase Agreement is hereby amended
to delete the amount “$175,000,000” and replace it with
the amount “$250,000,000”.
Section 2. Conditions Precedent . This Amendment
shall become effective and be deemed effective, as of the date
first above written, upon the latest to occur of (i) the date
hereof and (ii) receipt by the Agent of one copy of this
Amendment duly executed by each of the parties hereto.
Section 3. Covenants, Representations and Warranties
of the Seller and the Servicer .
(a) Upon
the effectiveness of this Amendment, each of the Seller and the
Servicer hereby reaffirms all covenants, representations and
warran
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