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This excerpt taken from the SANM 8-K filed Feb 17, 2006. Notes”). The Notes have been issued pursuant to
an Indenture, dated as of February 15, 2006 (the “ This excerpt taken from the SANM 10-K filed Dec 29, 2005. Notes,” which term includes any notes
exchanged for such Notes in an exchange offer) which are guaranteed by the
Notes Guarantors;
WHEREAS, the Indenture provides that under certain circumstances the Company shall cause each Domestic Restricted Subsidiary that is not a Notes Guarantor and each Person that becomes a Domestic Restricted Subsidiary following the Issue Date to become a Notes Guarantor by, among other things, executing and delivering to the Trustee a supplemental indenture pursuant to which such Domestic Restricted Subsidiary shall become a Notes Guarantor, all as more fully set forth in Section 1306 of the Indenture;
WHEREAS, the Guaranteeing Subsidiary is a Domestic Restricted Subsidiary that is not a Notes Guarantor and, therefore, is required under Section 1306 of the Indenture to become a Notes Guarantor by, among other things, executing this Supplemental Indenture;
WHEREAS, Section 901 of the Indenture provides that the Company, the Guaranteeing Subsidiary and the Trustee may enter into this Supplemental Indenture without the consent of any Holder of a Note in order to add Notes Guarantors;
WHEREAS, the Company and the Guaranteeing Subsidiary have requested that the Trustee enter into this Supplemental Indenture in order for the Guaranteeing Subsidiary to become a Notes Guarantor; and
WHEREAS, in connection with the foregoing, the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, both dated the date hereof, as required by the Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company, the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Indenture.
2. NOTES GUARANTEE. The Guaranteeing Subsidiary hereby agrees as of the date hereof to become a Notes Guarantor under the Indenture, with the rights, obligations and duties of a Notes Guarantor thereunder as if the Guaranteeing Subsidiary were a Notes Guarantor and had executed the Indenture as a Notes Guarantor.3. EXECUTION AND DELIVERY OF NOTES GUARANTEE AND SECURITY DOCUMENTS. The Guaranteeing Subsidiary hereby agrees to execute the applicable Security Documents and a Notes Guarantee, in the form attached to the Indenture, to evidence the Notes Guarantee of the Guaranteeing Subsidiary and to provide collateral to secure the obligations pursuant to the terms of the Indenture and the Notes.4. EFFECT OF HEADINGS AND TABLE OF CONTENTS. The headings herein are for convenience only and shall not affect the construction hereof.5. SEPARABILITY CLAUSE. In case any provision in this Supplemental Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.6. GOVERNING LAW.This excerpt taken from the SANM 8-K filed Dec 22, 2005. 3% Notes” means the 3.0% Convertible
Subordinated Notes due 2007 issued by SCI Systems, Inc.
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