Revolving Credit Facility Agreement

EXHIBIT 10.1


DATED THE 13TH DAY OF JUNE 1996
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FLEXTRONICS INTERNATIONAL USA. INC.
FLEXTRONICS SINGAPORE PTE LTD
as Borrowers


THE FIRST NATIONAL BANK OF BOSTON, SINGAPORE BRANCH
as Tranche A Lender


THE BANKS AND FINANCIAL INSTITUTIONS LISTED IN SCHEDULE 1
as Tranche B Lenders


THE FIRST NATIONAL BANK OF BOSTON, SINGAPORE BRANCH
as Facility Agent


and


THE FIRST NATIONAL BANK OF BOSTON, SINGAPORE BRANCH
as Security Agent


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REVOLVING CREDIT FACILITY
AGREEMENT
====================================================


DREW & NAPIER
Advocates & Solicitors
20 Raffles Place #17-00
Ocean Towers
Singapore 048620


TABLE OF CONTENTS
================= CLAUSE HEADING PAGE - ------ ------- ----


1. INTERPRETATION .................................................1 2. THE FACILITIES..................................................6 3. CONDITIONS PRECEDENT............................................7 4. DRAWDOWN........................................................7 5. REPAYMENT.......................................................8 6. PREPAYMENT......................................................9 7. CANCELLATION....................................................9 8. INTEREST........................................................9 9. FEES...........................................................10 10. TAXES..........................................................10 11. CHANGE IN CIRCUMSTANCES........................................12 12. PAYMENTS.......................................................14 13. REPRESENTATIONS AND WARRANTIES.................................16 14. INFORMATION....................................................19 15. UNDERTAKINGS...................................................20 16. DEFAULT........................................................23 17. DEFAULT INTEREST...............................................25 18. INDEMNITIES....................................................26 19. THE FACILITY AGENT AND THE SECURITY AGENT......................27 20. SET-OFF AND PRO RATA SHARING...................................30 21. EXPENSES AND STAMP DUTY........................................31 22. CALCULATIONS AND EVIDENCE......................................32 23. ASSIGNMENT.....................................................32 24. REMEDIES, WAIVERS, AMENDMENTS AND CONSENTS.....................34 25. COMMUNICATIONS.................................................34 26. PARTIAL INVALIDITY.............................................35 27. NATURE OF RIGHTS AND OBLIGATIONS...............................35 28. COUNTERPARTS...................................................35 29. GOVERNING LAW AND JURISDICTION.................................35 30. ARBITRATION....................................................36


SCHEDULE - --------


1 TRANCHE B LENDERS..............................................37 2 FINANCIAL DEFINITIONS..........................................38 3 PART 1 - CONDITIONS PRECEDENT .................................41
PART 2 - CERTIFICATE (to be given by FIUI).....................42
PART 3 - CERTIFICATE (to be given by FSPL).....................45
PART 4 - CERTIFICATE (to be given by FIL)......................48
PART 5 - CERTIFICATE (to be given by FIM)......................51
PART 6 - CERTIFICATE (to be given by FMSB).....................54 4 NOTICE REQUESTING ADVANCE......................................57 5 EXISTING SECURITY..............................................58 6 BORROWING BASE REPORT..........................................62 7 LITIGATION CURRENT OR PENDING..................................65 8 LIST OF CURRENT GUARANTEES.....................................65


THIS AGREEMENT is made on 13 June 1996 BETWEEN:-


(1) FLEXTRONICS INTERNATIONAL USA, INC. ("FIUI"), a company incorporated in
the State of California, the United States of America with its chief
executive office at 2241 Lundy Avenue San Jose, CA 95131 and FLEXTRONICS
SINGAPORE PTE LTD ("FSPL"), a company incorporated in Singapore with its
registered offices at 36 Robinson Road #18-01 City House, Singapore
068877 (collectively the "Borrowers" and individually a "Borrower");


(2) THE FIRST NATIONAL BANK OF BOSTON, SINGAPORE BRANCH (the "Tranche A
Lender");


(3) THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 (the "Tranche
B Lenders");


(4) THE FIRST NATIONAL BANK OF BOSTON, SINGAPORE BRANCH in its capacity as
facility agent for the Lenders (as defined below) (in such capacity, the
"Facility Agent" which expression shall include any of its successors in
such capacity); and


(5) THE FIRST NATIONAL BANK OF BOSTON, SINGAPORE BRANCH in its capacity as
security agent for the Lenders and the Facility Lender (as defined below)
(in such capacity, the "Security Agent" which expression shall include
any of its successors in such capacity).


WHEREAS at the request of the Borrowers, the Tranche A Lender is willing to make available to FIUI a revolving credit facility of up to US$18,000,000 and the Tranche B Lenders are willing to make available to FSPL a revolving credit facility of up to US$27,000,000, upon the terms and subject to the conditions of this Agreement and the other Transaction Documents (as defined below).


IT IS AGREED as follows:-


1. INTERPRETATION


(A) Definitions: In this Agreement, unless the context otherwise requires:-


"Advances" means the Tranche A Advances and the Tranche B Advances and
"Advance" means any of them;


"Available Commitment" means, in relation to the Tranche A Lender, its
Tranche A Commitment less its Tranche A Outstandings and in relation to a
Tranche B Lender, its Tranche B Commitment less its Tranche B
Outstandings;


"Available Facilities" means the Available Tranche A Facility and the
Available Tranche B Facility;


"Available Tranche A Facility" means the Tranche A Commitment less the
Tranche A Outstandings;


"Available Tranche B Commitment" means, in relation to a Tranche B
Lender, its Tranche B Commitment less its Tranche B Outstandings;


"Available Tranche B Facility" means the total amount of the Available
Tranche B Commitments;


"Borrowing Base Report" means in relation to each Borrower, the monthly
borrowing base report to be delivered by that Borrower to the Facility
Agent and in the form set out in Schedule 6;


"Business Day" means a day (other than Saturday or Sunday) on which (i)
US Dollar deposits may be dealt in on the Singapore inter-bank market and
(ii) commercial banks are open for business in


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Singapore and, if on that day a transfer of funds is to be made under
this Agreement, New York City also;


"Charges" means the charges over or security agreements covering
receivables executed or to be executed (as the case may be) by each of
the Borrowers, FIM and FMSB and such other Subsidiaries of FIL as may
from time to time be agreed between the parties in favour of the Security
Agent for the benefit of the Lenders and the Facility Lender in respect
of the Borrowers' obligations under this Agreement and the Facility
Letter, in the form agreed between the Security Agent and the Borrowers;


"Commitment" means in relation to the Tranche A Lender, its Tranche A
Commitment and in relation to a Tranche B Lender, its Tranche B
Commitment;


"Commitment Termination Date" means the date falling 23 months after the
date of this Agreement;


"Event of Default" means one of the events mentioned in Clause 16(A);


"Facility Agent's Account" means the Facility Agent's account (Number:
009-07029) with the First National Bank of Boston, New York, or such
other account and/or with such other bank as the Facility Agent shall
have specified to the person by whom the relevant payment is to be made;


"Facility Lender" means the lender under the Facility Letter, which is
currently contemplated to be The First National Bank of Boston, Singapore
Branch;


"Facility Letter" means the US$3,000,000 revolving credit facility letter
dated 4 June 1996 between the Facility Lender and FSPL;


"FIL" means Flextronics International Limited, a company incorporated in
Singapore with its registered office at 36 Robinson Road #18-01 City
House, Singapore 068877;


"FIM" means Flex International Marketing (L) Ltd, a company incorporated
in Malaysia with its registered office at Level 9, Wisma Oceanic Jalan
OKK Awang Besar 87007 Federal Territory of Labuan, Malaysia;


"Final Maturity Date" means the date falling 24 months after the date of
this Agreement;


"FMSB" means Flextronics (M) Sdn Bhd, a company incorporated in Malaysia
with its registered office at No. 2 Benteng 50050 Kuala Lumpur, Malaysia;


"Group" means, at any particular time, FIL and all its Subsidiaries (and
"member of the Group" shall be construed accordingly);


"Guarantees" means the guarantees executed or to be executed (as the case
may be) by each of the Guarantors in favour of the Security Agent for the
benefit of the Lenders and the Facility Lender in respect of the
Borrowers' obligations under this Agreement and the Facility Letter, in
the form agreed between the Security Agent and the Borrowers;


"Guarantors" means FSPL, FIL, FIM and FMSB and "Guarantor" means any of
them;


"Information Memorandum" means the document dated February 1996
containing certain information regarding (among other things) the
Borrowers and the Group and which, at the request


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and on behalf of the Borrowers, has been prepared in connection with the
transactions contemplated in this Agreement and distributed by the
Facility Agent to the Lenders;


"Interest Payment Date" means the last day of an Interest Period;


"Interest Period" means a period by reference to which interest is
calculated and payable on an overdue sum;


"Lenders" means the Tranche A Lender and the Tranche B Lenders and
"Lender" means any of them;


"Lending Office" means, in relation to a Lender at any particular time,
the office through which it is acting for the purpose of this Agreement;


"Leverage" means the ratio of the Consolidated Total Liabilities to
Consolidated Tangible Net Worth (both as defined in Schedule 2);


"Majority Lenders" means Lenders whose Outstandings together exceed 66.67
per cent. Of the total Outstandings (or, if there are no Outstandings,
Lenders whose Available Commitment together exceed 66.67 per cent of the
total amount of the Available Commitments of all the Lenders);


"Margin" means 1.375 per cent. If the Leverage is two times or less and
1.5 per cent. If the Leverage is more than two times;


"Obligors" means the Borrowers, the Guarantors and the Chargors, and
"Obligor" means any of them;


"Outstandings" means, in relation to a Lender at any particular time, the
aggregate principal amount of its share of all (if any) Advances
outstanding at that time;


"Put Option Date" means the date falling 12 months after the date of
this Agreement;


"Reference Banks" means the principal Singapore office of The First
National Bank of Boston, Singapore Branch, Citibank, N.A., Singapore
Branch and ABN AMRO Bank, N.V., Singapore Branch;


"Repayment Date" means, in relation to an Advance, the last day of its
Term;


"Security Documents" means the Charges and Guarantees and any and every
other document from time to time executed to guarantee, secure or
otherwise assume the obligations of the Borrowers under this Agreement
and the Facility Letter (and any reference to a Security Document shall
be a reference to that Security Document as from time to time amended,
modified or supplemented and any document which amends, modifies or
supplements that Security Document);


"Relevant Obligors" means (i) in relation to any warranty,
representation, undertaking or covenant made by FIUI hereunder, itself,
FIL, FIM and FMSB, and (ii) in relation to any warranty, representation,
undertaking or covenant made by FSPL hereunder, itself, FIL, FIM and
FMSB;


"Security Sharing Agreement" means the security sharing agreement made or
to be made between the Facility Lender, the Borrowers, the Facility
Agent, the Security Agent and the Lenders;


"Subsidiary" means a subsidiary as defined in Section 5 of the Companies
Act, Chapter 50 of Singapore;


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"Term" means, in relation to an Advance, the period for which it is to be
or, as the case may be, has been made;


"Tranche A Advance" means an advance made or to be made by the Tranche A
Lender to FIUI under this Agreement or, as the case may be, the
outstanding principal amount of any such Advance;


"Tranche A Commitment" means, in relation to the Tranche A Lender and
subject as provided in this Agreement, the amount set opposite its name
at the end of this Agreement;


"Tranche A Facility" means the revolving credit facility granted by the
Tranche A Lender to FIUI under Clause 2(A);


"Tranche A Outstandings" means, in relation to the Tranche A Lender at
any particular time, the aggregate principal amount of all (if any)
Tranche A Advances outstanding at that time;


"Tranche B Advance" means an advance made or to be made by the Tranche B
Lenders to FSPL under this Agreement or, as the case may be, the
outstanding principal amount of any such Advance;


"Tranche B Commitment" means, in relation to a Tranche B Lender and
subject as provided in this Agreement, the amount set opposite its name
in Schedule 1;


"Tranche B Facility" means the revolving credit facility granted by the
Tranche B Lenders to FSPL under Clause 2(B);


"Tranche B Outstandings" means, in relation to a Tranche B Lender at any
particular time, the aggregate principal amount of its share of all (if
any) Tranche B Advances outstanding at that time;


"Transaction Documents" means this Agreement, the Facility Letter, the
Security Sharing Agreement, the Guarantees and the Charges and
"Transaction Document" means any of them; and


"US Dollars" and the symbol "US$" mean the lawful currency or the United
States of America.


(B) Construction of Certain References: Except to the extent that the context requires otherwise, any reference in this Agreement to:-


an "agency" of a state includes any agency, authority, central bank,
department, government, legislature, minister, ministry, official, or
public or statutory person (whether autonomous or not) of, or of the
government of, that state or any political sub-division in or of that
state;


this "Agreement", any other "Transaction Document" or any other agreement
or document includes this Agreement, such other Transaction Document,
such other agreement or document as from time to time amended, modified
or supplemented;


the "assets" of any person mean all or any part of its business,
undertaking, property, assets, revenues (including any right to receive
revenues) and uncalled capital;


"borrowed money" includes any indebtedness (i) for or in respect of money
borrowed or raised (whether or not for cash), by whatever means
(including acceptances, deposits, discounting, factoring, finance leases,
hire purchase, sale-and-lease back, sale-and-repurchase and any form of


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"off-balance sheet" financing) or (ii) for the deferred purchase price of
assets or services (other than goods or services obtained on normal
commercial terms in the ordinary course of trading);


"consent" also includes an approval, authorisation, exemption, filing,
licence, order, permission, recording or registration (and references to
obtaining consents shall be construed accordingly);


a "day, month or year" shall be construed by reference to the Gregorian
calendar;


a "directive" includes any present or future directive, regulation,
request, requirement, rule or credit restraint programme of any agency of
any state or of any self-regulating organisation (but, if not having the
force of law, only if compliance with the directive is in accordance with
the general practice of persons to whom the directive is intended to
apply);


"disposal" includes any sale, assignment, exchange, transfer, concession,
loan, lease, surrender of lease, licence, reservation, waiver,
compromise, release of security, dealing with or the granting of any
option or right or interest whatsoever or any agreement for any of the
same and "dispose" means to make a disposal, and "acquisition" and
"acquire" shall be construed mutatis mutandis;


a "guarantee" also includes an indemnity, and any other obligation
(whatever called) of any person to pay, purchase, provide funds (whether
by the advance of money, the purchase of or subscription for shares or
other securities, the purchase of assets or services, or otherwise) for
the payment of, indemnify against the consequences of default in the
payment of, or otherwise be responsible for, any indebtedness of any
other person (and "guaranteed" and "guarantor" shall be construed
accordingly);


"indebtedness" includes any obligation (whether present or future, actual
or contingent, secured or unsecured, as principal, surety or otherwise)
for the payment or repayment of money;


a "law" includes common or customary law and any constitution, decree,
judgment, legislation, order, ordinance, regulation, statute, treaty or
other legislative measure, in each case of any jurisdiction whatsoever
(and "lawful" and "unlawful" shall be construed accordingly);


something having a "material adverse effect" on a person is to it having
a material adverse effect (i) on its financial condition, business or
operations or on the consolidated financial condition, business or
operations of it and its Subsidiaries or (ii) on its ability to perform
and comply with its obligations under any Transaction Document to which
it is a party;


an "obligation" of any person under this Agreement or any other
Transaction Document or any other agreement or document shall be
construed as a reference to an obligation expressed to be assumed by or
imposed on it under this Agreement, any other Transaction Document or as
the case may be, that other agreement or document (and "due", "owing",
"payable" and "receivable" shall be similarly construed);


a "person" includes any individual, company, corporation, firm,
partnership, joint venture, association, organisation, trust, state or
agency of a state (in each case, whether or not having separate legal
personality);


"security" includes any mortgage, pledge, lien, hypothecation, security
interest or other charge or encumbrance and any other agreement or
arrangement having substantially the same economic effect (including any
"hold back" or "flawed asset" arrangement) (and "secured" shall be
construed accordingly);


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"tax(es)" includes any present or future tax, levy, impost, duty, charge,
fee, deduction or withholding of any nature and whatever called, by
whomsoever, on whomsoever and wherever imposed, levied, collected,
withheld or assessed;


"tax on overall net income" of a person shall be construed as a reference
to tax (other than tax deducted or withheld from any payment) imposed on
that person by the jurisdiction on which its principal office (and/or, in
the case of a Lender, its Lending Office) is located on (i) the net
income profits or gains of that person worldwide or (ii) such of its net
income, profits or gains as arise in or relate to that jurisdiction;


a "time of the day" is to Singapore time unless otherwise stated; and


the "winding-up" of a person also includes the amalgamation,
reconstruction, reorganisation, administration, judicial management,
dissolution, liquidation, merger or consolidation of that person, and any
equivalent or analogous procedure under the law of any jurisdiction in
which that person is incorporated, domiciled or resident or carries on
business or has assets.


(C) Miscellaneous Construction: The headings in this Agreement are inserted for convenience only and shall be ignored in construing this Agreement. Unless the context requires otherwise, words denoting the singular number only shall include the plural and vice versa. References to "Clauses" and "Schedules" are to be construed as references to clauses of and schedules to this Agreement.


2. THE FACILITIES


(A) Tranche A Facility: The Tranche A Lender grants to FIUI on the terms and conditions of this Agreement, a revolving credit facility of up to US$18,000,000.


(B) Tranche B Facility: The Tranche B Lenders grant to FSPL on the terms and conditions of this Agreement, a revolving credit facility of up to US$27,000,000.


(C) Participation: Each Tranche B Lender will participate through its Lending Office in each Tranche B Advance in the proportion borne by its Available Tranche B Commitment to the Available Tranche B Facility when the Facility Agent receives a notice requesting that Tranche B Advance (unless, between then and the time for making that Tranche B Advance its Available Tranche B Commitment is reduced to zero, in which case the amount of that Tranche B Advance will be reduced accordingly).


(D) Calculation of Available Commitment/Facility: For the purpose of calculating the amount of the Available Tranche A Facility or the Available Tranche B Facility and each Tranche B Lender's Available Tranche B Commitment in connection with a proposed Advance (whether for the purpose of Clause 2(C) or Clause 4(A)(i)):-


(i) any Tranche A Advances or Tranche B Advances (as the case may be)
with Repayment Dates on or before the proposed date of that Advance shall
be deemed to have been repaid; and


(ii) if any other requests are outstanding for Tranche A Advances or
Tranche B Advances (as the case may be) to be made on or before the
proposed date of that Advance, all Tranche A Advances or Tranche B
Advances (as the case may be) to which those requests relate shall be
deemed to be outstanding.


(E) Purpose: Each Borrower shall use the entire proceeds of each Advance to finance its general corporate requirements including the financing of equipment purchases and other acquisitions and the


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repayment of all its existing bank borrowings excluding any outstanding leases, but neither the Facility Agent, the Security Agent nor any Lender need check that it does so.


3. CONDITIONS PRECEDENT


Neither Borrower may make its first request for an Advance until the Facility Agent has confirmed to the Borrowers and the Lenders in writing via fax or telex that the Facility Agent has received documents appearing to the Facility Agent to comply with the requirements of Schedule 3 and to be satisfactory.


4. DRAWDOWN


(A) Advances: Subject to sub-Clause (B) below, Tranche A Advances will be made by the Tranche A Lender to FIUI and Tranche B Advances will be made by the Tranche B Lenders to FSPL at their respective request if the following additional conditions are fulfilled:-


(i) not later than 11 a.m. on the fifth Business Day before the proposed
date of the relevant Advance (or, as the case may be, such later time as
may be acceptable to the Facility Agent and the Tranche A Lender (in the
case of a Tranche A Advance) and to the Facility Agent and the Tranche B
Lenders (in the case of a Tranche B Advance)), the Facility Agent has
received from the relevant Borrower a notice in the form set out in
Schedule 4 specifying:


(a) the proposed date of that Advance in which must be a Business
Day on or before the Commitment Termination Date);


(b) the amount of that Advance which must be equal to or less than
the Available Tranche A Facility (in the case of a Tranche A
Advance) or the Available Tranche B Facility (in the case of a
Tranche B Advance), and if less, must be at least US$1,000,000 or a
whole multiple of that amount and when added to the total
Outstandings of all Lenders, will not cause the total Outstandings
of all Lenders to exceed 75 per cent. of the Value of the E ...