THIS LOAN AGREEMENT, dated as of May 30, 1996 (as amended or modified from time to time, this
"Agreement"), is by and among JABIL CIRCUIT, INC., a Delaware corporation (the "Company"), each of the
Subsidiaries of the Company designated in Section 1.1 as a Borrowing Subsidiary (individually, a "Borrowing
Subsidiary" and collectively, the "Borrowing Subsidiaries") (the Company and the Borrowing Subsidiaries may
each be referred to as a "Borrower" and, collectively, as the "Borrowers"), and the Banks set forth on the
signature pages hereof (collectively, the "Banks" and individually, a "Bank") and NBD BANK, a Michigan
banking corporation, as agent for the Banks (in such capacity, the "Agent").
The Borrowers desire to obtain a revolving credit facility, including letters of credit and bank guarantees, in the
aggregate principal amount of $60,000,000 (or the equivalent thereof in any other Permitted Currency), in order
to refinance certain existing indebtedness and provide funds for their general corporate purposes, and the Banks
are willing to establish such a credit facility in favor of the Borrowers on the terms and conditions herein set forth.
In consideration of the premises and of the mutual agreements herein contained, the parties hereto agree as
1.1 Certain Definitions. As used herein the following terms shall have the following respective meanings:
"Advance" shall mean any Loan and any Letter of Credit Advance.
"Affiliate" when used with respect to any person shall mean any other person which, directly or indirectly, controls
or is controlled by or is under common control with such person. For purposes of this definition
"control" (including the correlative meanings of the terms "controlled by" and "under common control with"), with
respect to any person, shall mean possession, directly or indirectly, of the power to direct or cause the direction
of the management and policies of such person, whether through the ownership of voting sec