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EXHIBIT 4.8
DECLARATION OF TRUST OF
SOLECTRON CAPITAL TRUST I
THIS DECLARATION OF TRUST, dated as of December 21, 1998, among Solectron
Corporation, a Delaware corporation, as Depositor (the "Depositor"), First Union
Trust Company, National Association, not in its individual capacity but solely
as trustee (the "Delaware Trustee",) and Xxxxx X. Xxxx and Xxxxxx X. Xxxx as
trustees (the "Regular Trustees" and collectively with the Delaware Trustee, the
"Trustees"). The Depositor and the Trustees hereby agree as follows:
1. The trust created hereby shall be known as Solectron Capital Trust I,
in which name the Trustees, or the Depositor to the extent provided herein, may
conduct the business of the Trust, make and execute contracts, and xxx and be
sued.
2. The Depositor hereby assigns, transfers, conveys and sets over to the
Trustees the sum of $10. The Trustees hereby acknowledge receipt of such amount
in trust from the Depositor, which amount shall constitute the initial trust
estate. The Trustees hereby declare that they will hold the trust estate in
trust for the Depositor. It is the intention of the parties hereto that the
Trust created hereby constitute a business trust under Chapter 38 of Title 12 of
the Delaware Code, 12 Del. C. Section 3801 et seq. (the "Business Trust Act"),
and that this document constitutes the governing instrument of the Trust. The
Trustees are hereby authorized and directed to execute and file a certificate of
trust with the Delaware Secretary of State in accordance with the provisions of
the Business Trust Act.
3. The Depositor and Trustees will enter into an Amended and Restated
Declaration of Trust, satisfactory to each such party and substantially in the
form to be included as an Exhibit to the 1933 Act Registration Statement
referred to below, to provide for the contemplated operation of the Trust
created hereby and the issuance by such Trust of the Preferred Securities and
Common Securities referred to therein. Prior to the execution and delivery of
such Amended and Restated Declaration of Trust, the Trustees shall not have any
duty or obligation hereunder or with respect to the trust estate, except as
otherwise required by applicable law or as may be necessary to obtain prior to
such execution and delivery any licenses, consents or approvals required by
applicable law or otherwise.
4. The Depositor and the Trustees hereby authorize and direct the
Depositor, as the sponsor of the Trust, (i) to file with the Securities and
Exchange Commission (the "Commission") and execute, in each case on behalf of
the Trust, (a) the Registration Statement on Form S-3 (the "1933 Act
Registration Statement"), including any pre-effective or post-effective
amendments to such 1933 Act Registration Statement, relating to the registration
under the Securities Act of 1933, as amended, of the Preferred Securities of the
Trust and certain other securities and to file and execute on behalf of the
Trust such applications, reports, consents and other papers and documents in
connection with such filing and (b) a Registration Statement on Form 8-A (the
"1934 Act Registration Statement") (including all pre-effective and
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post-effective amendments thereto) relating to the registration of the Preferred
Securities of the Trust under Section 12(b) of the Securities Exchange Act of
1934, as amended, if and when so required under the Securities Exchange Act of
1934, as amended (the "Exchange Act" or as required in connection with any
filing with the New York Stock Exchange (the "Exchange"); (ii) to file with the
New York Stock Exchange (the "Exchange") and execute on behalf of the Trust a
listing application and all other applications, statements, certificates,
agreements and other instruments as shall be necessary or desirable to cause the
Preferred Securities to be listed on the Exchange; (iii) to file and execute on
behalf of the Trust such applications, reports, surety bonds, irrevocable
consents, appointments of attorney for service of process and other papers and
documents as shall be necessary or desirable to register the Preferred
Securities under the securities or blue sky laws of such jurisdictions as the
Depositor, on behalf of the Trust, may deem necessary or desirable and (iv) to
execute on behalf of the Trust that certain Underwriting Agreement relating to
the Preferred Securities, among the Trust, the Depositor and the several
Underwriters named therein, substantially in the form to be included as an
Exhibit to the 1933 Act Registration Statement or incorporated by reference
therein. In the event that any filing referred to in clauses (i) through (iii)
above is required by the rules and regulations of the Commission, the Exchange
or any other national stock exchange or state securities or blue sky laws, to be
executed on behalf of the Trust by the Trustees, any Regular Trustee, in his
capacity as Trustee of the Trust, is hereby authorized and directed to join in
any such filing and to execute on behalf of the Trust any and all of the
foregoing, it being understood that First Union Trust Company, National
Association, in its capacity as Trustee of the Trust, shall not be required to
join in any such filing or execute on behalf of the Trust any such document
unless required by the rules and regulations of the Commission, the Exchange or
any other national stock exchange or state securities or blue sky laws. In
connection with all of the foregoing, the Depositor hereby constitutes and
appoints Xxxxx X. Xxxx and Xxxxxx X. Xxxx, and each of them, as its true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the Depositor or in the Depositor's name, place and stead,
in any and all capacities, to sign any and all amendments (including
post-effective amendments) to the 1933 Act Registration Statement and the 1934
Act Registration Statement, if any, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Commission,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as the Depositor
might or could do in person, thereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their respective substitute or
substitutes, shall do or cause to be done by virtue hereof.
5. This Declaration of Trust may be executed in one or more counterparts.
6. The number of Trustees initially shall be three (3) and thereafter the
number of Trustees shall be such number as shall be fixed from time to time by a
written instrument signed by the Depositor which may increase or decrease the
number of Trustees; provided, however, that to the extent required by the
Business Trust Act, one Trustee shall either be a natural person who is a
resident of the State of Delaware or, if not a natural person, an entity which
has its
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principal place of business in the State of Delaware and otherwise meets the
requirements of applicable Delaware law. Subject to the foregoing, the Depositor
is entitled to appoint or remove without cause any Trustee at any time. Any
Trustee may resign upon thirty days' prior written notice to the Depositor.
7. The Delaware Trustee shall be a Trustee hereunder for the sole and
limited purpose of fulfilling the requirements of Section 3807 of the Business
Trust Act.
8. This Declaration of Trust shall be governed by and construed in
accordance with, the laws of the State of Delaware (without regard to conflict
of laws principles).
IN WITNESS WHEREOF, the parties hereto have caused this Declaration of
Trust to be duly executed as of the day and year first above written.
SOLECTRON CORPORATION
as Depositor
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title:Senior Vice President, Chief Financial
Officer and Secretary
FIRST UNION TRUST COMPANY, NATIONAL
ASSOCIATION, not in its individual capacity but
solely as Delaware Trustee
By: /s/ Xxxxxxxx X. Xxxxxxx
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Name: Xxxxxxxx X. Xxxxxxx
Title: Vice President
By: /s/ Xxxxx X. Xxxx
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as Regular Trustee
Name: Xxxxx X. Xxxx
By: /s/ Xxxxxx X. Xxxx
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as Regular Trustee
Name: Xxxxxx X. Xxxx
