JABIL CIRCUIT INC
AMENDMENT TO RECEIVABLES SALES AGREEMENT
<DOCUMENT>
<TYPE>EX-10.17
<SEQUENCE>3
<FILENAME>g73665ex10-17.txt
<DESCRIPTION>AMENDMENT TO RECEIVABLES SALES AGREEMENT
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.17

                                 EXECUTION COPY

                                 AMENDMENT NO. 1

                          Dated as of November 16, 2001

                                       to

                           RECEIVABLES SALE AGREEMENT

                           Dated as of August 10, 2000


                  THIS AMENDMENT NO. 1 dated as of November 16, 2001
("Amendment") is entered into by and among Jabil Circuit Financial, Inc., a
Delaware corporation (the "Buyer"), Jabil Circuit, Inc., a Delaware corporation
("Jabil") and Jabil Circuit of Texas, LP ("Jabil Texas", together with Jabil,
each individually, an "Originator" and collectively, the "Originators").
Capitalized terms used herein and not otherwise defined herein shall have the
meanings ascribed to them in the RSA, as defined below.

                             PRELIMINARY STATEMENTS

         A.       The Buyer and the Originators are parties to that certain
Receivables Sale Agreement dated as of August 10, 2000 (as the same may be
further amended, restated, supplemented or otherwise modified from time to time,
the "RSA").

         B.       The parties hereto have agreed to amend the RSA on the terms
and 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 Buyer and the Originators agree as follows:

         SECTION 1. Amendments to the RSA. Effective as of the date hereof,
subject to the satisfaction of the conditions precedent set forth in Section 2
below, the RSA is hereby amended as follows:

         1.1      Sections 2.1(i), 2.1(j) and 4.2(d) are each hereby amended to
delete the parenthetical "(other than the CISCO Receivables)" contained therein.

         1.2      Section 4.1(b) of the RSA is hereby amended to delete clause
(vi) thereof in its entirety and replace it with the following:

                           "(vi) Jabil Mexico and Jabil Chihuahua. As soon as
         such Originator becomes aware thereof, notice of any action taken by
         Jabil Mexico, Jabil Chihuahua or any other Person to assert any claim
         against any property of Jabil, Jabil Mexico or Jabil Chihuahua in
         Mexico."



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<PAGE>

         1.3      Section 4.1(g) of the RSA is hereby amended to delete the
phrase "and with respect to the CISCO Receivables, other than the Adverse Claim
in favor of CISCO Systems, Inc.," contained therein.

         1.4      Section 7.1 of the RSA is hereby amended to delete clause
(xiii) thereof in its entirety and replace it with the following:

                  "(xiii) the operations of Jabil Mexico or Jabil Chihuahua and
         the enforcement of the Agent's and the Purchaser's rights under either
         Estoppel Letter; and"

         1.5      Exhibit I of the RSA is hereby amended to delete the
definition of "CISCO Receivables" contained therein in its entirety.

         1.6      Exhibit I of the RSA is hereby further amended to add the
following definition after the definition of "Jabil" contained therein:

                  " `Jabil Chihuahua' means Jabil Circuit de Chihuahua, S.A. de
         C.V., a corporation organized under the laws of Mexico as a Sociedad
         Anonima de Capital Variable."

         1.7      Exhibit I of the RSA is hereby further amended to delete the
term "Estoppel Letter" appearing in the definition of "Transaction Documents"
contained therein and replace it with the term "Estoppel Letters".

         1.8      Exhibit II of the RSA is hereby amended by to add the
following information under the Guadalajara, Mexico information:

                  CHIHUAHUA, MEXICO
                  c/o Jabil Circuit de Chihuahua SA de CV
                  Alejundro Dumas #11341
                  Complejo Industrial Chihuahua
                  Chihuahua, Chihuahua, Mexico CP31109

         1.9      Exhibit III of the RSA is hereby amended to add the following
Collection Account information:

<TABLE>
<CAPTION>
                  Collection Bank        Lockbox Address                    Related Collection Account
                  <S>                    <C>                       <C>
                  Bank One, NA           P.O. Box 22825                     10-93863 Jabil Circuit Financial,
                                         Chicago, IL  60673-1228            Inc. (Texas)

                  Bank One, NA           P.O. Box 730802                    11-00221 Jabil Circuit Financial,
                                         Chicago, IL  60673-3303            Inc. (Chihuahua)

                  Bank One, NA           P.O. Box 22275                     10-63544 Jabil Circuit Financial,
                                         Chicago, IL  60673-3303            Inc. (Florida)
</TABLE>


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<PAGE>

         SECTION 2. Conditions Precedent. This Amendment shall become effective
as of the date first above written, upon receipt by the Buyer of four (4) copies
of this Amendment duly executed by each of the Buyer, Jabil and Jabil Texas and
consented to by the Agent.

         SECTION 3. Covenants, Representations and Warranties of the
Originators.

         3.1      Upon the effectiveness of this Amendment, each of the
Originators hereby reaffirms all covenants, representations and warranties made
by it, to the extent the same are not amended hereby, in the RSA, as amended,
and agrees that all such covenants, representations and warranties shall be
deemed to have been re-made as of the effective date of this Amendment.

         3.2      Each of the Originators hereby represents and warrants, (i)
that this Amendment constitutes the legal, valid and binding obligation of such
Person enforceable against such Person in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors' rights
generally and general principles of equity which may limit the availability of
equitable remedies and (ii) upon the effectiveness of this Amendment, no
Termination Event or Potential Termination Event has occurred or is continuing.

         SECTION 4.  Reference to the Effect on the RSA.

         4.1      Upon the effectiveness of this Amendment, each reference in
the RSA to "this Agreement," "hereunder," "hereof," "herein," "hereby" or words
of like import shall mean and be a reference to the RSA as amended hereby, and
each reference to the RSA in any other document, instrument or agreement
executed and/or delivered in connection with the RSA shall mean and be a
reference to the RSA as amended hereby.

         4.2      Except as specifically amended hereby, the RSA and the other
documents, instruments and agreements executed and/or delivered in connection
therewith shall remain in full force and effect and are hereby ratified and
confirmed.

         4.3      The execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any right, power or remedy of the Buyer under
the RSA or any of the other Transaction Documents, nor constitute a waiver of
any provision contained therein, except as specifically set forth herein.

         SECTION 5.  Headings.  Section headings in the Amendment are included
herein for convenience of reference only and shall not constitute part of this
Amendment for any other purpose.

         SECTION 6.  GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF
THE STATE OF NEW YORK.

         SECTION 7.  Counterparts.  This Amendment may be executed by one or
more of the parties to this Amendment on any number of separate counterparts and
all of said counterparts taken together shall be deemed to constitute one and
the same instrument.


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<PAGE>

         SECTION 8.  Fees and Expenses. Each Originator hereby confirms its
agreement to pay on demand all reasonable costs and expenses in connection with
the preparation, execution and delivery of this Amendment and any of the other
instruments, documents and agreements to be executed and/or delivered in
connection herewith, including, without limitation, the reasonable fees and
out-of-pocket expenses of counsel to the Buyer.


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<PAGE>
         IN WITNESS WHEREOF, this Amendment has been duly executed as of the day
and year first above written.

                                   JABIL CIRCUIT FINANCIAL, INC.


                                   By:
                                      ---------------------------------
                                   Name:
                                   Title:


                                   JABIL CIRCUIT, INC.


                                   By:
                                      ---------------------------------
                                   Name:
                                   Title:




                                   JABIL CIRCUIT OF TEXAS, LP

                                        By:  Jabil Texas Holdings, LLC,
                                        its sole General Partner

                                           By:  Jabil Circuit, Inc.
                                           its sole Manager and Member



                                   By:
                                      ---------------------------------
                                   Name:
                                   Title:


                       Signature Page to Amendment No. 1


                                       5
<PAGE>
CONSENTED TO:



BANK ONE, NA  (Main Office Chicago),
as a Financial Institution and as Agent


By:
   ---------------------------------
Name:
     -------------------------------
Title:  Authorized Signatory


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</DOCUMENT>
