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                                                                   Exhibit 4.5.2



                          SCI SYSTEMS, INC., as Company

                        SANMINA CORPORATION, as Guarantor

                   3% Convertible Subordinated Notes Due 2007



                          SUPPLEMENTAL INDENTURE NO. 2
            TO THE SUBORDINATED INDENTURE DATED AS OF MARCH 15, 2000


                      Dated as of December 6, 2001



                  BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION

                                     TRUSTEE
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                                SCI SYSTEMS, INC.
                   3% CONVERTIBLE SUBORDINATED NOTES DUE 2007


                          SUPPLEMENTAL INDENTURE NO. 2


      SUPPLEMENTAL INDENTURE No. 2 (this "Second Supplemental Indenture"), dated
as of December 6, 2001, between SCI Systems, Inc., a corporation duly organized
and existing under the laws of the State of Delaware (the "Company"), Sanmina
Corporation, a corporation duly organized and existing under the laws of the
State of Delaware (the "Guarantor") and Bank One Trust Company, National
Association, a national banking association duly organized and existing under
the laws of the United States of America as Trustee (the "Trustee").

                                    RECITALS

      WHEREAS, the Company and the Trustee have heretofore executed a
Subordinated Indenture (the "Base Indenture") and a Supplemental Indenture No. 1
(the "First Supplemental Indenture"), each dated as of March 15, 2000, providing
for the issuance from time to time of the Company's Securities to be issued in
one or more series as provided in the Base Indenture. The Base Indenture as
supplemented by the First Supplemental Indenture and this Second Supplemental
Indenture is referred to herein as the "Indenture";

      WHEREAS, the Company issued its 3% Convertible Subordinated Notes Due 2007
(the "Notes") under the First Supplemental Indenture all which are currently
outstanding.;

      WHEREAS, the Company has entered into the Amended and Restated Agreement
and Plan of Reorganization dated as of July 13, 2001 (the "Merger Agreement") by
and among Guarantor, Sun Acquisition Subsidiary, Inc., a Delaware corporation
and a wholly owned subsidiary of Guarantor ("Sun Acquisition"), and the Company,
pursuant to which the Company and Sun Acquisition will merge with the Company
being the surviving corporation, and each share of the Company's common stock,
$0.10 par value per share immediately prior to the effective time ("Effective
Time" of the merge will be exchanged for 1.36 shares of Guarantor's common
stock, $0.01 par value per share (the "Merger");

      WHEREAS, Section 5.13 of the First Supplemental Indenture requires the
Company to enter into a supplemental indenture as a condition precedent to the
Merger to provide that the Notes will be convertible into shares of Guarantor
common stock. Guarantor is also required to execute this Second Supplemental
Indenture to agree to be bound by the provisions relating to the conversion of
the Notes into Guarantor common stock;

      WHEREAS, the Guarantor is willing to guarantee, on a subordinated basis as
set forth more fully herein, the payment of the principal of, premium, if any,
and interest on the Notes in order to preserve the exemption available under
Section 3(a)(9) of the Securities Act for the conversion of Notes into Guarantor
common stock;
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      WHEREAS, Section 9.01 of the Base Indenture and Section 5.3 of the First
Supplemental Indenture authorizes the Company and Guarantor, with the consent of
the Trustee, when authorized by a Board Resolution of the Company and a board
resolution of the Guarantor (a copy of each of which has been attached as
exhibits to an Officers' Certificate delivered to the Trustee of even date
herewith), to amend the Indenture to comply with Section 5.13 of the First
Supplemental Indenture and to make other provisions with respect to matters
arising under the Indenture that do not adversely affect the rights of the
holders of Notes;

      WHEREAS, the Company and the Guarantor desire to execute a supplemental
indenture that complies with Section 9.1 of the Base Indenture;

      NOW, THEREFORE, for and in consideration of the premises and the issuance
of the Notes provided for herein, it is mutually covenanted and agreed, for the
equal and proportionate benefit of the Holders of the Notes, as follows:

                                   ARTICLE 1
                     RELATION TO BASE INDENTURE; DEFINITIONS

      Section 1.1. Relation to Indenture. This Second Supplemental Indenture
constitutes an integral part of the Indenture. In the event of inconsistencies
between the Base Indenture, the First Supplemental Indenture and this Second
Supplemental Indenture, the terms of the Second Supplemental Indenture shall
govern.

      Section 1.2. Certain Definitions. For all purposes of this Second
Supplemental Indenture, except as otherwise expressly provided or unless the
context otherwise requires:

            (1) capitalized terms used herein without definition have the
meanings specified in the Indenture;

            (2) all other terms used herein without definition which are defined
in the TIA, either directly or by reference therein, have the meanings assigned
to them therein;

            (3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles, and, except as otherwise herein expressly provided, the term
"generally accepted accounting principles" with respect to any computation
required or permitted hereunder means such accounting principles as are
generally accepted in the United States of America;

            (4) unless the context otherwise requires, any reference to an
"Article" or a "Section" refers to an Article or a Section, as the case may be,
of this Supplemental Indenture; and

            (5) the words "herein", "hereof", "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision.

      Section 1.3. Amendment to Definitions in First Supplemental Indenture.
Section 1.2 of the First Supplemental Indenture is hereby amended as follows:


                                                                               2
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            (1) The term "Common Stock" is hereby amended to mean Guarantor's
common stock, $0.01 par value per share, so that such definition shall read in
its entirety:

                  "Common Stock" means Guarantor's common stock, $0.01 par value
            per share."

            (2) The following defined terms are hereby added to Section 1.2 of
the First Supplemental Indenture:

                  "Guarantor" means Sanmina Corporation, a Delaware
            corporation."

                  "Guarantor Capitalized Lease Obligation" means, with respect
            to any Person, an obligation incurred or assumed under or in
            connection with any capital lease of real or personal property that,
            in accordance with GAAP, has been recorded as a capitalized lease on
            the balance sheet of such Person.

                  "Guarantor Designated Senior Indebtedness" means any Guarantor
            Senior Indebtedness which, at the time of determination, has an
            aggregate principal amount outstanding of, or commitments to lend up
            to, at least $50,000,000, and is specifically designated by the
            Guarantor in the instrument evidencing or governing such Guarantor
            Senior Indebtedness as "Guarantor Designated Senior Indebtedness"
            for the purposes of this Indenture.

                  "Guarantor Hedging Obligations" means the obligations of any
            Person under (a) interest rate swap agreements, interest rate cap
            agreements and interest rate collar agreements and (b) other
            agreements or arrangements designed to protect such Person against
            fluctuations in interest rates or the value of foreign currencies.

                  "Guarantor Indebtedness" means, with respect to any Person
            (without duplication): (a) any liability of such Person (1) for
            borrowed money, or under any reimbursement obligation relating to a
            letter of credit, or (2) evidenced by a bond, note, debenture or
            similar instrument or (3) for payment obligations arising under any
            conditional sale or other title retention arrangement (including a
            purchase money obligation) given in connection with the acquisition
            of any business, properties or assets of any kind, or (4) under
            Guarantor Capitalized Lease Obligations, or (5) under Guarantor
            Hedging Obligations; (b) any liability of others of a type described
            in the preceding clause (a) to the extent that such Person has
            guaranteed or is otherwise legally obligated in respect thereof; and
            (c) any amendment, supplement, modification, deferral, renewal,
            extension or refunding of any liability of the types referred to in
            clauses (a) and (b) above. "Guarantor Indebtedness" shall not be
            construed to include (x) trade payables or credit on open account to
            trade creditors incurred in the ordinary course of business or (y)
            obligations or liabilities incurred in connection with the sale,
            transfer or other disposition of property in connection with the
            securitization or other asset-based financing thereof; provided,
            however, that any such sale, transfer or other disposition shall be
            for valid consideration and shall not be to


                                                                               3
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            prefer directly or indirectly any holder of any other obligation or
            Indebtedness of such Person as to any such other obligation or
            Guarantor Indebtedness that was already outstanding and did not
            previously benefit from a Guarantor Lien.

                  "Guarantor Lien" means, with respect to any asset, any pledge,
            mortgage, charge, encumbrance or security interest in respect of
            such assets; provided that any transaction (including, without
            limitation, any sale of accounts receivable) which is treated as a
            sale of assets under GAAP shall be so treated and any asset which is
            so sold shall not be deemed subject to a Guarantor Lien. A
            contractual grant of a right of set-off does not create a Guarantor
            Lien in the absence of an agreement to maintain a balance against
            which such right may be exercised.

                  "Guarantor Payment Blockage Period" has the meaning specified
            in Section 8.4 of the First Supplemental Indenture.

                  "Guarantor Senior Indebtedness" means the principal of,
            interest on and other amounts due on Guarantor Indebtedness, whether
            outstanding on the date of the Second Supplemental Indenture or
            thereafter created, incurred, assumed or guaranteed by the
            Guarantor, unless, in the instrument creating or evidencing or
            pursuant to which Guarantor Indebtedness is outstanding, it is
            expressly provided that such Guarantor Indebtedness is not senior in
            right of payment to the Notes. Guarantor Senior Indebtedness
            includes, with respect to the obligations described above, interest
            accruing pursuant to the terms of such Guarantor Senior Indebtedness
            on or after the filing of a petition in bankruptcy or for
            reorganization relating to the Guarantor, whether or not post-filing
            interest is allowed in such proceeding, at the rate specified in the
            instrument governing the relevant obligation. Notwithstanding
            anything to the contrary in the foregoing, Guarantor Senior
            Indebtedness shall not include: (a) Guarantor Indebtedness of or
            amounts owed by the Guarantor for compensation to employees, or for
            goods, services or materials purchased in the ordinary course of
            business; (b) Guarantor Indebtedness of the Guarantor to a
            Subsidiary of the Guarantor, or (c) any liability for federal, state
            or local or other taxes owed or owing by the Guarantor.

                  "Guarantor Senior Nonmonetary Default" has the meaning
            specified in Section 8.4 of the First Supplemental Indenture.

                  "Guarantor Senior Payment Default" has the meaning specified
            in Section 8.4 of the First Supplemental Indenture.

                  "Guaranty" means the guarantee of the Guarantor pursuant to
            Section 8.1 of the First Supplemental Indenture.

                                   ARTICLE 2
                   AMENDMENTS TO FIRST SUPPLEMENTAL INDENTURE

      Section 2.1. Amendment to Section 5.1 of the First Supplemental Indenture.
Section 5.1 of the First Supplemental Indenture is hereby amended by revising
the Conversion Price set


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forth in such Section from $56.23 to $41.35 so that such defined term will read
in its entirety as follows:

                  "Conversion Price" means $41.35, as the same may be adjusted
            from time to time as provided in this Article V."

      Section 2.2. Amendment to Section 5.2 of the First Supplemental Indenture.
The first paragraph of Section 5.2 of the First Supplemental Indenture is hereby
amended to read in its entirety as follows:

            "SECTION 5.2. Conversion Procedure. To convert a Note, a Holder must
      satisfy the requirements in paragraph 10 of the Notes. The date on which
      the holder satisfies all of those requirements is the conversion date (the
      "Conversion Date"). As promptly as practicable on or after the Conversion
      Date, Guarantor shall issue and deliver to the Trustee a certificate or
      certificates for the number of whole shares of Common Stock issuable upon
      the conversion and a check or other payment for any fractional share in an
      amount determined pursuant to Section 5.3. Such certificate or
      certificates will be sent by the Trustee to the Conversion Agent for
      delivery to the Holder. The Person in whose name the certificate is
      registered shall become the stockholder of record on the Conversion Date
      and, as of such date, such Person's rights as a Holder with respect to the
      converted Note shall cease; provided, however, that, except as otherwise
      provided in this Section 5.2, no surrender of a Note on any date when the
      stock transfer books of Guarantor shall be closed shall be effective to
      constitute the Person entitled to receive the shares of Common Stock upon
      such conversion as the stockholder of record of such shares of Common
      Stock on such date, but such surrender shall be effective to constitute
      the Person entitled to receive such shares of Common Stock as the
      stockholder of record thereof for all purposes at the close of business on
      the next succeeding day on which such stock transfer books are open;
      provided, further, however, that such conversion shall be at the
      Conversion Price in effect on the date that such Note shall have been
      surrendered for conversion, as if the stock transfer books of Guarantor
      had not been closed."

      Section 2.3. Amendment to Section 5.3 of the First Supplemental Indenture.
Section 5.3 of the First Supplemental Indenture is hereby amended to read in its
entirety as follows:

            "SECTION 5.3. Fractional Shares. Guarantor will not issue fractional
      shares of Common Stock upon conversion of a Note. In lieu thereof, the
      Company will pay an amount in cash based upon the Daily Market Price of
      the Common Stock on the Trading Day prior to the Conversion Date."

      Section 2.4. Amendment to Section 5.4 of the First Supplemental Indenture.
Section 5.4 of the First Supplemental Indenture is hereby amended to read in its
entirety as follows:

            "SECTION 5.4. Taxes on Conversion. The issuance of certificates for
      shares of Common Stock upon the conversion of any Note shall be made
      without charge to the converting Holder for such certificates or for any
      tax in respect of the issuance of such certificates, and such certificates
      shall be issued in the respective names of, or in such names as may be
      directed by, the Holder or Holders of the converted Note; provided,


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      however, that in the event that certificates for shares of Common Stock
      are to be issued in a name other than the name of the Holder of the Note
      converted, such Note, when surrendered for conversion, shall be
      accompanied by an instrument of assignment or transfer, in form
      satisfactory to the Company, duly executed by the registered Holder
      thereof or his duly authorized attorney; and provided, further, however,
      that the Company shall not be required to pay any tax which may be payable
      in respect of any transfer involved in the issuance and delivery of any
      such certificates in a name other than that of the Holder of the converted
      Note, and Guarantor shall not be required to issue and the Company shall
      not be required to deliver such certificates unless or until the Person or
      Persons requesting the issuance thereof shall have paid to the Company the
      amount of such tax or shall have established to the satisfaction of the
      Company that such tax has been paid or is not applicable.

      Section 2.5. Amendment to Section 5.5 of the First Supplemental Indenture.
Section 5.5 of the First Supplemental Indenture is hereby amended to read in its
entirety as follows:

            "SECTION 5.5. Guarantor to Provide Stock. Guarantor shall at all
      times reserve and keep available, free from preemptive rights, out of its
      authorized but unissued Common Stock, solely for the purpose of issuance
      upon conversion of Notes as herein provided, a sufficient number of shares
      of Common Stock to permit the conversion of all outstanding Notes for
      shares of Common Stock.

            All shares of Common Stock which may be issued upon conversion of
      the Notes shall be duly authorized, validly issued, fully paid and
      nonassessable when so issued. Guarantor shall take such action from time
      to time as shall be necessary so that par value of the Common Stock shall
      at all times be equal to or less than the Conversion Price then in effect.

            Guarantor shall from time to time take all action necessary so that
      the Common Stock which may be issued upon conversion of Notes, immediately
      upon their issuance will be listed on the principal securities exchanges,
      interdealer quotation systems (including the NNM) and markets, if any, on
      which other shares of Common Stock are then listed or quoted.

      Section 2.6. Amendment to Section 5.6 of the First Supplemental Indenture.
Section 5.6 of the First Supplemental Indenture is hereby amended to read in its
entirety as follows:

            "SECTION 5.6.  Adjustment of Conversion Price.  The Conversion
      Price shall be subject to adjustment from time to time as follows:

                  (a) In case Guarantor shall (1) pay a dividend in shares of
      Common Stock to holders of Common Stock, (2) make a distribution in shares
      of Common Stock to holders of Common Stock, (3) subdivide its outstanding
      shares of Common Stock into a greater number of shares of Common Stock or
      (4) combine its outstanding shares of Common Stock into a smaller number
      of shares of Common Stock, the Conversion Price in effect immediately
      prior to such action shall be adjusted so that the Holder of any Note
      thereafter surrendered for conversion shall be entitled to receive the
      number of shares of


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<PAGE>
      Common Stock which such Holder would have owned immediately following such
      action had such Notes been converted immediately prior thereto. Any
      adjustment made pursuant to this subsection (a) shall become effective
      immediately after the record date in the case of a dividend or
      distribution and shall become effective immediately after the effective
      date in the case of a subdivision or combination. In the event such
      dividend or distribution is not paid or made, or such subdivision or
      combination is not effected, the Conversion Price shall be adjusted
      immediately to be the Conversion Price which would then be in effect if
      such dividend, distribution, subdivision or combination had not occurred.

                  (b) In case Guarantor shall issue rights or warrants to all
      holders of Common Stock entitling them to subscribe for or purchase shares
      of Common Stock (or securities convertible into Common Stock) at a price
      per share (or having a conversion price per share) less than the Current
      Market Price per share (as determined pursuant to subsection (f) below) of
      the Common Stock on the record date for determining the holders of the
      Common Stock entitled to receive such rights or warrants, the Conversion
      Price shall be adjusted so that the same shall equal the price determined
      by multiplying the Conversion Price in effect immediately prior to such
      record date by a fraction of which the numerator shall be the number of
      shares of Common Stock outstanding as of the close of business on such
      record date plus the number of shares of Common Stock which the aggregate
      offering price of the total number of shares of Common Stock so offered
      for subscription or purchase (or the aggregate conversion price of the
      convertible securities so offered) would purchase at such Current Market
      Price, and of which the denominator shall be the number of shares of
      Common Stock outstanding on such record date plus the number of additional
      shares of Common Stock so offered for subscription or purchase (or into
      which the convertible securities so offered are convertible). Such
      adjustments shall become effective immediately after such record date. For
      the purposes of this subsection (b), the number of shares of Common Stock
      at any time outstanding shall not include shares held in the treasury of
      Guarantor but shall include shares issuable in respect of scrip
      certificates issued in lieu of fractions of shares of such Common Stock.
      Guarantor shall not issue any rights, options or warrants in respect of
      shares of Common Stock held in the treasury of Guarantor.

                  (c) In case Guarantor shall distribute to all holders of
      Common Stock shares of Capital Stock of Guarantor (other than Common
      Stock), evidences of indebtedness, cash, rights or warrants entitling the
      holders thereof to subscribe for or purchase securities (other than rights
      or warrants described in subsection (b) above) or other assets (including
      securities of Persons other than Guarantor but excluding (i) dividends or
      distributions paid exclusively in cash, (ii) dividends and distributions
      described in subsection (b) above and (iii) distributions in connection
      with the consolidation, merger or transfer of assets covered by Section
      5.13), then in each such case the Conversion Price shall be adjusted so
      that the same shall equal the price determined by multiplying the
      Conversion Price in effect immediately prior to the record date for the
      determination of the holders of Common Stock entitled to receive such
      distribution by a fraction of which the numerator shall be the Current
      Market Price (determined as provided in subsection (f) below) of the
      Common Stock on the record date mentioned below less the fair market value
      on such record date (as determined by the


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<PAGE>
      Board of Directors of Guarantor, whose determination shall be conclusive
      evidence of such fair market value and described in a Board Resolution of
      the Board of Directors of Guarantor delivered to the Trustee) of the
      portion of the evidences of indebtedness, shares of Capital Stock, cash,
      rights, warrants or other assets so distributed applicable to one share of
      Common Stock (determined on the basis of the number of shares of the
      Common Stock outstanding on the record date), and of which the denominator
      shall be such Current Market Price of the Common Stock. Such adjustment
      shall become effective immediately after the record date for the
      determination of the holders of Common Stock entitled to receive such
      distribution. In the event such distribution is not paid or made, the
      Conversion Price shall be adjusted immediately to be the Conversion Price
      which would then be in effect if such distribution had not occurred.
      Notwithstanding the foregoing, in case Guarantor shall distribute rights
      or warrants to subscribe for additional shares of Guarantor's Capital
      Stock (other than rights or warrants referred to in subsection (b) above)
      ("Rights") to all holders of Common Stock, Guarantor may, in lieu of
      making any adjustment pursuant to the foregoing provisions of this Section
      5.6(c), make proper provision so that each Holder of a Note who converts
      such Note (or any portion thereof) after the record date for such
      distribution and prior to the expiration or redemption of the Rights shall
      be entitled to receive upon such conversion, in addition to the shares of
      Common Stock issuable upon such conversion (the "Conversion Shares"), a
      number of Rights to be determined as follows: (i) if such conversion
      occurs on or prior to the date for the distribution to the holders of
      Rights of separate certificates evidencing such Rights (the "Distribution
      Date"), the same number of Rights to which a holder of a number of shares
      of Common Stock equal to the number of Conversion Shares is entitled at
      the time of such conversion in accordance with the terms and provisions of
      the Rights; and (ii) if such conversion occurs after the Distribution
      Date, the same number of Rights to which a holder of the number of shares
      of Common Stock into which the principal amount of the Note so converted
      was convertible immediately prior to the Distribution Date would have been
      entitled on the Distribution Date in accordance with the terms and
      provisions of the Rights.

                  (d) In case Guarantor shall, by dividend or otherwise, at any
      time make a distribution to all holders of its Common Stock exclusively in
      cash (including any distributions of cash out of current or retained
      earnings of Guarantor but excluding any cash that is distributed as part
      of a distribution requiring a Conversion Price adjustment pursuant to
      paragraph (c) of this Section) in an aggregate amount that, together with
      the sum of (x) the aggregate amount of any other distributions made
      exclusively in cash to all holders of Common Stock within the 12 months
      preceding the date fixed for determining the stockholders entitled to such
      distribution (the "Distribution Record Date") and in respect of which no
      Conversion Price adjustment pursuant to paragraph (c) or (e) of this
      Section or this paragraph (d) has been made plus (y) the aggregate amount
      of all Excess Payments in respect of any tender offers or other negotiated
      transactions by Guarantor or any of its Subsidiaries for Common Stock
      concluded within the 12 months preceding the Distribution Record Date and
      in respect of which no Conversion Price adjustment pursuant to paragraphs
      (c) or (e) of this Section or this paragraph (d) has been made, exceeds
      15% of the product of the Current Market Price per share (determined as
      provided in paragraph (f) of this Section) of the Common Stock on the
      Distribution Record Date multiplied by the number of shares of Common
      Stock outstanding on the


                                                                               8
<PAGE>
      Distribution Record Date (excluding shares held in the treasury of
      Guarantor), the Conversion Price shall be reduced so that the same shall
      equal the price determined by multiplying such Conversion Price in effect
      immediately prior to the effectiveness of the Conversion Price reduction
      contemplated by this paragraph (d) by a fraction of which the numerator
      shall be the Current Market Price per share (determined as provided in
      paragraph (f) of this Section) of the Common Stock on the Distribution
      Record Date less the sum of the aggregate amount of cash and the aggregate
      Excess Payments so distributed or paid within such 12 month period
      (including, without limitation, the distribution in respect of which such
      adjustment is being made) applicable to one share of Common Stock (which
      shall be determined by dividing the sum of the aggregate amount of cash
      and the aggregate Excess Payments so distributed or paid within such 12
      months (including, without limitation, the distribution in respect of
      which such adjustment is being made) by the number of shares of Common
      Stock outstanding on the Distribution Record Date) and the denominator
      shall be such Current Market Price per share (determined as provided in
      paragraph (f) of this Section) of the Common Stock on the Distribution
      Record Date, such reduction to become effective immediately prior to the
      opening of business on the day following the Distribution Record Date. In
      the event such distribution is not paid or made, the Conversion Price
      shall be adjusted immediately to be the Conversion Price which would then
      be in effect if such distribution had not occurred.

                  (e) In case a tender offer or other negotiated transaction
      made by Guarantor or any Subsidiary of Guarantor for all or any portion of
      the Common Stock shall be consummated, if an Excess Payment is made in
      respect of such tender offer or other negotiated transaction and the
      aggregate amount of such Excess Payment, together with the sum of (x) the
      aggregate amount of any distributions, by dividend or otherwise, to all
      holders of the Common Stock made in cash (including any distributions of
      cash out of current or retained earnings of the Company, but excluding any
      cash that is distributed as part of a distribution requiring a Conversion
      Price adjustment pursuant to paragraph (c) of this Section) within the 12
      months preceding the date of payment of such current negotiated
      transaction consideration or expiration of such current tender offer, as
      the case may be (the "Purchase Date"), and as to which no adjustment in
      the Conversion Price pursuant to paragraph (c) or paragraph (d) of this
      Section or this paragraph (e) has been made plus (y) the aggregate amount
      of all Excess Payments in respect of any other tender offers or other
      negotiated transactions by Guarantor or any of its Subsidiaries for Common
      Stock concluded within the 12 months preceding the Purchase Date and in
      respect of which no adjustment in the Conversion Price pursuant to
      paragraph (c) or (d) of this Section or this paragraph (e) has been made,
      exceeds 15% of the product of the Current Market Price per share
      (determined as provided in paragraph (f) of this Section) of the Common
      Stock on the Purchase Date multiplied by the number of shares of Common
      Stock outstanding on the Purchase Date (including any tendered shares but
      excluding any shares held in the treasury of Guarantor), the Conversion
      Price shall be reduced so that the same shall equal the price determined
      by multiplying such Conversion Price in effect immediately prior to the
      effectiveness of the Conversion Price reduction contemplated by this
      paragraph (e) by a fraction of which the numerator shall be the Current
      Market Price per share (determined as provided in paragraph (f) of this
      Section) of the Common Stock on the Purchase Date less the sum of the
      aggregate amount of cash and the aggregate Excess Payments so distributed
      or paid within such 12 month period


                                                                               9
<PAGE>
      (including, without limitation, the Excess Payment in respect of which
      such adjustment is being made) applicable to one share of Common Stock
      (which shall be determined by dividing the sum of the aggregate amount of
      cash and the aggregate Excess Payments so distributed or paid within such
      12 months (including, without limitation, the Excess Payment in respect of
      which such adjustment is being made) by the number of shares of Common
      Stock outstanding on the Purchase Date and the denominator shall be such
      Current Market Price per share (determined as provided in paragraph (f) of
      this Section) of the Common Stock on the Purchase Date, such reduction to
      become effective immediately prior to the opening of business on the day
      following the Purchase Date.

                  (f) The "Current Market Price" per share of Common Stock on
      any date shall be deemed to be the average of the Daily Market Prices for
      the shorter of (i) 30 consecutive Business Days ending on the last full
      Trading Day on the exchange or market referred to in determining such
      Daily Market Prices prior to the time of determination or (ii) the period
      commencing on the date next succeeding the first public announcement of
      the issuance of such rights or such warrants or such other distribution or
      such tender offer or other negotiated transaction through such last full
      Trading Day on the exchange or market referred to in determining such
      Daily Market Prices prior to the time of determination.

                  "Excess Payment" means the excess of (A) the aggregate of the
      cash and fair market value (as determined by the Board of Directors of
      Guarantor, whose determination shall be conclusive evidence of such fair
      market value and described in a Board Resolution of the Board of Directors
      of Guarantor delivered to the Trustee) of other consideration paid by
      Guarantor or any of its Subsidiaries with respect to the shares of Common
      Stock acquired in a tender offer or other negotiated transaction over (B)
      the Daily Market Price on the Trading Day immediately following the
      completion of the tender offer or other negotiated transaction multiplied
      by the number of acquired shares of Common Stock.

                  In any case in which this Section 5.6 shall require that an
      adjustment be made immediately following a record date for an event,
      Guarantor may elect to defer, until such event, issuing to the Holder of
      any Note converted after such record date the shares of Common Stock and
      other Capital Stock of Guarantor issuable upon such conversion over and
      above the shares of Common Stock and other Capital Stock of Guarantor
      issuable upon such conversion on the basis of the Conversion Price prior
      to adjustment; and, in lieu of the shares the issuance of which is so
      deferred, Guarantor shall issue or cause its transfer agents to issue due
      bills or other appropriate evidence of the right to receive such shares."

      Section 2.7. Amendment to Section 5.7 of the First Supplemental Indenture.
Section 5.7 of the First Supplemental Indenture is hereby amended to read in its
entirety as follows:

            "SECTION 5.7. No Adjustment. No adjustment in the Conversion Price
      shall be required until cumulative adjustments amount to 1% or more of the
      Conversion Price as last adjusted; provided, however, that any adjustments
      which by reason of this Section 5.7 are not required to be made shall be
      carried forward and taken into account in any


                                                                              10
<PAGE>
      subsequent adjustment. All calculations under this Article V shall be made
      to the nearest cent or to the nearest one-hundredth of a share, as the
      case may be. No adjustment need be made for rights to purchase Common
      Stock pursuant to a Guarantor plan for reinvestment of dividends or
      interest. No adjustment need be made for a change in the par value or no
      par value of the Common Stock."

      Section 2.8. Amendment to Section 5.8 of the First Supplemental Indenture.
Section 5.8 of the First Supplemental Indenture is hereby amended to read in its
entirety as follows:

            "SECTION 5.8. Other Adjustments. In the event that, as a result of
      an adjustment made pursuant to Section 5.6 above, the Holder of any Note
      thereafter surrendered for conversion shall become entitled to receive any
      shares of Capital Stock of Guarantor other than shares of its Common
      Stock, thereafter the Conversion Price of such other shares so receivable
      upon conversion of any Notes shall be subject to adjustment from time to
      time in a manner and on terms as nearly equivalent as practicable to the
      provisions with respect to Common Stock contained in this Article V.

            In the event that any shares of Common Stock (or securities
      convertible into Common Stock) issuable upon exercise of any of the
      rights, options or warrants referred to in Section 5.6(b) and Section
      5.6(c) hereof are not delivered prior to the expiration of such rights,
      options, or warrants, the Conversion Price shall be readjusted to the
      Conversion Price which would otherwise have been in effect had the
      adjustment made upon the issuance of such rights, options or warrants been
      made on the basis of delivery of only the number of such rights, options
      and warrants which were actually exercised."

      Section 2.9. Amendment to Section 5.12 of the First Supplemental
Indenture. Section 5.12 of the First Supplemental Indenture is hereby amended to
read in its entirety as follows:

            "SECTION 5.12.  Notice of Certain Transactions.  In the event
      that:

                  (a) Guarantor takes any action which would require an
      adjustment in the Conversion Price;

                  (b) Guarantor takes any action that would require a
      supplemental indenture pursuant to Section 5.13; or

                  (c) there is a dissolution or liquidation of Guarantor;

      the Company shall mail to Holders at the addresses appearing on the
      Registrar's books and the Trustee a notice stating the proposed record or
      effective date, as the case may be. The Company shall mail the notice at
      least 15 days before such date; however, failure to mail such notice or
      any defect therein shall not affect the validity of any transaction
      referred to in clause (a), (b) or (c) of this Section 5.12."

      Section 2.10. Amendment to Section 5.13 of the First Supplemental
Indenture. Section 5.13 of the First Supplemental Indenture is hereby amended to
read in its entirety as follows:


                                                                              11
<PAGE>
            "SECTION 5.13. Effect of Reclassifications, Consolidations, Mergers,
      Continuances or Sales on Conversion Privilege. If any of the following
      shall occur, namely: (i) any reclassification or change of outstanding
      shares of Common Stock issuable upon conversion of Notes (other than a
      change in par value, or from par value to no par value, or from no par
      value to par value, or as a result of a subdivision or combination), (ii)
      any consolidation or merger to which Guarantor is a party other than a
      merger in which Guarantor is the continuing corporation and which does not
      result in any reclassification of, or change (other than a change in name,
      or par value, or from par value to no par value, or from no par value to
      par value or as a result of a subdivision or combination) in, outstanding
      shares of Common Stock, (iii) any continuance in a new jurisdiction which
      results in a reclassification of, or change (other than a change in name,
      or par value, or from par value to no par value, or from no par value to
      par value) in, outstanding shares of Common Stock, or (iv) any sale or
      conveyance of all or substantially all of the property of Guarantor, then
      Guarantor, or such successor or purchasing corporation, as the case may
      be, shall, as a condition precedent to such reclassification, change,
      consolidation, merger, continuance, sale or conveyance, execute and
      deliver to the Trustee a supplemental indenture in form reasonably
      satisfactory to the Trustee providing that the Holder of each Note then
      outstanding shall have the right to convert such Note into the kind and
      amount of shares of stock and other securities and property (including
      cash) receivable upon such reclassification, change, consolidation,
      merger, continuance, sale or conveyance by a holder of the number of
      shares of Common Stock deliverable upon conversion of such Note
      immediately prior to such reclassification, change, consolidation, merger,
      continuance, sale or conveyance. Such supplemental indenture shall provide
      for adjustments of the Conversion Price which shall be as nearly
      equivalent as may be practicable to the adjustments of the Conversion
      Price provided for in this Article V. The foregoing, however, shall not in
      any way affect the right a Holder of a Note may otherwise have, pursuant
      to clause (ii) of the last sentence of subsection (c) of Section 5.6, to
      receive Rights upon conversion of a Note. If, in the case of any such
      consolidation, merger, continuance, sale or conveyance, the stock or other
      securities and property (including cash) receivable thereupon by a holder
      of Common Stock includes shares of stock or other securities and property
      of a corporation or other business entity other than the successor or
      purchasing corporation, as the case may be, in such consolidation, merger,
      continuance, sale or conveyance, then such supplemental indenture shall
      also be executed by such other corporation or other business entity and
      shall contain such additional provisions to protect the interests of the
      Holders of the Notes as the Board of Directors of the Company shall
      reasonably consider necessary by reason of the foregoing. The provision of
      this Section 5.13 shall similarly apply to successive consolidations,
      mergers, continuances, sales or conveyances.

            In the event Guarantor shall execute a supplemental indenture
      pursuant to this Section 5.13, the Company shall promptly file with the
      Trustee (x) an Officers' Certificate briefly stating the reasons therefor,
      the kind or amount of shares of stock or securities or property (including
      cash) receivable by Holders of the Notes upon the conversion of their
      Notes after any such reclassification, change, consolidation, merger,
      continuance, sale or conveyance and any adjustment to be made with respect
      thereto and (y) an Opinion of Counsel stating that all conditions
      precedent relating to such


                                                                              12
<PAGE>
      transaction have been complied with, and shall promptly mail notice
      thereof to all holders."


      Section 2.11. Amendment to Section 5.14 of the First Supplemental
Indenture. The second sentence of Section 5.14 of the First Supplemental
Indenture is amended to read in its entirety as follows:

            "The Trustee makes no representation as to the validity or value or
      any securities or assets issued upon conversion of the Notes and the
      Trustee shall not be responsible for the failure of either Guarantor or
      the Company to comply with any provisions of this Article V."

                                   ARTICLE 3
                                EVENTS OF DEFAULT

      Section 3.1. Additional Event of Default With Respect to Notes. Default in
the performance, or breach, of any covenant of Guarantor contained in this
Second Supplemental Indenture and the continuance of such default or breach for
a period of 60 days after written notice has been given to the Company and
Guarantor by the Trustee or to Guarantor, the Company and the Trustee by the
Holders of at least 25% in aggregate principal amount of the Notes then
outstanding shall constitute an additional Event of Default with respect to the
Notes.

                                   ARTICLE 4
                       CERTAIN COVENANTS OF THE GUARANTOR

      SECTION 4.1. The Guarantor hereby covenants and warrants that (a)
immediately after the Effective Time, no condition or event shall exist which
constitutes or would, after notice or lapse of time or both, constitute a
default or an Event of Default (as defined in the Indenture), (b) it has
complied, or has caused the Company to comply, and will comply, or will cause
the Company to comply, with all applicable provisions of Article Five of the
Base Indenture, as amended by the provisions of this Second Supplemental
Indenture, and (c) it has been authorized by its Board of Directors, to execute
this Second Supplemental Indenture.

                                    ARTICLE 5
                                GUARANTY OF NOTES

      SECTION 5.1. Guaranty of Notes. The First Supplemental Indenture is hereby
amended to add the following provisions as a new Article 8 to the First
Supplemental Indenture to be inserted immediately following Article 7 of the
First Supplemental Indenture. Article 8 of the First Supplemental Indenture
shall apply to the Notes only.

                                   "ARTICLE 8
                         SUBORDINATED GUARANTY OF NOTES

            SECTION 8.1. Guaranty. Subject to the provisions of this Article 8,
      the Guarantor hereby unconditionally guarantees, on a subordinated basis
      as set forth more fully in this Article 8, to each holder of a Note
      authenticated and delivered by the Trustee


                                                                              13
<PAGE>
      in accordance with this Indenture (i) the due and punctual payment of the
      principal of, premium, if any, and interest (including interest on other
      amounts which may accrue after the filing against the Company of a
      petition under the United States Bankruptcy Code (the "Bankruptcy Code"),
      whether or not the obligation to pay interest on such amounts shall be
      enforceable against the Company) on such Note, when and as the same shall
      become due and payable, whether at maturity, by acceleration or otherwise,
      the due and punctual payment of interest on the overdue principal of,
      premium and interest, if any, on such Note, to the extent lawful, and the
      due and punctual performance of all other obligations of the Company to
      the holders or the Trustee all in accordance with the terms of such Note
      and of this Indenture, and (ii) in the case of any extension of time of
      payment or renewal of any such Note or any of such other obligations, that
      the same will be promptly paid in full when due or performed in accordance
      with the terms of the extension or renewal, at stated maturity, by
      acceleration or otherwise. A demand for payment under this Article 8 shall
      not be effective prior to forty-eight (48) hours after a demand upon the
      Company for full and complete payment of all amounts due and payable under
      the Notes, unless such demand upon the Company shall be stayed by
      operation of Section 362 of the Bankruptcy Code or otherwise. In all other
      respects, the Guarantor hereby agrees that its obligations hereunder shall
      be absolute and unconditional, irrespective of, and shall be unaffected
      by, any invalidity, irregularity or unenforceability of any such Note or
      this Indenture, any failure to enforce the provisions of any such Note or
      this Indenture, any waiver, modification or indulgence granted to the
      Company with respect thereto, by the holder of such Note or the Trustee,
      or any other circumstances which may otherwise constitute a legal or
      equitable discharge of a surety or guarantor. The Guarantor hereby waives
      diligence, presentment, filing of claims with a court in the event of
      merger or bankruptcy of the Company, any right to require a proceeding
      first against the Company, the benefit of discussion, protest or notice
      with respect to any such Note or the debt evidenced thereby and all
      demands whatsoever (except as specified above), and covenants, that this
      Guaranty will not be discharged as to any such Note except by payment in
      full of the principal thereof, premium if any, and interest thereon. The
      Guarantor further agrees that, as between the Guarantor, on the one hand,
      and the Noteholder and the Trustee, on the other hand, (i) the maturity of
      the obligations guaranteed hereby may be accelerated as provided in
      Article 5 of the Indenture for the purposes of this Guaranty
      notwithstanding any stay, injunction or other prohibition preventing such
      acceleration in respect of the obligations guaranteed hereby; provided
      that notice of such acceleration has been given to the Guarantor by the
      Trustee, and (ii) in the event of any declarations of acceleration of such
      obligations as provided in Article 8 hereof, such obligations (whether or
      not due and payable) shall forthwith become due and payable by the
      Guarantor for the purpose of this Guaranty.

            The Guarantor shall be subrogated to all rights of the holders of
      any Notes against the Company in respect of any amounts paid to the
      Noteholder by the Guarantor pursuant to the provisions of this Guaranty;
      provided that the Guarantor shall not be entitled to enforce, or to
      receive any payments arising out of or based upon, such right of
      subrogation until the principal of, premium, if any, and interest on all
      the Notes shall have been paid in full and until all amounts payable under
      any Senior Indebtedness shall have been paid in full.


                                                                              14
<PAGE>
            SECTION 8.2. Subordination Of Guarantee To Guarantor Senior
      Indebtedness. The Guarantor covenants and agrees, that, to the extent and
      in the manner hereinafter set forth in this Article 8, the indebtedness
      represented by the Notes and the payment of the principal of (and premium,
      if any) and interest on each and all of the Notes are hereby expressly
      made subordinate and subject in right of payment to the prior payment in
      full of all Guarantor Senior Indebtedness.

            This Article 8 shall constitute a continuing offer to all persons
      who, in reliance upon such provisions, become holders of, or continue to
      hold, Guarantor Senior Indebtedness, and such provisions are made for the
      benefit of the holders of Guarantor Senior Indebtedness, and such holders
      are made obliges hereunder and they and/or each of them may enforce such
      provisions.

            SECTION 8.3. Payment Over Of Proceeds Upon Dissolution, Etc. In the
      event of any payment or distribution of assets of the Guarantor for the
      benefit of creditors, marshaling of assets or any bankruptcy, insolvency
      or similar proceedings of the Guarantor (each such event herein sometimes
      referred to as a "Guarantor Proceeding"), then except in connection with
      the consolidation or merger of the Guarantor or its liquidation or
      dissolution following the conveyance, transfer or lease of its properties
      and assets substantially as an entirety, upon the terms and conditions
      described in Article Eight of the Base Indenture, the holders of Guarantor
      Senior Indebtedness shall first be entitled to receive payment in full, in
      cash or cash equivalents, of all amounts due or to become due or in
      respect of such Guarantor Senior Indebtedness before the Holders of any
      Note are entitled to receive any payment of principal of, and premium, if
      any, or interest on the Notes or on account of the purchase or redemption
      or other acquisition of Notes by the Guarantor ("Guarantor Securities
      Payment"), and the holders of Guarantor Senior Indebtedness shall be
      entitled to receive, for application to the payment thereof, any payment
      or distribution of any kind or character, whether in cash, property or
      securities which may be payable or deliverable in respect of the Notes in
      any such Guarantor Proceeding.

            In the event that, notwithstanding the foregoing provisions of this
      Section 8.3, the Trustee or the Holder of any Note shall have received any
      payment or distribution or assets of the Guarantor of any kind or
      character, whether in cash, property or securities, before all the
      Guarantor Senior Indebtedness is paid in full, then such payment or
      distribution shall be held in trust for the holders of Guarantor Senior
      Indebtedness and shall be paid over or delivered forthwith to the trustee
      in bankruptcy or other Person making payment or distribution of assets of
      the Guarantor for application to the payment of all the Guarantor Senior
      Indebtedness remaining unpaid, to the extent necessary to pay all the
      Guarantor Senior Indebtedness in full, after giving effect to any
      concurrent payment or distribution to or for the holders of the Guarantor
      Senior Indebtedness.

            For purposes of this Article 8 only, the words "any payment or
      distribution of any kind of character" and "cash, property or securities"
      shall not be deemed to include a payment or distribution of equity or
      subordinated securities of the Guarantor provided for by a plan of
      reorganization or readjustment or of any other corporation provided for by
      such plan of reorganization or readjustment that, in the case of
      subordinated securities,


                                                                              15
<PAGE>
      are subordinated in right of payment to all then outstanding Guarantor
      Senior Indebtedness to at least the same extent as the Notes, as the case
      may be, are so subordinated as provided in this Article 8.

            SECTION 8.4. No Payment When Certain Guarantor Senior Indebtedness
      In Default. In the event that any Guarantor Senior Default Payment (as
      defined below) shall have occurred and be continuing, then no Guarantor
      Securities Payment shall be made unless and until such Guarantor Senior
      Payment Default shall have been cured or waived or shall have ceases to
      exist or all amounts then due and payable in respect of the Guarantor
      Senior Indebtedness or other obligations that are the subject of such
      Guarantor Senior Payment Default shall be been paid in full. For purposes
      hereof, a "Guarantor Senior Payment Default" shall be been deemed to have
      occurred in (1) the principal of (or premium, if any), or interest or
      other amounts on, Guarantor Senior Indebtedness is not paid when due and
      any applicable grace period with respect to such default has ended and
      such default has not been cured or waived or ceased to exist, (2) the
      maturity of any Guarantor Senior Indebtedness has been accelerated because
      of a default.

            In the event that any Guarantor Senior Nonmonetary Default (as
      defined below) shall have occurred and be continuing, then, upon the
      receipt by the Guarantor and the Trustee of written notice of such
      Guarantor Senior Nonmonetary Default from an authorized Person on behalf
      of any holder of Guarantor Designated Senior Indebtedness, no Guarantor
      Securities Payment shall be made during the period (the "Guarantor Payment
      Blockage Period") commencing on the date of receipt of such written notice
      (the "Guarantor Blockage Notice") and ending on the earliest or (i) the
      180th day after the date of such receipt of the Guarantor Blockage Notice,
      (ii) the date, if any, on which the Guarantor Designated Senior
      Indebtedness to which such default relates is discharged or such default
      is waived or otherwise cured and (iii) the date, if any, on which such
      Guarantor Payment Blockage Period shall have been terminated by written
      notice to the Guarantor or the Trustee from the Person who gave the
      Guarantor Blockage Notice. Not more than one Guarantor Blockage Notice may
      be given in any consecutive 365-day period, irrespective of the number of
      Guarantor Senior Nonmonetary Defaults which occur during such period. No
      Guarantor Senior Nonmonetary Default that existed or was continuing on the
      date of commencement of any Guarantor Payment Blockage Period with respect
      to the Guarantor Designated Senior Indebtedness initiating such Guarantor
      Payment Blockage Period shall be, or be made, the basis for the
      commencement of a subsequent Guarantor Payment Blockage Period unless such
      Guarantor Senior Nonmonetary Default shall have been cured or waived for a
      period of not less than 90 consecutive days. For purposes hereof,
      "Guarantor Senior Nonmonetary Default" means the occurrence or existence
      of any event, circumstance, condition or state of facts that, by the terms
      of any instrument pursuant to which any Guarantor Designated Senior
      Indebtedness is outstanding, permits one or more holders of such Guarantor
      Designated Senior Indebtedness (or a trustee or agent on behalf of the
      holders thereof) to declare such Guarantor Designated Senior Indebtedness
      due and payable prior to the date on which it would otherwise become due
      and payable, other than a Guarantor Senior Payment Default.


                                                                              16
<PAGE>
            In the event that, notwithstanding the foregoing, the Guarantor
      shall make any payment to the Trustee or any Holder prohibited by the
      foregoing provisions of this Section 8.4, such payment shall be held in
      trust for the holders of Guarantor Senior Indebtedness and shall be paid
      over and delivered forthwith to the holders of Guarantor Senior
      Indebtedness remaining unpaid, to the extent necessary to pay in full all
      the Guarantor Senior Indebtedness.

            SECTION 8.5. Payment Permitted If No Default. Nothing contained in
      this Article 8 or elsewhere in this Indenture or in the Notes shall, at
      any time except during the pendency of any Guarantor Proceeding referred
      to in Section 8.3 or under the conditions described in Section 8.3,
      prevent (a) the Guarantor from making Guarantor Securities Payments, or
      (b) the application by the Trustee of any money deposited with it
      hereunder to Guarantor Securities Payments or the retention of such
      payment by the Holders.

            SECTION 8.6. Subrogation To Rights Of Holders Of Guarantor Senior
      Indebtedness. Subject to the payment in full of all Guarantor Senior
      Indebtedness, the rights of the Holders of the Notes shall be subrogated
      to the rights of the holders of such Guarantor Senior Indebtedness to
      receive payments and distributions of cash, property and securities
      applicable to the Guarantor Senior Indebtedness until the principal of
      (and premium, if any) and interest on the Notes shall be paid in full. For
      purposes of such subrogation, no payments or distributions to the holders
      of the Guarantor Senior Indebtedness of any cash, property or securities
      to which the Holders of the Notes or the Trustee would be entitled except
      for the provisions of this Article 8, and not payments over pursuant to
      the provisions of this Article 8 to the holders of Guarantor Senior
      Indebtedness by Holders of the Notes or the Trustee, shall, as among the
      Guarantor, its creditors other than holders of Guarantor Senior
      Indebtedness and the Holders of the Notes be deemed to be a payment or
      distribution of the Guarantor to or on account of the Guarantor Senior
      Indebtedness. Neither the Holders or the Notes nor the Trustee shall have
      any claim against the holders of the Guarantor Senior Indebtedness for any
      impairment of the subrogation rights herein granted arising out of any
      release of Guarantor Liens securing the Guarantor Senior Indebtedness.

            SECTION 8.7. Provisions Solely To Define Relative Rights. The
      provisions of this Article 8 are and are intended solely for the purpose
      of defining the relative rights of the Holders on the one hand and the
      holders of Guarantor Senior Indebtedness on the other hand. Nothing
      contained in this Article 8 or elsewhere in this Indenture or in the Notes
      is intended to or shall (a) impair, as among the Guarantor, its creditors
      other than holders of Guarantor Senior Indebtedness and the Holders of the
      Notes, the obligation of the Guarantor, which is absolute and
      unconditional (and which, subject to the rights under this Article 8 of
      the holders of Guarantor Senior Indebtedness, is intended to rank equally
      with all other general obligations of the Guarantor) to pay to the Holders
      of the Notes the principal of (and premium, if any) and interest on the
      Notes as and when the same shall become due and payable in accordance with
      their terms; or (b) affect the relative rights against the Guarantor of
      the Holders of the Notes and creditors of the Guarantor other than the
      holders of Guarantor Senior Indebtedness; or (c) prevent the Trustee or
      the Holder of any Note from exercising all remedies otherwise permitted
      and


                                                                              17
<PAGE>
      applicable by law upon default under this Indenture, subject to the
      rights, if any, under this Article 8 of the holders of Guarantor Senior
      Indebtedness to receive cash, property and securities otherwise payable or
      deliverable to the Trustee or such Holders. The holders of Guarantor
      Senior Indebtedness shall be entitled to enforce the provisions of this
      Article 8 against the Company, the Holders of the Notes and the Trustee.

            SECTION 8.8. Trustee To Effectuate Subordination. Each Holder of a
      Note by his acceptance thereof authorizes and directs the Trustee on his
      behalf to take such action as may be necessary or appropriate to
      effectuate the subordination provided in this Article 8 and appoints the
      Trustee his attorney-in-fact for any and all such purposes.

            SECTION 8.9. No Waiver Of Subordination Provisions. No right of any
      present or future holder of any Guarantor Senior Indebtedness to enforce
      subordination as herein provided shall at any time in any way be
      prejudiced or impaired by any act or failure to act on the part of the
      Guarantor or by any act or failure to act, in good faith, by any such
      holder, or by any noncompliance by the Guarantor with the terms,
      provisions and covenants of this Indenture, regardless of any knowledge
      thereof any such Holder may have or be otherwise charged with.

            Without in any way limiting the generality of the foregoing
      paragraph, the holders of Guarantor Senior Indebtedness, as the case may
      be, at any time from time to time, without the consent of or notice to the
      Trustee of the Holders of the Notes, without incurring responsibility to
      the Trustee or the Holders of the Notes and without impairing or releasing
      the subordination provided in this Article 8 or the obligations hereunder
      of the Holders of the Notes to the holders of Guarantor Senior
      Indebtedness, as the case may be, do any one or more of the following: (i)
      change the manner, place or terms of payment or extend the time of payment
      of, or renew or alter Guarantor Senior Indebtedness, as the case may be,
      or otherwise amend or supplement in any manner Guarantor Senior
      Indebtedness, as the case may be, or any instrument evidencing the same or
      any agreement under which Guarantor Senior Indebtedness, as the case may
      be, is outstanding; (ii) sell, exchange, release or otherwise deal with
      any property pledged, mortgaged or otherwise securing Guarantor Senior
      Indebtedness; (iii) release any Person liable in any manner for the
      collection of Guarantor Senior Indebtedness; and (iv) exercise or refrain
      from exercising any rights against the Guarantor and other Person.

            SECTION 8.10. Notice To Trustee. The Guarantor shall give prompt
      written notice to the Trustee of any fact known to the Guarantor which
      would prohibit the making of any payment to or by the Trustee in respect
      of the Notes and of any subsequent cure or waiver thereof. Notwithstanding
      the provisions of this Article 8 or any other provision of this Indenture,
      the Trustee shall not be charged with knowledge or the existence of any
      facts which would prohibit the making of any payment to or by the Trustee
      in respect of the Notes, unless and until the Trustee shall have received
      written notice thereof from the Guarantor or a holder of the Guarantor
      Senior Indebtedness or from any trustee or agent therefor, and prior to
      the receipt of any such


                                                                              18
<PAGE>
      written notice, the Trustee, subject to the provisions of the Trust
      Indenture Act, shall be entitled in all respect to assume that no such
      facts exist.

            Subject to the provisions of the Trust Indenture Act, the Trustee
      shall be entitled to rely on the delivery to it of a written notice by a
      Person representing himself to be a holder of Guarantor Senior
      Indebtedness (or a trustee or agent therefor) to establish that such
      notice has been given by a holder of Guarantor Senior Indebtedness (or a
      trustee or agent therefor). In the event that the Trustee determines in
      good faith that further evidence is required with respect to the right of
      any Person as a holder of Guarantor Senior Indebtedness, as the case may
      be, to participate in any payment or distribution pursuant to this Article
      8, the Trustee may request such Person to furnish evidence to the
      reasonable satisfaction of the Trustee as to the amount of Guarantor
      Senior Indebtedness, as the case may be, held by such Person, the extent
      of which is such Person is entitled to participate in such payment or
      distribution and any other facts pertinent to the rights of such Person
      under this Article 8, and if such evidence is not furnished, the Trustee
      may defer any payment to such Person pending judicial determination as to
      the right of such Person to receive such payment.

            SECTION 8.11. Reliance On Judicial Order Or Certificate Of
      Liquidation Agent. Upon any payment or distribution of assets of the
      Guarantor referred to in this Article 8, the Trustee shall, subject to the
      provisions of the Trust Indenture Act, and the Holders of the Notes hall
      be entitled to rely upon any order or decree entered by any court of
      competent jurisdiction in a Guarantor Proceeding, or a certificate of the
      trustee in bankruptcy, receiver, liquidating trustee, custodian, assignee
      for the benefit of creditors, agent or other Person making such payment or
      distribution, delivered to the Trustee or to the Holders of Notes, for the
      purpose of ascertaining the Persons entitled to participate in such
      payment or distribution, the holders of the Guarantor Senior Indebtedness
      and other indebtedness of the Guarantor, the amount thereof or payable
      thereon, the amount or amounts paid or distributed thereon and all other
      facts pertinent thereto or to this Article 8.

            SECTION 8.12. Trustee Not Fiduciary For Holders Of Guarantor Senior
      Indebtedness. Except to the extent of its obligations under the
      penultimate paragraph of Section 8.3 and the last paragraph of Section
      8.4, the Trustee shall not be deemed to owe any fiduciary duty to the
      holders of Guarantor Senior Indebtedness and shall not be liable to any
      such holders if it shall in good faith mistakenly pay over or distribute
      to Holders of Notes or to the Guarantor or to any other Person cash,
      property or securities to which any holders of Guarantor Senior
      Indebtedness shall be entitled by virtue of this Article 8 or otherwise.
      The Trustee's duties with respect to holders of Guarantor Senior
      Indebtedness are limited to those specifically set forth in this
      Indenture, and no implied covenants or obligations shall be construed by
      any provision hereof.

            SECTION 8.13. Rights Of Trustee As Holder Of Guarantor Senior
      Indebtedness; Preservation Of Trustee's Rights. The Trustee in its
      individual capacity shall be entitled to all the rights set forth in this
      Article 8 with respect to any Guarantor Senior Indebtedness which may at
      any time be held by it, to the same extent as any


                                                                              19
<PAGE>
      other holder of Guarantor Senior Indebtedness, and nothing in this
      Indenture shall deprive the Trustee of any of its rights as such holder.

            SECTION 8.14. Applicability To Paying Agents. In case at any time
      any Paying Agent other than the Trustee shall be been appointed by the
      Guarantor and be then acting hereunder, the term "Trustee" as used in this
      Article 8 shall in such case (unless the context otherwise requires) be
      construed as extending to and including such Paying Agent within its
      meaning as fully for all intents and purposes as if such Paying Agent were
      named in this Article 8 in addition to or in place of the Trustee;
      provided, however, that this Section 8.14 shall not apply to the Guarantor
      or any Affiliate of the Guarantor if it or such Affiliate acts as Paying
      Agent.

            SECTION 8.15. Defeasance Of This Article 8. The subordination of the
      Notes provided by this Article 8 is expressly made subject to the
      provisions for defeasance or covenant defeasance in Article Twelve of the
      Base Indenture and, anything herein to the contrary notwithstanding, upon
      the effectiveness of any such defeasance or covenant defeasance, the Notes
      then outstanding shall thereupon cease to be subordinated pursuant to this
      Article 8.

            SECTION 8.16. Article 8 Not To Prevent Events Of Default. The
      failure to make a payment on account of principal of or interest on the
      Notes by reason of any provision of this Article 8 shall not be construed
      as preventing the occurrence of an Event of Default with respect to the
      Notes. Nothing contained in this Article 8 shall limit the right of the
      Trustee or the Holders of Notes, to take any action to accelerate the
      maturity of the Notes pursuant to Section 502 of the Base Indenture or to
      pursue any rights or remedies hereunder; provided that all Guarantor
      Senior Indebtedness then or thereafter due or declared to be due shall
      first be paid in full before such Holders or the Trustee are entitled to
      receive any payment from the Guarantor of principal of or interest on the
      Notes.

            SECTION 8.17. Execution of Guaranty. To evidence their guaranty to
      the Noteholders specified in Section 8.1, the Guarantor hereby agrees to
      execute the Guaranty in substantially the form above recited to be
      endorsed on each Note authenticated and delivered by the Trustee after the
      Effective Time or, in lieu thereof, stamp each such Note with an
      appropriate notation on such Note. The Guarantor hereby agrees that its
      Guaranty set forth in Section 8.1 shall remain in full force and effect
      notwithstanding any failure to include such endorsement or notation of
      such Guaranty on each Note. If applicable, the Guaranty shall be signed on
      behalf of the Guarantor by its Chairman of the Board, President or a Vice
      President, prior to the authentication of the Note on which it is
      endorsed, and the delivery of such Note by the Trustee, after the
      authentication thereof hereunder, shall constitute due delivery of the
      Guaranty on behalf of the Guarantor. Such signatures upon the Guaranty may
      be manual or facsimile signatures of the present, past or any future such
      officers and may be imprinted or otherwise reproduced on the Guaranty, and
      in case any such officer who shall have signed the Guaranty shall cease to
      be such officer before the Note on which such Guaranty is endorsed shall
      have been authenticated and delivered by the Trustee or disposed of by the
      Company, such Note nevertheless may be authenticated


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<PAGE>
      and delivered or disposed of as though the person who signed the Guaranty
      had not ceased to be such officer of the Guarantor.

              SECTION 8.18.  Guarantors May Consolidate, Etc. on Certain Terms.

                  (a) Except as set forth in Article __ of the Base Indenture,
      nothing contained in this Indenture or in any of the Notes shall prevent
      any consolidation or merger of the Guarantor with or into the Company or
      shall prevent any sale or conveyance of the property of the Guarantor as
      an entirety or substantially as an entirety, to the Company. Upon any such
      consolidation, merger, sale or conveyance, the Guaranty given by the
      Guarantor shall no longer have any force or effect.

                  (b) Nothing contained in this Indenture (including, without
      limitation, Section 8.17(a) hereof) or in any of the Notes shall prevent
      any consolidation or merger of the Guarantor with or into a corporation or
      corporations other than the Company (whether or not affiliated with the
      Guarantor), or successive consolidations or mergers in which the Guarantor
      or its successor or successors shall be a party or parties, or shall
      prevent any sale or conveyance of the property of the Guarantor as an
      entirety or substantially as an entirety, to a corporation other than the
      Company (whether or not affiliated with the Guarantor) authorized to
      acquire and operate the same; provided, however, that the Guarantor hereby
      covenants and agrees, that, except as provided in Section 8.17(a), upon
      any such consolidation, merger, sale or conveyance, the Guaranty endorsed
      on the Notes, and the due and punctual performance and observance of all
      of the covenants and conditions of this Indenture to be performed by the
      Guarantor, shall be expressly assumed (in the event that the Guarantor is
      not the surviving corporation in the merger), by supplemental indenture
      satisfactory in form to the Trustee, executed and delivered to the
      Trustee, by the corporation formed by such consolidation, or into which
      the Guarantor shall have been merged, or by the corporation which shall
      have acquired such property. In case of any such consolidation, merger,
      sale or conveyance and upon the assumption by the successor corporation,
      by supplemental indenture, executed and delivered to the Trustee and
      satisfactory in form to the Trustee, of the Guaranty endorsed upon the
      Notes and the due and punctual performance of all of the covenants and
      conditions of this Indenture to be performed by the Guarantor, such
      successor corporation shall succeed to and be substituted for the
      Guarantor, with the same effect as if it had been named herein as a
      Guarantor. Such successor corporation thereupon may cause to be signed the
      Guaranty to be endorsed upon all of the Notes issuable hereunder which
      theretofore shall not have been signed by the Company and delivered to the
      Trustee.

            SECTION 8.19. Securities and Exchange Commission Reports. The
      Guarantor shall file with the Trustee, within 15 days after it files with
      the Securities and Exchange Commission, copies of the quarterly and annual
      reports and the information, documents, and other reports (or copies or
      such portions of any of the foregoing as the Securities and Exchange
      Commission may by rules and regulations prescribe) that it is required to
      file with the Securities and Exchange Commission pursuant to Section 13 or
      15(d) of the Securities Exchange Act of 1934, as amended. The Guarantor
      shall comply with the other provisions of Section 314(a) of the Trust
      Indenture Act of 1939.


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<PAGE>
              SECTION 8.20. Termination of Guaranty. This Guaranty shall
        terminate upon the earlier of the date in which there are no Notes
        outstanding under the Indenture or the provisions of Article Four of the
        Base Indenture have been satisfied in full.

                                    ARTICLE 6
                                  MISCELLANEOUS

      Section 6.1. Notices. Any request, demand, authorization, notice, waiver,
consent or communication shall be in writing and delivered in person or mailed
by first-class mail, postage prepaid, addressed as follows or transmitted by
facsimile transmission (confirmed by guaranteed overnight courier) to the
following facsimile numbers:

            if to the Company:

                  SCI Systems, Inc.
                  2101 West Clinton Avenue
                  Huntsville, Alabama 35805
                  Telephone No.: (256) 882-4800
                  Facsimile No.: (256) 882-4466

            with a copy to:

                  SCI Systems, Inc.
                  2101 West Clinton Avenue
                  Huntsville, Alabama 35805
                  Telephone No.: (256) 882-4800
                  Facsimile No.: (256) 882-4466
                  Attention: Corporate Counsel

            if to Guarantor:

                  Sanmina Corporation
                  2700 North First Street
                  San Jose, California 95134
                  Telephone No.: (408) 964-3500
                  Facsimile No.: (408) 964-3636
                  Attention:  Walter Boileau

            if to the Trustee:

                  Bank One Trust Company, National Association
                  1 Bank One Plaza
                  Mail Code IL1-0823
                  Chicago, Illinois 60670-0823
                  Telephone No.: (312) 407-5252
                  Facsimile No.: (312) 336-8840
                  Attention:  Benita A. Pointer, Global Corporate Trust


                                                                              22
<PAGE>
            The Company, Guarantor or the Trustee by notice given to the other
in the manner provided above may designate additional or different addresses for
subsequent notices or communications.

            Any notice or communication given to a Holder of the Notes shall be
mailed to the Holder of the Notes, by first-class mail, postage prepaid, at the
Holder's address as it appears on the registration books of the Registrar and
shall be sufficiently given if so mailed within the time prescribed.

            Failure to mail a notice or communication to a Holder of the Notes
or any defect in it shall not affect its sufficiency with respect to other
Holders of the Notes. If a notice or communication is mailed in the manner
provided above, it is duly given, whether or not received by the addressee.

            If the Company mails a notice or communication to the Holders of the
Notes, it shall mail a copy to the Trustee and each Registrar, Paying Agent,
Conversion Agent or co-registrar.

      Section 6.2. Separability Clause. In case any provision in this Second
Supplemental Indenture 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.

      Section 6.3. GOVERNING LAW. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

      Section 6.4. No Recourse Against Others. A director, officer, employee or
stockholder, as such, of the Company or Guarantor shall not have any liability
for any obligations of the Company under the Notes or the Company and Guarantor
under the Indenture or for any claim based on, in respect of or by reason of
such obligations or their creation. By accepting a Note, each Holder of the
Notes shall waive and release all such liability. The waiver and release shall
be part of the consideration for the issue of the Notes.

      Section 6.5. Successors. All agreements of the Company and Guarantor in
the Indenture and the Notes shall bind their respective successor. All
agreements of the Trustee in this Indenture shall bind its successor.

      Section 6.6. Notice of Second Supplemental Indenture. After the Effective
Time, any Notes authenticated and delivered in substitution for, or in lieu of,
Notes then outstanding and all Notes presented or delivered to the Trustee on
and after the Effective Time for such purpose shall be either restated to give
the effect to the Second Supplemental Indenture or, in lieu thereof, stamped
with a notation substantially as follows:

                  The principal amount of this Note has become convertible into
            shares of the Common Stock, par value $0.01 per share, of Sanmina
            Corporation, at an initial conversion price per share of $41.35,
            such conversion price being subject to certain adjustments


                                                                              23
<PAGE>
            as set forth in the Indenture. Reference herein to "Common Stock of
            the Company" or the "Company's Common Stock" shall be deemed to be
            to the Common Stock of Sanmina Corporation. The payment of principal
            of, premium, if any, and interest on the Notes has been guaranteed
            by Sanmina Corporation on a subordinated basis as set forth in the
            Indenture. The Indenture and a Supplemental Indenture No. 1, each
            dated as of March 15, 2000, referred to in this Note has been
            amended by a Second Supplemental Indenture, dated as of December __,
            2001, to provide for such convertibility and guarantee. Reference is
            hereby made to said Second Supplemental Indenture, copies of which
            are on file with Sanmina Corporation and SCI Systems, Inc., for a
            statement of the amendment therein made.

      Nothing contained in this Second Supplemental Indenture shall require the
holder of any Note to submit or exchange such Note prior to the Effective Time
in order to obtain the benefits of the Guaranty or any other provisions
hereunder.

      The Company agrees to provide the Trustee with a stamp or means of
reproducing the above legend on the Notes without materially obscuring the text
of the Notes.

      Anything herein contained to the contrary notwithstanding, the Trustee
shall not at any time be under any responsibility to acquire or cause any Note
now or hereafter outstanding to be presented or delivered to it for any purpose
provided for in this Section 6.6.

      Section 6.7. Multiple Originals. The parties may sign any number of copies
of this Second Supplemental Indenture. Each signed copy shall be an original,
but all of them together represent the same agreement. One signed copy is enough
to prove this Second Supplemental Indenture.


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