EXHIBIT 10.1


 


FIRST AMENDMENT AGREEMENT


 


FIRST AMENDMENT AGREEMENT, dated as of November 26,
2007 (this “First Amendment”), to the Revolving Trade Receivables Purchase
Agreement, dated as of September 21, 2007 (as amended, supplemented or
otherwise modified from time to time, the “Receivables Purchase Agreement”),
among Sanmina-SCI Magyarorszag Elektronikai Gyarto Kft and Sanmina-SCI Systems
de Mexico, S.A. de C.V., as Originators, Sanmina-SCI Corporation and
Sanmina-SCI UK Ltd., as Servicers, the several banks and other financial
institutions or entities from time to time parties thereto, as Purchasers, and
Deutsche Bank AG New York Branch, as Administrative Agent.  Unless otherwise defined herein, terms used
herein shall have the meanings assigned thereto in the Receivables Purchase
Agreement.


 


W I T N E S S E T H :


 


WHEREAS, the Servicers have requested that certain
provisions of the Receivables Purchase Agreement be amended, so that they may
elect to extend the Facility Termination Date; and


 


WHEREAS, the Purchasers are willing to agree to such
amendment only upon the terms and subject to the conditions set forth herein;
and


 


NOW, THEREFORE, in consideration of the premises and
the mutual covenants contained herein, the Servicers, the Originators, the Purchasers
and the Administrative Agent  hereby
agree as follows:


 


1.             Amendments
to the Receivables Purchase Agreement


 


The definition of “Facility Termination Date” is
hereby amended to read in its entirety as follows:


 


“Facility Termination Date” means the earlier of (i) March 21,
2008, and (ii) the date on which the Administrative Agent delivers to the
Servicers a notice of termination as a result of a Termination Event in
accordance herewith (or the date on which such termination becomes effective
automatically pursuant to Section 7); provided, however that the Servicers
may elect, by notice in writing to the Administrative Agent not later than 30
days prior to March 21, 2008, to extend the Facility Termination Date for
an additional  18 months from March 21,
2008.  The effectiveness of such election
shall require written acceptance thereof by the Purchasers, which acceptance
will be subject to then-prevailing market conditions with respect to Obligor
Limits and Applicable Margins, all necessary credit and insurance approvals,
execution of mutually satisfactory documentation and there having occurred and
continuing no Termination Event or Incipient Termination Event..


 


2.             Representations
and Warranties


 


Each of the Originators and the Servicers, as of the
date hereof and after giving effect to the amendments contained herein, hereby
confirms, reaffirms and restates the representations and warranties made by it
in the Receivables Purchase Agreement and otherwise in the Transaction
Documents to which it is a party, all as if made on the date hereof, and hereby
represents and warrants to the Purchasers, the Administrative Agent and the
Collateral Agent that no Termination Event or Incipient Termination Event has
occurred and is continuing after giving effect to the terms hereof.


 


3.             Effectiveness


 


This First Amendment shall become effective on the
date upon which  the Administrative Agent
shall have received counterparts of this First Amendment, duly executed and
delivered by the Originators, the Servicers, the Administrative Agent and the
Required Purchasers, as the case may be;


 

















4.             Limited
Effect


 


The execution, delivery and effectiveness of this
First Amendment shall not, except as expressly provided herein, operate as a
waiver of any right, power or remedy of the Administrative Agent or any
Purchaser under the Receivables Purchase Agreement or any other Transaction
Document, nor constitute a waiver of compliance with any provision of the
Receivables Purchase Agreement or any other Transaction Document.  Except as expressly amended, modified and
supplemented herein, all of the provisions and covenants of the Receivables
Purchase Agreement and the other Transaction Documents are and shall continue
to remain in full force and effect in accordance with the terms thereof and are
hereby in all respects ratified and confirmed. 
Each reference to the Receivables Purchase Agreement in any Transaction
Document shall be a reference to the Receivables Purchase Agreement as amended
by this First Amendment.


 


5.             Confirmation
of Guarantee


 


By its execution and delivery hereof, Sanmina-SCI
Corporation hereby confirms that the Guarantee dated as of September 21,
2007 in favor of the Administrative Agent is and shall remain in full force and
effect after the effectiveness of this First Amendment and hereby confirms its
obligations under the Guarantee after giving effect to this First Amendment.


 


6.             Governing
Law; Counterparts


 


(a) This First Amendment and the rights and
obligations of the parties hereto shall be governed by, and construed and
interpreted in accordance with, the laws of the State of New York.  The provisions of Section 9.12 of the
Receivables Purchase Agreement shall apply mutatis mutandis as if set forth in
full herein.


 


(b)  This First
Amendment may be executed by one or more of the parties hereto on any number of
separate counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.  This First Amendment may be delivered by facsimile
transmission of the relevant signature pages hereof.


 


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IN WITNESS
WHEREOF, the parties hereto have caused this First Amendment to be duly
executed and delivered by their proper and duly authorized officers as of the
day and year first above written.


 




	
  ORIGINATORS

  	
   

  	
  SANMINA-SCI
  MAGYARORSZAG ELEKTRONIKAI GYARTO KFT.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  SANMINA-SCI SYSTEMS DE MEXICO, S.A. DE C.V.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  SERVICERS

  	
   

  	
  SANMINA-SCI CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  SANMINA-SCI UK LTD.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
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  ADMINISTRATIVE AGENT

  	
  DEUTSCHE BANK AG, NEW
  YORK BRANCH,

  as Administrative Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
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  PURCHASERS

  	
  DEUTSCHE BANK AG, NEW
  YORK BRANCH

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
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