EXHIBIT
4.13.2


THIS SECOND
SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”), dated as of December 26, 2006, is entered into
between Sanmina-SCI Corporation, a Delaware corporation (the “Company”), and
U.S. Bank National Association, as trustee under the indenture referred to
below (the “Trustee”).


W I T N E S S E T H


WHEREAS, the
Company and the Trustee have entered into an Indenture, dated as of February
24, 2005, as supplemented by the First Supplemental Indenture, dated as of
September 30, 2005 (as supplemented, the “Indenture”),
pursuant to which an aggregate principal amount of $400,000,000 of 63⁄4% Senior
Subordinated Notes due 2013 (the “Notes”)
have been issued, which are guaranteed by the Notes Guarantors;


WHEREAS, Section
1207 of the Indenture provides that under certain circumstances a Notes
Guarantor shall be released from all of its obligations under its Notes
Guarantee, the Indenture and the Registration Rights Agreement (if applicable),
all as more fully set forth in Section 1207 of the Indenture;


WHEREAS, Section
901(a)(4) of the Indenture provides that the Company and the Trustee may enter
into this Supplemental Indenture without the consent of any Holder of a Note in
order to release Notes Guarantees as provided by the terms of the Indenture;


WHEREAS, the
Company has requested that the Trustee enter into this Supplemental Indenture
in order to release each Notes Guarantor from its Notes Guarantee; and


WHEREAS, in
connection with the foregoing, the Company has delivered to the Trustee an
Officers’ Certificate and an Opinion of Counsel, both dated the date hereof, as
required by the Indenture.


NOW THEREFORE, in
consideration of the foregoing and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the Company and
the Trustee mutually covenant and agree for the equal and ratable benefit of
the Holders of the Notes as follows:


1.               CAPITALIZED TERMS.  Capitalized terms used
and not otherwise defined herein shall have the meanings assigned to them in
the Indenture.


2.               EFFECT OF
SUPPLEMENTAL INDENTURE.  This
Supplemental Indenture is being entered into by the Company and the Trustee
immediately after the release of the notes guarantors pursuant to the First
Supplemental Indenture, dated as of December 26, 2006, to the Indenture, dated
as of February 15, 2006, among the Company, the notes guarantors party thereto
and U.S. Bank National Association, as trustee.


3.               RELEASE OF NOTES
GUARANTEES.  Each Notes Guarantor is
hereby released from all of its obligations under its Notes Guarantee, the
Indenture and the Registration Rights Agreement (if applicable).


4.               EFFECT OF HEADINGS.  The headings herein are for convenience only
and shall not affect the construction hereof.


5.               SEPARABILITY
CLAUSE.  In case any provision in this
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.


6.               GOVERNING LAW.  THIS
SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS OF THE STATE OF NEW YORK.


7.               RATIFICATION.  The Indenture is in all respects ratified and
confirmed, and the Indenture and this Supplemental Indenture shall be read,
taken and construed as one and the same instrument.


8.               COUNTERPARTS.  This Supplemental Indenture may be executed
in any number of counterparts, each of which shall be original; but such
counterparts shall together constitute but one and the same instrument.









 



 


9.               THE TRUSTEE.  The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Company.


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