EXHIBIT 4.15.1


AMENDMENT
NO. 3 AND WAIVER TO AMENDED AND RESTATED


CREDIT AND GUARANTY AGREEMENT


This
Amendment No. 3 and Waiver to Amended and Restated Credit and Guaranty
Agreement (this “Amendment”),
dated as of December 29, 2006, is made by Sanmina-SCI Corporation, a Delaware
corporation (the “Company”),
each of the subsidiaries of the Company listed on the signature pages hereto
(the “Guarantors”),
the Lenders party hereto, Citibank, N.A., as Collateral Agent (the “Collateral Agent”),
and Bank of America, N.A., as Administrative Agent (the “Administrative Agent”).


RECITALS


Reference
is hereby made to the Amended and Restated Credit and Guaranty Agreement, dated
as of December 16, 2005, entered into by and among the Company, certain
subsidiaries of the Company, as guarantors, the lenders from time to time party
thereto, Bank of America, N.A., as Initial Issuing Bank, Citicorp USA, Inc., as
Syndication Agent, The Bank of Nova Scotia, Deutsche Bank Trust Company
Americas and KeyBank National Association, as Co-Documentation Agents, Banc of
America Securities LLC and Citigroup Global Markets Inc., as Joint Book
Managers and Joint Lead Arrangers, the Administrative Agent and the Collateral
Agent, as amended by that certain Amendment No. 1 to Amended and Restated
Credit and Guaranty Agreement, dated as of June 30, 2006, and that certain
Amendment No. 2 and Waiver to Amended and Restated Credit and Guaranty
Agreement (“Amendment
No. 2”), dated as of October 13, 2006 (collectively, the “Credit Agreement”),
that certain Letter Waiver, dated as of August 10, 2006, entered into by and
among the parties to the Credit Agreement, as extended by the Letter Waiver
Extension, dated as of August 31, 2006, Amendment No. 2 and that certain Waiver
and Letter Extension No. 2, dated as of December 7, 2006 (collectively, the “Waiver”).


The
Company has requested that the Lenders agree to a waiver under the Credit
Agreement and certain amendments thereof as set forth herein and the Lenders
have agreed to such request on the terms and conditions set forth herein.


AGREEMENT


NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:


1.                                       Definitions.  Unless otherwise expressly defined herein,
all capitalized terms used herein and defined in the Credit Agreement shall be
used herein as so defined.  Unless
otherwise expressly stated herein, all Section and Article references herein
shall refer to Sections and Articles of the Credit Agreement.


2.                                       Amendments
to Credit Agreement.  (a)  The definition of “EBITDA” is amended by
deleting the word “and” before “(xi)” therein and substituting therefor “,” and
by adding before the second proviso in such definition the following:










 



“and
(xii) an amount, not to exceed $25 million, in respect of non-recurring charges
incurred in the fourth Fiscal Quarter of 2006 or the first Fiscal Quarter of
2007 and as specified in Schedule 1.2,”


(b)                                 The definition of “Fixed
Charge Coverage Ratio” is amended (i) by deleting the figure “$30,000,000”
therein and substituting therefor the figure “$55,000,000” and (ii) by adding,
after the words “Excluded Debt Amount”, the words “, from and after October 13,
2006, any interest paid in respect of the 3% Notes,”.


(c)                                  The definition of “Historical
Financial Statements” is amended by adding at the end thereof the following:


“,
in each case as restated as part of the Company’s Quarterly Report on Form 10-Q
for the Fiscal Quarter ended July 1, 2006.”


(d)                                 The definition of “Leverage
Ratio” is amended by adding, after the words “Excluded Debt Amount”, the words “and,
from and after October 13, 2006, the 3% Notes”.


(e)                                  Section 5.1(a) of the
Credit Agreement is amended by deleting that portion of the first two lines
thereof through the words “Fiscal Year,” and substituting therefor the
following:


“as soon as
available, and in any event no later than the date required therefor by the
applicable rules and regulations established by the Securities and Exchange Commission
(‘SEC’), including giving effect to SEC Rule 12b-25,”


(f)                                    Section 5.1(b) of
the Credit Agreement is amended by deleting that portion of the first two lines
thereof through the words “Fiscal Year,” and substituting therefor the
following:


“as soon as
available, and in any event no later than the date required therefor by the
applicable rules and regulations established by the SEC, including giving
effect to SEC Rule 12b-25,”


(g)                                 Section 5.13 of the
Credit Agreement is deleted in its entirety.


(h)                                 Section 6.7(a) of the
Credit Agreement is deleted in full and replaced by the following:


“(a) Fixed Charge Coverage Ratio.  Company shall not permit the Fixed Charge
Coverage Ratio as of the last day of any Fiscal Quarter: for any Fiscal Quarter
ending on or before September 2006 to be less than 1.75:1.00; for the Fiscal
Quarters ending December 2006 and March 2007 to be less than 1.35:1.00; for the
Fiscal Quarters ending June 2007 and September 2007 to be less than 1.50:1.00;
and thereafter to be less than 1.75:1.00.”


(i)                                     Section 6.7(b) of
the Credit Agreement is amended by deleting the table therein and replacing it
with the following:



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  Fiscal Quarter Ending

  	
   

  	
  Ratio

  
	
  December 2005

  	
   

  	
  5.00:1.00

  
	
  April 2006

  	
   

  	
  5.00:1.00

  
	
  July 2006

  	
   

  	
  4.75:1.00

  
	
  September 2006

  	
   

  	
  4.75:1.00

  
	
  December 2006

  	
   

  	
  5.25:1.00

  
	
  March 2007

  	
   

  	
  5.25:1.00

  
	
  June 2007

  	
   

  	
  5.00:1.00

  
	
  September 2007

  	
   

  	
  4.75:1.00

  
	
  December 2007

  	
   

  	
  4.50:1.00

  
	
  March 2008

  	
   

  	
  4.50:1.00

  
	
  June 2008

  	
   

  	
  4.25:1.00

  
	
  September 2008

  	
   

  	
  4.25:1.00

  



 


(j)                                     Section 9.11 of
the Credit Agreement is amended by deleting subsection (b) in its entirety and
re-lettering subsection “(c)” as “(b)”.


(k)                                  Schedule 1.2 attached
hereto is added to and made a part of the Credit Agreement


3.                                       Waiver
and Consent.  (a)  Subject to the terms and conditions set forth
herein, the Lenders hereby waive compliance by the Company with the provisions
of Section 6.7(a) of the Credit Agreement solely for the Fiscal Quarter ended
September 2006 and any Default or Event of Default, and the consequences
thereof, that may have arisen as a result of any noncompliance with such
section for such Fiscal Quarter.  This
Section shall be deemed to constitute the notice of such Default or Event of
Default required under Section 5.1(e) of the Credit Agreement.


(b)                                 The waiver set forth
above relates solely to the noncompliance by the Borrower with the provisions
of Section 6.7(a) of the Credit Agreement to the extent described above and
nothing in this Amendment shall be deemed to:


(i)             constitute a waiver
of compliance by the Company with respect to (A) Section 6.7(a) of the Credit
Agreement in any other instance or as it relates to any other provision, right
or remedy of the Agent or the Lenders under the Credit Documents in respect of
a Default or an Event of Default or (B) any other term, provision or condition
of the Credit Agreement or any other instrument or agreement referred to
therein; or


(ii)          prejudice, except as
provided in the foregoing waiver, any right or remedy that the Agent or any
Lender may now have or may have hereafter under or in connection with the
Credit Agreement or any other instrument or agreement referred to therein.


4.                                       Conditions
Precedent.  This Amendment shall
become effective upon the satisfaction of each of the following conditions
precedent (the date on which such conditions are satisfied hereinafter the “Amendment Effective Date”):



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(a)                                  The Administrative
Agent shall have received evidence that this Amendment has been duly executed
and delivered by the Company, the Guarantors and the Requisite Lenders.


(b)                                 The representations
and warranties contained herein and in the Credit Agreement shall be true and
correct in all material respects as of the date hereof as if made on the date
hereof (except for those which by their terms specifically refer to an earlier
date, in which case such representations and warranties shall be true and
correct in all material respects as of such earlier date).


(c)                                  No Default or Event
of Default shall have occurred and be continuing after giving effect to this
Amendment and the Waiver.


(d)                                  The Administrative
Agent shall have received, for the benefit of each Lender that has executed
this Amendment on or before 12:00 noon (Charlotte time) on December 29, 2006, a
fee from the Company in an amount equal to 0.25% of the Revolving Credit
Commitment of each Lender which amount shall be distributed to each Lender no
later than the Business Day immediately succeeding the Amendment Effective
Date.


5.                                       Representations
and Warranties.  The Company hereby
represents and warrants to the Administrative Agent and the Lenders that, as of
the date hereof and after giving effect to this Amendment, (a) all
representations and warranties set forth in the Credit Agreement are true and
correct in all material respects as if made again on and as of such date
(except for those which by their terms specifically refer to an earlier date,
in which case such representations and warranties shall be true and correct in
all material respects as of such earlier date), (b) except as has been waived
by the Requisite Lenders in the Waiver, no Default or Event of Default has
occurred and is continuing and (c) the Credit Agreement (as amended by this
Amendment) and all other Credit Documents are and remain legal, valid, binding
and enforceable obligations of the Credit Parties in accordance with the terms
thereof except as may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws relating to or limiting creditors’ rights generally
or by equitable principles (regardless of whether enforcement is sought in
equity or at law).


6.                                       Survival
of Representations and Warranties. 
All representations and warranties made in this Amendment shall survive
the execution and delivery of this Amendment, and no investigation by the
Administrative Agent or the Lenders shall affect the representations and
warranties or the right of the Administrative Agent or the Lenders to rely upon
them.  If any representation or warranty
made in this Amendment is false in any material respect when made, then such
shall constitute an Event of Default under the Credit Agreement.


7.                                       Reference
to Agreement.  Each of the Credit
Documents, including the Credit Agreement, and any and all other agreements,
documents or instruments now or hereafter executed and/or delivered pursuant to
the terms hereof or pursuant to the terms of the Credit Agreement as amended
hereby, are hereby amended so that any reference in such Credit Documents to
the Credit Agreement, whether direct or indirect, shall mean a reference to the
Credit Agreement as amended hereby.  This
Amendment shall constitute a Credit Document.



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8.                                       Costs
and Expenses.  The Company shall pay
on demand all reasonable costs and expenses of the Administrative Agent
(including the reasonable fees, costs and expenses of counsel to the Administrative
Agent) incurred in connection with the preparation, execution and delivery of
this Amendment.


9.                                       Governing
Law.  This Amendment shall be
construed in accordance with and governed by the laws of the State of New York
(including Sections 5-1401 and 5-1402 of the General Obligations Law of the
State of New York).


10.                                 Execution.  This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a
signature page to this Amendment by telecopier shall be effective as delivery
of a manually executed counterpart of this Amendment.


11.                                 Limited
Effect.  This Amendment relates only
to the specific matters expressly covered herein, shall not be considered to be
a waiver of any rights or remedies any Lender or Agent may have under the
Credit Agreement or under any other Credit Document, and shall not be
considered to create a course of dealing or to otherwise obligate in any
respect any Lender or Agent to execute similar or other consents under the same
or similar or other circumstances in the future.


12.                                 Ratification
by Guarantors.  Each of the
Guarantors acknowledges that its consent to this Amendment is not required, but
each of the undersigned nevertheless does hereby agree and consent to this
Amendment and to the documents and agreements referred to herein.  Each of the Guarantors agrees and
acknowledges that (a) notwithstanding the effectiveness of this Amendment, such
Guarantor’s Guaranty shall remain in full force and effect without modification
thereto and (b) nothing herein shall in any way limit any of the terms or
provisions of such Guarantor’s Guaranty or any other Credit Document executed
by such Guarantor (as the same may be amended from time to time), all of which
are hereby ratified, confirmed and affirmed in all respects.  Each of the Guarantors hereby agrees and acknowledges
that no other agreement, instrument, consent or document shall be required to
give effect to this Section 12.  Each of
the Guarantors hereby further acknowledges that Company, Administrative Agent,
Collateral Agent and any Lender may from time to time enter into any further
amendments, modifications, terminations and/or waivers of any provision of the
Credit Documents without notice to or consent from such Guarantor and without
affecting the validity or enforceability of such Guarantor’s Guaranty or giving
rise to any reduction, limitation, impairment, discharge or termination of such
Guarantor’s Guaranty.


[The remainder of this page is
intentionally left blank]



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IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their respective officers thereunto duly authorized as of the date
first written above.


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  SANMINA-SCI CORPORATION,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /S/ WALTER BOILEAU

  	
   

  
	
   

  	
   

  	
  Name: Walter Boileau

  
	
   

  	
   

  	
  Title:   Vice
  President and Treasurer

  



 


Signature Page to
Sanmina Amendment No. 3









 



 


	
  

  	
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  HADCO CORPORATION

  
	
   

  	
  HADCO SANTA CLARA, INC.

  
	
   

  	
  SCI TECHNOLOGY, INC.

  
	
   

  	
  VIKING INTERWORKS INC.

  
	
   

  	
  COMPATIBLE MEMORY, INC.

  
	
   

  	
  SCI SYSTEMS, INC.

  
	
   

  	
  SANMINA-SCI SYSTEMS (ALABAMA) INC.

  
	
   

  	
  SANMINA-SCI SYSTEMS HOLDINGS, INC.

  
	
   

  	
  INTERAGENCY, INC.

  
	
   

  	
  SANMINA-SCI
  SYSTEMS ENCLOSURES (DENTON) INC.

  
	
   

  	
  SCIMEX, INC.

  
	
   

  	
  NEWISYS, INC.

  
	
   

  	
  SANMINA-SCI ENCLOSURES USA INC.

  
	
   

  	
  SANMINA-SCI USA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  All By:

  	
    /S/ WALTER BOILEAU

  	
   

  
	
   

  	
  Name: Walter Boileau

  
	
   

  	
  Title:   Vice
  President and Treasurer

  



 


Signature Page to
Sanmina Amendment No. 3









 



 


	
  

  	
  SCI PLANT No. 5, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
  SANMINA-SCI SYSTEMS (ALABAMA) INC.,

  
	
   

  	
  its Sole Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /S/ WALTER BOILEAU

  	
   

  
	
   

  	
   

  	
  Name: Walter Boileau

  
	
   

  	
   

  	
  Title:   Vice
  President and Treasurer

  



 


Signature Page to
Sanmina Amendment No. 3









 



 


	
  

  	
  SCI PLANT No. 22, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
  SCI TECHNOLOGY, INC.,

  
	
   

  	
  its Sole Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /S/ WALTER BOILEAU

  	
   

  
	
   

  	
   

  	
  Name: Walter Boileau

  
	
   

  	
   

  	
  Title:   Vice
  President and Treasurer

  



 


Signature Page to
Sanmina Amendment No. 3









 



 


	
  

  	
  SANMINA GENERAL, L.L.C.

  
	
   

  	
  SANMINA LIMITED, L.L.C.

  
	
   

  	
   

  
	
   

  	
  All by:

  
	
   

  	
   

  
	
   

  	
  SANMINA-SCI CORPORATION,

  
	
   

  	
  their Sole Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /S/ WALTER BOILEAU

  	
   

  
	
   

  	
   

  	
  Name: Walter Boileau

  
	
   

  	
   

  	
  Title:   Vice
  President and Treasurer

  



 


Signature Page to
Sanmina Amendment No. 3









 



 


	
  

  	
  SANMINA TEXAS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  SANMINA GENERAL, L.L.C.,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  SANMINA-SCI CORPORATION,

  
	
   

  	
   

  	
  its Sole Member

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /S/ WALTER BOILEAU

  	
   

  
	
   

  	
   

  	
  Name: Walter Boileau

  
	
   

  	
   

  	
  Title:   Vice
  President and Treasurer

  



 


Signature Page to
Sanmina Amendment No. 3









 



 


	
  

  	
  ADMINISTRATIVE AGENT

  AND LENDER:

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /S/ KEVIN MCMAHON

  	
   

  
	
   

  	
   

  	
  Name: Kevin McMahon

  
	
   

  	
   

  	
  Title: Senior Vice President

  



 


Signature Page to
Sanmina Amendment No. 3









 



 


	
  

  	
  COLLATERAL AGENT:

  
	
   

  	
   

  
	
   

  	
  CITIBANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature Page to
Sanmina Amendment No. 3









 



 


	
  

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
  CITICORP USA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature Page to
Sanmina Amendment No. 3















 


	
  

  	
  THE BANK OF NOVA SCOTIA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


Signature Page to
Sanmina Amendment No. 3









 



 


	
  

  	
  DEUTSCHE BANK TRUST COMPANY

  AMERICAS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /S/ PAUL O’LEARY

  	
   

  
	
   

  	
   

  	
  Name: Paul O’Leary

  
	
   

  	
   

  	
  Title:   Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /S/ OMAYRA LAUCELLA

  	
   

  
	
   

  	
   

  	
  Name: Omayra Laucella

  
	
   

  	
   

  	
  Title:   Vice
  President

  
					



 


Signature Page to
Sanmina Amendment No. 3









 



 


	
  

  	
  KEYBANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /S/ RAED Y. ALFAYOUMI

  	
   

  
	
   

  	
   

  	
  Name: Raed Y. Alfayoumi

  
	
   

  	
   

  	
  Title:   Vice
  President

  



 


Signature Page to
Sanmina Amendment No. 3









 



 


	
  

  	
  SUNTRUST BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


Signature Page to
Sanmina Amendment No. 3









 



 


	
  

  	
  WELLS FARGO BANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /S/ GAVIN S. HOLI

  	
   

  
	
   

  	
   

  	
  Name: Gavin S. Holi

  
	
   

  	
   

  	
  Title:   Vice
  President

  



 


Signature Page to
Sanmina Amendment No. 3









 



 


	
  

  	
  U.S. BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


Signature Page to
Sanmina Amendment No. 3









 



Schedule
1.2


1.  Charges arising from the write-off of
approximately $15 million of excess and obsolete inventories from transition
out of the original design manufacturing business.


2.  Charges arising from the recording of a $5
million reserve against certain aged receivables.


3.  Charges arising from the one-time accrual of
approximately $5 million for rework claims related to certain components
utilized in products shipped to a customer that are being recalled.


Schedule 1.2 to
Sanmina Amendment No. 3