Exhibit 4.3


 


AMENDMENT
NO. 2 TO CREDIT AND GUARANTY
AGREEMENT


 


This
Amendment No. 2 to Credit and Guaranty Agreement (this “Amendment”), dated as of June 6,
2005, 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 Citicorp USA, Inc., as Administrative Agent
(the “Administrative Agent”).


 


RECITALS


 


Reference
is hereby made to the Credit and Guaranty Agreement, dated as of October 26,
2004, entered into by and among the Company, certain subsidiaries of the
Company, as guarantors, Citibank, N.A., as Initial Issuing Bank, Banc of
America Securities LLC, as Syndication Agent, Deutsche Bank Trust Company
Americas, Merrill Lynch, Pierce, Fenner & Smith Incorporated and The
Bank of Nova Scotia, as Co-Documentation Agents, Citigroup Global Markets Inc.
and Banc of America Securities LLC, as Joint Book Managers and Joint Lead
Arrangers, the Administrative Agent, and the Collateral Agent, as amended by
that certain Amendment No.1 dated as of February 15, 2005 (as amended, the
“Credit Agreement”).


 


The
Company has requested that the Lenders agree to certain amendments to the
Credit Agreement in connection with certain proposed transactions to be entered
into by the Company as described 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.                                       Amendment to Definitions.  (a)   Section 1.1 is amended by adding the
following definitions in the proper alphabetical order:


 


“ ‘Refinancing Convertible Securities’ means any
Convertible Indebtedness issued to refinance in whole or in part from time to
time any of the Convertible Securities, the Senior Secured Notes, the
Refinancing Senior Secured Notes, the New Senior Subordinated Notes or the
Refinancing Senior Subordinated Notes, provided such notes do not provide for
any payments of principal (whether through redemption or otherwise) earlier
than the respective Convertible Securities, the Senior Secured Notes, the
Refinancing Senior Secured Notes, the New Senior Subordinated Notes or the
Refinancing Senior Subordinated Notes being refinanced and otherwise do not
contain, in the good faith judgment of the Board of Directors of the


 





















 


Company, more burdensome terms and conditions (other
than interest rates and conversion rates) than such Senior Secured Notes, provided, however,
that in respect of any refinancing of any Convertible Securities, such notes
shall not provide for any payments of principal (whether through redemption or
otherwise but not including conversion into Capital Stock of the Company or any
of its Subsidiaries) earlier than 30 days after the Maturity Date.”


 


“ ‘Refinancing Senior Secured Notes’ means any notes (other
than notes evidencing Convertible Indebtedness) issued to refinance in whole or
in part from time to time any of the Senior Secured Notes or the Refinancing
Senior Secured Notes provided such notes do not provide for any payments of
principal (whether through redemption or otherwise) earlier than the Senior
Secured Notes or the Refinancing Senior Secured Notes being refinanced and
otherwise do not contain, in the good faith judgment of the Board of Directors
of the Company, more burdensome terms and conditions (other than interest rates)
than the Senior Secured Notes.”


 


“ ‘Refinancing Senior Subordinated Notes’ means any notes
(other than notes evidencing Convertible Indebtedness) issued to refinance in
whole or in part from time to time any of the New Senior Subordinated Notes or
the Refinancing Senior Subordinated Notes provided such notes do not provide
for any payments of principal (whether through redemption or otherwise) earlier
than the New Senior Subordinated Notes or the Refinancing Senior Subordinated
Notes being refinanced and otherwise do not contain, in the good faith judgment
of the Board of Directors of the Company, more burdensome terms and conditions
(other than interest rates) than the Senior Secured Notes.”


 


(b)                                 Section 1.1
of the Credit Agreement is hereby amended by amending and restating each of the
following definitions in their entirety as follows:


 


“Convertible Securities”
means (a) Company’s Zero Coupon Notes, (b) the 3.0% Convertible
Subordinated Notes due 2007 issued by SCI Systems, Inc. and (c) and
Refinancing Convertible Securities.


 


“Designated Proceeds Account”
means the account of Company held with Citibank, N.A. from time to time, the
proceeds of which have been designated by Company to be used for the
satisfaction in whole or in part of (a) the Repurchase Obligation or (b) the
refinancing of any Indebtedness under Section 6.1(c), in each case with
any excess proceeds remaining in such account following the Company’s
satisfaction of such Indebtedness or portion thereof being refinanced, to be
paid to the Company upon its written request to the Administrative Agent; provided that the Company is in pro forma compliance with the covenants
set forth in Section 6.7 immediately prior to and immediately following
such payment to it.


 


“New Senior Subordinated Notes Agreement”
means that certain indenture, dated as of February 22, 2005, by and among
the Company, certain subsidiaries of the Company as guarantors, and the
trustee, governing the New Senior Subordinated Notes, as it may be amended,
supplemented, or otherwise modified from time to time and any indenture entered
into in connection with the Refinancing Senior Subordinated Notes.


 


“New Senior Subordinated Notes
Documents” means the New Senior Subordinated Notes, the New
Senior Subordinated Notes Agreement, the New Senior Subordinated Notes


 


2





















 


Guarantees, the Refinancing Senior Subordinated Notes and all other
documents executed and delivered with respect to any of the foregoing.


 


“Senior Secured Note Agreement”
means that certain Indenture, dated as of December 23, 2002, by and among
Company, as issuer, certain subsidiaries thereof as initial guarantors, and
State Street Bank and Trust Company of California, N.A., as trustee, as it may
be amended, supplemented or otherwise modified from time to time and any
indenture entered into in connection with the Refinancing Senior Secured Notes.


 


“Senior Secured Note Documents”
means the Senior Secured Notes, the Senior Secured Note Agreement, the Senior
Secured Note Guarantees, the Refinancing Senior Secured Notes and all other
documents executed and delivered with respect to any of the foregoing.


 


(c)                                  Section 1.1
of the Credit Agreement is hereby further amended by:


 


(i)                                     amending
the definition of “Fixed Charge Coverage Ratio” by deleting the phrase “any
notes or other securities described in clause (A)(i) of
the definition of Revolving Credit Commitment until such time as the proceeds
of such notes or securities are paid to satisfy in full or in part Company’s
Repurchase Obligation” and replacing such phrase with the phrase “the Excluded
Debt Amount”; and


 


(ii)                                  amending
the definition of “Permitted Refinancing” (A) by deleting the phrase “than
the Indebtedness being refinanced or extended” in the third and fourth lines
thereof and replacing such phrase with the phrase “(other than interest rates
and conversion rates) than the Senior Secured Notes as in effect on the date
hereof (determined in good faith by the Board of Directors of the Company)” and
(B) by deleting the word “provided”
in the fifth line thereof and replacing such word with the words “provided,
however, that in respect of any refinancing or extension of any
Convertible Securities, the average life to maturity of such Indebtedness shall
be greater than that of the Indebtedness evidenced hereby and provided,
further”.


 


3.                                       Amendment to Section 6.1(c).  Section 6.1(c) is
hereby amended by adding at the end thereof the following:


 


“, in
each case including successive Permitted Refinancings provided, that the net proceeds of any
Indebtedness incurred as a Permitted Refinancing prior to the purchase,
redemption, exchange or repayment of the Indebtedness subject to such Permitted
Refinancing shall be immediately deposited in the Designated Proceeds Account.”


 


4.                                       Amendment to Section 6.1(g).  Section 6.1(g) is
hereby amended by adding at the end thereof the following:


 


“ and (iii) guaranties by
the Company or any Subsidiary of the obligations of its Foreign Subsidiaries
arising under sales of receivables owned by such Foreign Subsidiaries permitted
by Section 6.8(d);”


 


5.                                       Amendment to Section 6.2. Section 6.2 (o) is hereby amended by adding
at the end thereof the following:


 


3





















 


“ and Liens encumbering assets of
Foreign Subsidiaries securing their obligations arising under sales of
receivables owned by such Foreign Subsidiaries permitted by Section 6.8(d);”


 


6.                                       Amendment to Section 6.3.  Section 6.3
is hereby amended by adding the following after the word “acquired” at the end
thereof: “; and (h) restrictions imposed in connection with sales of
receivables owned by Foreign Subsidiaries permitted by Section 6.8(d).”


 


7.                                       Amendment to Section 6.5.  Section 6.5
is hereby amended by deleting the word “and” prior to “(x)” and adding the
following after the word “refinanced” at the end thereof: “; and
(xi) contained in agreements or documents entered into in connection with
sales of receivables owned by Foreign Subsidiaries permitted by Section 6.8(d).”


 


8.                                       Amendment to Section 6.8.  Section 6.8
(d) is hereby amended and restated in its entirety to read as follows: “sales
of receivables by any Foreign Subsidiary pursuant to a factoring or similar
arrangement; provided, that (i) the
cash consideration for any such sale shall be for an amount equal to at least
95% of the face amount of such receivables and (ii) the face amount of all
receivables sold and outstanding at any time shall not exceed $400.0 million”.


 


9.                                       Conditions Precedent.  This
Amendment shall become effective upon the satisfaction of each of the following
conditions precedent:


 


(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.


 


10.                                 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) 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).


 


4





















 


11.                                 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.


 


12.                                 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.


 


13.                                 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.


 


14.                                 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).


 


15.                                 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 an manually executed counterpart of this
Amendment.


 


16.                                 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.


 


17.                                 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 (i) notwithstanding the effectiveness of this Amendment,
such Guarantor’s Guaranty shall remain in full force and effect without
modification thereto and (ii) 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 17.  Each of the Guarantors hereby further
acknowledges that Company, Administrative Agent,


 


5





















 


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]


 


6





















 


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/ David L. White

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David
  L. White

  
	
   

  	
   

  	
  Title:

  	
  EVP
  and CFO

  
					



 


7





















 


	
   

  	
  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.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  All
  By:

  	
  /s/
  Walter Boileau

  	
   

  
	
   

  	
   

  	
  Name:  Walter
  Boileau

  
	
   

  	
   

  	
  Title:

  



 


8





















 


	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
  SANMINA-SCI
  SYSTEMS (ALABAMA) INC.,

  
	
   

  	
  its
  Sole Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Walter Boileau

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Walter
  Boileau

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


9





















 


	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
  SCI
  TECHNOLOGY, INC.,

  
	
   

  	
  its
  Sole Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Walter Boileau

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Walter
  Boileau

  
	
   

  	
   

  	
  Title:

  	
   

  
					



 


10





















 


	
   

  	
  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:

  	
   

  
					



 


11





















 


	
   

  	
  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:

  



 


12





















 


	
   

  	
  ADMINISTRATIVE AGENT

  
	
   

  	
  AND LENDER:

  
	
   

  	
   

  
	
   

  	
  CITICORP USA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Avrum Spiegel

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Avrum
  Spiegel

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 


13





















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
  ABN AMRO BANK N.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William W. Davidson

  	
   

  
	
   

  	
   

  	
  Name:

  	
  William
  W. Davidson

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bassam Wehbe

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Bassam
  Wehbe

  
	
   

  	
   

  	
  Title:

  	
  Director

  
					



 


14





















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sugeet Manchanda Madan

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Sugeet
  Manchanda Madan

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President

  
					



 


15





















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST COMPANY

  AMERICAS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul O’ Leary

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Paul
  O’ Leary

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Carin M. Keegan

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Carin
  M. Keegan

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 


16





















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
  KEYBANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert W. Boswell

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert
  W. Boswell

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 


17





















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
  MERRILL LYNCH BANK USA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Louis Alder

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Louis
  Alder

  
	
   

  	
   

  	
  Title:

  	
  Director

  
					



 


18





















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NOVA SCOTIA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chris Osborn

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Chris
  Osborn

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
					



 


19





















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
  United Overseas Bank Ltd, New York Agency

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kwong Yew Wong

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Kwong
  Yew Wong

  
	
   

  	
   

  	
  Title:

  	
  FVP &
  General Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Philip Cheong

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Philip
  Cheong

  
	
   

  	
   

  	
  Title:

  	
  VP &
  Deputy General Manager

  
					



 


20





















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
  WELLS FARGO BANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeff Bailard

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jeff
  Bailard

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
					



 


21