Exhibit 10.72


 


$250,000,000


 


REVOLVING TRADE RECEIVABLES
PURCHASE AGREEMENT


 


among


 


SANMINA-SCI MAGYARORSZÁG

ELEKTRONIKAI GYÁRTÓ KFT,


SANMINA MAGYARORSZÁG
ELEKTROTECHNIKAI


RÉSZEGYSÉGGYÁRTÓ KFT,


SANMINA-SCI EMS HAUKIPUDAS OY,


SANMINA-SCI ENCLOSURE SYSTEMS OY,


SANMINA-SCI SYSTEMS SINGAPORE
PTE. LTD.,


SANMINA-SCI ISRAEL MEDICAL
SYSTEMS LTD.,


SANMINA-SCI SYSTEMS CANADA,
INC.

and

SANMINA-SCI SYSTEMS (THAILAND), LTD.,

as Originators


 


SANMINA-SCI CORPORATION,

SANMINA-SCI UK LTD.,


SANMINA-SCI SYSTEMS SINGAPORE
PTE. LTD.

and

SANMINA-SCI ISRAEL MEDICAL SYSTEMS LTD.,

as Servicers,


 


THE SEVERAL BANKS AND OTHER
FINANCIAL INSTITUTIONS

OR ENTITIES FROM TIME TO TIME PARTIES HERETO

as Purchasers,


 


and


 


DEUTSCHE BANK AG, NEW YORK
BRANCH,

as Administrative Agent


 


Dated as of June 26, 2008


 


DEUTSCHE BANK AG NEW YORK, as
Sole Advisor, Lead Arranger and Book Manager


 

















 


Table of
Contents


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  Section 1.

  	
  DEFINITIONS

  	
  1

  
	
   

  	
  1.1.

  	
  Defined Terms

  	
  1

  
	
   

  	
  1.2.

  	
  Other Definitional Provisions

  	
  14

  
	
   

  	
   

  	
   

  
	
  Section 2.

  	
  THE INVESTMENTS

  	
  15

  
	
   

  	
  2.1.

  	
  Purchaser’s Investment Limits

  	
  15

  
	
   

  	
  2.2.

  	
  Procedure for Making Purchases

  	
  15

  
	
   

  	
  2.3.

  	
  Sale and Assignment

  	
  16

  
	
   

  	
  2.4.

  	
  Fees

  	
  16

  
	
   

  	
  2.5.

  	
  Computation and Payments; Commitment Fees

  	
  17

  
	
   

  	
  2.6.

  	
  Pro Rata Treatment and Payments

  	
  17

  
	
   

  	
  2.7.

  	
  Requirements of Law

  	
  18

  
	
   

  	
  2.8.

  	
  Taxes

  	
  19

  
	
   

  	
  2.9.

  	
  Indemnity

  	
  20

  
	
   

  	
  2.10.

  	
  Replacement of Purchasers

  	
  22

  
	
   

  	
  2.11.

  	
  Evidence of Purchased Interests

  	
  22

  
	
   

  	
   

  	
   

  
	
  Section 3.

  	
  REPRESENTATIONS AND WARRANTIES

  	
  22

  
	
   

  	
  3.1.

  	
  Financial Condition

  	
  22

  
	
   

  	
  3.2.

  	
  No Change

  	
  23

  
	
   

  	
  3.3.

  	
  Existence; Compliance with Law

  	
  23

  
	
   

  	
  3.4.

  	
  Power; Authorization; Enforceable
  Obligations

  	
  23

  
	
   

  	
  3.5.

  	
  No Legal Bar

  	
  24

  
	
   

  	
  3.6.

  	
  Litigation

  	
  24

  
	
   

  	
  3.7.

  	
  No Default

  	
  24

  
	
   

  	
  3.8.

  	
  Ownership of Property; Liens

  	
  24

  
	
   

  	
  3.9.

  	
  Taxes

  	
  25

  
	
   

  	
  3.10.

  	
  Federal Regulations

  	
  25

  
	
   

  	
  3.11.

  	
  Investment Company Act; Other Regulations

  	
  25

  
	
   

  	
  3.12.

  	
  Accuracy of Information, etc

  	
  25

  
	
   

  	
  3.13.

  	
  Solvency

  	
  26

  
	
   

  	
  3.14.

  	
  Security Documents

  	
  26

  
	
   

  	
  3.15.

  	
  Principal Place of Business

  	
  26

  
	
   

  	
  3.16.

  	
  Accounting for Scheduled Receivables

  	
  26

  
	
   

  	
   

  	
   

  
	
  Section 4.

  	
  CONDITIONS PRECEDENT

  	
  26

  
	
   

  	
  4.1.

  	
  Conditions Precedent to Initial Purchase

  	
  26

  
	
   

  	
  4.2.

  	
  Conditions Precedent to All Purchases

  	
  28

  
	
   

  	
   

  	
   

  
	
  Section 5.

  	
  AFFIRMATIVE COVENANTS

  	
  29

  
	
   

  	
  5.1.

  	
  Financial Statements

  	
  29

  
	
   

  	
  5.2.

  	
  Payment of Obligations

  	
  30

  
	
   

  	
  5.3.

  	
  Maintenance of Existence; Compliance

  	
  30

  
	
   

  	
  5.4.

  	
  Maintenance of Property; Insurance

  	
  30

  
	
   

  	
  5.5.

  	
  Inspection of Property; Books and Records;
  Discussions

  	
  31

  
	
   

  	
  5.6.

  	
  Notices

  	
  31

  



 


i

















 


	
   

  	
  5.7.

  	
  Use of Proceeds

  	
  31

  
	
   

  	
  5.8.

  	
  Irrevocable Payment Instructions

  	
  32

  
	
   

  	
  5.9.

  	
  Ownership

  	
  32

  
	
   

  	
  5.10.

  	
  Further Assurances

  	
  32

  
	
   

  	
  5.11.

  	
  Offices, Records, Books of Account

  	
  32

  
	
   

  	
  5.12.

  	
  Sales,
  Liens, Etc

  	
  33

  
	
   

  	
  5.13.

  	
  Extension
  or Amendment of Receivables; Changes to Contract

  	
  33

  
	
   

  	
  5.14.

  	
  Status
  of Scheduled Receivables

  	
  33

  
	
   

  	
  5.15.

  	
  Account
  Generation and Servicing Practices

  	
  33

  
	
   

  	
  5.16.

  	
  Inconsistent
  Instructions

  	
  33

  
	
   

  	
  5.17

  	
  Designation of New Eligible Buyers and New
  Originators

  	
  33

  
	
   

  	
   

  	
   

  
	
  Section 6.

  	
  SERVICER OBLIGATIONS

  	
  35

  
	
   

  	
  6.1.

  	
  Appointment of Servicer

  	
  35

  
	
   

  	
  6.2.

  	
  Duties of Servicers

  	
  36

  
	
   

  	
  6.3.

  	
  Reporting Requirements

  	
  36

  
	
   

  	
  6.4.

  	
  Deposit Requirements

  	
  37

  
	
   

  	
   

  	
   

  
	
  Section 7.

  	
  TERMINATION EVENTS AND REMEDIES

  	
  37

  
	
   

  	
   

  	
   

  
	
  Section 8.

  	
  THE ADMINISTRATIVE AGENT

  	
  39

  
	
   

  	
  8.1.

  	
  Appointment

  	
  39

  
	
   

  	
  8.2.

  	
  Delegation of Duties

  	
  40

  
	
   

  	
  8.3.

  	
  Exculpatory Provisions

  	
  40

  
	
   

  	
  8.4.

  	
  Reliance by Administrative Agent

  	
  41

  
	
   

  	
  8.5.

  	
  Notice of Termination

  	
  41

  
	
   

  	
  8.6.

  	
  Non-Reliance on Administrative Agent and
  Other Purchasers

  	
  41

  
	
   

  	
  8.7.

  	
  Indemnification

  	
  42

  
	
   

  	
  8.8.

  	
  Agent in Its Individual Capacity

  	
  43

  
	
   

  	
  8.9.

  	
  Successor Administrative Agent

  	
  43

  
	
   

  	
  8.10.

  	
  Determination Pursuant to Security
  Documents

  	
  44

  
	
   

  	
  8.11.

  	
  Merger of the Administrative Agent

  	
  44

  
	
   

  	
   

  	
   

  
	
  Section 9.

  	
  MISCELLANEOUS

  	
  44

  
	
   

  	
  9.1.

  	
  Amendments and Waivers

  	
  44

  
	
   

  	
  9.2.

  	
  Notices

  	
  45

  
	
   

  	
  9.3.

  	
  No Waiver; Cumulative Remedies

  	
  47

  
	
   

  	
  9.4.

  	
  Survival of Representations and Warranties

  	
  47

  
	
   

  	
  9.5.

  	
  Payment of Expenses and Taxes

  	
  47

  
	
   

  	
  9.6.

  	
  Successors and Assigns; Participations and
  Assignments

  	
  48

  
	
   

  	
  9.7.

  	
  Adjustments; Set-off

  	
  50

  
	
   

  	
  9.8.

  	
  Counterparts

  	
  51

  
	
   

  	
  9.9.

  	
  Severability

  	
  51

  
	
   

  	
  9.10.

  	
  Integration

  	
  51

  
	
   

  	
  9.11.

  	
  Governing Law

  	
  51

  
	
   

  	
  9.12.

  	
  Submission To Jurisdiction; Waivers

  	
  51

  
	
   

  	
  9.13.

  	
  Waiver of Immunities

  	
  52

  
	
   

  	
  9.14.

  	
  Judgment Currency

  	
  52

  
	
   

  	
  9.15.

  	
  Acknowledgements

  	
  53

  
	
   

  	
  9.16.

  	
  Grant of Security Interest

  	
  53

  
	
   

  	
  9.17.

  	
  WAIVERS OF JURY TRIAL

  	
  53

  
	
   

  	
  9.18.

  	
  Confidentiality

  	
  53

  



 


ii

















 


Schedules


 


	
  Schedule 1.1A

  	
   

  	
  Purchasers’ Investment Limits

  
	
  Schedule 1.1B

  	
   

  	
  Eligible Buyers, Obligor Limits and Applicable Margins

  
	
  Schedule 1.1C

  	
   

  	
  Collection Accounts

  
	
  Schedule 1.1D

  	
   

  	
  Contingent Eligible Buyers

  
	
  Schedule 3.4

  	
   

  	
  Consents, Authorizations, Filings and Notices

  
	
  Schedule 3.14

  	
   

  	
  Actions to Perfect Ownership Interests in Receivables
  (or Security Interests in Collateral)

  
	
  Schedule 3.15

  	
   

  	
  Principal Places of Business

  
	
   

  	
   

  	
   

  
	
  Exhibits

  
	
   

  	
   

  	
   

  
	
  Exhibit A

  	
   

  	
  Form of Collateral Assignment Agreement

  
	
  Exhibit B

  	
   

  	
  Form of Irrevocable Payment Instructions

  
	
  Exhibit C

  	
   

  	
  Form of Opinion of Singapore Counsel to Sanmina Singapore

  
	
  Exhibit D

  	
   

  	
  Form of Opinion of Hungarian Counsel to Sanmina Hungary and to
  Enclosure Hungary

  
	
  Exhibit E

  	
   

  	
  Form of Opinion of U.S. Counsel to the Servicers and the
  Originators

  
	
  Exhibit F

  	
   

  	
  Form of Closing Certificate

  
	
  Exhibit G

  	
   

  	
  Form of Assignment and Acceptance

  
	
  Exhibit H

  	
   

  	
  Form of Collateral Account Agreement

  
	
  Exhibit I

  	
   

  	
  Form of Purchase Notice

  
	
  Exhibit J

  	
   

  	
  Form of Servicers’ Report

  
	
  Exhibit K

  	
   

  	
  Form of Receivables Presentation

  
	
  Exhibit L

  	
   

  	
  Form of Purchase Calculation Notice

  
	
  Exhibit M

  	
   

  	
  Form of Hungarian Receivables Transfer Agreement

  
	
  Exhibit N

  	
   

  	
  Form of Canadian Deed of Assignment

  
	
  Exhibit O

  	
   

  	
  Form of Guarantee

  
	
  Exhibit P

  	
   

  	
  Form of Finnish Receivables Transfer Agreement

  
	
  Exhibit Q

  	
   

  	
  Form of Singapore Assignment Agreement

  
	
  Exhibit R

  	
   

  	
  Form of Thailand Assignment Agreement

  



 


iii

















 


REVOLVING TRADE RECEIVABLES PURCHASE AGREEMENT (this “Agreement”),
dated as of June 26, 2008, among Sanmina-SCI Magyarország Elektronikai
Gyártó Kft, a limited liability company incorporated under the laws of the
Republic of Hungary (“Sanmina Hungary”), Sanmina Magyarország
Elektrotechnikai Részegységgyártó Kft, a limited liability company incorporated
under the laws of the Republic of Hungary (“Enclosure Hungary”),
Sanmina-SCI EMS Haukupudas OY, a limited liability company incorporated under
the laws of the Republic of Finland (“Sanmina Finland”), Sanmina-SCI
Enclosure Systems OY, a limited liability company incorporated under the laws
of the Republic of Finland  (“Enclosure
Finland”), Sanmina-SCI Systems Singapore Pte. Ltd, a limited liability
company incorporated under the laws of Singapore (“Sanmina Singapore”),
Sanmina-SCI Israel Medical Systems Ltd., a limited liability company
incorporated under the laws of Israel (“Sanmina Israel”), Sanmina-SCI
Systems Canada, Inc., a corporation incorporated under the laws of the
Province of Nova Scotia, Canada (“Sanmina Canada”) and Sanmina-SCI
Systems (Thailand) Ltd., a limited liability company organized and existing
under the laws of the Kingdom of Thailand (“Sanmina Thailand”), as
originators hereunder (individually, an “Originator” and collectively,
in such capacities, the “Originators”), and Sanmina-SCI Corporation, a
Delaware corporation (“Sanmina-SCI”), Sanmina-SCI UK Ltd., a company
organized and existing with limited liability under the laws of England and
Wales (“Sanmina United Kingdom”) Sanmina Israel and Sanmina Singapore as
servicers hereunder (Sanmina-SCI, Sanmina United Kingdom, Sanmina Israel and
Sanmina Singapore being, collectively, in such capacities, the “Servicers”),
the several banks and other financial institutions or entities from time to
time parties to this Agreement (the “Purchasers”) and DEUTSCHE BANK AG,
NEW YORK BRANCH, as administrative agent (in such capacity, the “Administrative
Agent”).


 


The parties hereto hereby agree as follows:


 


SECTION 1.    DEFINITIONS


 


1.1.          Defined
Terms.  As used in this Agreement,
the terms listed in this Section 1.1 shall have the respective meanings
set forth in this Section 1.1:


 


“Account Banks”:  Deutsche
Bank AG, New York Branch and each other bank hereafter designated by the
Servicers upon not less than 45 days’ prior written notice to the
Administrative Agent, so long as each such bank has executed and delivered a
deposit account control agreement and other security agreements that the
Administrative Agent requires and is reasonably acceptable to the
Administrative Agent.


 


“Administrative Agent”: 
Deutsche Bank AG, New York Branch, as the administrative agent for the
Purchasers under this Agreement and the other Transaction Documents, together
with any of its successors.


 


“Affiliate”:  as to any
Person, any other Person that, directly or indirectly, is in control of, is
controlled by, or is under common control with, such Person.  For purposes of this definition, “control” of
a Person means the power, directly or indirectly, either to (a) vote 10%
or more of the securities having ordinary voting power for the election of
directors (or persons performing similar functions) of such Person or (b) direct
or cause the direction of the management and policies of such Person, whether
by contract or otherwise.


 

















 


“Agreement”:  as defined
in the preamble hereto.


 


“Applicable Margin”:  as
set forth on Schedule 1.1B.


 


“Applicable Percentage”: 
95%.


 


“Assignee”:  as defined in
Section 9.6(c).


 


“Assignment and Acceptance”: 
an Assignment and Acceptance, substantially in the form of Exhibit G.


 


“Assignor”:  as defined in
Section 9.6(c).


 


“Bank of America Credit Agreement”:  the Amended and Restated Credit and Guaranty
Agreement, dated as of December 16, 2005, among Sanmina-SCI, certain of
its subsidiaries as guarantors, various lenders, Bank of America, N.A., as
Initial Issuing Bank, Citicorp USA Inc., as Syndication Agent, Citibank, N.A.,
as Collateral Agent, and Bank of America, N.A., as Administrative Agent, as
amended by Amendment No. 1 to Amended and Restated Credit and Guaranty
Agreement, dated as of June 30, 2006, Amendment No. 2 and Waiver to
Amended and Restated Credit and Guaranty Agreement, dated as of October 13,
2006, Amendment No. 3 and Waiver to Amended and Restated Credit and
Guaranty Agreement, dated as of December 29, 2006, and Amendment No. 4
to Amended and Restated Credit and Guaranty Agreement, dated as of June 5,
2007.


 


“Benefitted Purchaser”: 
as defined in Section 9.7(a).


 


“Board”:  the Board of
Governors of the Federal Reserve System of the United States (or any
successor).


 


“Business Day”:  a day
other than a Saturday, Sunday or other day on which commercial banks in New
York City are authorized or required by law to close; provided, that
with respect to determinations of interest rates in connection with the
Investments in Dollars, such day is also a day for trading by and between banks
in Dollar deposits in London, England; provided further however, that for
purposes of any determination of the Euribor Rate, such day is also a day on
which the Trans-European Automated Real-Time Gross Settlement Express Transfer
(TARGET) System is open.


 


“Canadian Receivables Transfer Agreement”:  a deed of assignment substantially in the
form of Exhibit N hereto.


 


“Capital Stock”:  any and
all shares, interests, participations or other equivalents (however designated)
of capital stock of a corporation, any and all equivalent ownership interests
in a Person (other than a corporation) and any and all warrants, rights or
options to purchase any of the foregoing, but excluding any debt security
convertible into or exchangeable for such interest.


 


“Change of Control”: 
means, with respect to Sanmina-SCI, at any time: (a) any “person”
or “group” (within the meaning of Rules 13d-3 and 13d-5 under the
Securities Exchange Act of 1934) (i) shall have acquired beneficial
ownership of 35% or more on a fully diluted basis of the 


 


2

















 


voting and/or economic interest in the Capital Stock of Sanmina-SCI; or
(ii) shall have obtained the power (whether or not exercised) to elect a
majority of the members of the board of directors (or similar governing body)
of Sanmina-SCI; (b) during any period of 12 consecutive months, the
majority of the seats (other than vacant seats) on the board of directors (or
similar governing body) of Sanmina-SCI cease to be occupied by Persons who
either (i) were members of the board of directors of Sanmina-SCI on June 26,
2008, or (ii) were nominated for election by the board of directors of
Sanmina-SCI, a majority of whom were directors on June 26, 2008 or whose
election or nomination for election was previously approved by a majority of
such directors or directors elected in accordance with this clause (ii); or (c) any
“change of control” or similar event under and as defined in any documentation
relating to any Material Indebtedness.


 


“Closing Date”:  the date
of satisfaction in respect of an Originator, as notified by the Administrative
Agent to the Servicers and the Purchasers, of the conditions precedent set
forth in Section 4.1 hereof.


 


“Collateral”:  all the
collateral pledged or purported to be pledged pursuant to any of the Security
Documents.


 


“Collateral Account Agreement”: 
the Collateral Account Agreement, dated as of the date hereof, among the
Originators, the Servicers and the Administrative Agent, substantially in the
form of Exhibit H hereto, as amended, supplemented or otherwise modified
from time to time.


 


“Collateral Assignment Agreement”:  the Collateral Assignment Agreement, dated as
of the date hereof, among the Originators and the Administrative Agent,
substantially in the form of Exhibit A hereto, as amended, supplemented or
otherwise modified from time to time.


 


“Collection Accounts”: 
each of those accounts specified on Schedule 1.1C for the respective
Originator, maintained with the Administrative Agent and such other accounts
for the receipt of collections under the Collateral Account Agreement
maintained with the Administrative Agent (and added to Schedule 1.1C from time
to time, which shall be deemed incorporated into this Agreement) or with an
Account Bank.


 


“Collections”:  all
collections and other proceeds received and payment of any amounts owed in
respect of Scheduled Receivables, including, without limitation, purchase
price, finance charges, interest and all other charges, or applied to amounts
owed in respect of such Scheduled Receivables (including without limitation,
insurance payments and net proceeds of the sale or other disposition of
repossessed goods or other collateral or property of the applicable Obligor or
any other Person directly or indirectly liable for the payment of such
Scheduled Receivable and available to be applied thereon) and all other
proceeds of such Scheduled Receivable.


 


“Contingent Eligible Buyers”: means the companies listed in
Schedule 1.1D.


 


“Contract”: means, with respect to any Scheduled Receivable, any
and all contracts, understandings, instruments, agreements, leases, invoices,
notes or other writings pursuant to which such Scheduled Receivable arises or
which evidences such Scheduled Receivable or under which the applicable Obligor
becomes or is obligated to make payment in respect of such Scheduled
Receivable.


 


3

















 


“Contractual Obligation”: 
as to any Person, any provision of any security issued by such Person or
of any agreement, instrument or other undertaking to which such Person is a
party or by which it or any of its property is bound.


 


“Control”:  the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the
ownership of voting securities, by contract or otherwise, and “Controlling”
and “Controlled” shall have meanings correlative thereto.


 


“Defaulted Receivable”:  a
Scheduled Receivable that is unpaid and outstanding on the date 30 days after
the end of the Yield Period therefor.


 


“Deferred Purchase Price”: 
amounts payable to the Originators pursuant to Section 2.6(d).


 


“Dilution”:  any
adjustment in the outstanding principal balance of a Scheduled Receivable
attributable to any credits, rebates, billing errors, sales or similar taxes,
discounts, setoffs, disputes, chargebacks, returns, allowances or similar
items.


 


“Disposition”:  with
respect to any property, any sale, lease, sale and leaseback, assignment,
conveyance, transfer or other disposition thereof.  The terms “Dispose” and “Disposed
of” shall have correlative meanings.


 


“Distribution Date”:  with
respect to any Purchase Date, the date or dates which shall be not later than
the last day of the Yield Period for Scheduled Receivables purchased on such
Purchase Date, on which the Collections on Scheduled Receivables to be
purchased on such date will be distributed to the Purchasers from the
applicable Collection Account.


 


“Dollars” and “$”: 
dollars in lawful currency of the United States.


 


“Eligible Buyer”:  each of
those entities specified on Schedule 1.1B and such additional “Eligible Buyers”
as may be added from time to time in accordance with Section 5.17.  Eligible Buyers currently are either the
Tranche A Eligible Buyers or the Tranche B Eligible Buyers.


 


“Eligible Receivables”: 
on an applicable Purchase Date, any Receivable (i) which has a
Scheduled Due Date and which Scheduled Due Date is not later than 60 days
thereafter, (ii) which is an “account” as defined in the UCC, (iii) which
is denominated and payable in Dollars in the United States, Euros in Europe or
in another currency acceptable to the Administrative Agent, (iv) which,
together with the related Contract, is in full force and effect and constitutes
the legal, valid and binding obligation of the applicable Obligor enforceable
against each such Obligor in accordance with its terms and subject to no
counterclaim or other defense on the applicable Purchase Date; (v) which
satisfies all applicable requirements of the Servicers’ standard customer credit
policies, including that the Receivable is not delinquent or defaulted, (vi) which
has a Scheduled Due Date not later than 60 days after the Facility Termination
Date, (vii) which was generated in the ordinary course of the applicable
Originator’s business, and (viii) in respect of which an Irrevocable
Payment Instruction (including Notification as contemplated hereunder) has been
given to the pertinent Eligible Buyer, in the case of Eligible Buyers  (x) located in France, such notice shall
have been acknowledged by the Eligible Buyer 


 


4

















 


or delivered in a manner acceptable to the Administrative Agent, or (y) to
which Sanmina Thailand has made sales, such notice shall have been acknowledged
in form and substance satisfactory to the Administrative Agent.


 


“Enclosure Finland Collection Accounts”:  as defined in the Collateral Account
Agreement.


 


“Enclosure Hungary Collection Accounts”:  as defined in the Collateral Account
Agreement.


 


“Euribor Rate”:   with respect
to each day during each Yield Period for Investments in Euros, the rate per
annum determined on the basis of the overnight offered rate for deposits in
Euros of Deutsche Bank AG, Frankfurt head office to prime banks in the
Euro-zone interbank markets, as of 11:00 A.M., Brussels time, on each such
day, and in a principal amount not less than the equivalent of US$1 million in
Euros that is representative of a single transaction in Euros in that market at
that time.


 


“Euros”:  the currency
introduced on January 1, 1999 pursuant to the Treaty establishing the
European Union.


 


“Euro-zone”:  the region
comprising member states of the European Union that have adopted the single
currency in accordance with the relevant Treaty of the European Union, as
amended.


 


“Facility Termination Date” means the earlier of (i) June 26,
2010, 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).


 


“Fee Letter”:  the fee
letter referred to in Section 2.4.


 


“Finnish Receivables Transfer Agreement”:  a transfer agreement substantially in the
form of Exhibit P hereto.


 


“Funding Office”:  the
first office of the Administrative Agent specified in Section 9.2 or such
other office as may be specified from time to time by the Administrative Agent
as its funding office by written notice to the Servicers and the Purchasers.


 


“GAAP”:  the generally
accepted accounting principles of the applicable jurisdiction.


 


“Goods”:  electronic
parts, assemblies and other manufactured products produced by Sanmina-SCI  or its Subsidiaries.


 


“Governmental Authority”: 
any nation or government, any state or other political subdivision
thereof, any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative functions of or pertaining to government,
any securities exchange and any self-regulatory organization.


 


5

















 


“Group Members”:  the
collective reference to Sanmina-SCI and its consolidated Subsidiaries.  “Group Member” shall refer to any of
such Group Members.


 


“Guarantee”:  the
guarantee of the Guarantor substantially in the form of Exhibit P hereto.


 


“Guarantee Obligation”: 
as to any Person (the “guaranteeing person”), any obligation of (a) the
guaranteeing person or (b) another Person (including, without limitation,
any bank under any letter of credit) to induce the creation of which the
guaranteeing person has issued a reimbursement, counterindemnity or similar
obligation, in either case guaranteeing or in effect guaranteeing any
Indebtedness, leases, dividends or other obligations (the “primary
obligations”) of any other third Person (the “primary obligor”) in
any manner, whether directly or indirectly, including, without limitation, any
obligation of the guaranteeing person, whether or not contingent, (i) to
purchase any such primary obligation or any property constituting direct or
indirect security therefor, (ii) to advance or supply funds (1) for
the purchase or payment of any such primary obligation or (2) to maintain
working capital or equity capital of the primary obligor or otherwise to
maintain the net worth or solvency of the primary obligor, (iii) to
purchase property, securities or services primarily for the purpose of assuring
the owner of any such primary obligation of the ability of the primary obligor
to make payment of such primary obligation or (iv) otherwise to assure or
hold harmless the owner of any such primary obligation against loss in respect
thereof; provided, however, that the term “Guarantee Obligation”
shall not include endorsements of instruments for deposit or collection in the
ordinary course of business.  The amount
of any Guarantee Obligation of any guaranteeing person shall be deemed to be
the lower of (a) an amount equal to the stated or determinable amount of
the primary obligation in respect of which such Guarantee Obligation is made
and (b) the maximum amount for which such guaranteeing person may be
liable pursuant to the terms of the instrument embodying such Guarantee
Obligation, unless such primary obligation and the maximum amount for which
such guaranteeing person may be liable are not stated or determinable, in which
case the amount of such Guarantee Obligation shall be such guaranteeing person’s
maximum reasonably anticipated liability in respect thereof as determined by
the relevant Originator in good faith.


 


“Guarantor”:  Sanmina-SCI
in its capacity as guarantor under the Guarantee.


 


“Hedge Agreements”:  all
interest rate swaps, caps or collar agreements or similar arrangements dealing
with interest rates or currency exchange rates or the exchange of nominal
interest obligations, either generally or under specific contingencies.


 


“Hungarian Receivables Transfer Agreement”: a transfer agreement
substantially in the form of Exhibit M hereto.


 


“Hungary”:  the Republic
of Hungary and any governmental subdivision thereof.


 


“Incipient Termination Event”: any event which, with the giving
of notice, the lapse of time, or both, would become a Termination Event.


 


“Increase Effective Date”: 
as defined in Section 5.17(c).


 


6

















 


“Indebtedness”:  of any
Person at any date, without duplication, (a) all indebtedness of such
Person for borrowed money, (b) all obligations of such Person for the
deferred purchase price of property or services (other than current trade
payables incurred in the ordinary course of such Person’s business), (c) all
obligations of such Person evidenced by notes, bonds, debentures or other
similar instruments, (d) all indebtedness created or arising under any conditional
sale or other title retention agreement with respect to property acquired by
such Person (even though the rights and remedies of the seller or Purchaser
under such agreement in the event of default are limited to repossession or
sale of such property), (e) all capital lease obligations of such Person, (f) all
obligations of such Person, contingent or otherwise, as an account party or
applicant under or in respect of acceptances, letters of credit, surety bonds
or similar arrangements, (g) the liquidation value of all redeemable
preferred Capital Stock of such Person, (h) all Guarantee Obligations of
such Person in respect of obligations of the kind referred to in clauses (a) through
(g) above, (i) all obligations of the kind referred to in clauses (a) through
(h) above secured by (or for which the holder of such obligation has an
existing right, contingent or otherwise, to be secured by) any Lien on property
(including, without limitation, accounts and contract rights) owned by such
Person, whether or not such Person has assumed or become liable for the payment
of such obligation, and (j) for the purposes of Section 7(e) only,
all obligations of such Person in respect of Hedge Agreements.  The Indebtedness of any Person shall include
the Indebtedness of any other entity (including, without limitation, any
partnership in which such Person is a general partner) to the extent such
Person is liable therefor as a result of a direct statutory or contractual
provision; provided that in no event shall the term “Indebtedness”
include (x) any indebtedness or other obligations under any overdraft or
cash management facility; provided, further that such indebtedness or
other obligations are incurred in the ordinary course of business, and are
repaid in full no later than the Business Day immediately following the date on
which they were incurred, or (y) any trade payable incurred in the
ordinary course or (z) any operating lease.


 


“Indemnified Amounts” any and all claims, damages, costs,
expenses, losses and liabilities (including all reasonable fees and other
charges of any law firm or other external counsel).


 


“Indemnified Person”:  the
Lead Arranger, the Administrative Agent, the Purchasers and their respective
Affiliates, together with their respective officers, directors, employees,
advisors, agents, successors, transferees and assigns and controlling persons.


 


“Indemnified Taxes”:  as
defined in Section 2.8(a).


 


“Initial Purchase Price”: 
means, in respect of Scheduled Receivables of an Eligible Buyer that are
the object of a purchase hereunder, the Applicable Percentage of the
invoice/face amount of such Scheduled Receivables as set out in the relevant
Purchase Notice.


 


“Insolvency Proceeding”:  (a) any
case, action or proceeding before any court of any Governmental Authority
relating to bankruptcy, reorganization, insolvency, liquidation, receivership,
dissolution, winding-up or relief of debtors, or (b) any general
assignment for the benefit of creditors, composition, marshalling of assets for
creditors, or other similar arrangement in respect of its creditors generally
or any substantial portion of its creditors; and, in the case of clause (a) or
(b), undertaken under U.S. Federal, state or foreign law, including the U.S.
Federal Bankruptcy Code.


 


7
















 


“Investment”:  the amount to be paid by the Purchasers for
the account of the Originators with respect to a Purchased Interest, which will
be equal to the Applicable Percentage of the invoice/face amount of the
corresponding Eligible Receivable plus the Deferred Purchase Price therefor.


 


“Irrevocable Payment
Instruction”:  each Irrevocable
Payment Instruction, substantially in the form of Exhibit B, included by
the applicable Originator in the relevant invoice to an Eligible Buyer in
respect of Receivables or in such other form as is acceptable to the
Administrative Agent, providing for payment of such Receivables to a Collection
Account.  The Irrevocable Payment
Instructions provided by Sanmina Canada and Sanmina Israel in respect of
Scheduled Receivables to be acquired on any Purchase Date shall include the
form of the Notification contained in the Irrevocable Payment Instruction.


 


“Lead Arranger”:  Deutsche Bank AG New York.


 


“LIBOR Rate”:  with respect to each day during each Yield
Period for Investments in Dollars, the rate that appears on the Telerate
British Bankers Assoc. Interest Settlement Rates Page (the display
designated as Page 3750 on the Telerate System Incorporated Service or
such other page as may replace such page on such service for the purpose
of displaying the rates at which Dollar deposits are offered by leading banks
in the London interbank deposit market), as determined by the Administrative
Agent, based in each case on the overnight rate at approximately 11:00 a.m.
London, England time on such day of determination.  If any date of determination hereunder is not
a Business Day in London, England, the applicable LIBOR Rate shall be the rate
determined for the next preceding Business Day in London, England.


 


“Lien”:  any mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or other), charge
or other security interest or any preference, priority or other security
agreement or preferential arrangement of any kind or nature whatsoever
(including, without limitation, any conditional sale or other title retention
agreement and any capital lease having substantially the same economic effect
as any of the foregoing).


 


“Material Adverse Effect”:  a material adverse effect on (a) the
Purchased Interests, (b) the business, assets, property, operations or
condition (financial or otherwise) of Sanmina-SCI, the Originators and their
Subsidiaries, taken as a whole, or (c) the validity or enforceability of
any of the Transaction Documents or the rights and remedies of the
Administrative Agent or the Purchasers thereunder.


 


“Material Indebtedness”:  any Indebtedness or obligations in respect of
one or more Hedge Agreements of Sanmina-SCI evidencing an aggregate outstanding
principal amount exceeding $10.0 million. 
For purposes of determining Material Indebtedness, the “principal amount”
of the obligations of Sanmina-SCI in respect of any Hedge Agreement at any time
shall be the maximum aggregate amount (giving effect to any netting agreements)
that Sanmina-SCI would be required to pay if such Hedge Agreement were
terminated at such time.


 


“New Eligible Buyer”:  as defined in Section 5.17.


 


“New Originator”:  as defined in Section 5.17.


 


8

















 


“Notification”:  the notification comprising an exhibit to the
Hungarian Receivables Transfer Agreement, the Finnish Receivables Transfer
Agreement, the Singapore Assignment Agreement and the Thailand Assignment
Agreement, to be delivered in respect of each sale of Scheduled Receivables, to
each Eligible Buyer and comprising a part of the Irrevocable Payment
Instruction, in the case of each other Originator.


 


“Obligations”:  all amounts payable as indemnity hereunder
and all other obligations and liabilities of the Originators and the Servicers
to the Administrative Agent or to any Purchaser, whether direct or indirect,
absolute or contingent, due or to become due, or now existing or hereafter
incurred, which may arise under, out of, or in connection with, this Agreement,
any other Transaction Document or any other document made, delivered or given
in connection herewith or therewith, whether on account of interest,
reimbursement obligations, fees, indemnities, costs, expenses (including,
without limitation, all reasonable fees, charges and disbursements of counsel
to the Administrative Agent or to any Purchaser that are required to be paid by
the Originators pursuant hereto) or otherwise.


 


“Obligor”:  with respect to any Receivable, the Eligible
Buyer obligated to make payments with respect to such Receivable and any
guarantor of such Eligible Buyer’s obligations.


 


“Obligor Adverse Change”:  with respect to any Eligible Buyer, any event
or circumstance (when taken alone or together with any previous event or
circumstance) which, in the good faith opinion of the Administrative Agent,
represents an adverse change in the financial condition, assets or business of
such Eligible Buyer that could be reasonably expected to affect materially and
adversely the ability of such Eligible Buyer to perform its obligations under
the Receivables of such Eligible Buyer or otherwise adversely affects the
creditworthiness of such Eligible Buyer, based on the Administrative Agent’s
internal credit rating criteria.


 


“Obligor Limits”:  the specified limit on the aggregate stated
net amount payable (net of credit memos) of Scheduled Receivables of any
Eligible Buyer that may be outstanding at any time hereunder, as set forth on
Schedule 1.1B.  The Obligor Limits in
respect of any Eligible Buyer are subject to reduction or cancellation by the
Administrative Agent in the event of an Obligor Adverse Change, any such
reduction or cancellation to be notified by the Administrative Agent to the
Servicers promptly in writing (it being understood that any such reduction or
cancellation shall not apply to Scheduled Receivables that have been purchased
prior to the date of such reduction or cancellation).


 


“Organizational Documents”:  with respect to any Person, its charter and
by-laws, or other organizational or governing documents, and, in each case, any
stockholder or similar agreements between and among the holders of ownership
interests in such Person.


 


“Originators”:  as defined in the preamble hereto.


 


“Other Taxes”:  any and all present or future value added
taxes (VAT), stamp or documentary taxes or any other excise or property taxes,
charges or similar levies arising from any payment made hereunder or from the
execution, delivery or enforcement of, or otherwise with respect to, this
Agreement or any other Transaction Document.


 


9

















 


“Participant”:  as defined in Section 9.6(b).


 


“Payment Account”:  as defined in Section 2.6(b).


 


“Person”:  an individual, partnership, corporation,
limited liability company, business trust, joint stock company, trust,
unincorporated association, joint venture, Governmental Authority or other
entity of whatever nature.


 


“Purchase Calculation Notice”:  a notice delivered by the Administrative
Agent to the Purchasers with a copy to the Servicers to the effect required by Section 2.2
and substantially in the form of Exhibit L hereto.


 


“Purchase Date”:  each date prior to the Facility Termination
Date on which the Originators propose to sell to the Purchasers ownership
interests in the Scheduled Receivables identified in the related Purchase
Notice.


 


“Purchased Interest”:  at any time the undivided ownership interest
of the Purchasers acquired pursuant to this Agreement from the Originators in
the Scheduled Receivables reflected in the applicable Purchase Notice,
Collections with respect to such Receivables and proceeds of, and amounts
received or receivable under any or all of the foregoing; provided, however,
that the Purchased Interest shall never be more than the outstanding balance of
the related Scheduled Receivables as of the date the related Purchase Notice is
sent to the Administrative Agent.


 


“Purchase Notice”:  a notice delivered by the Servicers to the
Administrative Agent in respect of a prospective sale of Scheduled Receivables,
substantially in the form of Exhibit I hereto.


 


“Purchase Rate”:  for each day during the applicable Yield
Period, a rate per annum equal to the LIBOR Rate or the Euribor Rate, as the
case may be, plus the Applicable Margin.


 


“Purchaser Affiliate”:  (a) any Affiliate of any Purchaser, and (b) any
Person that is administered or managed by any Purchaser and that is engaged in
making, purchasing, holding or otherwise investing in commercial loans and
similar extensions of credit in the ordinary course of its business.


 


“Purchasers”:  as defined in the preamble hereto.


 


“Purchaser’s Investment
Limit”:  as to any Purchaser, the
obligation of such Purchaser, if any, to make an Investment in Tranche A
Receivables or Tranche B Receivables, or some or all of such Tranches, in an
amount not to exceed the amount for such Tranche set forth under the heading “Purchaser’s
Investment Limit” opposite such Purchaser’s name on Schedule 1.1A hereto.  As of the date hereof, the aggregate amount
of the Purchasers’ Investment Limits in Tranche A Receivables is $41,000,000
and the aggregate amount of the Purchaser’s Investment Limits in Tranche B
Receivables is $0. The Purchasers’ Investment Limits shall be increased
following the addition of a Contingent Eligible Buyer as an Eligible Buyer in
accordance with the procedures established in Section 5.17; provided,
however, that in no event shall the aggregate amount of the Purchaser’s
Investment Limits exceed $250,000,000.


 


10

















 


“Purchaser’s Investment
Percentage”:  as to any Purchaser,
the percentage which such Tranche A or Tranche B Purchaser’s Investment Limit
(if any), as the case may be, then constitutes of the aggregate Tranche A or
Tranche B Purchasers’ Investment Limits, as the case may be (or if, at any time
after the initial Purchase Date,  all of
the Tranche A and Tranche B Purchasers’ Investment Limits have been reached,
the percentage which the aggregate amount of such Purchaser’s Investments in
Tranche A or Tranche B Receivables, as the case may be, then outstanding
constitutes of the aggregate amount of the Investments in Tranche A or Tranche
B Receivables, as the case may be, then outstanding).


 


“Ramp-Up Period”:  as defined in Section 5.8.


 


“Receivable”:  an account receivable in Dollars or Euros
created by the sale of Goods by an Originator to an Eligible Buyer.


 


“Receivables Presentation”:  a presentation by the Servicers to the
Administrative Agent substantially in the form of Exhibit K hereto.


 


“Receivables Transfer
Agreements”:  means each of the
Hungarian Receivables Transfer Agreements, the Canadian Receivables Transfer
Agreements, the Finnish Receivables Transfer Agreements, the Singapore
Assignment Agreement, the Thailand Assignment Agreement, or all of them
collectively.


 


“Register”:  as defined in Section 9.6(d).


 


“Regulation U”:  Regulation U of the Board as in effect from
time to time.


 


“Regulation X”:  Regulation X of the Board as in effect from
time to time.


 


“Required Purchasers”:  at any time, the holders of more than 50% of (a) until
the initial Purchase Date, the Purchaser’s Investment Limits, as the case may
be, then in effect and (b) thereafter, the sum of the aggregate unpaid
principal amount of the Investments then outstanding.


 


“Required Tranche Purchasers”:  at any time, the holders of more than 50% of (a) in
the case of the Tranche A Purchasers, the sum of the aggregate unpaid principal
amount of Investments in Tranche A Receivables then outstanding, or (b) in
the case of the Tranche B Purchasers, until the initial Purchase Date of
Tranche B Receivables, the Tranche B Purchaser’s Investment Limits then in
effect and thereafter, the sum of the aggregate unpaid principal amount of
Investments in Tranche B Receivables then outstanding.


 


“Requirement of Law”:  as to any Person, any law, treaty, rule or
regulation or determination of an arbitrator or a court or other Governmental
Authority, in each case applicable to or binding upon such Person or any of its
property or to which such Person or any of its property is subject.


 


“Responsible Officer”:  as to any Person, the chief executive
officer, president, chief financial officer, vice president, treasurer, or any
other duly authorized officer or attorney-in-fact of such Person, but in any
event, with respect to financial matters, the chief financial officer of such
Person.


 


11

















 


“Sanmina Canada Collection
Accounts”:  as defined in Schedule
1.1C.


 


“Sanmina Facility”:  as defined in Section 6.5.


 


“Sanmina Finland Collection
Accounts”:  as defined in Schedule
1.1C.


 


“Sanmina Hungary Collection
Accounts”:  as defined in the
Schedule 1.1C.


 


“Sanmina Israel Collection
Accounts”:  as defined in the
Schedule 1.1C.


 


“Sanmina Reports”:  as defined in Section 3.12.


 


“Sanmina Singapore Collection
Accounts”:  as defined in the
Schedule 1.1C.


 


“Sanmina Thailand Collection
Accounts”:  as defined in the
Schedule 1.1C.


 


“Scheduled Due Date”:  the date on which a Scheduled Receivable
becomes due and payable in accordance with the related Contract and draft or
invoice therefor.


 


“Scheduled Receivable”:  the Eligible Receivables, the outstanding
balances of which are reflected in the applicable Purchase Notice and
subsequently purchased pursuant to Section 2.2.


 


“SEC”:  the United States Securities and Exchange
Commission.


 


“Secured Parties”:  as defined in Section 4.4 of the
Collateral Assignment Agreement.


 


“Security Documents”:  the Collateral Assignment Agreement, the
Collateral Account Agreement, each Receivables Transfer Agreement and all other
security documents hereafter delivered to the Administrative Agent granting a
Lien on or ownership interest in any property of any Person to secure the
Obligations of any Originator under any Transaction Document.


 


“Servicers”:  the meaning set forth in the preamble to this
Agreement.


 


“Singapore Assignment
Agreement”:  an assignment agreement
substantially in the form of Exhibit Q hereto.


 


“Solvent”:  when used with respect to any Person, means
that, as of any date of determination, (a) the amount of the “present fair
saleable value” of the assets of such Person will, as of such date, exceed the
amount of all “liabilities of such Person, contingent or otherwise,” as of such
date, as such quoted terms are determined in accordance with applicable U.S.
federal bankruptcy laws governing determinations of the insolvency of debtors, (b) the
present fair saleable value of the assets of such Person will, as of such date,
be greater than the amount that will be required to pay the liability of such
Person on its debts as such debts become absolute and matured, (c) such
Person will not have, as of such date, an unreasonably small amount of capital
with which to conduct its business, and (d) such Person will be able to
pay its debts as they mature.  For
purposes of this definition, (i) “debt” means liability on a “claim,” and (ii) “claim”
means any (x) right to payment, whether or not such a right is reduced to
judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured,
disputed, undisputed, legal, equitable, secured or unsecured or (y) right
to an equitable remedy for breach of performance if 


 


12

















 


such breach gives rise to a right to payment,
whether or not such right to an equitable remedy is reduced to judgment, fixed,
contingent, matured or unmatured, disputed, undisputed, secured or unsecured.


 


“Subsidiary”:  as to any Person, an entity of which more
than 50% of the ordinary voting Capital Stock are owned by such Person, or the
management of which is otherwise Controlled, directly or indirectly, by such
Person acting alone.


 


“Termination Event”:  any of the events specified in Section 7,
provided that any requirement for the giving of notice, the lapse of
time, or both, has been satisfied.


 


“Thailand Assignment
Agreement”:  an assignment agreement
substantially in the form of Exhibit S hereto.


 


“Tranche”:  Tranche A or Tranche B or any additional
tranche(s), if any, relating to New Eligible Buyers, as the case may be,
comprising the obligation of the applicable Purchasers to acquire Tranche A
Receivables, Tranche B Receivables or Receivables of such New Eligible Buyers,
as the context may require, and the related rights in respect of such
Receivables.


 


“Tranche A Collateral”:  as defined in Section 2.(a)(i) of
the Collateral Assignment Agreement.


 


“Tranche A Collections”:  Collections in respect of Tranche A
Receivables.


 


“Tranche A Collection
Accounts”:  as defined in Section 2.1
of the Collateral Account Agreement.


 


“Tranche A Commitment Fee”:  as defined in Section 2.5(c).


 


“Tranche A Eligible Buyer”:  as defined in Schedule 1.1B.


 


“Tranche A Obligations”:  Obligations owed to a Tranche A Purchaser.


 


“Tranche A Purchaser”:  a Purchaser that has a Purchaser’s Investment
Limit for Tranche A Receivables.


 


“Tranche A Purchaser’s
Investment Limit”:  the Purchaser’s
Investment Limit of a Tranche A Purchaser.


 


“Tranche A Purchaser’s
Investment Percentage”:  the
Purchaser’s Investment Percentage of a Tranche A Purchaser.


 


“Tranche A Receivable”:  a Scheduled Receivable arising from a sale of
Goods to the Tranche A Eligible Buyers.


 


“Tranche B Collateral”:  as defined in Section 2(b)(i) of
the Collateral Assignment Agreement.


 


“Tranche B Collections”:  Collections in respect of Tranche B
Receivables.


 


13

















 


“Tranche B Collection
Account”:  as defined in Section 2.1
of the Collateral Account Agreement.


 


“Tranche B Commitment Fee”:  as defined in Section 2.5(c).


 


“Tranche B Eligible Buyer”:  as defined in Schedule 1.1B.


 


“Tranche B Obligations”:  Obligations owed to a Tranche B Purchaser.


 


“Tranche B Purchaser”:  a Purchaser that has a Purchaser’s Investment
Limit for Tranche B Receivables.


 


“Tranche B Purchaser’s
Investment Limit”:  the Purchaser’s
Investment Limit of a Tranche B Purchaser.


 


“Tranche B Purchaser’s
Investment Percentage”:  the
Purchaser’s Investment Percentage of a Tranche B Purchaser.


 


“Tranche B Receivable”:  a Scheduled Receivable arising from a sale of
Goods to the Tranche B Eligible Buyer.


 


“Transaction Documents”:  this Agreement, the Guarantee and the
Security Documents.


 


“Transferee”:  any Assignee or Participant.


 


“Uniform Commercial Code”
or “UCC”:  the Uniform Commercial
Code as in effect from time to time in the State of New York.


 


“UCC Financing Statement”:
a financing statement on Form UCC-1 (or Form UCC-3) in the form
required under the applicable UCC to perfect a security interest in Collateral
or an ownership interest in Receivables, in each case that is perfected by
filing.


 


“United Kingdom”:  the United Kingdom of England and Wales and
any governmental subdivision thereof.


 


“United States”:  the United States of America.


 


“Yield Period”:  as to any Investment, the period commencing
on (and including) the Purchase Date and ending on but excluding the date 90
days after the applicable Purchase Date. 
The final Yield Period shall end 90 days after the Facility Termination
Date.


 


1.2.          Other Definitional Provisions.  (a) Unless otherwise specified therein,
all terms defined in this Agreement shall have the defined meanings when used
in the other Transaction Documents or any certificate or other document made or
delivered pursuant hereto or thereto.


 


(b)           As
used herein and in the other Transaction Documents, and any certificate or
other document made or delivered pursuant hereto or thereto, (i) accounting
terms relating to any Originator or Servicer not defined in Section 1.1
and accounting terms partly 


 


14

















 


defined in Section 1.1, to
the extent not defined, shall have the respective meanings given to them under
GAAP in the jurisdiction of the respective Originator or Servicer, as the case
may be, (ii) the word “incur” shall be construed to mean incur, create,
issue, assume, become liable in respect of or suffer to exist (and the words “incurred”
and “incurrence” shall have correlative meanings), (iii) the words “asset”
and “property” shall be construed to have the same meaning and effect and to
refer to any and all tangible and intangible assets and properties, including,
without limitation, cash, Capital Stock, securities, revenues, accounts,
leasehold interests and contract rights and (iv) references to agreements
or other Contractual Obligations shall, unless otherwise specified, be deemed
to refer to such agreements or Contractual Obligations as amended,
supplemented, restated or otherwise modified from time to time.


 


(c)           The
words “hereof,” “herein” and “hereunder” and words of similar import, when used
in this Agreement, shall refer to this Agreement as a whole and not to any
particular provision of this Agreement, and Section, Schedule and Exhibit references
are to this Agreement unless otherwise specified.


 


(d)           The meanings given to terms defined
herein shall be equally applicable to both the singular and plural forms of
such terms.


 


SECTION 2.    THE INVESTMENTS


 


2.1.                              Purchaser’s
Investment Limits.  Subject to the
terms and conditions hereof, each Purchaser severally agrees to purchase from
time to time from the Originators on a revolving basis, without recourse
(except as expressly provided herein) ownership interests (i) in the case
of a Tranche A Purchaser, equal to its Tranche A Purchaser’s Investment
Percentage of all Tranche A Receivables in an amount not to exceed at any time
outstanding the amount of its Tranche A Purchaser’s Investment Limit for and,
together with other Tranche A Purchasers, an amount not to exceed at any time
outstanding the Obligor Limit for each Tranche A Eligible Buyer, and (ii) in
the case of the Tranche B Purchaser, equal to its Tranche B Purchaser’s
Investment Percentage of all Tranche B Receivables in an amount not to exceed
at any time outstanding the amount of its Investment Limit for Tranche B
Receivables and, together with other Tranche B Purchasers, an amount not to
exceed at any time outstanding the Obligor Limit for each Tranche B Eligible
Buyer.  The Purchasers’ Investment Limits
shall be reduced to zero and cancelled on the Facility Termination Date.  The Originators (acting through the
Servicers) may reduce the Purchasers’ Investment Limits on a pro rata basis on
any Purchase Date without penalty on 30 days’ prior written notice to the
Administrative Agent.


 


2.2.                              Procedure
for Making Purchases.  Each purchase
of a Scheduled Receivable hereunder shall be made as follows:  The Servicers shall give the Administrative
Agent an irrevocable Purchase Notice (which Purchase Notice must be received by
the Administrative Agent prior to 2:00 p.m., New York City time, not less
than one Business Day prior to the anticipated Purchase Date in the case of
purchases in Dollars and not less than two Business Days prior to the
anticipated Purchase Date in the case of purchases in Euros) requesting that
the applicable Purchasers make the Investments in an amount not less than $20,000,000
or its equivalent in Euros (or, with the consent of all Purchasers, in an
amount less than $20,000,000 or its equivalent in Euros) and related
Receivables Presentation and specifying, for each Originator for such Purchase
Date, (A) the aggregate amount, and currency, of the Scheduled
Receivables, (B) the anticipated Purchase Date (which must be a Business
Day), (C) 


 


15

















 


the related Scheduled Due
Dates, (D) the proposed amount of the Investment, and (E) transmitting
a schedule of the Scheduled Receivables substantially in the form of Exhibit K,
identifying the outstanding amount and Scheduled Due Date of such Receivables
and the other information required by the form of Receivables
Presentation.  None of such Scheduled
Receivables shall have been the subject of a prior Purchase Notice unless such
Scheduled Receivable has been repurchased by the relevant Originator and
rebilled to an Eligible Buyer (for the avoidance of doubt, it is agreed that
such schedule may be transmitted to the Administrative Agent by e-mail). The
Dollar equivalent of any Scheduled Receivable denominated in Euros shall be
determined for purposes of the Purchase Notice by the Administrative Agent at
the spot rate of exchange of Deutsche Bank AG at 11:00 a.m. (New York
time) on the date of the Purchase Notice. 
The Euro equivalent of any Obligor Limit or of the Purchaser’s
Investment Limits shall be determined on any date of determination by the
Administrative Agent at the spot rate of exchange of Deutsche Bank AG at 11: 00 a.m.
(New York time) on such date of determination. Upon receipt of such notice, the
Administrative Agent shall promptly notify each Purchaser thereof.  Not later than 3:00 p.m. (New York time)
on the Business Day preceding the related Purchase Date, the Administrative
Agent shall send to each Purchaser a notice substantially in the form of Exhibit L
(the “Purchase Calculation Notice”) setting forth a calculation of the
related Purchased Interest.  The
aggregate outstanding Investments for a Tranche shall not exceed the Purchasers’
aggregate Investment Limit for such Tranche. 
Any Indemnified Amount then due and payable hereunder shall be notified
to the Servicers, which may either pay such Indemnified Amount or authorize the
Administrative Agent to deduct such amount from the amount of the Investment to
be made on such Purchase Date, and the Originators hereby so authorize such
deduction, and the amount thereof shall be accounted for in the Purchase
Calculation Notice.  Not later than 12:00
Noon, New York City time, on the relevant Purchase Date, each Purchaser with a
Purchaser’s Investment Limit for such Tranche of Receivables shall make
available to the Administrative Agent at the Funding Office an amount in
immediately available funds in Dollars equal to the Purchaser’s Investment
Percentage of the relevant Investment by credit to the Administrative Agent’s
purchase account.  The Administrative
Agent shall, upon satisfaction of the conditions precedent to such purchase, credit
the account of the Servicers on the books of such office of the Administrative
Agent with the aggregate of the amounts of the Investment made available to the
Administrative Agent by the Purchasers in immediately available funds.


 


2.3.                              Sale
and Assignment.  On each Purchase
Date, effective upon the payment contemplated by Section 2.2 and (i) the
giving of the Notification, in each case in respect of the Scheduled
Receivables being sold on such Purchase Date and (ii) in the case of
Sanmina Hungary, Enclosure Hungary, Sanmina Finland, Enclosure Finland, Sanmina
Canada, Sanmina Singapore and Sanmina Thailand, upon the execution and delivery
of the respective Receivables Transfer Agreement in respect of the Scheduled
Receivables being sold on such Purchase Date and of the Notification to the
applicable Eligible Buyer thereunder, each Originator hereby sells and assigns
to the relevant Purchasers the Purchased Interest in each Scheduled Receivable
reflected in the applicable Purchase Notice.


 


2.4.                              Fees.  The Originators jointly and severally agree
to pay to the Administrative Agent and the Lead Arranger the fees in the
amounts and on the dates previously agreed to in accordance with the Fee Letter
among the Originators and the Lead Arranger dated June 23, 2008 (the “Fee
Letter”).


 


16

















 


2.5.                              Computation
and Payments; Commitment Fees.  (a) 
Interest and fees payable pursuant hereto shall be calculated on the basis of a
360-day year for the actual days elapsed.


 


(b)           The Administrative Agent shall, at
the request of the Servicers, deliver to the Servicers a statement showing the
quotations used by the Administrative Agent in determining any interest rate.


 


(c)           The Originators jointly and severally
agree to pay to the Administrative Agent for the period from and including the
date hereof through the Facility Termination Date (1) for the ratable
benefit of the Tranche A Purchasers, a non-refundable fee (the “Tranche A
Commitment Fee”) equal to 0.25% per annum on the excess of (i) the
Tranche A Purchasers’ Investment Limits over (ii) the outstanding amount
of the Investments in Tranche A Receivables on each day during each calendar
month; (2) for the ratable benefit of the Tranche B Purchasers, a
non-refundable fee (the “Tranche B Commitment Fee”) equal to 0.75% per
annum on the excess of (i) the Tranche B Purchasers’ Investment Limits
over (ii) the outstanding amount of the Investments in Tranche B
Receivables on each day during each calendar month.  The Tranche A Commitment Fee and the Tranche
B Commitment Fee shall be calculated on a daily basis, invoiced on the third
Business Day, and payable in arrears on the fifth Business Day, of each fiscal
quarter-end of Sanmina occurring after the Initial Purchase Date, and on the Facility
Termination Date.  In the event of
cancellation of all or a portion of the Purchaser’s Investment Limits prior to
the Facility Termination Date, the Originators jointly and severally agree to
pay to the Administrative Agent for the ratable benefit of the affected
Purchasers a commitment fee on such basis for the period from the cancellation
through the Facility Termination Date.


 


2.6.                              Pro
Rata Treatment and Payments.  (a) Each
purchase by the Purchasers hereunder and each payment on account of any


 


or Purchased Interest shall be
made pro  rata according to the respective Purchasers’ Investment
Percentages for the relevant Tranche.


 


(b)           All payments (including deposits) to
be made by the Servicers and the Originators hereunder shall be made without
setoff or counterclaim and shall be made prior to 12:00 Noon, New York City
time, on the due date thereof to the Administrative Agent, for the account of
the relevant Purchasers, in Dollars and in immediately available funds to such
account as the Administrative Agent shall specify by written notice to the
Servicers and the Originators (the “Payment Account”), and, unless and
until otherwise specified, all such payments shall be payable to the
Administrative Agent, for the account of such Purchasers, at the Funding
Office.  The Administrative Agent shall
distribute such payments to the relevant Purchasers promptly upon receipt in
like funds as received.  If any payment
or deposit hereunder becomes due and payable on a day other than a Business
Day, the maturity thereof shall be extended to the next succeeding Business
Day.  In the case of any extension of any
payment pursuant to the preceding sentence, interest thereon shall be payable
at the then applicable rate during such extension.  The Servicers and the Originators shall pay
to the Administrative Agent, for the benefit of the affected Purchasers, upon
demand, interest on all amounts not paid or deposited when due at a rate per
annum equal to 2% in excess of the LIBOR Rate or the Euribor Rate, as the case
may be, for each such day such payment is overdue.


 


17
















 


(c)           Each Purchased Interest hereunder
shall bear interest at the Purchase Rate in effect for each day during the
applicable Yield Period in respect of it until paid in full.  The Originators, jointly and severally, agree
to pay interest on Scheduled Receivables purchased, from the relevant Purchase
Date until payment in full of such Scheduled Receivables to the relevant
Purchasers, in each case to be applied to the interest accruing on the
Scheduled Receivables purchased hereunder during the relevant Yield Period, at
the Purchase Rate.  Such interest so
accrued will be billed by the Administrative Agent to the Servicers on the 3rd
Business Day of each fiscal quarter occurring after the initial Purchase Date
and due and payable upon receipt of such bill.


 


(d)           On each Distribution Date after a
Purchase that the Purchased Interest for Scheduled Receivables that were the
object of such Purchase has been reduced to zero, after giving effect to the
application of funds on such date in the Collection Accounts, the Purchasers
shall pay to the Servicer’s Account, for the benefit of the relevant
Originators, as additional consideration for the Purchase of the relevant
Scheduled Receivables, the amount, if any, by which the Collections for such
Scheduled Receivables transferred to the Collection Accounts on such date
exceed the Purchased Interest, after giving effect to the application of funds
on such date in the Payment Account (such payment being the “Deferred
Purchase Price”).


 


2.7.                              Requirements
of Law.  (a)  If the adoption
of or any change in any Requirement of Law or in the interpretation or
application thereof or compliance by any Purchaser with any request or
directive (whether or not having the force of law) from any central bank or
other Governmental Authority made subsequent to the date hereof:


 


(i)            shall subject any
Purchaser to any tax of any kind whatsoever with respect to this Agreement or
any purchase made by it, or change the basis of taxation of payments to such
Purchaser in respect thereof (except for Indemnified Taxes covered by Section 2.8
and changes in the rate of tax on the overall net income of such Purchaser);


 


(ii)           shall impose, modify or
hold applicable any reserve, special deposit, compulsory loan or similar
requirement against assets held by, deposits or other liabilities in or for the
account of, advances, loans or other extensions of credit by, or any other
acquisition of funds by, any office of such Purchaser; or


 


(iii)          shall impose on such
Purchaser any other condition;


 


and the result of any of the foregoing is to
increase the cost to such Purchaser, by an amount that such Purchaser deems to
be material, of making or maintaining its purchase, or to reduce any amount
receivable hereunder in respect thereof, then, in any such case, the Originators
shall pay such Purchaser, not later than 20 Business Days after its demand
(which demand shall specify in reasonable detail the basis and calculation of
the amounts claimed), any additional amounts necessary to compensate such
Purchaser for such increased cost or reduced amount receivable.  If any Purchaser becomes entitled to claim
any additional amounts pursuant to this paragraph, it shall promptly notify the
Administrative Agent (with a copy to the Servicers) of the event by reason of
which it has become so entitled.


 


18

















 


(b)           If
any Purchaser shall have determined that the adoption of or any change in any
Requirement of Law regarding capital adequacy or in the interpretation or
application thereof or compliance by such Purchaser or any corporation
controlling such Purchaser with any request or directive regarding capital
adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof shall have the effect of reducing
the rate of return on such Purchaser’s or such corporation’s capital as a
consequence of its obligations hereunder to a level below that which such
Purchaser or such corporation could have achieved but for such adoption, change
or compliance (taking into consideration such Purchaser’s or such corporation’s
policies with respect to capital adequacy) by an amount reasonably deemed by
such Purchaser to be material, then from time to time, after submission by such
Purchaser to the Servicers (with a copy to the Administrative Agent) of a
written request therefor (which request shall specify in reasonable detail the
basis and calculation of the amount claimed), the Servicers shall pay to such
Purchaser such additional amount or amounts as will compensate such Purchaser
or such corporation for such reduction.


 


(c)           A certificate as to any additional
amounts payable pursuant to this Section 2.7 submitted by any Purchaser to
the Servicers (with a copy to the Administrative Agent and the Collateral Agent)
shall be conclusive in the absence of manifest error.  The obligations of the Servicers pursuant to
this Section 2.7 shall survive the termination of this Agreement and the
payment of the Scheduled Receivables and all other amounts payable hereunder.


 


2.8.                              Taxes.  (a)  All payments and deposits made by
the Servicers or the other Originators under this Agreement or any other
Transaction Document, and any amount of interest, shall be made free and clear
of, and without deduction or withholding for or on account of, any present or
future income, stamp or other taxes, levies, imposts, duties, charges, fees,
deductions or withholdings, now or hereafter imposed, levied, collected,
withheld or assessed by any Governmental Authority, excluding (i) net
income taxes and franchise taxes (imposed in lieu of net income taxes), and (ii) taxes
imposed on the Administrative Agent or any Purchaser as a result of a present
or former connection between the Administrative Agent or such Purchaser and the
jurisdiction of the Governmental Authority imposing such tax or any political
subdivision or taxing authority thereof or therein (other than any such
connection arising solely from the Administrative Agent or such Purchaser
having executed, delivered or performed its obligations or received a payment
under, or enforced, this Agreement or any other Transaction Document) (such
taxes, levies, imposts, duties, charges, fees, deductions and withholdings not
described in items (i) or (ii) of this Section 2.8(a), the “Indemnified
Taxes”).  If any such Indemnified
Taxes or Other Taxes are required to be withheld from any amounts payable to
(or deposited for the benefit of) the Administrative Agent or any Purchaser
hereunder, or on any amount of interest, the amounts so payable to (or
deposited for the benefit of) the Administrative Agent or such Purchaser, or
such amount of interest, shall be increased to the extent necessary to yield to
the Administrative Agent or such Purchaser (after payment of all Indemnified
Taxes and Other Taxes imposed on or attributable to amounts payable under this
Section) interest or any such other amounts payable hereunder at the rates or
in the amounts specified in this Agreement.


 


(b)           In addition, the Servicers and the
Originators shall pay any Other Taxes to the relevant Governmental Authority in
accordance with applicable law.


 


(c)           Whenever any Indemnified Taxes or
Other Taxes are payable by the Servicers or the Originators, as promptly as
possible thereafter the relevant Originator or the 


 


19

















 


Servicers, as the case may be,
shall send to the Administrative Agent for its own account or for the account
of the relevant Purchaser, as the case may be, a certified copy of an original
official receipt received by the relevant Originator or the Servicers, as the
case may be, showing payment thereof.  If
any Originator fails to pay any Indemnified Taxes or Other Taxes when due to
the appropriate taxing authority, such Originator shall indemnify the
Administrative Agent and the Purchaser within 10 days after written demand
therefor, for the full amount of any Indemnified Taxes or Other Taxes
(including Indemnified or Other Taxes imposed or asserted on or attributable to
amounts payable under this section) paid by the Administrative Agent or
Purchaser and any penalties, interest and reasonable expenses arising therefrom
or with respect thereto, whether or not such Indemnified Taxes or Other Taxes
were correctly or legally asserted by the relevant Governmental Authority.  A certificate as to the amount of such
payment or liability delivered to the Servicers by a Purchaser or by the
Administrative Agent on its own behalf or on behalf of a Purchaser shall be
conclusive absent manifest error.  In
addition, if the Servicers or an Originator, as the case may be, fails to remit
to the Administrative Agent the required receipts or other required documentary
evidence, the Servicers and the Originators, jointly and severally, shall
indemnify the Administrative Agent and the Purchasers for any incremental
taxes, interest or penalties that may become payable by the Administrative
Agent or any Purchaser as a result of any such failure.


 


(d)           Each Purchaser severally agrees, in
the case of any Originator or New Originator, to furnish upon the reasonable
request of such Originator or New Originator such official forms as are
prescribed by applicable law, and additional documents required to be attached
thereto, as may be required to evidence its entitlement to an otherwise
available exemption from or reduction of withholding taxes, including under any
applicable income tax treaty.


 


(e)           The
agreements in this Section 2.8 shall survive the termination of this
Agreement and the payment of all amounts payable hereunder.


 


2.9.                              Indemnity.  (a)  Without limiting any other rights
that the Administrative Agent or the Purchasers may have hereunder or under
applicable law, the Originators hereby agree to indemnify each of the
Indemnified Persons on demand from and against any and all Indemnified Amounts
relating to or resulting from any of the following:  (i) the failure of any information
provided to the Administrative Agent with respect to Scheduled Receivables to
be true and correct in all material respects; (ii) the failure of any
representation or warranty or statement made or deemed made by any Originator
under or in connection with this Agreement to have been true and correct in all
respects when made; (iii) the failure by the Originators to comply with
any applicable law, rule or regulation with regard to any Scheduled
Receivable, the related Contract, or the failure of any Scheduled Receivable or
the related Contract to conform to any applicable law, rule or regulation;
(iv) the failure to vest in the Administrative Agent for the benefit of
the Purchasers a valid and enforceable first priority perfected ownership
interest, to the extent of the related Purchased Interest, in the Scheduled
Receivables, free and clear of any Lien or other adverse claim; (v) any
dispute, claim, counterclaim or defense of an Eligible Buyer to the payment of
any Scheduled Receivable (including a defense based on such Scheduled
Receivable or the related Contract not being a legal, valid and binding
obligation of such Obligor enforceable against it in accordance with its terms),
any Dilution or other adjustment with respect to a Scheduled Receivable or any
claim resulting from the sale of the goods or services related to such
Scheduled Receivable or any other transaction with such Obligor or the 


 


20

















 


furnishing or failure to
furnish such goods or services or relating to collection activities with
respect to such Scheduled Receivables or any tax deducted from the payment of a
Scheduled Receivable by the Obligor thereon; (vi) any failure of the
Originators to perform their duties or obligations in accordance with the terms
of this Agreement (including, without limitation, failure to make any payment
or deposit when due hereunder), or to perform their duties or obligations (if any)
under any Contract; (vii) any breach of warranty, products liability or
other claim investigation, litigation or proceeding arising out of or in
connection with goods or services which are the subject of any Scheduled
Receivables; (viii) the commingling of Collections of Scheduled
Receivables at any time with other funds; (ix) any investigation,
litigation or proceeding related to this Agreement or the use of proceeds of
purchases or the ownership of the related Purchased Interest or in respect of
any Scheduled Receivable or any related Specified Asset in respect thereof; (x) the
occurrence of any Termination Event; (xi) in the event any Purchased Interest
is greater than 0.95 times the related Scheduled Receivables; (xii) the failure
of any Scheduled Receivables to be Eligible Receivables; (xiii) the failure of
any Originator to complete the sale and delivery of the goods (or the
performance of the services, if any) which are the subject of any Scheduled
Receivables; (xiv) subject to Section 2.9(b), any Defaulted Receivable;
(xv) any shortfall resulting from the collection of a Scheduled Receivable in a
currency other than Dollars or Euros upon conversion thereof to Dollars or
Euros, as the case may be, and deposit into the Collection Accounts, as contemplated
by the Collateral Account Agreement; (xvi) any action or inaction of the
Originators or the Servicers which impairs the interest of the Administrative
Agent or any Purchaser in any Scheduled Receivables; or (xvii) any failure to
pay accrued interest hereunder when and as due. 
If and to the extent the Administrative Agent or any Purchaser shall be
required for any reason to pay over to an Originator or an Obligor (or any
trustee, receiver, custodian or similar official in any insolvency proceeding)
any amount received by such Person hereunder, such amount shall be deemed not
to have been so received and the Administrative Agent shall have a claim
against the Originators to the extent provided herein.  All Indemnified Amounts hereunder shall be
due and payable on the date that is 20 days from the demand made therefor to
the Payment Account of the Administrative Agent.  Any Scheduled Receivable in respect of which
an Indemnified Amount is paid pursuant to Sections 2.9(a)(iv), (xii), (xiii) or
(xiv) shall be deemed paid in full upon payment of the applicable Indemnified
Amount and upon such payment the affected Originator shall be deemed to have
repurchased any such Scheduled Receivable. 
To the extent such payments are in lieu of payment with respect to the Scheduled
Receivables, such payments shall be paid to the Administrative Agent for
disbursement under the Collateral Account Agreement.


 


(b)           Notwithstanding Section 2.9(a),
the Originators shall not be obligated to indemnify any Indemnified Person at
any time for (w) amounts unpaid, paid over or repaid to any Person with
respect to any Receivable as a result of the applicable Obligor being a debtor
in an Insolvency Proceeding commenced as of or prior to the Scheduled Due Date
for such Receivable, it being further understood and agreed that this clause
shall not limit the Originators’ obligations under this Section arising
out of or relating to any other event, occurrence or circumstance which would
give rise to an obligation of the Originators pursuant to this Section (to
the extent that such event, occurrence circumstance adversely affects repayment
of any Investments, plus accrued Interest thereon, during or in connection with
such Insolvency Proceeding), or (x) Indemnified Amounts resulting from the
gross negligence or willful misconduct on the part of the Indemnified Party
proposed to be indemnified.


 


21

















 


(c)           The obligations of each Originator
and each Servicer shall be deemed to be owed separately (v) to the Tranche
A Purchasers, and (w) to the Tranche B Purchasers, and (w)  to each
other Tranche of Purchasers (if any). Without limiting the foregoing, no
obligation of any Originator or Servicer to any Tranche of Purchasers shall be
affected by any condition or circumstance relating to any other Tranche of
Purchasers.


 


2.10.                        Replacement
of Purchasers.  The Servicers shall
be permitted to replace any Purchaser that (a) requests reimbursement for
amounts owing pursuant to Section 2.8 or (b) defaults in its obligation
to make purchases hereunder (without prejudice to the rights of the affected
Originator against such Purchaser), with a replacement financial institution; provided
that the replacement financial institution, if not already a Purchaser, shall
be reasonably satisfactory to the Administrative Agent, and the replaced
Purchaser shall be obligated to make such replacement in accordance with the
provisions of Section 9.6 (provided that the Servicers shall be obligated
to pay the registration and processing fee referred to therein).  Until such time as such replacement shall be
consummated, the Originators shall pay all additional amounts (if any) required
pursuant to Section 2.8 or 2.9(a), as the case may be, and any such
replacement shall not be deemed to be a waiver of any rights that the
Servicers, the Originators, the Administrative Agent or any other Purchaser
shall have against the replaced Purchaser.


 


2.11.                        Evidence
of Purchased Interests.  The
Administrative Agent, on behalf of the Purchasers, shall maintain the Register
pursuant to Section 9.6(d), and a subaccount therein for each Purchaser,
in which shall be recorded (i) the amount of each purchase made hereunder,
and (ii) the amount payable or to become due and payable from (or to be
deposited by) the Servicers and each Originator to each Purchaser
hereunder.  At the request of the
Administrative Agent, from time to time, the Servicers shall provide copies of
the drafts, shipping documents and other related documentation with respect to
a Scheduled Receivable as the Administrative Agent shall reasonably require.


 


SECTION 3.    REPRESENTATIONS
AND WARRANTIES


 


To induce the Administrative
Agent and the Purchasers to enter into this Agreement and to make the
purchases, each Originator, jointly and severally, hereby represents and
warrants to the Administrative Agent and each Purchaser that:


 


3.1.                              Financial
Condition.  The audited consolidated
balance sheets of Sanmina-SCI and its consolidated Subsidiaries as at September 29,
2007, and the related statements of income and of cash flows of Sanmina-SCI for
the fiscal years ended on such dates, contained in its Annual Report on Form 10-K
filed with the SEC on November 28, 2007, present fairly in all material
respects the consolidated financial condition of Sanmina-SCI and its
consolidated Subsidiaries as at such date, and Sanmina-SCI’s consolidated
results of operations and cash flows for the respective fiscal years then
ended.  The unaudited consolidated
balance sheet of Sanmina-SCI and its consolidated Subsidiaries as at March 29,
2008, and the related statements of income and cash flows of Sanmina-SCI for
the fiscal quarter ended on such date, contained in its Quarterly Report on Form 10-Q
filed with the SEC on May 6, 2008, present fairly in all material respects
the consolidated financial condition of Sanmina-SCI and its consolidated
Subsidiaries as at such date, and Sanmina-SCI’s consolidated results of
operations and cash flows for the respective fiscal quarter then ended.  All such financial statements, including the
related schedules and notes thereto, have been prepared in accordance with GAAP
applied 


 


22

















 


consistently throughout the
periods involved (except as approved by Sanmina-SCI’s accountants and disclosed
therein and subject to normal year-end adjustments in the case of unaudited
financial statements).  No Group Member
has any material Guarantee Obligations, material contingent liabilities or
material liabilities for taxes, or any long-term leases or unusual forward or
long-term commitments, including, without limitation, any interest rate or
foreign currency swap or exchange transaction or other obligation in respect of
derivatives, that are not reflected in the audited financial statements
referred to in this paragraph.  During
the period from March 29, 2008, to and including the date hereof, there
has been no Disposition by any Group Member of any material part of its
business or property that could reasonably be expected to result in a Material
Adverse Effect.


 


3.2.                              No
Change.  Since September 29,
2007, there has been no change, development or event that has had or could
reasonably be expected to have a Material Adverse Effect.


 


3.3.                              Existence;
Compliance with Law.  Each Originator
and Servicer (a) is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, (b) has the power
and authority, and the legal right, to own and operate its property, to lease
the property it operates as lessee and to conduct the business in which it is
currently engaged, (c) is duly qualified as a foreign corporation and in
good standing under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such qualification,
except where the failure to do so could not reasonably be expected to have a
Material Adverse Effect, and (d) is in compliance with all Requirements of
Law, except to the extent that the failure to comply therewith could not, in
the aggregate, reasonably be expected to have a Material Adverse Effect.


 


3.4.                              Power;
Authorization; Enforceable Obligations. 
Each of the Originators and the Servicers has the power and authority,
and the legal right, to make, deliver and perform the Transaction Documents to
which it is a party.  Each of the
Originators and the Servicers has taken all necessary organizational action to
authorize the execution, delivery and performance of the Transaction Documents
to which it is a party.  No consent or
authorization of, filing with, notice to or other act by or in respect of any
Governmental Authority or any other Person is required in connection with the
transactions hereunder or with the execution, delivery, performance, validity
or enforceability of this Agreement or any of the other Transaction Documents,
except (a) consents, authorizations, filings and notices described in
Schedule 3.4, which consents, authorizations, filings and notices have been
obtained or made and are in full force and effect and (b) the filings
referred to in Section 3.14.  Each
Transaction Document has been duly executed and delivered on behalf of each
Originator and Servicer party thereto. 
This Agreement constitutes, and each other Transaction Document upon
execution and delivery thereof will constitute, a legal, valid and binding
obligation of each Originator and Servicer party thereto, enforceable against
each such Originator and Servicer in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the enforcement of creditors’ rights
generally and by general equitable principles (whether enforcement is sought by
proceedings in equity or at law).  This
Agreement and the other Transaction Documents are in proper legal form under
Hungarian, Finnish, Thai, Singapore, Israeli or Canadian (Nova Scotia) law, as
the case may be, for the enforcement thereof against the respective Originators
organized under the laws of each such jurisdiction, as the case may be, and to
ensure the legality, validity, enforceability or 


 


23

















 


admissibility in evidence of
this Agreement against such Originators in the respective jurisdiction it is
not necessary that this Agreement, any other Transaction Document or any other
document be filed or recorded with any court or other authority in Hungary,
Finland, Singapore, Canada, Thailand or Israel, as the case may be, or that any
stamp or similar tax be paid on or in respect of this Agreement, such other
Transaction Documents or any other document; provided, that (i) in
the event any legal proceedings are brought in a court of Hungary with respect
to any Transaction Documents or other documents or instruments, (a) it
would be necessary at the time to pay stamp tax to initiate such proceedings or
file an appeal, the current rate of which equals 6% of the value of the amount
in dispute, but not more than HUF900,000 and (b) a Hungarian translation
thereof must be prepared by an authorized public translator of the English
language in Hungary, and such translation is filed with the document concerning
which the action is brought and (ii) in the event legal proceedings are
brought in the courts of Thailand, any original executed powers of attorney or
proxies which are physically brought into Thailand should be affixed with
nominal stamp duty in the maximum amount of Baht30 and documents in languages
other than Thai must be certified translated into the Thai language in order to
be admissible as evidence in the courts of Thailand.


 


3.5.                              No
Legal Bar.  The execution, delivery
and performance of this Agreement and the other Transaction Documents and the
use of the proceeds thereof will not violate the Organizational Documents of
any Originator or Servicer party thereto, will not violate in any respect
material to the rights and interests of the Purchasers any Requirement of Law
or, except as previously disclosed in writing by the Originators or the
Servicers to the Administrative Agent and the Purchasers, any material
Contractual Obligation of any Originator or Servicer and will not result in, or
require, the creation or imposition of any Lien on any of their respective
properties or revenues pursuant to any Requirement of Law or any such
Contractual Obligation (other than the Liens created by the Security
Documents).


 


3.6.                              Litigation.  No litigation, investigation or proceeding of
or before any arbitrator or Governmental Authority is pending or, to the
knowledge of any Originator, threatened by or against any Group Member or
against any of their respective properties or revenues (a) with respect to
any of the Transaction Documents or any of the transactions contemplated hereby
or thereby or (b) that could reasonably be expected to have a Material
Adverse Effect.


 


3.7.                              No
Default.  No Group Member is in
default under or with respect to any of its Contractual Obligations in any
respect that could reasonably be expected to have a Material Adverse
Effect.  No Termination Event has
occurred and is continuing.


 


3.8.                              Ownership
of Property; Liens.  Each Originator
and Servicer has good and marketable title to, or a valid leasehold interest
in, all its real property necessary for the conduct of its business, and good
title to, or a valid leasehold interest in or right to use, all its other
property necessary for the conduct of its business.  On each Purchase Date each Originator will be
the legal and beneficial owner of the Scheduled Receivables to be purchased on
such date, free and clear of any Lien or adverse claim, except such Liens as
are released upon payment to the holder thereof on a Purchase Date of the
Investment with respect to the Scheduled Receivable subject to such Lien and
Liens created by the Security Documents; upon each purchase the Purchasers will
have a valid and enforceable perfected undivided percentage ownership interest
to the extent of the Purchased Interest or a valid and enforceable first
priority, 


 


24

















 


perfected security interest in
each such Scheduled Receivable, in each case free of any Lien or adverse
claim.  No effective UCC Financing
Statement or other instrument similar in effect covering any of the Scheduled
Receivables is on file in any recording office (including in Hungary, Finland,
Canada, Singapore, Thailand or Israel), other than the UCC Financing Statements
filed pursuant to this Agreement in favor of the Administrative Agent, except
as otherwise permitted by this Section 3.8.  Each Scheduled Receivable is an Eligible
Receivable.


 


3.9.                              Taxes.  Each Originator and Servicer has filed or
caused to be filed all material tax returns that are required to be filed and
has paid all taxes shown to be due and payable on said returns or on any
written assessments made against it or any of its property and all other
material taxes, fees or other charges imposed on it or any of its property by
any Governmental Authority (other than such taxes, fees or other charges the
amount or validity of which are currently being contested in good faith by appropriate
proceedings and with respect to which reserves in conformity with GAAP have
been provided on the books of the relevant Originator or Servicer, as the case
may be); no tax Lien has been filed, and, to the knowledge of any Originator,
no claim is being asserted, with respect to any such tax, fee or other charge
that in any case would reasonably be expected to have a Material Adverse
Effect.


 


3.10.                        Federal
Regulations.  No part of the proceeds
of any Investment will be used for “buying” or “carrying” any “margin stock”
within the respective meanings of each of the quoted terms under Regulation U
as now and from time to time hereafter in effect or for any purpose that
violates the provisions of Regulation U or Regulation X of the Board.


 


3.11.                        Investment
Company Act; Other Regulations.  No
Originator is an “investment company,” or a company “controlled” by an “investment
company,” within the meaning of the U.S. Investment Company Act of 1940, as
amended.  No Originator is subject to
regulation under any Requirement of Law (other than Regulation X of the Board)
that limits its ability to incur Indebtedness.


 


3.12.                        Accuracy
of Information, etc.  No statement or
information contained in this Agreement, any other Transaction Document or any
other document, certificate or statement furnished by or on behalf of any
Originator to the Administrative Agent or the Purchasers, or any of them, for
use in connection with the transactions contemplated by this Agreement or the
other Transaction Documents, when taken together with Sanmina-SCI’s filings
with the SEC, contained as of the date such statement, information, document or
certificate was so furnished, any untrue statement of a material fact or
omitted to state a material fact necessary to make the statements contained
herein or therein not misleading.  There
is no fact known to any Originator that could reasonably be expected to have a
Material Adverse Effect that has not been expressly disclosed herein or in
Sanmina-SCI’s filings with the SEC, in the other Transaction Documents, or in
any other documents, certificates and statements furnished to the
Administrative Agent and the Purchasers for use in connection with the
transactions contemplated hereby and by the other Transaction Documents.  Sanmina has filed all required registration
statements, prospectuses, reports, schedules, forms, statements and other
documents required to be filed by Sanmina with the SEC since January 1,
2006 (collectively, the “Sanmina Reports”).  None of the Sanmina Reports, as of their respective
dates (and, if amended or superseded by a filing prior to the date of this
Agreement, then on the date of such filing), contained any untrue statement of
a material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.


 


25

















 


3.13.                        Solvency.  Each Originator is, and after giving effect
to the Purchasers’ Investments and the incurrence of the obligations being
incurred hereunder, will be and will continue to be, Solvent.


 


3.14.                        Security
Documents.  The Collateral Assignment
Agreement, the Collateral Account Agreement and each Receivables Transfer
Agreement is effective to create in favor of the Administrative Agent, for the
benefit of the Purchasers, a legal, valid and enforceable security interest or
ownership interest, as the case may be, in the Collateral and Scheduled
Receivables, as the case may be, described therein and proceeds thereof.  In the case of the Collateral described in
the Collateral Assignment Agreement, when the actions specified on Schedule
3.14 have been taken, the Collateral Assignment Agreement shall constitute a
fully perfected Lien on, and security interest in, all right, title and
interest of the relevant Originator in such Collateral and the proceeds
thereof, as security for their obligations hereunder, in each case prior and
superior in right to any other Person, except for claims that have priority by
operation of law. In the case of the Scheduled Receivables, when the actions
specified on Schedule 3.14 have been taken, this Agreement together with the
Receivables Transfer Agreements shall constitute an effective transfer of all
right, title and interest of the relevant Originator in such Scheduled
Receivables and the proceeds thereof. 
Except as set forth in this Section 3.14, no other documents are
required to be filed, registered or recorded, and no other action is required
to be taken by any Person, to perfect such security interest in favor of the
Administrative Agent, for the benefit of the Purchasers.


 


3.15.                        Principal
Place of Business.  The principal
place of business and chief executive office (as such terms are used in the
UCC) of each Originator and the office where each Originator keeps its records
concerning the Scheduled Receivables are located at the addresses set forth on
Schedule 3.15.  No Originator has an
office or place of business in the United States or any Commonwealth, territory
or possession of the United States.


 


3.16.                        Accounting
for Scheduled Receivables.  Each
Originator has accounted for each sale of undivided percentage ownership
interests in its Scheduled Receivables in its books and financial statements as
sales, consistent with GAAP in its respective jurisdiction.  No Originator shall prepare financial
statements which shall account for the transactions contemplated hereby in any
manner other than as sales of the Scheduled Receivables by the Originators to
the Purchasers or in any other respect account for or treat the transactions
contemplated hereby (including for accounting purposes, but excluding for tax
reporting purposes and except as required by law) in any manner other than as
sales of the Scheduled Receivables by the Originators to the Purchasers.  None of the Scheduled Receivables when sold
hereunder will constitute assets of the respective Originator, and the transfer
of the Purchased Interests to the Purchasers will not be capable of being set
aside by any creditor of such Originator or any other Person (including,
without limitation, any liquidator, trustee, receiver, sindico or similar official with respect
to such Originator).


 


SECTION 4.    CONDITIONS
PRECEDENT


 


4.1.                              Conditions
Precedent to Initial Purchase.  The
agreement of each Purchaser to make the initial purchase of an undivided
interest from an Originator pursuant to this Agreement is subject to the
satisfaction, prior to the making of such purchase on the initial Purchase Date
in respect of such Originator (the date of such satisfaction, as notified by
the 


 


26

















 


Administrative Agent to the
Servicers and the Purchasers, each being a “Closing Date”), of the
following conditions precedent:


 


(a)                                  Receivables
Purchase Agreement; Security Documents. 
The Administrative Agent shall have received (with copies for each
Purchaser) (i) this Agreement, executed and delivered by the Originators,
the Servicers, the Administrative Agent and each Person listed on Schedule
1.1A, and (ii) each of the Security Documents, executed and delivered by
each of the applicable Originators parties thereto and the Administrative
Agent.


 


(b)                                 Certain
Other Transaction Documents.  The
Administrative Agent shall have received (i) a copy of the Notification
(with the respective acknowledgement where required hereunder) in respect of
the Scheduled Receivables to be purchased on such date and (ii) the duly
executed Guarantee of the Guarantor.


 


(c)                                  Financial
Statements.  All financial statements
delivered to the Purchasers under Section 3.1 shall be in form
satisfactory to the Administrative Agent.


 


(d)                                 Approvals;
Waiver.  All material governmental
and third party approvals necessary in connection with the making of the
purchases or the continuing operations of the Originators shall have been
obtained and shall be in full force and effect; provided that if any such
consent or approval shall not have been obtained in respect of a proposed
Eligible Buyer, such consent or approval may be delivered as a condition to a
subsequent Purchase Date, at which date Scheduled Receivables arising from
sales to such Eligible Buyer can be presented for purchase.


 


(e)                                  Fees.  The Purchasers, the Lead Arranger and the
Administrative Agent shall have received all previously agreed fees required to
be paid, and all expenses for which invoices have been presented (including,
without limitation, the reasonable fees and expenses of legal counsel), on or
before the Closing Date.  All other fees
will be reflected in the funding instructions given by the Servicers to the
Administrative Agent on or before the respective Initial Purchase Date.


 


(f)                                    Closing
Certificate.  The Administrative
Agent shall have received a certificate of such Originator, dated as of the
Closing Date for the relevant Originator, substantially in the form of Exhibit F,
with appropriate insertions and attachments.


 


(g)                                 Legal
Opinions.  The Administrative Agent
shall have received the following executed legal opinions, dated the respective
Closing Date:


 


(i)            the legal opinion
of Baker & McKenzie, U.S. counsel to the Servicers and the
Originators, substantially in the form of Exhibit E (only in respect of
the first Closing Date hereunder);


 


(ii)           the legal opinion
of Tilleke & Gibbins International Ltd., special Thai
counsel to Sanmina Thailand, in form and substance reasonably acceptable to the
Administrative Agent and the Purchasers;


 


27
















 


(iii)          the legal opinion of Clifford Chance,
special Hungarian counsel to Sanmina Hungary and Enclosure Hungary,
substantially in the form of Exhibit D;


 


(iv)          the legal opinion of Drew &
Napier, special Singapore counsel to Sanmina Singapore, substantially in the
form of Exhibit C;


 


(v)           the legal opinion of Stikeman,
Elliott, special Canada counsel to Sanmina Canada, in form and substance
reasonably acceptable to the Administrative Agent and the Purchasers;


 


(vi)          the legal opinion of Shavit Bar-On Gal-on Tzin Nov Yagur, special
Israel counsel to Sanmina Israel, in form and substance reasonably acceptable
to the Administrative Agent and the Purchasers; and


 


(vii)         the legal opinion of Veikko Palotie & Co. Oy, special
Finland counsel to Sanmina Finland and Enclosure Finland, in form and substance
reasonably acceptable to the Administrative Agent and the Purchasers.


 


Each such legal opinion
shall be in form and substance reasonably satisfactory to the Administrative
Agent, the Purchasers and their counsel and shall cover such other matters
incident to the transactions contemplated by this Agreement as the
Administrative Agent may reasonably require, including, without limitation, the
creation and perfection of ownership and security interests in the Collateral and
the Scheduled Receivables.


 


(h)           Agent for Service
of Process.  Such Originator and the
Servicers shall have appointed CSC Corporation as its agent for service of
process in New York City in connection with the Transaction Documents, and the
Administrative Agent shall have received a duly executed letter from CSC
Corporation acknowledging each such appointment and otherwise in form and
substance satisfactory to the Administrative Agent .


 


(i)            All legal matters incidental to this
Agreement, the Security Documents and the Transactions shall be satisfactory to
the Purchasers and to Greenberg Traurig, LLP, counsel for the Administrative
Agent.


 


(j)            The Administrative Agent shall have
established one or more Collection Accounts for such Originator.


 


4.2.          Conditions
Precedent to All Purchases.  The
agreement of each Purchaser to make its purchase of an undivided interest
pursuant to this Agreement (including on the initial Purchase Date) is subject
to the further satisfaction, prior to the making of any such purchase, of the
following conditions precedent:


 


(a)           No Material
Adverse Change.  No development or
event shall have occurred that has had or would reasonably be expected to have
a Material Adverse Effect.


 


28

















 


(b)           Representations
and Warranties.  Each of the
representations and warranties made by any Originator or a Servicer in or
pursuant to the Transaction Documents shall be true and correct in all material
respects on and as of the Purchase Date as if made on and as of such date.


 


(c)           No Termination
Event.  No Termination Event or
Incipient Termination Event shall have occurred and be continuing on such
Purchase Date or after giving effect to the purchase requested to be made on
such date.


 


(d)           Filings, Registrations
and Recordings; Other Actions.  Each (a) document
specified in Schedule 3.14, or otherwise reasonably requested by the
Administrative Agent, to be filed, registered or recorded by the Originators
and (b) each other action specified on Schedule 3.14, or otherwise
reasonably requested by the Administrative Agent, to be taken prior to or
concurrently with the Purchase Date by the Originators, in each case in order
to create in favor of the Administrative Agent, for the benefit of the
Purchasers, a perfected ownership interest in and first priority Lien on the
Collateral described therein and ownership interest in the Scheduled
Receivables, prior and superior in right to any other Person, shall be in
proper form for filing, registration or recordation or shall have been taken,
as the case may be.


 


The sale by the Originators
hereunder shall constitute a representation and warranty by the Originators as
of the relevant Purchase Date that the conditions contained in Section 4.2(b) and
(c) have been satisfied.


 


SECTION 5.   AFFIRMATIVE
COVENANTS


 


Each
Originator hereby agrees that, so long as the Purchaser’s Investment Limits
remain in effect or any amount is owing to any Purchaser or the Administrative
Agent hereunder, the Originators, the Servicers or Sanmina-SCI, as applicable,
shall:


 


5.1.          Financial
Statements.  Furnish to the
Administrative Agent:


 


(a)           as soon as
available, but in any event within 90 days after the end of each fiscal year of
Sanmina-SCI, a copy of the audited consolidated balance sheet of Sanmina-SCI
and its consolidated subsidiaries as at the end of such year and the related
audited statements of income and of cash flows for such year, setting forth in
each case in comparative form the figures for the previous year, reported on
without a “going concern” or like qualification or exception, or qualification
arising out of the scope of the audit, by KPMG LLP, or other independent
registered public accountants of recognized international standing and without
any limitation or qualification on the certification of internal controls
required under SEC rules; and


 


(b)           as soon as
available, but in any event not later than 60 days after the end of each of the
first three quarterly periods of each fiscal year of Sanmina-SCI, the unaudited
consolidated balance sheet of Sanmina-SCI as at the end of such quarter and the
related unaudited consolidated statements of income and of cash flows for such
quarter and the portion of the fiscal year through the end of such quarter,
setting forth in comparative form the figures for the previous year, certified
by a Responsible Officer of Sanmina-SCI as fairly presenting in all material
respects the financial condition of SCI-Sanmina and its Subsidiaries as at the
dates indicated and the results of their operations and cash flows for the
periods indicated, 


 


29

















 


subject
to changes resulting from normal year-end audit adjustments and the absence of
footnotes (which certification shall be satisfied by the certification provided
in Exhibit 31 to Sanmina-SCI’s Quarterly Report on Form 10-Q filed
with the SEC).  Each of the Purchasers
shall be entitled to rely on such certification as if addressed to them.


 


Financial
statements required to be delivered pursuant to Sections 5.1(a) and (b) (to
the extent any such financial statements are included in materials otherwise
filed with the SEC) may be delivered electronically and if so, shall be deemed
to have been delivered on the date on which Sanmina-SCI posts such reports, or
provides a link thereto, either: (i) on Sanmina-SCI’s website on the
Internet at the website address listed in Section 9.2; or (ii) when
such report is posted electronically on IntraLinks/IntraAgency or other
relevant website which each Purchaser and the Administrative Agent have access
to (whether a commercial, third-party website or whether sponsored by the
Administrative Agent), if any, on Sanmina-SCI’s behalf; provided that: (x) Sanmina-SCI
shall deliver paper copies of such reports to the Administrative Agent or any
Purchaser who requests Sanmina-SCI to deliver such paper copies until written
request to cease delivering paper copies is given by the Administrative Agent
or such Purchaser;  and (y) Sanmina-SCI
shall notify (which may be by facsimile or electronic mail) the Administrative
Agent of the posting of any such reports and immediately following such
notification Sanmina-SCI shall provide to the Administrative Agent, by
electronic mail, electronic versions (i.e., soft copies) of such reports. The
Administrative Agent shall have no obligation to request the delivery or to
maintain copies of the reports referred to above, and in any event shall have
no responsibility to monitor compliance by Sanmina-SCI with any such request
for delivery, and each Purchaser shall be solely responsible for requesting
delivery to it or maintaining its copies of such reports.


 


5.2.          Payment of
Obligations.  Pay, discharge or
otherwise satisfy at or before maturity or before they become delinquent, as
the case may be, all its material obligations of whatever nature, except where
the amount or validity thereof is currently being contested in good faith by
appropriate proceedings and reserves in conformity with GAAP with respect
thereto have been provided on the books of the relevant Group Member or where
the failure to so pay, discharge or satisfy such obligation could not
reasonably be expected to have a Material Adverse Effect.


 


5.3.          Maintenance of
Existence; Compliance.  (a)(i) 
Preserve, renew and keep in full force and effect its organizational existence,
(ii) continue to engage in business of the same general type conducted by
it on the initial Purchase Date and any business that is related, ancillary or
complementary thereto or a reasonable extension thereof, and (iii) take
all reasonable action to maintain all permits, licenses, rights, privileges and
franchises necessary or desirable in the normal conduct of its business,
except, in the case of clause (iii) above, to the extent that failure to
do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply
with all Contractual Obligations binding on it and applicable Requirements of
Law except to the extent that failure to comply therewith could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.


 


5.4.          Maintenance of
Property; Insurance.  (a) Keep
all property useful and necessary in its business in good working order and
condition, ordinary wear and tear excepted, and (b) maintain with
financially sound and reputable insurance companies insurance on all its
property in at least such amounts and against at least such risks (but
including in any event 


 


30

















 


public
liability and product liability) as are usually insured against in the same
general area by companies engaged in the same or a similar business.


 


5.5.          Inspection of
Property; Books and Records; Discussions. 
(a)  Keep proper books of records and account in which entries are
made so that financial statements may be prepared in conformity with GAAP and (b) at
reasonable times and upon reasonable prior notice, permit employees of any
Purchaser and the Administrative Agent to (at its own expense prior to a
Termination Event), visit and inspect any of its properties and examine and
make abstracts from any of its books and records (including computer tapes and
disks) relating to Scheduled Receivables. 
Without limiting the foregoing, such examinations, copies, abstracts,
visits and discussions may cover, among other things, maturity dates, agings,
past dues, charge-offs and offsets with respect to the Scheduled
Receivables.  Notwithstanding anything to
the contrary in this Section 5.5, no Originator shall be required to
disclose, permit the inspection, examination or making of extracts, or
discussion of any document, information or matter that (i) constitutes
non-financial trade secrets or non-financial proprietary information, (ii) in
respect of which disclosure to any Purchaser or the Administrative Agent is
then prohibited by law, rule, regulation, statute or ordinance or any agreement
binding on such Originator, Sanmina-SCI or any other Subsidiary of Sanmina-SCI
or (iii) is subject to attorney-client or similar privilege or constitutes
attorney work product.


 


5.6.          Notices.  Promptly give notice to the Administrative
Agent and each Purchaser of:


 


(a)           the occurrence of
any Incipient Termination Event or Termination Event;


 


(b)           any (i) material
default or event of default under any material Contractual Obligation of any
Originator or Servicer or (ii) material litigation, investigation or
proceeding that may exist at any time to which any Originator or Servicer is a
party or is subject that, in either case, if not cured or if adversely
determined, as the case may be, could reasonably be expected to have a Material
Adverse Effect;


 


(c)           any litigation or
proceeding affecting any Originator or Servicer (i) in which the amount
involved is $15,000,000 or more and not covered by insurance or (ii) that
relates to any Transaction Document; and


 


(d)           any other
development or event that has had or could reasonably be expected to have a
Material Adverse Effect.


 


Each notice pursuant to this
Section 5.6 shall be accompanied by a statement of a Responsible Officer
of Sanmina-SCI setting forth details of the occurrence referred to therein and
stating what action the relevant Originator or Servicer proposes to take with
respect thereto.


 


5.7.          Use of Proceeds.  The proceeds of the sales of Scheduled
Receivables will be used for working capital and general corporate
purposes.  No part of the proceeds will
be used, whether directly or indirectly, for any purpose that entails a
violation of any of the regulations of the Board applicable to the Originators,
including, without limitation, Regulations U and X.


 


31

















 


5.8.          Irrevocable
Payment Instructions.  Deliver to
each purchaser designated as an Eligible Buyer in respect of a Scheduled
Receivable the Irrevocable Payment Instructions to make payment to (or to cause
a letter of credit to be paid to) the relevant Collection Account.  In the case of (x) sales to an Eligible
Buyer located in France such Irrevocable Payment Instructions must be duly
acknowledged by the Eligible Buyer or the related Notification must be
delivered in a manner acceptable to the Administrative Agent and (y) sales
made by Sanmina Thailand, the Notification must have been acknowledged in form
and substance satisfactory to the Administrative Agent. Notwithstanding the
foregoing, for a period of up to 90 days from the Closing Date hereunder in
respect of an Originator, payments may be made by Eligible Buyers whose
Receivables are sold by such Originator hereunder to accounts other than the
Collection Accounts, and be promptly transferred by the Servicers to the
respective Collection (each such period of 90 days being a “Ramp Up Period”).


 


5.9.          Ownership.  In the case of Sanmina-SCI, retain, directly
or indirectly, voting control of the Originators.


 


5.10.        Further Assurances.  Execute and deliver, or cause to be executed
and delivered, such additional instruments, certificates or documents, and take
all such actions, as the Administrative Agent may reasonably request (i) to
perfect or maintain the ownership interest of the Purchasers in Scheduled
Receivables and Liens for the benefit of the parties named in the applicable
Security Documents as beneficiaries thereof, including assets that are required
to become Collateral after the Initial Purchase Date, or (ii) otherwise to
implement or effectuate the provisions of this Agreement and the other
Transaction Documents.


 


5.11.        Offices, Records,
Books of Account.  Each Originator (i) shall
keep its principal place of business and chief executive office (as such terms
are defined in the UCC) and the office where it keeps its records concerning
the Scheduled Receivables at the address of such Originator set forth on
Schedule 3.15 or, upon at least 15 days’ prior written notice of a proposed
change to the Administrative Agent, at any other locations, so long as, prior
to making such a change, such Originator shall have taken all actions in any
applicable jurisdiction that may be requested by the Administrative Agent in
accordance with Section 3.14; and (ii) shall provide the
Administrative Agent with at least 15 days’ written notice prior to making any
change in such Originator’s name or making any other change in the Originator’s
identity or corporate structure which could render any UCC Financing Statement
theretofore filed with respect to such Person by any other Person (including,
if applicable, any UCC Financing Statements filed in connection with this
Agreement) “seriously misleading” as such term is used in the UCC, so long as,
prior to making any such change, the Originator shall have taken all actions in
any applicable jurisdiction that may be requested by the Administrative Agent
in accordance with Section 3.14. 
Each Originator also will maintain and implement administrative and
operating procedures (including an ability to recreate records evidencing
Scheduled Receivables and related Contracts in the event of the destruction of
the originals thereof) and keep and maintain all documents, books, records,
computer tapes and disks and other information reasonably necessary or
advisable for the collection of all Scheduled Receivables, including records
adequate to permit the daily identification of each Scheduled Receivable and
all Collections of and adjustments to each existing Scheduled Receivable.  Each Originator and the Servicers agree to
indicate, or cause to be indicated, on the computer files containing a master
database of Scheduled Receivables a notation that all Scheduled Receivables
included in such list or print out have been sold to the Purchasers in
accordance with this Agreement, and to deliver to the Administrative Agent 


 


32

















 


computer
files, microfiche lists or typed or printed lists containing true and complete
lists of all such Scheduled Receivables, identified by Obligor from time to
time promptly upon request of the Administrative Agent.


 


5.12.        Sales, Liens, Etc. 
No Originator shall sell, assign (by operation of law or otherwise) or
otherwise dispose of, or create or suffer to exist any Lien or adverse claim
upon or with respect to, any or all of its right, title or interest in, to or
under the Scheduled Receivables or upon or with respect to any account to which
any Collections of Scheduled Receivables are deposited, or assign any right to
receive income in respect of any items contemplated by this Section (except
as required by this Agreement).


 


5.13.        Extension or Amendment of Receivables; Changes to Contract.  Except as expressly provided by this
Agreement, no Originator shall adjust the outstanding principal balance of, or
otherwise modify the terms of, any of the Scheduled Receivables, or amend,
modify or waive any term or condition of any related Contract; provided, that,
notwithstanding any other provision of this Agreement, an Originator (x) may
extend the Scheduled Due Date of any Scheduled Receivable, but in no event to a
date later than the last day of the Yield Period for such Scheduled Receivable,
unless such Originator repurchases such Scheduled Receivable in full on the
original Distribution Date therefor; and (y) may grant a Dilution in
respect of a Scheduled Receivable, so long as the amount of any such Dilution
is paid in full by the Servicers no later than the last day of the Yield Period
for such Scheduled Receivable.  The
Originators shall provide the Administrative Agent with prompt notice of any
material modifications to the supply agreements that were in place with an
Eligible Buyer at the date it became an Eligible Buyer.


 


5.14.        Status of Scheduled Receivables.  In the event that any third party and any
Originator enter into negotiations or discussions concerning the provision of
financing (whether in the form of a loan, purchase or otherwise) with respect
to any Scheduled Receivable, such Originator shall inform such third party that
the Originator has sold an undivided percentage ownership interest in such
Scheduled Receivables to the Purchasers.


 


5.15.        Account Generation and Servicing Practices.  No Originator shall make any change or
modification (or permit any change or modification to be made) in any material
respect to the manner in which it generates and services Receivables from the
manner in which such Originator generated and serviced Receivables prior to the
date hereof, except (i) if such changes or modifications are necessary
under any Requirement of Law, or (ii) if such changes or modifications
would not have a Material Adverse Effect with respect to the Purchasers or the
Administrative Agent and any such change shall be promptly notified by the
affected Originator to the Administrative Agent.


 


5.16.        Inconsistent Instructions. Following the Ramp-Up
Period, no Originator shall give any Eligible Buyer any instructions contrary
to or inconsistent with the provisions contained in the Irrevocable Payment
Instruction with respect to payments of Scheduled Receivables.


 


5.17         Designation of New Eligible Buyers,
New Originators and New Obligor Limits. 
(a)  If the Servicers wish to designate a Contingent Eligible Buyer
as an Eligible Buyer (a “New Eligible Buyer”), they shall first notify
the Administrative Agent of the 


 


33

















 


designation of such customer
as a New Eligible Buyer.  Subject to (i) the
prior written consent of the Required Purchasers to the addition of such New
Eligible Buyer, (ii) determination of the applicable Obligor Limits and
Applicable Margin for such New Eligible Buyer by Required Purchasers, (iii) compliance
with the requirements for perfection of the ownership and security interest in
the Receivables arising from sales to such Eligible Buyer, and legal opinions,
in each case in form and substance satisfactory to the Administrative Agent and
the Purchasers, and (iv) fulfillment by each Purchaser of the procedures
specified in Section 5.17(b), such customer shall be deemed to be an
Eligible Buyer for all purposes of this Agreement and the other Transaction
Documents.  The Servicers shall use their
reasonable commercial efforts, consistent with their obligations of
confidentiality, to provide such information concerning the New Eligible Buyers
and their contractual relations with the relevant Originator as the
Administrative Agent may reasonably request.


 


(b)           In connection with
their designation of a Contingent Eligible Buyer as a New Eligible Buyer
hereunder, the Servicers shall request the establishment of Purchasers’
Investment Limits in respect of such Contingent Eligible Buyer in an amount
that, when added together with the then existing Purchasers’ Investment Limits
does not exceed $250,000,000.  At the
time of sending such request, the Servicers (in consultation with the
Administrative Agent) shall specify the time period within which each Purchaser
is requested to respond (which shall in no event be less than 15 Business Days
from the date of delivery of such request to the Purchasers).  Each Purchaser shall determine, in its sole
discretion, whether it will establish a Purchaser’s Investment Limit in respect
of such new Eligible Buyer, and shall notify the Administrative Agent within
such time period whether or not it agrees to establish such a Purchaser’s
Investment Limit, it being understood that each Purchaser must agree to
establish a Purchaser’s Investment Limit for such new Eligible Buyer in an
amount equal to its pro rata share of such requested amount for the Purchasers’
Investments Limits to take effect with respect to such Purchaser; provided,
however, that if any Purchaser declines to establish a Purchaser’s
Investment Limit accordingly (any such Purchaser being a “Non-Increasing
Purchaser” with respect to such New Eligible Buyer), the other Purchasers
may agree to increase their Purchaser’s Investment Limits in respect of such
new Eligible Buyer by an aggregate amount equal to the full amount of what
would have been such Non-Increasing Purchaser’s pro rata share of the requested
increase (no such increase by the other Purchasers being permitted in an
aggregate amount of less than the full amount of such pro rata share).  Any Purchaser not responding within such time
period shall be deemed to have declined to establish a Purchaser’s Investment
Limit for such new Eligible Buyer and shall constitute a Non-Increasing
Purchaser with respect to such New Eligible Buyer.


 


(c)           If the Purchasers
agree to increase the Purchasers’ Investment Limits in accordance with this
Section, the Administrative Agent and the Servicers shall determine the
effective date of such increase (an “Increase Effective Date”) and
promptly notify the Purchasers thereof. 
As a condition precedent to such increase, each Obligor shall deliver to
the Administrative Agent a certificate (i) certifying that before and
after giving effect to such increase, the representations and warranties
contained in Article 3 are true and correct on and as of the Increase
Effective Date, except to the extent that such representations and warranties
specifically refer to an earlier date and except that this clause (i) shall
be deemed to refer to the last day of the most recent fiscal quarter and year
for which financial statements have been made available in respect of the
representations and warranties made in Sections 3.1 and 3.2, and (ii) 


 


34

















 


no
Termination Event or Incipient Termination Event exists.  The Administrative Agent shall distribute an
amended Schedule 1.1A (which shall be deemed incorporated into this Agreement)
to reflect the changes therein resulting from such increase.


 


No
Purchaser which is a Non-Increasing Purchaser with respect to any New Eligible
Buyer shall have any obligation to purchase any interest in Receivables of such
New Eligible Buyer. No Collections or other amount payable in respect of
Receivables of any Tranche shall be reduced on account of any other Tranche or
any circumstance or condition relating to any other Tranche.  No Purchaser in its capacity as a Tranche A
Purchaser or Tranche B Purchaser or Purchaser in respect of any other Tranche
shall have any obligation to share amounts received with Purchasers in respect
of any other Tranche.


 


(d)           If the Servicers
wish to designate a Group Member as an “Originator” hereunder (a “New
Originator”), they shall first notify the Administrative Agent of the
designation of such Group Member as a New Originator.  Subject to (i) the prior written consent
of the Required Purchasers to the addition of such New Originator, (ii) compliance
with the requirements for perfection of the ownership and security interest in
the Receivables arising from sales by such New Originator, and legal opinions,
certifications and documentation, in each case in form and substance
satisfactory to the Administrative Agent and the Purchasers (including an
amendment to the Guarantee to cover such New Originators and security
agreements relating to Collections and related deposit accounts), and (iii) execution
and delivery by such New Originator of an accession agreement in form and
substance satisfactory to the Administrative Agent and the Purchasers, such
Group Member shall be deemed to be an Originator for all purposes of this
Agreement and the other Transaction Documents.


 


(e)           If the Servicers
wish to increase the Obligor Limits in respect of one or more Eligible Buyers
from time to time, subject to (i) the prior written consent of the
Purchasers to the increase, and (ii) determination of the applicable
Obligor Limits the newly approved Obligor Limit shall be effective for all
purposes hereunder.  The Administrative
Agent shall distribute an amended Schedule 1.1B (which shall be deemed
incorporated into this Agreement) to reflect the changes therein resulting from
such increase.


 


  In connection with the request
for an increase in Obligor Limits,  at
the time of sending such request, the Servicers (in consultation with the
Administrative Agent) shall specify the time period within which each Purchaser
is requested to respond (which shall in no event be less than 15 Business Days
from the date of delivery of such request to the Purchasers).  Each Purchaser shall determine, in its sole
discretion, whether it will agree to such increase, and shall notify the
Administrative Agent within such time period whether or not it agrees to
establish such a new Obligor Limit, it being understood that each Purchaser
must agree in order for such new Obligor Limit to take effect.


 


SECTION 6.   SERVICER
OBLIGATIONS


 


6.1.          Appointment of
Servicer.  Each of Sanmina-SCI,
Sanmina Israel, Sanmina Singapore and Sanmina United Kingdom is hereby
designated as, and hereby agrees to perform the duties and obligations of, the
Servicer pursuant to the terms hereof. 
Each of Sanmina-SCI, Sanmina Israel, Sanmina Singapore and Sanmina
United Kingdom acknowledges that the Administrative Agent and the Purchasers
have relied on their agreement to act as the Servicers


 


35

















 


hereunder
in making their decision to execute and deliver this Agreement.  Accordingly, none of Sanmina-SCI, Sanmina
Israel, Sanmina Singapore nor Sanmina United Kingdom shall voluntarily resign
as a Servicer hereunder.  In the event
that a Termination Event has occurred and is continuing, the Administrative
Agent may designate as Servicer any Person (including the Administrative Agent)
to succeed Sanmina-SCI, Sanmina Israel, Sanmina Singapore and Sanmina United
Kingdom as Servicer.  The Servicers shall
not be entitled to receive any fee for the performance of their servicing
duties hereunder.


 


6.2.          Duties of
Servicers.  The Servicers shall take
or cause to be taken all action as may be necessary or advisable to collect
each Scheduled Receivable from time to time, all in accordance with this
Agreement and all applicable laws, rules and regulations, with reasonable
care and diligence, and in accordance with its standard credit and collection
policies; provided, however, that the Servicers may not extend the Scheduled
Due Date of any Scheduled Receivable without the prior written consent of the Administrative
Agent except as otherwise permitted by Section 5.13 hereof.  The Originators shall deliver to the
Servicers and the Servicers shall hold for the benefit of the Purchasers in
accordance with their respective interests, all records and documents (including
computer tapes or disks) with respect to such Scheduled Receivables.  Notwithstanding anything to the contrary
contained herein, the Administrative Agent, with the consent of or at the
direction of the Required Purchasers and the applicable Required Tranche
Purchasers, may direct the Servicers to commence or settle any legal action to
enforce collection of any Scheduled Receivable; provided, however, that the
Servicers may decline to bring such legal action if within two days from such
request they repurchase such Scheduled Receivable at its full face amount from
the Purchasers.


 


6.3.          Reporting
Requirements.  (a)  On each date
that the Servicers instruct the Administrative Agent to apply proceeds held in
the Collection Accounts after the initial Purchase Date, the Servicers shall
provide the Administrative Agent with a status report (the “Servicers’
Report”) by telecopier in respect of the Collections of Scheduled
Receivables, such Servicers’ Report to be substantially in the form of Exhibit J
hereto.  If an Investment with respect to
an undivided ownership interest purchased by the Purchasers remains outstanding
on the last day of the Yield Period therefor, then the Servicers shall provide
to the Administrative Agent in such report, in form and substance satisfactory
to the Administrative Agent, detailed information with respect to the related
Scheduled Receivables (including with respect to collection efforts relating
thereto) as set forth in the form of Servicers’ Report and as otherwise
requested by the Administrative Agent. The Servicers shall render all
assistance reasonably requested by the Administrative Agent in respect of
collecting a Defaulted Receivable.


 


(b)           The Servicers shall
provide to the Administrative Agent as soon as possible and in any event within
five Business Days after the occurrence of a Termination Event or Incipient
Termination Event, a statement of a Responsible Officer of Sanmina-SCI setting
forth details of such Termination Event or Incipient Termination Event and the
action that the Servicers and the Originators have taken and propose to take
with respect thereto.


 


(c)           The Servicers shall
provide to the Administrative Agent such other information respecting Scheduled
Receivables or the condition or operations, financial or otherwise, of the
Originators or any of their Affiliates, as the Administrative Agent may from
time to time reasonably request (including listings identifying the outstanding
balance of each Scheduled Receivable).


 


36
















 


6.4.          Deposit Requirements.  The Servicers shall promptly, but in any
event not later than two Business Days after receipt, transfer, or cause the
Originators to transfer, Collections from the relevant Collection Accounts to
the Payment Account and deposit such Collections in Dollars or Euros, as the
case may be, in the Payment Account.


 


6.5           Reallocation of Obligor Limits


 


The Servicers may, from time to time, by notice to the Administrative
Agent, provide a reallocation notice pursuant to which any then unutilized
portion of the Purchaser’s Investment Limit may be reallocated to, and
thereafter comprise part of, the “facility amount” under the facility to be
established by Deutsche Bank AG for Sanmina-SCI Corporation (the “Sanmina
Facility”) providing for loans to be used for the purchase of receivables
from Sanmina-SCI Corporation.  To the
extent of such reallocation, the Purchaser’s Investment Limit hereunder shall
be reduced and the facility amount under the Sanmina Facility shall be
thereafter increased accordingly.  Under
the terms of the Sanmina Facility, Sanmina-SCI will be entitled to reduce the
available commitment thereunder and make the corresponding increase of the
Purchaser’s Investment Limit hereunder, subject in all events to the Obligor
Limits and other terms and conditions of the respective facility.


 


SECTION 7.           TERMINATION
EVENTS AND REMEDIES


 


If any of the following events shall occur
and be continuing:


 


(a)           the
Originators or the Servicers shall fail to pay or deposit any amount when due
in accordance with the terms hereof, including the failure at the end of a
Ramp-Up Period to cause payments under Scheduled Receivables of an Originator
covered by such Ramp-Up Period to be made directly to the Collection Accounts;
or


 


(b)           any
representation or warranty made or deemed made by any Originator or the
Servicers herein or in any other Transaction Document or that is contained in
any certificate, document or financial or other statement furnished by it at
any time under or in connection with this Agreement or any such other
Transaction Document shall prove to have been inaccurate in any material
respect on or as of the date made or deemed made; or


 


(c)           any
Originator or the Servicers shall default in the observance or performance of
any agreement contained in Section 5.3(a)(i), Section 5.6(a), Section 5.7,
Section 5.8, Section 5.9, Section 5.10, Section 5.12, Section 5.13
or Section 5.16 of this Agreement or the Servicers shall default in the
observance or performance of any agreement contained in Section 6 of this
Agreement;


 


(d)           any
Originator or the Servicers shall default in the observance or performance of
any other agreement contained in this Agreement or any other Transaction
Document (other than as provided in paragraphs (a) through (c) of this
Section 7), and such default shall continue unremedied for a period of 30
days after notice to the Servicers from the Administrative Agent or the
Required Purchasers; or


 


(e)           any
Originator or the Servicers shall (i) default in making any payment of any
principal of any Indebtedness (including, without limitation, any Guarantee 


 


37

















 


Obligation constituting Indebtedness) on the scheduled or original due
date with respect thereto and such default continues beyond any applicable
grace period; or (ii) default in making any payment of any interest on any
such Indebtedness beyond the period of grace, if any, provided in the
instrument or agreement under which such Indebtedness was created; or (iii) default
in the observance or performance of any other agreement or condition relating
to any such Indebtedness or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event shall occur or
condition exist, the effect of which default or other event or condition is to
cause, or to permit the holder or beneficiary of such Indebtedness (or a
trustee or agent on behalf of such holder or beneficiary) to cause, with the
giving of notice if required, such Indebtedness to become due prior to its
stated maturity or (in the case of any such Indebtedness constituting a
Guarantee Obligation) to become payable; provided, however, that a default,
event or condition described in clause (i), (ii) or (iii) of this
paragraph (e) shall not at any time constitute a Termination Event unless,
at such time, one or more defaults, events or conditions of the type described
in clauses (i), (ii) and (iii) of this paragraph (e) shall have
occurred and be continuing with respect to Indebtedness the outstanding
principal amount of which exceeds in the aggregate $50,000,000; or


 


(f)            (i) any
Originator or Servicer shall commence any case, proceeding or other action (A) under
any existing or future law of any jurisdiction relating to bankruptcy,
insolvency, reorganization or relief of debtors, seeking to have an order for
relief entered with respect to it, or seeking to adjudicate it a bankrupt or
insolvent, or seeking reorganization, concurso
mercantil, arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to it or its debts, or (B) seeking
appointment of a receiver, trustee, custodian, conservator or other similar
official for it or for all or any substantial part of its assets, or any
Originator or  Servicer shall make a
general assignment for the benefit of its creditors; or (ii) there shall
be commenced against any Originator or 
Servicer any case, proceeding or other action of a nature referred to in
clause (i) above that (A) results in the entry of an order for relief
or any such adjudication or appointment or (B) remains undismissed,
undischarged or unbonded for a period of 90 days; or (iii) there shall be
commenced against any Originator or 
Servicer any case, proceeding or other action seeking issuance of a
warrant of attachment, execution, distraint or similar process against all or
any substantial part of its assets that results in the entry of an order for
any such relief that shall not have been vacated, discharged, or stayed or
bonded pending appeal within 90 days from the entry thereof; or (iv) any
Originator or Servicer shall take any action in furtherance of, or indicating
its consent to, approval of, or acquiescence in, any of the acts set forth in
clause (i), (ii), or (iii) above; or (v) any Originator or  Servicer shall generally not, or shall be
unable to, or shall admit in writing its inability to, pay its debts as they
become due; or


 


(g)           one
or more judgments or decrees shall be entered against any Originator or the
Servicers involving in the aggregate a liability (not paid or fully covered by
insurance as to which the relevant insurance company has acknowledged coverage)
of $5,000,000 or more, and all such judgments or decrees shall not have been
vacated, discharged, satisfied, stayed or bonded pending appeal within 60 days
from the entry thereof or


 


(h)           An
Event of Default occurs under Section 8.1(j) of the Bank of America
Credit Agreement, without giving effect to any termination of such agreement;
or


 


38

















 


(i)            (i) 
any of the Transaction Documents shall cease, for any reason, to be in full
force and effect (other than in accordance with its terms or as agreed to by
the Administrative Agent), or any Originator or a Servicer shall so assert, or (ii) any
Lien created by any of the Security Documents shall cease to be enforceable and
of the same effect and priority purported to be created thereby; or


 


(j)            any
Governmental Authority shall condemn, nationalize, seize or otherwise
expropriate any substantial portion of the assets or the Capital Stock or other
equity interests of Sanmina-SCI or any Originator or take any similar action by
way of introduction of legislation or otherwise, and such action shall
materially affect the ability of Sanmina-SCI to perform its obligations under
any Transaction Document; or


 


(k)           a
Change of Control shall occur;


 


then, and in any such event, (A) if such event is a Termination
Event specified in clause (i) or (ii) of paragraph (f) above or
clause (i) of paragraph (i) above, automatically the Purchaser’s
Investment Limits shall immediately be reduced to zero and terminate, (B) if
such event is any other Termination Event, with the consent of the applicable
Required Tranche Purchasers, the Administrative Agent may, or upon the request
of the applicable Required Tranche Purchasers, the Administrative Agent shall,
by notice to the Servicers, declare the Purchaser’s Investment Limits for the
relevant Tranche to be reduced to zero and terminated forthwith and (C) in
either event, the Administrative Agent may exercise all rights and remedies
available to it under this Agreement, the Security Documents or at law,
including, without limitation, the application of funds in the applicable
Collection Accounts to pay any obligations of the Originators or the Servicers
hereunder and under the other Transaction Documents.


 


Each reference to “Servicer” as used in this Section 7 shall be
understood to include Sanmina-SCI even after such date as it shall cease to
serve as a Servicer hereunder.


 


SECTION 8.           THE
ADMINISTRATIVE AGENT


 


8.1.          Appointment.  Each Purchaser hereby irrevocably designates
and appoints the Administrative Agent as the agent of such Purchaser under this
Agreement and the other Transaction Documents, and each such Purchaser irrevocably
authorizes the Administrative Agent to take such action on its behalf under the
provisions of this Agreement and the other Transaction Documents to which it is
a party or by which it is bound and to exercise such powers and perform such
duties as are expressly delegated to the Administrative Agent by the terms of
this Agreement and the other Transaction Documents, together with such other
powers as are reasonably incidental thereto, including, without limitation, (a) receiving
all applicable notices referred to in this Agreement or in the other
Transaction Documents on behalf of such Purchaser, (b) giving all
applicable notices referred to in this Agreement or the other Transaction
Documents to or on behalf of such Purchaser, (c) maintaining the Register
pursuant to Sections 2.11 and 9.6 and (d) receiving payments and deposits
(under Section 2.3 or otherwise) from the Originators and the Servicers,
and giving release and acquittance therefor in accordance with the terms of
this Agreement.  Notwithstanding any
provision to the contrary elsewhere in this Agreement, the Administrative Agent
shall not have any duties or responsibilities, except those 


 


39

















 


expressly set forth herein or in the other Transaction Documents, or
any fiduciary relationship with any Purchaser, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Transaction Document or otherwise exist
against the Administrative Agent.  The
provisions of this Section 8 are solely for the benefit of the
Administrative Agent and its officers, directors, employees, agents,
attorneys-in-fact and affiliates, and no other Person shall have any rights as
a third party beneficiary of any of the provisions hereof.  The Administrative Agent shall perform its
obligations hereunder with reasonable care, using a degree of skill and
attention no less than that which the Administrative Agent (i) exercises
with respect to comparable duties that it performs when holding comparable
assets for itself and (ii) exercises with respect to comparable
administrative duties that it performs for comparable assets for others, and in
a manner consistent with the standard of care exercised by similar
administrators relating to the duties to be performed hereunder.  The Administrative Agent shall have no
obligations, duties or responsibilities except for those set forth in this
Agreement.


 


8.2.          Delegation
of Duties.  The Administrative
Agent  may execute any of its duties
under this Agreement and the other Transaction Documents by or through agents,
custodians, nominees or attorneys-in-fact and shall be entitled to rely upon,
and shall not be liable for any action taken or omitted to be taken in good faith
by it in accordance with, advice of counsel concerning all matters pertaining
to such duties.  The Administrative Agent
shall not be responsible for the negligence or misconduct of any agents,
custodians, nominees or attorneys-in -fact selected by it with reasonable care.


 


8.3.          Exculpatory
Provisions.  Neither the
Administrative Agent nor any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates shall be (i) liable for any action
lawfully taken or omitted to be taken by it or such Person under or in
connection with this Agreement or any other Transaction Document (except to the
extent that any of the foregoing are found by a final and nonappealable
decision of a court of competent jurisdiction to have proximately resulted from
its or such Person’s own gross negligence or willful misconduct) or (ii) responsible
in any manner to any Person (including without limitation any of the
Purchasers) for (A) any recitals, statements, representations or
warranties made by any Person (other than an Agent or any of their respective
officers, directors, employees, agents, attorneys-in-fact or affiliates)
contained in this Agreement or any other Transaction Document or in any
certificate, report, statement or other document referred to or provided for
in, or received by the Agents under or in connection with, this Agreement or
any other Transaction Document, (B) the value, validity, effectiveness,
genuineness, collectability, enforceability or sufficiency of this Agreement or
any other Transaction Document, (C) any Liens or guarantees (including
without limitation pursuant to any Guarantee Obligation) granted by, or
purported to be granted by, any of the Security Documents or otherwise, (D) ascertaining
or inquiring as to the existence or possible existence of any Termination
Event, or (E) any failure of any party hereto or thereto (other than the
Administrative Agent or any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates) to perform its obligations hereunder or thereunder.  The Administrative Agent shall not be under
any obligation to any Purchaser to ascertain or to inquire as to the observance
or performance of any of the agreements contained in, or conditions of, this
Agreement or any other Transaction Document, to inspect the properties, books
or records of any Originator, or to take any action that exposes the
Administrative Agent to personal liability or that is contrary to this
Agreement or applicable law. Anything in this 


 


40

















 


Agreement to the contrary notwithstanding, in no event shall the
Administrative Agent be liable for special, indirect or consequential loss or
damage of any kind whatsoever (including but not limited to lost profits), even
if the Administrative Agent has been advised of the likelihood of such loss or
damage and regardless of the form of action.


 


8.4.          Reliance
by Administrative Agent.  The
Administrative Agent shall be entitled to rely, and shall be fully protected in
relying, upon (i) any instrument, writing, resolution, notice, consent,
certificate, affidavit, letter, telecopy, telex or teletype message, statement,
order or other document or conversation believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons
and (ii) advice and statements of legal counsel (including, without
limitation, counsel to any of the Originators), independent accountants and
other experts selected by the Administrative Agent.  The Administrative Agent may deem and treat
the payee of any Purchased Interest as the owner thereof for all purposes
unless a written notice of assignment, negotiation or transfer thereof shall
have been filed with the Administrative Agent. 
The Administrative Agent shall be fully justified in failing or refusing
to take any action under this Agreement or any other Transaction Document
unless it shall first receive such advice or concurrence of the Required
Purchasers (or, if so specified by this Agreement, all Purchasers) as it deems
appropriate or it shall first be indemnified to its satisfaction by the
Purchasers against any and all liability and expense that may be incurred by it
by reason of taking or continuing to take any such action.  The Administrative Agent shall in all cases
be fully protected in acting, or in refraining from acting, under this
Agreement and the other Transaction Documents in accordance with a request of
the Required Purchasers (or, if so specified by this Agreement, all Purchasers
or the applicable Required Tranche Purchasers, as the case may be), and such
request and any action taken or failure to act pursuant thereto shall be
binding upon all the Purchasers and all future holders of the Purchased
Interests.


 


8.5.          Notice
of Termination.  The Administrative
Agent shall not be deemed to have knowledge or notice of the occurrence of any
Incipient Termination Event or Termination Event unless the Administrative
Agent  has received notice from a
Purchaser or an Originator referring to this Agreement, describing such Incipient
Termination Event or Termination Event and stating that such notice is a “notice
of termination.”  In the event that the
Administrative Agent receives such a notice, the Administrative Agent shall
promptly give notice thereof to the Purchasers. 
The Administrative Agent shall take such action with respect to such
Incipient Termination Event or Termination Event as shall be reasonably
directed by the Required Purchasers (or, if so specified by this Agreement, all
Purchasers or the applicable Required Tranche Purchasers, as the case may be); provided,
that unless and until the Administrative Agent shall have received such
directions, the Administrative Agent may (but shall not be obligated to) take
such action, or refrain from taking such action, with respect to such Incipient
Termination Event or Termination Event as they shall deem advisable in the best
interests of the Purchasers.


 


8.6.          Non-Reliance
on Administrative Agent and Other Purchasers.  Each Purchaser expressly acknowledges that
neither the Administrative Agent nor any of its officers, directors, employees,
agents, attorneys-in-fact or affiliates has made any representations or
warranties to it and that no act by the Administrative Agent hereafter taken,
including, without limitation, any review of the affairs of an Originator or
any affiliate of an Originator, shall be deemed to constitute any
representation or warranty by the Administrative Agent to any Purchaser.  Each Purchaser represents to the Administrative
Agent that it has, independently and 


 


41

















 


without reliance upon the Administrative Agent or any other Purchaser,
and based on such documents and information as it has deemed appropriate, made
its own appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Originators and their
affiliates and made its own decision to make its purchases hereunder and enter
into this Agreement and the other Transaction Documents to which it is a party
or by which it is bound.  Each Purchaser
also represents and covenants that it will, independently and without reliance
upon the Administrative Agent, any of its officers, directors, employees,
agents, attorneys-in-fact or affiliates or any other Purchaser, and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement and the other Transaction Documents, and
to make such investigation as it deems necessary to inform itself as to the
business, operations, property, financial and other condition and
creditworthiness of the Originators and their respective affiliates.  Except for notices, reports and other documents
expressly required to be furnished to the Purchasers by the Administrative
Agent hereunder, the Administrative Agent shall not have any duty or
responsibility to provide any Purchaser with any credit or other information
concerning the business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of any Originator or any affiliate of
an Originator that may come into the possession of the Administrative Agent, or
any of its officers, directors, employees, agents, attorneys-in-fact or
affiliates.


 


8.7.          Indemnification.  The Purchasers agree to indemnify the
Administrative Agent in its capacity as such and/or its officers, directors,
employees, agents, attorneys-in-fact or affiliates (to the extent not
reimbursed by the Originators and without limiting the obligation of the
Originators to do so), ratably according to its applicable Purchaser’s
Investment Percentage in effect on the date on which indemnification is sought
under this Section 8.7 (or, if indemnification is sought after the date
upon which the Purchaser’s Investment Limits shall have terminated and the
Purchased Interests shall have been paid in full, ratably in accordance with
such applicable Purchaser’s Investment Percentage immediately prior to such date),
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind whatsoever (including without limitation attorneys’ fees and
disbursements) that may at any time be imposed on, incurred by or asserted
against the Administrative Agent and/or its officers, directors, employees,
agents, attorneys-in-fact or affiliates in any way relating to or arising out
of, the Purchaser’s Investment Limits, this Agreement, any of the other
Transaction Documents or any documents contemplated by or referred to herein or
therein or the transactions contemplated hereby or thereby or any action taken
or omitted by the Administrative Agent and/or its officers, directors,
employees, agents, attorneys-in-fact or affiliates under or in connection with
any of the foregoing; provided, that no Purchaser shall be liable for
the payment of any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements that are
found by a final and nonappealable decision of a court of competent
jurisdiction to have resulted from such Agent’s and/or its officers, directors,
employees, agents, attorneys-in-fact or affiliates gross negligence or willful
misconduct.  If any indemnity furnished
to the Administrative Agent for any purpose shall, in its opinion, be
insufficient or become impaired, the Administrative Agent may call for
additional indemnity and cease, or not commence, to do the acts indemnified
against until such additional indemnity is furnished.  None of the provisions of this Agreement
shall require the Administrative Agent to expend or risk its own funds or
otherwise to incur any liability, financial or otherwise, in the performance of
any of its duties hereunder or under any 


 


42

















 


Transaction Document, or in the exercise of any of its rights or powers
hereunder or thereunder, if it shall have reasonable grounds for believing that
repayment of such funds or indemnity satisfactory to it against such risk or
liability is not assured to it.  In the
case of any investigation, litigation or proceeding giving rise to any
indemnification under this Section 8.7, this Section 8.7 applies
whether any such investigation, litigation or proceeding is brought by the
Administrative Agent, any Purchaser or a third party.  The agreements in this Section 8.7 shall
survive the payment of all amounts payable hereunder.


 


8.8.          Agent
in Its Individual Capacity.  The
Administrative Agent and its affiliates may make loans to, accept deposits
from, act as trustee under indentures of, accept investment banking engagements
from, and generally engage in any kind of business with any Originator as
though such Agent were not an Agent and without any duty to account therefor to
any other Person.  With respect to its
Purchased Interests, the Administrative Agent shall have the same rights and
powers under this Agreement and the other Transaction Documents as any
Purchaser and may exercise the same as though it were not an Agent, and the
terms “Purchaser” and “Purchasers” shall include the Administrative Agent in
its individual capacity.


 


8.9.          Successor
Administrative Agent.  The
Administrative Agent may resign as Agent upon 30 days’ written notice to the
Purchasers and the Servicer.  If the
Administrative Agent shall resign as Agent under this Agreement and the other
Transaction Documents, then the Required Purchasers shall appoint from among the
Purchasers a successor agent for the Purchasers, which successor agent shall
(unless a Termination Event under Section 7(a) or Section 7(f) shall
have occurred and be continuing, in which instance any such appointment shall
be immediately effective and shall not require any prior notice to or approval
of the Servicer or any other Person) be subject to approval by the Servicer
(which approval shall not be unreasonably withheld or delayed), whereupon such
successor agent shall succeed to the rights, powers and duties of the
Administrative Agent under this Agreement and the Transaction Documents
(including without limitation the Security Documents), and the resigning
Administrative Agent shall be discharged from its duties and obligations under
this Agreement and the Transaction Documents (including without limitation the
Security Documents), and the term “Administrative Agent” shall mean such
successor agent effective upon such appointment and approval, and the former
Administrative Agent’s rights, powers and duties as Administrative Agent shall
be terminated, without any other or further act or deed on the part of such
former Agent, any of the parties to this Agreement or any Transaction Document,
or any holders of the Purchased Interests. 
If no successor agent has accepted appointment as Administrative Agent
by the date that is 20 days following a resigning Agent’s notice of
resignation, the resigning Agent’s resignation shall nevertheless thereupon
become effective, and the Purchasers shall assume and perform all of the duties
of such Agent hereunder until such time, if any, as the Required Purchasers
appoint a successor agent as provided for above.  After any resigning Administrative Agent’s
resignation as Agent, the provisions of this Section 8 shall continue to
apply to it with respect to any actions taken or omitted to be taken by it
while it was Administrative Agent under this Agreement and the other
Transaction Documents, including, without limitation, the liability of each
such Agent under Section 8.3 for (and the exclusion from any liability of
any Purchaser to indemnify any such Agent under Section 8.7 in respect of)
any such actions or omissions that are found by a final and nonappealable
decision of a court of competent jurisdiction to have resulted from such Agent’s
gross negligence or willful misconduct.


 


43

















 


8.10.        Determination
Pursuant to Security Documents.  In
each circumstance where, under any provision of a Security Document or this
Agreement, the Administrative Agent shall have the right to grant or withhold
any consent, exercise any remedy, make any determination or direct any action
by the Administrative Agent under such Security Document, the Administrative
Agent shall act in respect of such consent, exercise of remedies, determination
or action, as the case may be, only with the consent of and at the direction of
the Required Purchasers unless unanimity or direction of the applicable
Required Tranche Purchasers, as the case may be, is required by the relevant
agreement; provided,  however, that no such consent of the
Required Purchasers shall be required with respect to any consent,
determination or other matter that is, in the Administrative Agent’s reasonable
judgment, ministerial or administrative in nature or provided for in this
Agreement, and provided that the Administrative Agent is hereby authorized on
behalf of all of the Purchasers, without the necessity of any further consent
from any Purchaser, from time to time prior to a Termination Event, to release
portions of the Collateral from the security interests and Liens imposed by the
Security Documents in connection with any dispositions of such portions of the
Collateral permitted by the terms of this Agreement or the Security Documents
or as may be required by law. In each circumstance where any consent of or
direction from the Required Purchasers is required, the Administrative Agent
shall send to the Purchasers a notice setting forth a description in reasonable
detail of the matter as to which consent or direction is requested and the
Administrative Agent’s proposed course of action with respect thereto.


 


8.11.        Merger
of the Administrative Agent.  Any
Person into which the Administrative Agent may be merged or converted or with
which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which the Administrative Agent shall be a party,
or any Person succeeding to the business of the Administrative Agent shall be
the successor hereunder and under the Transaction Documents of the Administrative
Agent, without the execution or filing of any paper with any party hereto or
thereto or any further act on the part of any of the parties hereto or thereto
except where an instrument of transfer or assignment is required by law to
effect such succession, anything herein or in any Transaction Document to the
contrary notwithstanding.


 


SECTION 9.           MISCELLANEOUS


 


9.1.          Amendments
and Waivers.  Neither this Agreement,
any other Transaction Document, nor any terms hereof or thereof may be amended,
supplemented or modified except in accordance with the provisions of this Section 9.1.  The Required Purchasers, the applicable
Required Tranche Purchasers and each Servicer and Originator party to the
relevant Transaction Document may, or, with the written consent of the Required
Purchasers and the applicable Required Tranche Purchasers or the Administrative
Agent, as the case may be, and each Servicer and Originator party to the
relevant Transaction Document may, from time to time, (a) enter into
written amendments, supplements or modifications hereto and to the other
Transaction Documents or any Scheduled Receivables for the purpose of adding
any provisions to this Agreement or the other Transaction Documents or any
Scheduled Receivables or changing in any manner the rights of the Purchasers or
of the Originators or the Obligors hereunder or thereunder or (b) waive,
on such terms and conditions as the Required Purchasers and the applicable
Required Tranche Purchasers and the Administrative Agent, as the case may be,
may specify in such instrument, any of the requirements of this Agreement or
the other Transaction Documents or any Incipient Termination Event or
Termination Event and its consequences; 


 


44

















 


provided, however, that no such waiver
and no such amendment, supplement or modification shall (i) forgive the
face amount or extend the Scheduled Due Date of any Scheduled Receivable,
reduce the stated rate or amount of any interest, Purchased Interest, Interest
or fee payable hereunder or extend the scheduled date of any payment thereof,
change any Purchaser’s Investment Percentage, or increase the amount or extend
the expiration date of, or otherwise change, any Purchaser’s Investment Limit,
in each case without the written consent of each Purchaser directly affected
thereby; (ii) eliminate or reduce the voting rights of any Purchaser under
this Section 9.1 without the written consent of such Purchaser; (iii) require
or result in any requirement that a Tranche A Purchaser acquire Receivables in
respect of which any entity other than a Tranche A Eligible Buyer is the
account debtor or require or result in any requirement that a Tranche B
Purchaser acquire Receivables in respect of which any entity other than a Tranche
B Eligible Buyer is the account debtor; (iv) (A) reduce any
percentage specified in the definition of Required Purchasers or Required
Tranche Purchasers, (B) consent to the assignment or transfer by any
Originator of any of its rights and obligations under this Agreement and the
other Transaction Documents, (C) release any Obligor, the Guarantor or any
Collateral (except as otherwise expressly permitted hereunder without such
consent), (D) amend or modify any provision of any Transaction Document if
the effect of such amendment or modification would be to permit Collections
received in respect of any Tranche to be used to pay Receivables of, or any
obligations relating to, any other Tranche, or (E) amend or modify the
definition of “Obligations”, “Scheduled Receivable”, “Tranche A Receivable”, “Tranche
B Receivable”, “Receivable” or “Eligible Receivable”, “Tranche A Eligible Buyer”,
“Tranche B Eligible Buyer”, or Sections 2.1, 2.2, 2.3, 2.6(a) or (b), 2.9,
5.13, 5.17 or 9.7 in this Agreement or “Secured Parties” in the Collateral
Assignment Agreement, or amend, modify or waive Section 9 or any provision
of the Guarantee, in each case without the written consent of all Purchasers;
or (iv) amend, modify or waive any provision of Section 8 without the
written consent of the Administrative Agent. 
Any such waiver and any such amendment, supplement or modification shall
apply equally to each of the Purchasers and shall be binding upon the
Originators, the Purchasers, the Administrative Agent and all future holders of
the Purchased Interests.  In the case of
any waiver, the Originators, the Purchasers and the Administrative Agent shall
be restored to their former position and rights hereunder and under the other
Transaction Documents, and any Incipient Termination Event or Termination Event
waived shall be deemed to be cured and not continuing; but no such waiver shall
extend to any subsequent or other Incipient Termination Event or Termination
Event, or impair any right consequent thereon.


 


9.2.          Notices.  All notices, requests and demands to or upon
the respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made (i) if by hand, when delivered, (ii) if
by air courier service, when delivered, or (iii) if by telecopy, when
received by the addressee, addressed as follows in the case of the Servicers
and the other Originators, the Administrative Agent and as set forth in an
administrative questionnaire delivered to the Administrative Agent in the case
of the Purchasers, or to such other address as may be hereafter notified by the
respective parties hereto:


 


	
  Servicers

  (for themselves and for

  each Originator):

  	
   

  	
  7 West Nile Street

  Glasgow, Scotland G12PR

  Attention: Treasury Manager

  Telecopy: 44-141-245-2882

  



 


45

















 


	
   

  	
   

  	
  With a copy to:

  

  2300 Highway 79 South

  P.O. Box 1900

  Guntersville, AL 35976

  Attention: Accounts Receivable Manager

  Telecopy: (256) 505-4414

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy to:

  

  3 Depot Close #01-04

  Singapore, 109840

  Attention: Account Receivable Manager

  Telecopy: 65-63711522

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy to:

  

  Sanmina-SCI Corporation

  2700 North First Street

  San Jose, CA 95134

  Attention: Treasurer

  Telecopy: (408) 964-3644

  Telephone: (408) 964-3500

  Website: www.sanmina-sci.com

  
	
   

  	
   

  	
   

  
	
  Administrative Agent:

  	
   

  	
  Deutsche Bank AG, New York Branch

  60 Wall Street

  New York, New York 10005

  Attention: Carol Khan and Thomas Sakellariou

  Telecopy: 212-797-0473

  Telephone: 212-250-3086/212-250-4412

  

  With a copy to:

  

  Deutsche Bank Trust Company Americas

  100 Plaza One

  Jersey City, NJ 07302

  Attention: Joe Cusmai

  Telecopy: 201-593-2313

  Telephone: 201-593-2202

  



 


provided that any notice, request or demand to
or upon the Administrative Agent or the Purchasers shall not be effective until
received.


 


46
















 


9.3.          No Waiver; Cumulative Remedies.  No failure to exercise and no delay in
exercising, on the part of the Originators, the Administrative Agent or any
Purchaser, any right, remedy, power or privilege hereunder or under the other
Transaction Documents shall operate as a waiver thereof; nor shall any single
or partial exercise of any right, remedy, power or privilege hereunder preclude
any other or further exercise thereof or the exercise of any other right,
remedy, power or privilege.  The rights,
remedies, powers and privileges herein provided are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by law.


 


9.4.          Survival of Representations and Warranties.  All representations and warranties made
hereunder, in the other Transaction Documents and in any document, certificate
or statement delivered pursuant hereto or in connection herewith shall survive
the execution and delivery of this Agreement and the making of the purchases
hereunder.


 


9.5.          Payment of Expenses and Taxes.  (a) Except to the extent limited by other
provisions of this Agreement or the other Transaction Documents, or any other
documents prepared in connection therewith, the Originators jointly and
severally agree (i) to pay or reimburse the Administrative Agent for all
its reasonable and documented out-of-pocket costs and expenses incurred in
connection with the development, preparation and execution of, and any
amendment, supplement or modification to, this Agreement and the other
Transaction Documents and any other documents prepared in connection herewith
or therewith, and the consummation and administration of the transactions
contemplated hereby and thereby, including, without limitation, the reasonable
and documented fees and disbursements of counsel to the Administrative Agent,
with statements with respect to the foregoing to be submitted to the Servicers
prior to the initial Purchase Date (in the case of amounts to be paid on the
initial Purchase Date) and from time to time thereafter on a quarterly basis or
such other periodic basis as the Administrative Agent shall deem appropriate; (ii) to
pay or reimburse each Purchaser and the Administrative Agent for all their
reasonable and documented costs and expenses incurred in connection with the
enforcement or preservation of any rights under this Agreement, the other
Transaction Documents and any such other documents, including, without
limitation, the reasonable and documented fees and disbursements of counsel to
each Purchaser and of counsel to the Administrative Agent; (iii) to pay,
indemnify, and hold each Purchaser and the Administrative Agent harmless from,
any and all documented recording and filing fees and any and all liabilities
with respect to, or resulting from any delay in paying, stamp, excise and other
taxes, if any, that may be payable or determined to be payable in connection
with the execution and delivery of, or consummation or administration of any of
the transactions contemplated by, or any amendment, supplement or modification
of, or any waiver or consent under or in respect of, this Agreement, the other
Transaction Documents and any such other documents; and (iv) to indemnify
and hold harmless each Indemnified Person from and against any and all
reasonable and documented Indemnified Amounts to which any such Indemnified
Person may become subject arising out of or in connection with (1) the
execution, delivery, enforcement, performance and administration of this
Agreement, the other Transaction Documents and any such other documents, (2) the
use of the proceeds of the Purchased Interests, and (3) any claim,
litigation, investigation or proceeding relating to any of the foregoing,
regardless of whether any Indemnified Person is a party thereto, and to
reimburse each Indemnified Person upon demand for any reasonable legal or other
reasonable and documented expenses incurred in connection with investigating or
defending any of the foregoing; provided that the foregoing indemnity
will not, as to any Indemnified Person, apply to losses, claims, damages,
liabilities or related 


 


47

















 


expenses to the extent they are found by a final, non-appealable
judgment of a court to arise from the willful misconduct or gross negligence of
such Indemnified Person.  All amounts due
under this Section 9.5(a) shall be payable not later than 10 Business
Days after written demand therefor. 
Statements payable by an Originator pursuant to this Section 9.5(a) shall
be submitted to the address of the Servicers set forth in Section 9.2, or
to such other Person or address as may be hereafter designated by the Servicers
in a written notice to the Administrative Agent.  The agreements in this Section 9.5(a) shall
survive payment of all amounts payable hereunder.


 


(b)           Each
Indemnified Person under the provisions of Section 9.5(a) will, upon
the service of a summons or other initial legal process upon it in any action
or suit instituted against it or upon its receipt of written notification of
the commencement of any investigation or inquiry of, or proceeding against, it
in respect of which indemnity may be sought on account of the provisions
contained in Section 9.5(a), promptly give written notice (the “Notice”)
of such service or notification to the Servicers.  Notwithstanding the foregoing, the omission
so to notify the Servicers of any such service or notification shall not
relieve the Originators from any of the obligations under Section 9.5(a) that
the Originators may have to the indemnified person, except to the extent the Originators
have been materially prejudiced thereby. 
The Originators shall not be liable for any settlement of any such
action, suit or proceeding effected without their prior written consent (which
consent shall not unreasonably be withheld), but if settled with their prior
written consent or if there be a final judgment for the plaintiff in any such
action, suit or proceeding, the Originators agree to indemnify and hold
harmless any Indemnified Person from and against any loss or liability by
reason of such settlement or judgment. 
The Originators shall not, without the prior written consent of the
Indemnified Person (which consent shall not unreasonably be withheld or
delayed), effect any settlement of any pending or threatened proceeding in
respect of which any Indemnified Person is a party or in respect of which
indemnity could have been sought under the preceding paragraph by such
Indemnified Person unless such settlement includes an unconditional release of
such Indemnified Person from all liability on claims that are the subject
matter of such proceeding.


 


9.6.          Successors and Assigns; Participations and
Assignments.  (a) Subject to the
provisions of this Section 9.6, this Agreement shall be binding upon and
inure to the benefit of the Originators, the Servicers, the Purchasers, the
Lead Arranger, the Administrative Agent, all future holders of the Purchased
Interests and their respective successors and assigns, except that no
Originator or the Servicers (in its capacity as such) may assign or transfer any
of its rights or obligations under this Agreement without the prior written
consent of each Purchaser.


 


(b)           Any Purchaser may, without the consent of
the Servicers, in accordance with applicable law, at any time sell to one or
more banks, financial institutions or other entities (each, a “Participant”)
participating interests in any Purchased Interest owing to such Purchaser, any
Purchaser’s Investment Limits of such Purchaser or any other interest of such
Purchaser hereunder and under the other Transaction Documents.  In the event of any such sale by a Purchaser
of a participating interest to a Participant, such Purchaser’s obligations
under this Agreement to the other parties to this Agreement shall remain
unchanged, such Purchaser shall remain solely responsible for the performance
thereof, such Purchaser shall remain the holder of any such Purchased Interest
for all purposes under this Agreement and the other Transaction Documents, and
the Servicers, the Administrative Agent shall continue to deal solely and
directly with such Purchaser in connection with such Purchaser’s rights and
obligations under this Agreement and the other Transaction Documents.  In no event shall any Participant 


 


48

















 


under any such participation have any right to approve any amendment or
waiver of any provision of any Transaction Document, or any consent to any
departure by any Originator therefrom, except to the extent that such
amendment, waiver or consent would reduce the principal of the Purchased
Interests or any fees payable hereunder, or postpone the Scheduled Due Date of
the Purchased Interests, in each case to the extent subject to such
participation.  The Originators agree
that each Participant shall be entitled to the benefits of Sections 2.7, 2.8
and 2.9 with respect to its participation in the Purchaser’s Investment Limits
and the Purchased Interests outstanding from time to time as if it was a
Purchaser; provided that no Participant shall be entitled to receive any
greater amount pursuant to any such Section than the transferor Purchaser
would have been entitled to receive in respect of the amount of the
participation transferred by such transferor Purchaser to such Participant had
no such transfer occurred.


 


(c)           Any Purchaser (an “Assignor”) may, in
accordance with applicable law, at any time and from time to time assign to any
Purchaser or any Purchaser Affiliate or, with the prior written consent of the
Servicers and the Administrative Agent (which, in each case, shall not be
unreasonably withheld or delayed), to an additional bank, financial institution
or other entity (an “Assignee”) all or any part of its rights and
obligations under this Agreement and the other Transaction Documents pursuant
to an Assignment and Acceptance, executed by such Assignee, such Assignor and
any other Person whose consent is required pursuant to this paragraph, and
delivered to the Administrative Agent for its acceptance and recording in the
Register; provided that unless otherwise agreed by the Servicers and the
Administrative Agent, no such assignment to an Assignee (other than any
Purchaser or any Purchaser Affiliate) shall be in an aggregate principal amount
of less than $5,000,000, in each case except in the case of an assignment of
all of a Purchaser’s interests under this Agreement or an assignment in
connection with the replacement of a Purchaser pursuant to Section 2.10.  For purposes of the proviso contained in the
preceding sentence, the amount described therein shall be aggregated in respect
of each Purchaser and its Purchaser Affiliates, if any.  Upon such execution, delivery, acceptance and
recording, from and after the effective date determined pursuant to such
Assignment and Acceptance, (x) the Assignee thereunder shall be a party
hereto and, to the extent provided in such Assignment and Acceptance, have the
rights and obligations of a Purchaser hereunder with a Purchaser’s Investment
Limits and/or Investment as set forth therein, and (y) the Assignor
thereunder shall, to the extent provided in such Assignment and Acceptance, be
released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all of an Assignor’s rights and obligations
under this Agreement, such Assignor shall cease to be a party hereto but shall
continue to be entitled to the benefits of Section 2.7, 2.8, 2.9 and 9.5
for the period of time it was a Purchaser hereunder); provided that no
Assignee shall be entitled to receive any greater amount pursuant to Section 2.7,
2.8 or 2.9 than the Assignor would have been entitled to receive in respect of
the portion of the rights and obligations assigned by such Assignor to such
Assignee had no such assignment occurred. 
Notwithstanding any provision of this Section 9.6, the consent of
the Servicers shall not be required for any assignment that occurs when a
Termination Event shall have occurred and be continuing (although in such
event, the proviso in the immediately preceding sentence shall continue in full
force and effect).


 


(d)           The Administrative Agent shall, on behalf of
the Servicers, maintain at its address referred to in Section 9.2 a copy
of each Assignment and Acceptance delivered to it and a register (the “Register”)
for the recordation of the names and addresses of the Purchasers and the
Purchaser’s Investment Limit of, and the amount of the Purchased 


 


49

















 


Interests owing to, each Purchaser from time to time.  The entries in the Register shall be
conclusive, in the absence of manifest error, and the Servicers, each
Originator, the Administrative Agent and the Purchasers shall treat each Person
whose name is recorded in the Register as the owner of the Purchased Interests
recorded therein for all purposes of this Agreement.  Any assignment of any Purchased Interest,
shall be effective only upon appropriate entries with respect thereto being
made in the Register.  The Register shall
be available for inspection by any Purchaser or Originator at any reasonable
time and from time to time upon reasonable prior notice.


 


(e)           Upon its receipt of an Assignment and
Acceptance executed by an Assignor, an Assignee and any other Person whose
consent is required by Section 9.6(c), together with payment to the
Administrative Agent of a registration and processing fee of $4,000 (which
shall be the sole responsibility of the Assignor or Assignee, as the case may
be), the Administrative Agent shall (i) promptly accept such Assignment
and Acceptance and (ii) record the information contained therein in the
Register on the effective date determined pursuant thereto.


 


(f)            For
avoidance of doubt, the parties to this Agreement acknowledge that the
provisions of this Section 9.6 concerning assignments relate only to
absolute assignments and that such provisions do not prohibit assignments
creating security interests, including, without limitation, any pledge or
assignment by a Purchaser to any Federal Reserve Bank in accordance with
applicable law.


 


9.7.          Adjustments; Set-off.  (a)  Except to the extent that this
Agreement expressly provides for payments to be allocated to a particular
Purchaser, if any Tranche A Purchaser or Tranche B Purchaser, as the case may
be (a “Benefitted Purchaser”) shall receive any payment of all or part
of the Obligations owing to it, or receive any collateral in respect thereof
(whether voluntarily or involuntarily, by set-off, pursuant to events or
proceedings of the nature referred to in Section 7(f), or otherwise), in a
greater proportion than any such payment to or collateral received by any other
Tranche A Purchaser or Tranche B Purchaser, if any, respectively, in respect of
the Obligations owing to such other Purchaser, such Benefitted Purchaser shall
purchase for cash from the other Tranche A or Tranche B Purchasers, as the case
may be, a participating interest in such portion of the Obligations owing to
each such other Tranche A or Tranche B Purchaser,  as the case may be, or shall provide such
other Purchasers with the benefits of any such collateral, as shall be necessary
to cause such Benefitted Purchaser to share the excess payment or benefits of
such collateral ratably with each of the applicable Purchasers; provided,
however, that if all or any portion of such excess payment or benefits
is thereafter recovered from such Benefitted Purchaser, such purchase shall be
rescinded, and the purchase price and benefits returned, to the extent of such
recovery, but without interest.


 


(b)           In
addition to any rights and remedies of the Purchasers provided by law, each
Purchaser shall have the right, without prior notice to the Originators, any
such notice being expressly waived by the Originators to the extent permitted
by applicable law, upon any amount becoming due and payable by the Originators
hereunder, to set off and appropriate and apply against such amount any and all
deposits (general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims, in any currency, in
each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Purchaser or any branch or agency
thereof to or for the credit 


 


50

















 


or the account of the Originators, as the case may be.  Each Purchaser agrees promptly to notify the
Servicers and the Administrative Agent after any such setoff and application
made by such Purchaser; provided that the failure to give such notice
shall not affect the validity of such setoff and application.


 


9.8.          Counterparts.  This Agreement may be executed by one or more
of the parties to this Agreement on any number of separate counterparts, and
all of said counterparts taken together shall be deemed to constitute one and
the same instrument.  A set of the copies
of this Agreement signed by all the parties shall be lodged with the Servicer
and the Administrative Agent.


 


9.9.          Severability.  Any provision of this Agreement that is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


 


9.10.        Integration.  This Agreement and the other Transaction
Documents, together with the Fee Letters, represent the entire agreement of the
Originators, the Servicers, the Administrative Agent, the Lead Arranger and the
Purchasers with respect to the subject matter hereof and thereof, and there are
no promises, undertakings, representations or warranties by the Administrative
Agent, the Lead Arranger or any Purchaser relative to the subject matter hereof
not expressly set forth or referred to herein or in the other Transaction
Documents.


 


9.11.        Governing Law.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, EXCEPT THAT SECTION 2.3
HEREOF SHALL BE GOVERNED BY THE LAWS OF HUNGARY (IN THE CASE OF SANMINA HUNGARY
AND ENCLOSURE HUNGARY), FINLAND (IN THE CASE OF SANMINA FINLAND AND ENCLOSURE
FINLAND), ISRAEL (IN THE CASE OF SANMINA ISRAEL), SINGAPORE (IN THE CASE OF
SANMINA SINGAPORE), THAILAND (IN THE CASE OF SANMINA THAILAND) AND THE PROVINCE
OF NOVA SCOTIA, CANADA (IN THE CASE OF SANMINA CANADA).


 


9.12.        Submission To Jurisdiction; Waivers.


 


(a)           each party to this Agreement hereby
irrevocably and unconditionally submits for itself and its property in any
legal action or proceeding relating to this Agreement and the other Transaction
Documents to which it is a party, or for recognition and enforcement of any
judgment in respect thereof, to the general jurisdiction of the courts of the
State of New York sitting in the City of New York, the courts of the United
States for the Southern District of New York, and appellate courts from
any thereof;


 


(b)           each party to this Agreement consents that
any such action or proceeding may be brought in such courts and expressly and
irrevocably waives (i) any objection that it may now or hereafter have to
the venue of any such action, (ii) proceeding in any such court or that
such action or proceeding was brought in an inconvenient court and agrees not
to 


 


51

















 


plead or claim the same and (iii) any right to any other
jurisdiction that may apply by virtue of its present or future domicile, or for
any other reason;


 


(c)           each Originator and Servicer hereby irrevocably
and unconditionally appoints CSC Corporation (the “New York Process Agent”),
with an office on the date hereof at 1133 Avenue of the Americas, Suite 3100,
New York, New York 10036, as its agent to receive on its behalf and on behalf
of its property, service of copies of the summons and complaint and any other
process that may be served in any such action or proceeding in any such New
York State or U.S. federal court and agrees promptly to appoint a successor New
York Process Agent in New York City (which successor New York Process Agent
shall accept such appointment in writing prior to the termination, for any
reason, of the appointment of the initial New York Process Agent) and promptly
to provide written notice to the Administrative Agent of the appointment of
such successor New York Process Agent. 
In any such action or proceeding in such New York State or U.S. federal
court sitting in New York City, such service may be made on the Originators and
the Servicers by delivering in person a copy of such process to the Originators
and the Servicers in care of the appropriate New York Process Agent at such New
York Process Agent’s address, and a copy of such process shall be forwarded to
the Originators and the Servicers at their respective addresses or transmission
numbers set forth in Section 9.2. 
The Originators and the Servicers hereby irrevocably and unconditionally
authorize and direct such New York Process Agent to accept such service on
their behalf and promptly to forward a copy of such service to each Originator
and Servicer;


 


(d)           consents to service of process in the manner
provided for notices in Section 9.2 and agrees that nothing herein shall
affect the right to effect service of process in any other manner permitted by
law or shall limit the right to sue in any other jurisdiction; and


 


(e)           waives, to the maximum extent not prohibited
by law, any right it may have to claim or recover in any legal action or
proceeding referred to in this Section 9.12 any special, exemplary,
punitive or consequential damages.


 


9.13.        Waiver of Immunities.  To the extent that any Originator or Servicer
has or hereafter may acquire any immunity (sovereign or otherwise) from any
legal action, suit or proceeding, from jurisdiction of any court or from
set-off or any legal process (whether service or notice, attachment prior to
judgment, attachment in aid of execution of judgment, execution of judgment or
otherwise) with respect to itself or any of its property, each Originator and
Servicer hereby irrevocably waives and agrees not to plead or claim such
immunity in respect of its obligations under this Agreement and the other
Transaction Documents.  Each Originator
and Servicer hereby agrees that the waivers set forth in this Section 9.13
shall have the fullest extent permitted under the U.S. Foreign Sovereign
Immunities Act of 1976 and are intended to be irrevocable and not subject to
withdrawal for purposes of such Act.


 


9.14.        Judgment Currency.  The obligations of each Originator and
Servicer under this Agreement and each other Transaction Documents and the
obligations to make payments to the Administrative Agent or any Purchaser
shall, notwithstanding any judgment in a currency (the “judgment currency”)
other than Dollars, be discharged only to the extent that on the Business Day
following receipt by such party of any sum adjudged to be so due in the
judgment currency, such party may in accordance with normal banking procedures
purchase Dollars with the judgment currency. 
If the amount of Dollars so purchased is less than the sum 


 


52

















 


originally due to such party in Dollars, each Originator and Servicer
agrees, as a separate obligation and notwithstanding any such judgment, to
indemnify such party against such documented loss, and if the amount of Dollars
so purchased exceeds the sum originally due to any party to this Agreement or
any other Transaction Document, such party agrees to remit promptly to the
Servicers such excess.


 


9.15.        Acknowledgements.  Each Originator and Servicer hereby
acknowledges that:


 


(a)           it has been advised by counsel in the
negotiation, execution and delivery of this Agreement and the other Transaction
Documents;


 


(b)           none of the Administrative Agent or any
Purchaser has any fiduciary relationship with or duty to any Originator arising
out of or in connection with this Agreement or any of the other Transaction
Documents, and the relationship between Administrative Agent and Purchasers, on
one hand, and the Originators and Servicers, on the other hand, in connection
herewith or therewith, is solely that of creditor and debtor; and


 


(c)           no joint venture is created hereby or by the
other Transaction Documents or otherwise exists by virtue of the transactions
contemplated hereby among the Purchasers or among the Originators and the
Purchasers.


 


9.16.        Grant of Security Interest.  To protect against the event that,
notwithstanding the intention of the parties that the sale and assignment of
all right, title and interest of the Originators in and to the Scheduled
Receivables pursuant to this Agreement constitute a true sale, a court were to
hold that such sale and assignment constitutes a secured financing arrangement
rather than a true sale, but without derogating from the foregoing intention of
the parties, each Originator hereby grants to the Administrative Agent for the
benefit of the Administrative Agent and the Purchasers as of the date of this
Agreement a security interest under Article 9 of the UCC in all of the
right, title and interest of the Originators in, to and under the Scheduled
Receivables now existing and hereafter created as collateral security for all
of the Obligations of the Originators under this Agreement and the other
Transaction Documents, and solely for such purpose (i) the Administrative
Agent shall have all of the rights and remedies of a secured party under the
UCC, (ii) all of the provisions of this Agreement shall be construed mutatis mutandis to grant such a security
interest, (iii) the Scheduled Receivables constitute either “accounts” or “general
intangibles” under the UCC and (iv) this Agreement shall constitute a
security agreement under New York law.


 


9.17.        WAIVERS OF JURY TRIAL.  THE ORIGINATORS, THE SERVICERS, THE
ADMINISTRATIVE AGENT AND THE PURCHASERS HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


 


9.18.        Confidentiality.  (a)  Each Purchaser and the
Administrative Agent agrees (which agreement shall survive the termination of
this Agreement) that financial information, information from the Originators’
or Sanmina-SCI’s respective books and records, information concerning the
Originators’ or Sanmina-SCI’s respective trade secrets and patents and any
other 


 


53

















 


information received from the Originators or the Guarantor hereunder
which at the time of receipt is clearly labeled as confidential and subject to
this Section 9.18 shall be treated as confidential by such Purchaser and
the Administrative Agent, and the Administrative Agent and each Purchaser
agrees to use its reasonable best efforts to ensure that such information is
not published, disclosed or otherwise divulged to anyone other than employees
or officers of such Purchaser or the Administrative Agent or any of their
respective Affiliates that need to know and its counsel and agents; provided it
is understood that the foregoing shall not apply to:


 


(i)            disclosure made with
the prior written authorization of the Originators or the Guarantor;


 


(ii)           disclosure of
information (other than that received from the Originators or the Guarantor
prior to or under this Agreement) already known by, or in the possession of
such Purchaser or the Administrative Agent without restrictions on the
disclosure thereof at the time such information is supplied to such Purchaser
or the Administrative Agent by the Originators or the Guarantor hereunder;


 


(iii)          disclosure of
information which is required by applicable law or required by a Governmental
Authority having supervisory authority over any party hereto;


 


(iv)          disclosure of
information limited to the minimum extent necessary or advisable in connection
with any suit, action or proceeding in connection with the enforcement of
rights hereunder or under any Transaction Document or in connection with the
transactions contemplated hereby or thereby;


 


(v)           disclosure to any bank
(or other financial institution) which may acquire a participation or other
interest in the Scheduled Receivables or rights of any Purchaser hereunder or
under the other Transaction Documents; provided, that such bank (or
other financial institution) agrees to maintain any such information to be
received in accordance with the provisions of this Section 9.18;


 


(vi)          disclosure by any party
hereto to any other party hereto or their counsel or accountants, provided,
that such counsel or accountants agree to maintain the confidentiality of such
information in accordance with the restrictions of this Section 9.18;


 


(vii)         disclosure by any party
hereto to its Affiliates subject to the confidentiality obligations of this
Section; or


 


(viii)        disclosure of information
that prior to such disclosure has become public knowledge through no violation
of this Agreement.


 


(b)           Each Originator and Servicer agrees to treat
as confidential all information supplied by Deutsche Bank AG to structure and
arrange the facility hereunder, and shall ensure that such information is not
published, disclosed or otherwise divulged to anyone other than employees or
officers of the Originators and the Servicers, that need to know and their
counsel and agents; provided it is understood that the foregoing shall
not apply to:


 


54

















 


(i)            disclosure made with
the prior written authorization of Deutsche Bank AG;


 


(ii)           disclosure of
information which is required by applicable law or to a Governmental Authority
having supervision over any party hereto;


 


(iii)          disclosure of any party
hereto to any other party hereto or their counsel or accountants, provided,
that said counsel or accountants agree to maintain the confidentiality of such
information in accordance with the restrictions of this Section 9.18;


 


(iv)          disclosure of
information limited to the minimum extent necessary or advisable in connection
with any suit, action or proceeding in connection with the enforcement of
rights hereunder or under any Transaction Document or in connection with the
transactions contemplated hereby or thereby;


 


(v)           disclosure by any party
hereto to its Affiliates subject to the confidentiality obligations of this
Section;  or


 


(vi)          disclosure of
information that prior to such disclosure has become public knowledge through
no violation of this Agreement.


 


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remainder of this page is intentionally left blank]


 


55

















 


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


 


	
   

  	
  SANMINA-SCI MAGYARORSZÁG

  ELEKTRONIKAI GYÁRTÓ KFT

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Shelly L. Byers

  
	
   

  	
  Name: Shelly L. Byers

  
	
   

  	
  Title: Legal
  Representative

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SANMINA MAGYARORSZÁG

  ELEKTROTECHNIKAI

  RÉSZEGYSÉGGYÁRTÓ KFT

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Shelly L. Byers

  
	
   

  	
  Name: Shelly L. Byers

  
	
   

  	
  Title: Legal
  Representative

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SANMINA-SCI CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Walter Boileau

  
	
   

  	
  Name: Walter Boileau

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  SANMINA-SCI UK LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Walter Boileau

  
	
   

  	
  Name: Walter Boileau

  
	
   

  	
  Title: Vice President

  



 


56

















 


	
   

  	
  SANMINA-SCI
  ISRAEL MEDICAL

  SYSTEMS LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Shelly
  L. Byers

  
	
   

  	
  Name: Shelly L. Byers

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
  SANMINA-SCI
  EMS HAUKIPUDAS OY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Shelly
  L. Byers

  
	
   

  	
  Name: Shelly
  L. Byers

  
	
   

  	
  Title:
  Director

  
	
   

  	
   

  
	
   

  	
  SANMINA-SCI
  ENCLOSURE SYSTEMS OY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Shelly
  L. Byers

  
	
   

  	
  Name: Shelly
  L. Byers

  
	
   

  	
  Title:
  Director

  
	
   

  	
   

  
	
   

  	
  SANMINA-SCI
  SYSTEMS SINGAPORE

  PTE., LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Shelly
  L. Byers

  
	
   

  	
  Name: Shelly
  L. Byers

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
  SANMINA-SCI
  SYSTEMS CANADA, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Shelly
  L. Byers

  
	
   

  	
  Name: Shelly
  L. Byers

  
	
   

  	
  Title:
  Director

  
	
   

  	
   

  
	
   

  	
  SANMINA-SCI
  SYSTEMS (THAILAND),

  LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Shelly
  L. Byers

  
	
   

  	
  Name: Shelly
  L. Byers

  
	
   

  	
  Title:
  Director

  



 


57

















 


	
   

  	
  DEUTSCHE
  BANK AG, NEW YORK

  BRANCH, as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kevin
  McBrien

  
	
   

  	
  Name: Kevin McBrien

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen
  Atallah

  
	
   

  	
  Name: Stephen Atallah

  
	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE
  BANK AG, NEW YORK BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Kevin
  McBrien

  
	
   

  	
  Name: Kevin McBrien

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen
  Atallah

  
	
   

  	
  Name: Stephen Atallah

  
	
   

  	
  Title: Managing Director

  



 


58