Exhibit 4.13.1


 


FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of
September 30, 2005, among Sanmina-SCI USA, Inc., a Delaware
corporation (the “Guaranteeing
Subsidiary”), Sanmina-SCI Corporation, a Delaware corporation (the “Company”), and U.S. Bank National
Association, as trustee under the indenture referred to below (the “Trustee”).


 


W I T N
E S S E T H


 


WHEREAS, the Company and the Trustee have
entered into an indenture, dated as of February 24, 2005 (the “Indenture”),
pursuant to which an aggregate principal amount of up to $400,000,000 of 6.75%
Senior Subordinated Notes due 2013 (the “Notes”)
have been issued, which are guaranteed by the Notes Guarantors;


 


WHEREAS, the Indenture provides that under certain circumstances the
Company shall cause each Domestic Restricted Subsidiary following the Issue
Date to become a Notes Guarantor by, among other things, executing and
delivering to the Trustee a supplemental indenture pursuant to which such
Domestic Restricted Subsidiary shall become a Notes Guarantor, all as more
fully set forth in Section 1306 of the Indenture;


 


WHEREAS, the Guaranteeing Subsidiary is a Domestic Restricted
Subsidiary that is required under Section 1206 of the Indenture to become
a Notes Guarantor by, among other things, executing this Supplemental
Indenture;


 


WHEREAS, Section 901 of the Indenture provides that the Company,
the Guaranteeing Subsidiary and the Trustee may enter into this Supplemental
Indenture without the consent of any Holder of a Note in order to add Notes
Guarantors;


 


WHEREAS, the Company and the Guaranteeing Subsidiary have requested
that the Trustee enter into this Supplemental Indenture in order for the
Guaranteeing Subsidiary to become a Notes Guarantor; and


 


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


 


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


 


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


 


2.     NOTES
GUARANTEE.  The Guaranteeing Subsidiary
hereby agrees as of the date hereof to be a Notes Guarantor under the
Indenture, with the rights, obligations and duties of a Notes


 





















 


Guarantor thereunder as if the Guaranteeing Subsidiary
were a Notes Guarantor and had executed the Indenture as a Notes Guarantor.


 


3.     EXECUTION
AND DELIVERY OF NOTES GUARANTEE.  The
Guaranteeing Subsidiary hereby agrees to be bound by the terms of and to
execute a Notes Guarantee, in the form attached to the Indenture.


 


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


 


5.     SEPARABILITY
CLAUSE.  In case any provision in this
Supplemental Indenture or in the Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


 


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


 


7.     SUPPLEMENTAL
INDENTURE SOLELY CORPORATE OBLIGATION.  No recourse for the payment of the
principal of or premium, if any, or interest on the Notes, or for any claim
based thereon or otherwise in respect thereof, and no recourse under or upon
any obligation, covenant or agreement of the Company or the Notes Guarantors
(including the Guaranteeing Subsidiary) in the Indenture or this Supplemental
Indenture or in any Note or Notes Guarantee, or because of the creation of any
indebtedness represented thereby, shall be had against any incorporator,
stockholder, employee, agent, officer, or director or subsidiary, as such, past,
present or future, of the Company or the Notes Guarantors (including the
Guaranteeing Subsidiary) or of any successor person or entity of any of them,
either directly or through the Company or the Notes Guarantors (including the
Guaranteeing Subsidiary) or any successor person or entity of any of them,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly
understood that all such liability is hereby expressly waived and released as a
condition of, and as a consideration for, the execution of the Indenture, this
Supplemental Indenture and the issue of the Notes and Notes Guarantees.


 


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


 


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


 


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IN WITNESS WHEREOF, the parties hereto have
caused this Supplemental Indenture to be duly executed and attested, all as of
the date first above written.


 


Dated:  September        ,
2005


 


	
   

  	
  SANMINA-SCI
  USA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  David
  White

  	
   

  
	
   

  	
  Title:

  	
  Chief
  Financial Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SANMINA-SCI
  CORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David White

  	
   

  
	
   

  	
  Name:

  	
  David
  White

  	
   

  
	
   

  	
  Title:

  	
  Executive
  Vice President and Chief

  Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  U.S.
  BANK NATIONAL ASSOCIATION,

  	
   

  
	
   

  	
  AS TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ authorized signatory

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title: