Exhibit 4.7.2


 


SECOND 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 successor to State Street Bank and Trust Company of California,
N.A.), 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 December 23, 2002,
as supplemented by that certain First Supplemental Indenture, dated as of July 21,
2003 (collectively, the “Indenture”), pursuant to which an aggregate principal
amount of $750,000,000 of 10.375% Senior Secured Notes due January 15,
2010 (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 1306
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 AND SECURITY DOCUMENTS.  The Guaranteeing Subsidiary hereby agrees to
be bound by the terms of and to execute the applicable Security Documents and a
Notes Guarantee, in the form attached to the Indenture, and to provide
collateral to secure the obligations pursuant to the terms of the Indenture and
the Notes.


 


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.


 


2





















 


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: