Exhibit 10.57


 




 


[***]  =  CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.


 


 





$400,000,000


 


 


REVOLVING TRADE RECEIVABLES PURCHASE AGREEMENT


 


among


 


SANMINA-SCI MAGYARORSZAG

ELEKTRONIKAI GYARTO KFT

and

SANMINA-SCI SYSTEMS DE MEXICO, S.A. DE C.V.,

as Originators


 


SANMINA-SCI CORPORATION

and

SANMINA-SCI UK 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,

as Administrative Agent


 


 


Dated as of September 23, 2005




 





 


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

  	
  12

  
	
   

  	
   

  	
   

  
	
  Section 2.

  	
  THE
  INVESTMENTS

  	
  12

  
	
  2.1.

  	
  Purchaser’s
  Investment Limits

  	
  12

  
	
  2.2.

  	
  Procedure
  for Making Purchases

  	
  12

  
	
  2.3.

  	
  Sale and
  Assignment

  	
  13

  
	
  2.4.

  	
  Fees

  	
  13

  
	
  2.5.

  	
  Computation
  and Payments; Commitment Fees

  	
  14

  
	
  2.6.

  	
  Pro Rata
  Treatment and Payments

  	
  14

  
	
  2.7.

  	
  Requirements
  of Law

  	
  15

  
	
  2.8.

  	
  Taxes

  	
  16

  
	
  2.9.

  	
  Indemnity

  	
  18

  
	
  2.10.

  	
  Replacement
  of Purchasers

  	
  20

  
	
  2.11.

  	
  Evidence of
  Purchased Interests

  	
  20

  
	
   

  	
   

  	
   

  
	
  Section 3.

  	
  REPRESENTATIONS
  AND WARRANTIES

  	
  20

  
	
  3.1.

  	
  Financial
  Condition

  	
  20

  
	
  3.2.

  	
  No Change

  	
  21

  
	
  3.3.

  	
  Existence;
  Compliance with Law

  	
  21

  
	
  3.4.

  	
  Power;
  Authorization; Enforceable Obligations

  	
  21

  
	
  3.5.

  	
  No Legal Bar

  	
  23

  
	
  3.6.

  	
  Litigation

  	
  23

  
	
  3.7.

  	
  No Default

  	
  23

  
	
  3.8.

  	
  Ownership of
  Property; Liens

  	
  23

  
	
  3.9.

  	
  Taxes

  	
  23

  
	
  3.10.

  	
  Federal
  Regulations

  	
  24

  
	
  3.11.

  	
  Investment
  Company Act; Other Regulations

  	
  24

  
	
  3.12.

  	
  Accuracy of
  Information, etc

  	
  24

  
	
  3.13.

  	
  Solvency

  	
  24

  
	
  3.14.

  	
  Security
  Documents

  	
  24

  
	
  3.15.

  	
  Principal
  Place of Business

  	
  25

  
	
  3.16.

  	
  Accounting
  for Scheduled Receivables

  	
  25

  
	
   

  	
   

  	
   

  
	
  Section 4.

  	
  CONDITIONS
  PRECEDENT

  	
  25

  
	
  4.1.

  	
  Conditions
  Precedent to Initial Purchase

  	
  25

  
	
  4.2.

  	
  Conditions
  Precedent to All Purchases

  	
  27

  
	
   

  	
   

  	
   

  
	
  Section 5.

  	
  AFFIRMATIVE
  COVENANTS

  	
  27

  
	
  5.1.

  	
  Financial
  Statements

  	
  27

  
	
  5.2.

  	
  Payment of
  Obligations

  	
  28

  
	
  5.3.

  	
  Maintenance
  of Existence; Compliance

  	
  28

  



 


i





















 


	
  5.4.

  	
  Maintenance
  of Property; Insurance

  	
  29

  
	
  5.5.

  	
  Inspection
  of Property; Books and Records; Discussions

  	
  29

  
	
  5.6.

  	
  Notices

  	
  29

  
	
  5.7.

  	
  Use of
  Proceeds

  	
  30

  
	
  5.8.

  	
  Irrevocable
  Payment Instructions

  	
  30

  
	
  5.9.

  	
  Ownership

  	
  30

  
	
  5.10.

  	
  Further
  Assurances

  	
  30

  
	
  5.11.

  	
  Offices,
  Records, Books of Account

  	
  30

  
	
  5.12.

  	
  Sales,
  Liens, Etc

  	
  31

  
	
  5.13.

  	
  Extension or
  Amendment of Receivables; Changes to Contract

  	
  31

  
	
  5.14.

  	
  Status of
  Scheduled Receivables

  	
  31

  
	
  5.15.

  	
  Account
  Generation and Servicing Practices

  	
  31

  
	
  5.16.

  	
  Inconsistent
  Instructions

  	
  32

  
	
  5.17.

  	
  Designation
  of New Eligible Buyers and New Originators

  	
  32

  
	
   

  	
   

  	
   

  
	
  Section 6.

  	
  SERVICER
  OBLIGATIONS

  	
  33

  
	
  6.1.

  	
  Appointment
  of Servicer

  	
  33

  
	
  6.2.

  	
  Duties of
  Servicers

  	
  33

  
	
  6.3.

  	
  Reporting
  Requirements

  	
  33

  
	
  6.4.

  	
  Deposit
  Requirements

  	
  34

  
	
   

  	
   

  	
   

  
	
  Section 7.

  	
  TERMINATION
  EVENTS AND REMEDIES

  	
  34

  
	
   

  	
   

  	
   

  
	
  Section 8.

  	
  THE
  ADMINISTRATIVE AGENT

  	
  36

  
	
  8.1.

  	
  Appointment

  	
  36

  
	
  8.2.

  	
  Delegation
  of Duties

  	
  37

  
	
  8.3.

  	
  Exculpatory
  Provisions

  	
  37

  
	
  8.4.

  	
  Reliance by
  Administrative Agent

  	
  38

  
	
  8.5.

  	
  Notice of
  Termination

  	
  38

  
	
  8.6.

  	
  Non-Reliance
  on Administrative Agent and Other Purchasers

  	
  38

  
	
  8.7.

  	
  Indemnification

  	
  39

  
	
  8.8.

  	
  Agent in Its
  Individual Capacity

  	
  40

  
	
  8.9.

  	
  Successor
  Administrative Agent

  	
  40

  
	
  8.10.

  	
  Determination
  Pursuant to Security Documents

  	
  41

  
	
  8.11.

  	
  Merger of
  the Administrative Agent

  	
  41

  
	
   

  	
   

  	
   

  
	
  Section 9.

  	
  MISCELLANEOUS

  	
  41

  
	
  9.1.

  	
  Amendments
  and Waivers

  	
  41

  
	
  9.2.

  	
  Notices

  	
  42

  
	
  9.3.

  	
  No Waiver;
  Cumulative Remedies

  	
  43

  
	
  9.4.

  	
  Survival of
  Representations and Warranties

  	
  44

  
	
  9.5.

  	
  Payment of
  Expenses and Taxes

  	
  44

  
	
  9.6.

  	
  Successors
  and Assigns; Participations and Assignments

  	
  45

  
	
  9.7.

  	
  Adjustments;
  Set-off

  	
  47

  
	
  9.8.

  	
  Counterparts

  	
  48

  
	
  9.9.

  	
  Severability

  	
  48

  
	
  9.10.

  	
  Integration

  	
  48

  



 


ii





















 


	
  9.11.

  	
  Governing
  Law

  	
  48

  
	
  9.12.

  	
  Submission
  To Jurisdiction; Waivers

  	
  48

  
	
  9.13.

  	
  Waiver of
  Immunities

  	
  49

  
	
  9.14.

  	
  Judgment
  Currency

  	
  49

  
	
  9.15.

  	
  Acknowledgements

  	
  50

  
	
  9.16.

  	
  Grant of
  Security Interest

  	
  50

  
	
  9.17.

  	
  WAIVERS OF
  JURY TRIAL

  	
  50

  
	
  9.18.

  	
  Confidentiality

  	
  50

  



 


iii





















 


	
  Schedules

  
	
   

  	
   

  	
   

  
	
  Schedule
  1.1A

  	
   

  	
  Purchasers’
  Investment Limits

  
	
  Schedule
  1.1B

  	
   

  	
  Obligor
  Limits

  
	
  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 Mexican Counsel to Sanmina Mexico

  
	
  Exhibit D

  	
   

  	
  Form of
  Opinion of Hungarian Counsel to Sanmina 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
  Mexican process agent appointment

  
	
  Exhibit I

  	
   

  	
  Form of
  Collateral Agency and Account Agreement

  
	
  Exhibit J

  	
   

  	
  Form of
  Purchase Notice

  
	
  Exhibit K

  	
   

  	
  Form of
  Servicers’ Report

  
	
  Exhibit L

  	
   

  	
  Form of
  Agency Agreement

  
	
  Exhibit M

  	
   

  	
  Form of
  Purchase Calculation Notice

  
	
  Exhibit N

  	
   

  	
  Form of
  Hungarian Receivables Transfer Agreement

  
	
  Exhibit O

  	
   

  	
  Form of
  Mexican Deed of Assignment

  
	
  Exhibit P

  	
   

  	
  Form of
  Guarantee

  
	
  Exhibit Q

  	
   

  	
  Form of
  Receivables Presentation

  



 


iv





















 


REVOLVING TRADE
RECEIVABLES PURCHASE AGREEMENT (this “Agreement”), dated as of September 23,
2005 among Sanmina-SCI Magyarorszag Elektronikai Gyarto Kft, a limited
liability company incorporated under the laws of the Republic of Hungary (“Sanmina
Hungary”) and Sanmina-SCI Systems de Mexico S.A. de C.V., a sociedad anonima de capital variable
organized and existing under the laws of the United Mexican States (“Sanmina
Mexico”), as originators hereunder (Sanmina Hungary and Sanmina Mexico
being, collectively, the “Originators”), and Sanmina-SCI Corporation, a
Delaware corporation (“Sanmina-SCI”) and Sanmina-SCI UK Ltd., a company
organized and existing with limited liability under the laws of England and
Wales (“Sanmina United Kingdom”), as servicers hereunder (Sanmina-SCI
and Sanmina United Kingdom being, collectively, 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, 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 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,
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.


 


“Agency
Agreement”:  the agency agreement
among the Administrative Agent, the Collateral Agent and the Purchasers,
substantially in the form of Exhibit L hereto.


 


“Agents”:  collectively, the Administrative Agent and
the Collateral Agent.


 


“Agreement”:  as defined in the preamble hereto.


 


“Applicable
Margin”:  0.30%.


 


“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).


 


“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.


 


“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 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 the Closing Date, or (ii) were
nominated for election by the board of directors of Sanmina-SCI, a majority of
whom were directors on the Closing Date 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.


 


“Citibank
Credit Agreement”:  the Credit and
Guaranty Agreement, dated as of October 26, 2004, among Sanmina-SCI,
certain of its subsidiaries as guarantors, various lenders, Citibank, N.A., as
Initial Issuing Bank, Banc of America Securities LLC, as Syndication Agent,
Citibank, N.A., as Collateral Agent, and Citicorp USA, Inc., as
Administrative Agent.


 


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


 


2





















 


“Collateral
Agent”:  Deutsche Bank Trust Company
Americas, as the collateral agent for the Purchasers under the Security
Documents, together with any of its successors.


 


“Collateral
Agent’s Fees and Expenses”:  as
defined in Section 4.1 of the Collateral Account Agreement.


 


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


 


“Collection
Accounts”:  each of account no.
04879278 and 04879286 maintained by Sanmina Hungary and Sanmina Mexico,
respectively, with the Collateral Agent and such other accounts for the receipt
of collections under the Collateral Account Agreement maintained 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.


 


“Collection
Sub-Account”: as defined in the Collateral Agency Agreement.


 


“Commitment Fee”:  means the fee referred to in Section 2.5(c).


 


“Contingent
Eligible Buyers”:  means each of [***],
commencing on or after the date of this Agreement, and [***], [***], [***] and [***],
commencing on and after November 1, 2005.


 


“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.


 


“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.


 


3





















 


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


 


“Dilution”:  any adjustment in the outstanding principal
balance of a Scheduled Receivable attributable to any credits, rebates, billing
errors, sales or similar taxes, discounts, 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 Collection Sub-Account.


 


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


 


“Eligible Buyer”:  [***], and such additional “Eligible Buyers”
from among the Contingent Eligible Buyers as may be added from time to time in
accordance with Section 5.17.


 


“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 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; (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 on or prior to 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 has been
given, in the case of Sanmina Mexico, pursuant to the Notification.


 


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


 


“Facility
Termination Date” means the earlier of (i) September 23, 2007,
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).


 


“Federal Funds
Rate”:  for any day, the rate per
annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the
weighted average of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers on such
day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day; provided that (a) if such day is not a Business
Day, the Federal Funds Rate 


 


4





















 


for such day shall be
such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (b) if no such rate is
so published on such next succeeding Business Day, the Federal Funds Rate for
such day shall be the average rate charged to the Purchasers on such day on
such transactions as determined by the Purchasers.


 


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


 


“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”:  generally accepted accounting principles.


 


“Goods”:  electronic 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.


 


“Group Members”:  the collective reference to Sanmina-SCI and
its consolidated Subsidiaries.


 


“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 


 


5





















 


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 N 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).


 


“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.


 


6





















 


“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 Collateral 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).


 


“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.


 


“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 100% of the invoice/face amount of the corresponding Eligible
Receivable.


 


“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 Mexico in respect of Scheduled Receivables to
be acquired on any Purchase Date shall be given in the form of the Notification
before a Mexican notary public, who shall have issued the corresponding acta evidencing delivery thereof.


 


“Lead Arranger”:  Deutsche Bank AG New York.


 


“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, the Collateral 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 


 


7





















 


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.


 


“Mexican Deed
of Assignment”:  a deed of
assignment, in the form of a notarial instrument, substantially in the form of Exhibit O
hereto.


 


“Mexico”:  the United Mexican States and any
governmental subdivision thereof.


 


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


 


“New Originator”:  as defined in Section 5.17.


 


“Notification”:  the notification comprising the exhibit to
the Mexican Deed of Assignment, to be delivered in respect of each sale of
Scheduled Receivables, to each Eligible Buyer in Mexico before a Mexican notary
public, who shall issue the respective acta
evidencing delivery of such Notification.


 


“Obligations”:  all amounts payable as indemnity hereunder
and all other obligations and liabilities of the Originators and the Servicers
to the Administrative Agent, the Collateral 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, the Collateral 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 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.


 


“Organizational
Documents”:  with respect to any
Person, if such Person is a corporation, its charter and by-laws, or other
organizational or governing documents, or if such Person is a partnership, its
certificate of partnership, if any, and partnership agreement 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 


 


8





















 


any payment made
hereunder or from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement or any other Transaction Document.


 


“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 M 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 J hereto.


 


“Purchase Rate”:  for each day during the applicable Yield
Period, a rate per annum equal to the Federal Funds Rate 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
an amount not to exceed the amount 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 is $100,000,000.  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 $400,000,000.


 


9





















 


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


 


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


 


“Receivable”:  an account receivable in a Transaction
Currency 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 Q
hereto.


 


“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 then in effect and (b) thereafter, the sum
of the aggregate unpaid principal amount of the Investments 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.


 


“Sanmina
Reports”:  as defined in Section 3.12.


 


“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 Mexican Deed of
Assignment, each Hungarian Receivables Transfer 


 


10





















 


Agreement
and all other security documents hereafter delivered to the Administrative
Agent and the Collateral 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.


 


“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 and state 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 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.


 


“Tax Treaty”:  as defined in Section 2.8(d).


 


“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.


 


“Transaction
Currency”:  U.S. Dollars, Euros and
British Pounds Sterling, or any other currency acceptable to the Administrative
Agent and each Purchaser.


 


“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 that is perfected by filing.


 


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


 


11





















 


“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 on 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 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 in the Scheduled Receivables in an amount
not to exceed at any time outstanding the amount of such Purchaser’s Investment
Limit and, in respect of each Eligible Buyer, an amount not to exceed at any
time outstanding the respective Obligor Limits. 
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
five Business 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 


 


12





















 


Administrative Agent prior to 2:00 p.m., New York City time, not
less than one Business Day prior to the anticipated Purchase Date) requesting
that the Purchasers make the Investments in an amount not less than
$20,000,000)(or, with the consent of all Purchasers, in an amount less than
$20,000,000) 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) 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 Q, 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).  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 M
(the “Purchase Calculation Notice”) setting forth a calculation of the
related Purchased Interest.  The
aggregate outstanding Investments shall not exceed the Purchasers’ aggregate
Investment Limit.  Any Scheduled
Receivable denominated in a Transaction Currency other than Dollars shall be
converted for purposes of the Purchase Calculation Notice into Dollars 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. 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 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) in the case of Sanmina
Mexico, upon the execution and delivery of a Mexican Deed of Assignment as a
notarial instrument and the giving of the Notification appended thereto before
a Mexican notary public, in each case in respect of the Scheduled Receivables
being sold on such Purchase Date and (ii) in the case of Sanmina Hungary,
upon the execution and delivery of the Hungarian Receivables Transfer Agreement
in respect of the Scheduled Receivables being sold on such Purchase Date, each
Originator hereby sells and assigns to the 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 


 


13





















 


agreed to in accordance with the Fee Letter among the Originators and
the Lead Arranger dated September 23, 2005 (the “Fee Letter”).


 


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 ratable benefit of the
Purchasers, for the period from and including the date hereof through the
Facility Termination Date, a non-refundable fee (the “Commitment Fee”)
equal to [***] per annum on the excess of (i) the Purchasers’ Investment
Limits (as the same may be increased pursuant to Section 5.17, from each
respective Increase Effective Date in respect of the amount of such increase)
over (ii) the average outstanding amount of the Investments on each day
during each calendar quarter.  The
Commitment Fee shall be payable in arrears on the fifth Business Day of each
calendar quarter occurring after the initial Purchase Date, and on 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 Commitment Fee or Purchased
Interest shall be made pro  rata according to the respective
Purchasers’ Investment Percentages.


 


(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 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 the Purchasers, at the Funding Office.  The Administrative Agent shall distribute
such payments to the 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 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
Federal Funds Rate for each such day such payment is overdue.


 


(c)           Each Purchased Interest hereunder
shall bear interest at the Purchase Rate for each day during the 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 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 


 


14





















 


Administrative Agent to the Servicers on the 5th day of the
month succeeding the end of a Yield Period and shall be paid by debit of
amounts in the Collection Sub-Account the Collection Accounts or by set-off
against amounts payable by the Purchasers on the next requested Purchase Date
five Business Days thereafter.


 


(d)           Unless the Administrative Agent shall
have been notified in writing by any Purchaser prior to a purchase that such
Purchaser will not make the amount that would constitute its share of such
purchase available to the Administrative Agent, the Administrative Agent may
assume that such Purchaser is making such amount available to the
Administrative Agent, and the Administrative Agent may (but shall not be
obligated to), in reliance upon such assumption, make available to the
Servicers an amount corresponding to the amount required to be advanced by such
Purchaser.  In any event the
Administrative Agent shall make available on the Purchase Date such amount as
has been made available to it by the Purchasers.  If such amount is not made available to the
Administrative Agent by such Purchaser by the required time on the relevant
Purchase Date, such Purchaser shall pay to the Administrative Agent, on demand,
such amount with interest thereon at a rate equal to the daily average Federal
Funds Rate for the period until such Purchaser makes such amount immediately
available to the Administrative Agent.  A
certificate of the Administrative Agent submitted to any Purchaser with respect
to any amounts owing under this paragraph shall be conclusive in the absence of
manifest error.  If such Purchaser’s
share of such purchase is not made available to the Administrative Agent by
such Purchaser within three Business Days after the relevant Purchase Date, the
Administrative Agent shall also be entitled to recover such amount with
interest thereon at the rate per annum specified in Section 2.6(b), on
demand, from the Originators.  Nothing
herein shall be deemed to limit the rights of the Originators against any such
Purchaser under this Agreement.


 


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 


 


15





















 


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.


 


(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.


 


16





















 


(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 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)           The Administrative Agent and each
Purchaser that has a Purchaser’s Investment Limit to Sanmina Mexico (i) represents
and warrants to Sanmina Mexico that, as of the date hereof, it (x) is
registered with the Ministry of Finance and Public Credit of Mexico as a
foreign bank or financial institution for purposes of Article 195, Section I
of the Mexican income tax law, the rules thereunder and any administrative
regulations (resoluciones miscelaneas)
thereunder, (y) is a resident for tax purposes in a country with which Mexico
has entered into a tax treaty for the avoidance of double taxation that is in
effect (a “Tax Treaty”) and (z) complies with the requirements provided in such
Tax Treaty to apply a reduced withholding tax rate on interest and (ii) will
(x) use reasonable commercial efforts to maintain registration with the
Ministry of Finance and Public Credit of Mexico for purposes of and in
conformity with Article 195, Section I of the Mexican income tax law,
the rules thereunder and any administrative regulations (resoluciones miscelaneas) thereunder, (y) maintain its
status as a resident for tax purposes in a country with which Mexico has a Tax
Treaty and (z) comply with the requirements provided in such tax treaty to
apply a reduced withholding tax rate on interest.  If such registration is canceled or not
renewed upon expiration during the term of this Agreement, or such Purchaser is
no longer a resident for tax purposes in a country with which Mexico has a Tax
Treaty or no longer complies with the requirements set forth in such Tax Treaty
to apply a reduced Mexican withholding tax on interest, the affected Purchaser
may cancel its Purchaser’s Investment Limit applicable to Sanmina Mexico.


 


(e)           Notwithstanding the provisions of Section 2.8(a),
Sanmina Mexico shall not be obligated to pay additional amounts in respect of
Indemnified Taxes or Other Taxes to the extent that such Indemnified Taxes or
Other Taxes or any portion thereof have been imposed solely as a result of the
failure by any Purchaser (other than a Purchaser that is a Mexican tax
resident) (x) to 


 


17





















 


provide to Sanmina Mexico, upon the request of Sanmina Mexico made at
least thirty (30) days in advance and if and when required under applicable
law, a letter specifying that such Purchaser is the effective beneficiary of interest
hereunder, as set forth in the Mexican income tax law or any applicable Tax
Treaty or any equivalent administrative regulations of general applicability in
effect thereafter while this Agreement shall remain in full force and effect,
(y) following a reasonable request of Sanmina Mexico made at least thirty (30)
days in advance, to complete and file with the appropriate Governmental
Authority, or to provide to Sanmina Mexico, such certificates, information, or
returns prescribed by any applicable law, rule or regulation enacted or
issued by Mexico or any political subdivision thereof or authority therein, or
an applicable Tax Treaty and which is in effect, that are necessary to avoid or
reduce such Indemnified Taxes or Other Taxes pursuant to provisions of any such
law, rule or regulation enacted or issued by Mexico or any political
subdivision thereof or authority therein, or Tax Treaty (provided that such
Purchaser shall be under no obligation to provide any information to Sanmina
Mexico which such Purchaser deems, in such Purchaser’s sole judgment, to be
confidential, proprietary or otherwise disadvantageous to such Purchaser), or
(z) to use its reasonable commercial efforts to comply with the requirements,
under the relevant Tax Treaty, the Mexican income tax law, the rules thereunder
and/or any administrative regulations (resoluciones misceláneas) thereunder,
to have the right to claim the benefits of such Tax Treaty.


 


(f)            Each Purchaser severally agrees, in
the case of any Originator or New Originator (other than Sanmina Mexico), 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 entitled to
an otherwise available exemption from or reduction of withholding taxes,
including under any applicable income tax treaty.


 


(g)           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, the Collateral Agent or the Purchasers may have
hereunder or under applicable law, the Originators jointly and severally 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 or the
Collateral Agent, as the case may be, for the benefit of the Purchasers a valid
and enforceable first priority perfected (A) ownership interest, to the
extent of the related Purchased Interest, in the Scheduled Receivables, and (B) security
interest in the Scheduled Receivables, in each case 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 


 


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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 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 1.0 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 upon conversion thereof to Dollars
and deposit into the Collection Sub-Account, 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, the
Collateral 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 Collateral 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
the Investments, plus accrued Interest thereon, during or in connection with
such Insolvency Proceeding), or (x) Indemnified 


 


19





















 


Amounts resulting from the gross negligence or willful misconduct on
the part of the Indemnified Party proposed to be indemnified.


 


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 October 2, 2004, 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 December 29, 2004, 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 July 2,
2005, 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 August 10, 2005, 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 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 


 


20





















 


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 July 2, 2005 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 October 2, 2004, 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 Mexican and Hungarian law
for the enforcement thereof against the Originators under the laws of Mexico
and Hungary, as the case may be, and to ensure the legality, validity,
enforceability or admissibility in evidence of this Agreement in Mexico or
Hungary it is not necessary that this Agreement, any other Transaction Document
or any other document be filed or recorded with 


 


21





















 


any court or other authority in Mexico or Hungary 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 (approximately $4,500.00 at the currently
applicable exchange rate) 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 Mexico, a Spanish translation of this Agreement and the other Transaction
Documents prepared by a court-approved translator would have to be approved by
such court after the defendant had been given an opportunity for a hearing as
to the accuracy of such translation, and proceedings would thereafter be based
on such translation; provided that in the event that a final judgment rendered
by any 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; in respect of any Transaction Document
governed by New York law, such judgment would be recognized by, valid and
enforceable in the courts of Mexico, without a further review on the merits
pursuant to Article 1374-A of the Commerce Code of Mexico, further
provided that: (a) any judgment under a Transaction Document must be
obtained in compliance with legal requirements of the jurisdiction of the court
rendering such judgment and in compliance with all legal requirements of such
Transaction Document governed by New York law; (b) service of process in
any such judgment must be made personally on the relevant party or on the
appropriate process agent (it should be noted that service of process by mail
does not constitute personal service of process for purposes of Mexican law); (c)
any such judgment must not contravene any Mexican law, public policy of Mexico,
international treaties or agreements binding upon Mexico or generally accepted
principles of international law; (d) the applicable procedure under the
laws of Mexico with respect to the enforcement of foreign judgments (including
the issuance of a letter rogatory by the competent authority of such
jurisdiction requesting enforcement of such judgment and the certification of
such judgment as authentic by the corresponding authorities of such
jurisdiction in accordance with the laws thereof) must be complied with in
regard to any such judgment; (e) any such judgment referred to above must
be final in the jurisdiction where obtained; (f) any such judgment
referred to above must fulfill the necessary requirements to be considered
authentic; (g) the courts of the relevant jurisdiction must recognize the
principles of reciprocity in connection with the enforcement of Mexican
judgments in such jurisdiction; (h) the action on which any final judgment
is rendered must not be the subject matter of a lawsuit among the same parties
pending before a Mexican court, or resolved by definite judgment (sentencia definitiva) by a Mexican court
that has previously served process (notificado)
or delivered a rogatory letter to the competent authorities in
accordance with Mexican law; (i) the court issuing any such judgment must
be considered of competent jurisdiction under the rules internationally
accepted that are compatible with Mexican procedural laws; and (j) the
documents relating to the legal action instituted before the courts of the
State of New York located in the City of New York, or of the United States of
America for the Southern District of New York located in the City of New York,
and any judgment rendered thereunder, must be translated into Spanish by an expert
duly authorized by the Mexican courts for their admissibility before the
Mexican court before which enforcement is requested. Such translation must be
approved by the Mexican court after 


 


22





















 


the defendant has
been given an opportunity to be heard with respect to the accuracy of the
translation, and such proceedings would thereafter be based upon the translated
documents.


 


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; 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, 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
or Mexico), other than the UCC Financing Statement filed pursuant to this
Agreement in favor of the Collateral 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 


 


23





















 


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, 2004 (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.


 


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, each Mexican Deed of Assignment and each
Hungarian Receivables Transfer Agreement is effective to create in favor of the
Collateral Agent, for the benefit of the Purchasers, a legal, valid and
enforceable security interest in the Collateral 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 


 


24





















 


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.  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 Collateral 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 pursuant to
this Agreement is subject to the satisfaction, prior to the making of such
purchase on the initial Purchase Date (the date of such satisfaction, as
notified by the Administrative Agent to the Servicers, the Collateral Agent and
the Purchasers, being the “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 Collateral Agent.


 


(b)           Certain Other Transaction
Documents.  The Administrative Agent
shall have received (i) a copy of the acta
of a Mexican notary public evidencing the delivery to the Eligible Buyer
located in Mexico of the Notification comprising the exhibit to the Mexican Deed
of Assignment in respect of the Scheduled Receivables to be purchased on such
date and (ii) the duly executed Guarantee of the Guarantor.


 


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(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 initial Purchase Date.


 


(f)            Closing Certificate.  The Administrative Agent shall have received
a certificate of each Originator, dated as of the Closing Date, 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 Closing Date:


 


(i)            the legal opinion
of Wilson Sonsini Goodrich & Rosati, P.C., U.S. counsel to the
Servicers and the Originators, substantially in the form of Exhibit E;


 


(ii)           the legal opinion
of Baker & McKenzie, special Mexican counsel to Sanmina Mexico,
substantially in the form of Exhibit C; and


 


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


 


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.


 


(h)           Agent for Service of Process.  Each Originator and the Servicers shall have
appointed CT 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 (i) a duly executed letter from CT Corporation
acknowledging each such appointment and otherwise in form and substance
satisfactory to the Administrative Agent and (ii) in the case of Sanmina
Mexico, a special irrevocable power of attorney certified by a Mexican notary public in the form of Exhibit R
and otherwise satisfactory to the Administrative Agent, granted by Sanmina
Mexico in favor of CT Corporation,
irrevocably appointing CT Corporation, as agent for service of process in New
York.


 


26





















 


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.


 


(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, the Administrative Agent or the
Collateral Agent hereunder, the Originators and the Servicers, as the case may
be, 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


 


27





















 


(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, 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 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)


 


28





















 


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 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, the Collateral 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.


 


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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.


 


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 sales by Sanmina-Mexico, the Irrevocable Payment Instructions also
shall have been delivered to each Eligible Buyer in the form of the
Notification.  Notwithstanding the
foregoing, for a period of up to 90 days from the initial Purchase Date hereunder
payments may be made by Obligors under Scheduled Receivables to accounts other
than the Collection Accounts, and be promptly transferred by the Servicers to
the Collection Sub-Account (the “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 or the Collateral 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,


 


30





















 


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
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.


 


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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
and New Originators.  (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 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 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 bring-down 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 an increase in the Purchasers’ Investment Limits to (i) by
up to $100,000,000 in the case of the addition of [***] and (ii) by up to
$200,000,000 in the case of the addition of the remaining Contingent Eligible
Buyers.  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
increase its Purchaser’s Investment Limits, and shall notify the Administrative
Agent within such time period whether or not it agrees to increase its
Purchaser’s Investment Limits, it being understood that each Purchaser must
agree to increase its commitment by its pro rata share of such requested
increase for the increase to take effect with respect to such Purchaser; provided,
however, that if any Purchaser declines to increase its commitment
accordingly, the other Purchasers may agree to assume such commitment in whole
but not in part.   Any Purchaser not
responding within such time period shall be deemed to have declined to increase
its Purchaser’s Investment Limits.


 


(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) no Termination Event or


 


32





















 


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.


 


(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, 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.


 


SECTION 6.  SERVICER
OBLIGATIONS


 


6.1.          Appointment of Servicer.  Each of Sanmina-SCI 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 and Sanmina United
Kingdom acknowledges that the Administrative Agent and the Purchasers have relied
on their agreement to act as the Servicers hereunder in making their decision
to execute and deliver this Agreement. 
Accordingly, neither Sanmina-SCI 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
Collateral Agent) to succeed Sanmina-SCI 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, 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
Sub-Account after the initial Purchase Date, the Servicers shall provide the
Administrative Agent and the Collateral Agent


 


33





















 


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 K
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).


 


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 Collection Accounts to the
Collection Sub-Account and deposit such Collections in Dollars in the
Collection Sub-Account.


 


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 the Ramp-Up Period to cause
payments under Scheduled Receivables 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;


 


34





















 


(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, the Collateral 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 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 $45,000,000;
or


 


(f)            (i) any Originator or the
Servicers shall commence any case, proceeding or other action (A) under
any existing or future law of any jurisdiction relating to bankruptcy, concurso mercantil, 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 the Servicers shall make a general assignment for the benefit of
its creditors; or (ii) there shall be commenced against any Originator or
the Servicers 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 the Servicers 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 the Servicers 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 the Servicers 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


 


35





















 


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, 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 Citibank Credit Agreement, without giving effect to any termination of
such agreement; or


 


(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 Required Purchasers, the Administrative Agent may, or upon the
request of the Required Purchasers, the Administrative Agent shall, by notice
to the Servicers, declare the Purchaser’s Investment Limits to be reduced to
zero and terminated forthwith and (C) in either event, the Collateral
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 Collection Accounts and the Collection Sub-Account
to pay any obligations of the Originators or the Servicers hereunder and under
the other Transaction Documents.


 


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


 


36





















 


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 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


 


37





















 


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 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), 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 and the Collateral
Agent.  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); 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


 


38





















 


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 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 their respective Purchaser’s
Investment Percentages 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 Purchaser’s Investment Percentages 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


 


39





















 


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 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


 


40





















 


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.


 


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 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 and each Servicer and
Originator party to the relevant Transaction Document may, or, with the written
consent of the Required Purchasers, the Administrative Agent or the Collateral
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, the Administrative
Agent or the Collateral Agent, as the case may be, may specify in such


 


41





















 


instrument, any of the
requirements of this Agreement or the other Transaction Documents or any
Incipient Termination Event or Termination Event and its consequences; 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, Interest or fee payable hereunder or extend the scheduled date of any
payment thereof, or increase the amount or extend the expiration date of 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) (A) reduce any percentage specified in the
definition of Required 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 or
any Collateral (except as otherwise expressly permitted hereunder without such
consent), or (D) amend or modify the definition of “Obligations”, “Scheduled
Receivable”, “Receivable” or “Eligible Receivable” or Sections 2.3, 2.6(a) or
(b), 2.9, 5.13 or 9.7 in this Agreement or “Secured Parties” in the Collateral
Assignment Agreement, or amend, modify or waive Section 9, 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, the Collateral Agent and all future holders of the
Purchased Interests.  In the case of any
waiver, the Originators, the Purchasers, the Administrative Agent and the
Collateral 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 the Collateral 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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2300 Highway 79 South

  P.O. Box 1900

  Guntersville, AL 35976

  Attention: Accounts Receivable Manager

  



 


42





















 


	
   

  	
   

  	
  Telecopy: (256) 505-4414

  

  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

  60 Wall Street

  New York, New York 10005

  Attention: Carl Carrier/Nancy Adamo

  Telecopy: 212-797-0473

  Telephone: 212-250-9368/9069

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  With a copy to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Deutsche Bank Trust Company Americas

  90 Hudson Street

  Jersey City, NJ 07302

  Attention: John Quinn

  Telecopy: 201-593-2310

  Telephone: 201-593-2177

  
	
   

  	
   

  	
   

  
	
  Collateral Agent:

  	
   

  	
  Deutsche Bank Trust Company Americas

  Corporate Trust & Agency Services

  60 Wall Street

  MS NYC60-2606

  New York, New York 10005

  Telecopy: 212-797-8606

  Telephone: 212-250-4772

  



 


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


 


9.3.          No Waiver; Cumulative Remedies.  No failure to exercise and no delay in
exercising, on the part of the Originators, the Administrative Agent, the
Collateral 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


 


43





















 


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 and the
Collateral Agent for all their 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 and the Collateral 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, the Administrative Agent and the Collateral 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 and to the Collateral
Agent; (iii) to pay, indemnify, and hold each Purchaser, the
Administrative Agent and the Collateral 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 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


 


44





















 


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.  The
Collateral Agent is intended to be an express third party beneficiary of the
indemnity undertaking provided 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, the Collateral 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 and the Collateral 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 under any such


 


45





















 


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 such Assignee of a Purchaser’s
Investment Limit to Sanmina Mexico represents for the benefit of Sanmina Mexico
to the effect set forth in Section 2.8(d); and provided further,
however, 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


 


46





















 


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 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, the Collateral 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 Purchaser (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 Purchaser, if any, in respect of the Obligations owing to
such other Purchaser, such Benefitted Purchaser shall purchase for cash from
the other Purchasers a participating interest in such portion of the
Obligations owing to each such other Purchaser, 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 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 or the account of the Originators, as the case may
be.  Each Purchaser agrees promptly to
notify the Servicers and the


 


47





















 


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 Letter, represent the entire agreement of the
Originators, the Servicers, the Administrative Agent, the Collateral 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 Collateral 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.


 


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 (except for the Mexican Deed of Assignment governed by the laws of
Mexico) to which it is a party, or for recognition and enforcement of any
judgment in respect thereof, to the exclusive 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 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 CT Corporation (the “New York
Process Agent”), with an office on the date hereof at 811 Eighth Avenue,
New York, New York 10008, as its agent to receive on its behalf and on behalf
of


 


48





















 


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, the Collateral 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 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.


 


49





















 


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, the
Collateral 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, the Collateral 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 Collateral 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 Collateral
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, THE COLLATERAL 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 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


 


50





















 


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:


 


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


 


51





















 


(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.


 


[The remainder
of this page is intentionally left blank]


 


52





















 


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 MAGYARORSZAG

  ELEKTRONIKAI GYARTO KFT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Walter Boileau

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Walter Boileau

  
	
   

  	
   

  	
  Title:

  	
  VP and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SANMINA-SCI SYSTEMS DE MEXICO,

  S.A. DE C.V.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Walter Boileau

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Walter Boileau

  
	
   

  	
   

  	
  Title:

  	
  VP and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SANMINA-SCI CORPORATION

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Walter Boileau

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Walter Boileau

  
	
   

  	
   

  	
  Title:

  	
  VP and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SANMINA-SCI UK LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Walter Boileau

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Walter Boileau

  
	
   

  	
   

  	
  Title:

  	
  VP and Treasurer

  
						



 


53





















 


	
   

  	
   

  	
  DEUTSCHE BANK AG NEW YORK, as
  Administrative Agent

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Nancy Adamo

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Nancy Adamo

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Carl W. Carrier

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Carl W. Carrier

  
	
   

  	
   

  	
  Title:

  	
  Director

  
						



 


54





















 


	
   

  	
   

  	
  DEUTSCHE BANK AG, NEW YORK

  BRANCH

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Nancy Adamo

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Nancy Adamo

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Carl W. Carrier

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Carl W. Carrier

  
	
   

  	
   

  	
  Title:

  	
  Director

  
						



 


55





















 


Schedule 1.1A


 


PURCHASERS’ INVESTMENT LIMITS


 




	
  Purchaser

  	
   

  	
  Investment Limit

  	
   

  	
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Deutsche
  Bank AG

  	
   

  	
  $

  	
  100,000,000.00

  	
   

  	
  100

  	
  %

  
							






 





















 


Schedule 3.4


 


1. 
Filings with the SEC required under applicable securities laws.


 


2. 
Consents of Eligible Buyers that have been or will be obtained prior to
the sale of Scheduled Receivables in respect thereof.


 





















 


Schedule 3.14 to the Receivables Purchase Agreement


 


ACTIONS TO PERFECT OWNERSHIP AND SECURITY
INTERESTS IN SCHEDULED RECEIVABLES AND COLLATERAL


 


United States


 


A UCC-1 financing statement setting forth the
applicable information regarding Sanmina Hungary and Sanmina Mexico, as
debtors, and the relevant Scheduled Receivables, shall have been filed with the
District of Columbia Recorder of Deeds, Washington, D.C.  Sanmina Hungary and Sanmina Mexico have
entered into an agreement with the Collateral Agent giving the Collateral Agent
“control” (as such term is defined in Article 9 of the UCC) over the
Collection Accounts.


 


Hungary


 


A Hungarian Receivables Transfer Agreement
shall have been duly executed and delivered in respect of the Scheduled
Receivables to be sold on a Purchase Date.


 


Mexico


 


A Mexican Deed of Assignment shall have been
duly executed and delivered as notarial deed in Mexico in respect of the
Scheduled Receivables to be sold on a Purchase Date, and the Notification shall
have been delivered to the relevant Eligible Buyer before a notary public, who
shall issue the corresponding acta
evidencing such delivery.


 





















 


Schedule 3.15


 


Principal Place of Business of the
Originators:


 


Sanmina Hungary:

tH-2800 Tatabanya

Kota Jozsef u. hrsz

Tatabanya, Hungary 11809/4


 


Sanmina Mexico:

Carretera al Castillo

No. 2100 Int. 7-A

El Salto, Jalisco

Mexico 45680


 










[***]  =  CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.