Exhibit
4.12.1


 


EXECUTION COPY


 


AMENDMENT NO. 1 TO CREDIT AND GUARANTY AGREEMENT


 


This Amendment No. 1
to Credit and Guaranty Agreement (this “Amendment”),
dated as of February 15, 2005, is made by Sanmina-SCI Corporation, a
Delaware corporation (the “Company”),
each of the subsidiaries of the Company listed on the signature pages hereto
(the “Guarantors”), the Lenders
party hereto, Citibank, N.A., as Collateral Agent (the “Collateral
Agent”), and Citicorp USA, Inc., as Administrative Agent
(the “Administrative Agent”).


 


RECITALS


 


Reference is hereby made
to the Credit and Guaranty Agreement, dated as of October 26, 2004,
entered into by and among the Company, certain subsidiaries of the Company, as
guarantors, Citibank, N.A., as Initial Issuing Bank, Banc of America Securities
LLC, as Syndication Agent, Deutsche Bank Trust Company Americas, Merrill Lynch,
Pierce, Fenner & Smith Incorporated and The Bank of Nova Scotia, as
Co-Documentation Agents, Citigroup Global Markets Inc. and Banc of America
Securities LLC, as Joint Book Managers and Joint Lead Arrangers, the
Administrative Agent, and the Collateral Agent (the “Credit
Agreement”).


 


The Company has requested
that the Lenders agree to certain amendments to the Credit Agreement in
connection with the proposed issuance by the Company of certain unsecured,
senior subordinated notes as described herein.


 


AGREEMENT


 


NOW THEREFORE, for good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree
as follows:


 


1.  Definitions.  Unless otherwise expressly defined herein,
all capitalized terms used herein and defined in the Credit Agreement shall be
used herein as so defined.  Unless
otherwise expressly stated herein, all Section and Article references
herein shall refer to Sections and Articles of the Credit Agreement.


 


2.  Amendment to Definitions.  Section 1.1 of the Credit Agreement is
hereby amended to add the following definitions in proper alphabetical order:


 


“New Senior
Subordinated Notes Agreement” means that certain indenture, by
and among the Company, certain subsidiaries of the Company as guarantors, and
the trustee, governing the New Senior Subordinated Notes, as it may be amended,
supplemented, or otherwise modified from time to time.


 





















 


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


 


“New
Senior Subordinated Notes Guarantees” means the guarantees by
the guarantors pursuant to the New Senior Subordinated Notes Agreement, as each
may be amended, supplemented or otherwise modified from time to time.


 


“New
Senior Subordinated Notes” means the unsecured, senior
subordinated notes of the Company, the net proceeds of which will be used to
satisfy in part the Company’s Repurchase Obligation or deposited in the
Designated Proceeds Account, in each case, to the extent required by clause (A) of
the definition of “Revolving Credit Commitment”, and any registered notes
issued by the Company in exchange for, and as contemplated by, any of the New
Senior Subordinated Notes with substantially identical terms as the New Senior
Subordinated Notes.


 


3.  Amendment to Section 6.3.  Clause (c) of Section 6.3 is hereby
amended and restated in its entirety to read as follows:  “(c) restrictions imposed by the Senior
Secured Note Documents or the New Senior Subordinated Notes Documents”.


 


4.  Amendment to Section 6.5.  Clause (iv) of Section 6.5 is
hereby amended and restated in its entirety to read as follows:  “(iv) in the Senior Secured Note
Documents or the New Senior Subordinated Notes Documents”.


 


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


 


(a)  The
Administrative Agent shall have received evidence of all of the following, in
form and substance satisfactory to the Administrative Agent:


 


(i)            This Amendment to be duly executed
and delivered by the Company and the Guarantors; and


 


(ii)           The execution and delivery of this
Amendment by the Administrative Agent and the Requisite Lenders.


 


(b)  The
representations and warranties contained herein and in the Credit Agreement
shall be true and correct in all material respects as of the date hereof as if
made on the date hereof (except for those which by their terms specifically
refer to an earlier date, in which case such representations and warranties
shall be true and correct in all material respects as of such earlier date).


 


(c)  No Default or
Event of Default shall have occurred and be continuing after giving effect to
this Amendment.


 


6.  Representations and Warranties.  The Company hereby represents and warrants to
the Administrative Agent and the Lenders that, as of the date hereof and after
giving effect to this Amendment, (a) all representations and warranties
set forth in the Credit Agreement are true and correct in all material respects
as if made again on and as of such date (except for those which by


 





















 


their
terms specifically refer to an earlier date, in which case such representations
and warranties shall be true and correct in all material respects as of such
earlier date), (b) no Default or Event of Default has occurred and is
continuing and (c) the Credit Agreement (as amended by this Amendment) and
all other Credit Documents are and remain legal, valid, binding and enforceable
obligations of the Credit Parties in accordance with the terms thereof except
as may be limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws relating to or limiting creditors’ rights generally or by
equitable principles (regardless of whether enforcement is sought in equity or
at law).


 


7.  Survival of Representations and Warranties.  All representations and warranties made in
this Amendment shall survive the execution and delivery of this Amendment, and
no investigation by the Administrative Agent or the Lenders shall affect the
representations and warranties or the right of the Administrative Agent or the
Lenders to rely upon them.  If any
representation or warranty made in this Amendment is false in any material
respect when made, then such shall constitute an Event of Default under the
Credit Agreement.


 


8.  Reference to Agreement.  Each of the Credit Documents, including the
Credit Agreement, and any and all other agreements, documents or instruments
now or hereafter executed and/or delivered pursuant to the terms hereof or
pursuant to the terms of the Credit Agreement as amended hereby, are hereby
amended so that any reference in such Credit Documents to the Credit Agreement,
whether direct or indirect, shall mean a reference to the Credit Agreement as
amended hereby.  This Amendment shall
constitute a Credit Document.


 


9.  Costs and Expenses.  The Company shall pay on demand all
reasonable costs and expenses of the Administrative Agent (including the
reasonable fees, costs and expenses of counsel to the Administrative Agent)
incurred in connection with the preparation, execution and delivery of this
Amendment.


 


10.  Governing Law.  This Amendment shall be construed in
accordance with and governed by the laws of the State of New York (including
Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New
York).


 


11.  Execution.  This Amendment may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement.  Delivery of an executed counterpart of a
signature page to this Amendment by telecopier shall be effective as
delivery of an manually executed counterpart of this Amendment.


 


12.  Limited Effect.  This Amendment relates only to the specific
matters expressly covered herein, shall not be considered to be a waiver of any
rights or remedies any Lender or Agent may have under the Credit Agreement or
under any other Credit Document, and shall not be considered to create a course
of dealing or to otherwise obligate in any respect any Lender or Agent to
execute similar or other consents under the same or similar or other
circumstances in the future.


 


13.  Ratification by Guarantors.  Each of the Guarantors acknowledges that its consent to this Amendment
is not required, but each of the undersigned nevertheless does hereby agree and


 





















 


consent to this Amendment
and to the documents and agreements referred to herein.  Each of the Guarantors agrees and
acknowledges that (i) notwithstanding the effectiveness of this Amendment,
such Guarantor’s Guaranty shall remain in full force and effect without
modification thereto and (ii) nothing herein shall in any way limit any of
the terms or provisions of such Guarantor’s Guaranty or any other Credit
Document executed by such Guarantor (as the same may be amended from time to
time), all of which are hereby ratified, confirmed and affirmed in all
respects.  Each of the Guarantors hereby
agrees and acknowledges that no other agreement, instrument, consent or
document shall be required to give effect to this Section 13.  Each of the Guarantors hereby further
acknowledges that Company, Administrative Agent, Collateral Agent and any
Lender may from time to time enter into any further amendments, modifications,
terminations and/or waivers of any provision of the Credit Documents without
notice to or consent from such Guarantor and without affecting the validity or
enforceability of such Guarantor’s Guaranty or giving rise to any reduction,
limitation, impairment, discharge or termination of such Guarantor’s Guaranty.


 


[The remainder of this page is intentionally left
blank]


 





















 


IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  SANMINA-SCI CORPORATION,

  
	
   

  	
  a
  Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ WALTER BOILEAU

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Walter
  Boileau

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
					



 





















 


	
   

  	
  GUARANTORS:

  
	
   

  	
   

  
	
   

  	
  HADCO CORPORATION

  
	
   

  	
  HADCO SANTA CLARA, INC.

  
	
   

  	
  SCI TECHNOLOGY, INC.

  
	
   

  	
  VIKING INTERWORKS INC.

  
	
   

  	
  COMPATIBLE MEMORY, INC.

  
	
   

  	
  SCI SYSTEMS, INC.

  
	
   

  	
  SANMINA-SCI SYSTEMS (ALABAMA) INC.

  
	
   

  	
  SANMINA-SCI SYSTEMS HOLDINGS, INC.

  
	
   

  	
  INTERAGENCY, INC.

  
	
   

  	
  SANMINA-SCI SYSTEMS ENCLOSURES

  
	
   

  	
  (DENTON)
  INC.

  
	
   

  	
  SCIMEX, INC.

  
	
   

  	
  NEWISYS, INC.

  
	
   

  	
  SANMINA-SCI ENCLOSURES USA
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  All
  By:

  	
  /s/ WALTER BOILEAU

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Walter Boileau

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President and Treasurer

  
					



 





















 


	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
  SANMINA-SCI
  SYSTEMS (ALABAMA) INC.,

  
	
   

  	
  its
  Sole Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ WALTER BOILEAU

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Walter Boileau

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President and Treasurer

  
					



 





















 


	
   

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

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
   

  
	
   

  	
  SCI
  TECHNOLOGY, INC.,

  
	
   

  	
  its
  Sole Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ WALTER BOILEAU

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Walter Boileau

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President and Treasurer

  
					



 





















 


	
   

  	
  SANMINA GENERAL, L.L.C.

  
	
   

  	
  SANMINA LIMITED, L.L.C.

  
	
   

  	
   

  
	
   

  	
  All
  by:

  
	
   

  	
   

  
	
   

  	
  SANMINA-SCI
  CORPORATION,

  
	
   

  	
  their
  Sole Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ WALTER BOILEAU

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Walter Boileau

  
	
   

  	
   

  	
  Title:

  	
  Treasurer

  
					



 





















 


	
   

  	
  SANMINA TEXAS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  SANMINA GENERAL, L.L.C.,

  
	
   

  	
   

  	
  its
  General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  SANMINA-SCI
  CORPORATION,

  
	
   

  	
   

  	
   

  	
  its
  Sole Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ WALTER BOILEAU

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Walter Boileau

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Treasurer

  
						



 





















 


	
   

  	
  ADMINISTRATIVE AGENT

  
	
   

  	
  AND LENDER:

  
	
   

  	
   

  
	
   

  	
  CITICORP USA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  SUGEET MANCHANDA MADAN

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Sugeet Manchanda
  Madan

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice
  President

  
					



 





















 


	
   

  	
  COLLATERAL AGENT:

  
	
   

  	
   

  
	
   

  	
  CITIBANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ FERNANDO
  MOREYRA

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Fernando Moreyra

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice
  President

  
					



 


12





















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
  CITICORP USA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  SEAN KLIMCHALK

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Sean Klimchalk

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 


13





















 


	
   

  	
  CO-DOCUMENTATION AGENTS:

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NOVA SCOTIA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Chris Osborn

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Chris Osborn

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST COMPANY

  
	
   

  	
  AMERICAS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  SCOTTYE LINDSEY

  	
   

  	
  /s/ authorized signatory

  
	
   

  	
   

  	
  Name:

  	
  Scottye Lindsey

  	
   

  	
  Director

  
	
   

  	
   

  	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  KEY BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  ROBERT W. BOSWELL

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert W. Boswell

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  



 


14





















 


	
   

  	
  INITIAL ISSUING BANKS:

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  SUGEET MANCHANDA MADAN

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Sugeet Manchanda Madan

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CITIBANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  authorized signatory

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 


15





















 


	
   

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  SUGEET MANCHANDA MADAN

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Sugeet Manchanda Madan

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
  CITICORP USA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  SEAN KLIMCHALK

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Sean Klimchalk

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NOVA SCOTIA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  CHRIS OSBORN

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Chris Osborn

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST COMPANY

  
	
   

  	
  AMERICAS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  SCOTTYE LINDSAY

  	
   

  	
  /s/ authorized signatory

  
	
   

  	
   

  	
  Name:

  	
  Scottye Lindsay

  	
   

  	
  Director

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  KEY BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  ROBERT W. BOSWELL

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert W. Boswell

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SUNTRUST BANK

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  ROBERT BUGBEE

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert Bugbee

  
	
   

  	
   

  	
  Title:

  	
  Director

  
							



 


16





















 


	
   

  	
  WELLS FARGO BANK, N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  JEFF A. BAILARD

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jeff A. Bailard

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  JANET JORDAN

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Janet Jordan

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 


17