Exhibit 4.7.1


 


FIRST SUPPLEMENTAL INDENTURE (this “Supplemental
Indenture”), dated as of July 21, 2003, among Newisys, Inc.,
a Delaware corporation (the “Guaranteeing
Subsidiary”), Sanmina-SCI Corporation, a Delaware corporation (the “Company”) and U.S. Bank National
Association (as successor to State Street Bank and Trust Company of California,
N.A.), as trustee under the indenture referred to below (the “Trustee”).


 


W I T
N E S S E T H


 


WHEREAS,
the Company has heretofore executed and delivered to the Trustee an indenture
(the “Indenture”), dated as of December 23,
2002, providing for the issuance of an aggregate principal amount of up to
$750,000,000 of 10.375% Senior Secured Notes due January 15, 2010 (the “Notes,” which term includes any notes
exchanged for such Notes in an exchange offer) which are guaranteed by the
Notes Guarantors;


 


WHEREAS,
the Indenture provides that under certain circumstances the Company shall cause
each Domestic Restricted Subsidiary that is not a Notes Guarantor and each
Person that becomes a Domestic Restricted Subsidiary following the Issue Date
to become a Notes Guarantor by, among other things, executing and delivering to
the Trustee a supplemental indenture pursuant to which such Domestic Restricted
Subsidiary shall become a Notes Guarantor, all as more fully set forth in Section 1306
of the Indenture;


 


WHEREAS,
the Guaranteeing Subsidiary is a Domestic Restricted Subsidiary that is not a
Notes Guarantor and, therefore, is required under Section 1306 of the
Indenture to become a Notes Guarantor by, among other things, executing this
Supplemental Indenture;


 


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


 


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


 


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


 


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


 


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


 





















 


2.               NOTES GUARANTEE. 
The Guaranteeing Subsidiary hereby agrees as of the date hereof to
become a Notes Guarantor under the Indenture, with the rights, obligations and
duties of a Notes Guarantor thereunder as if the Guaranteeing Subsidiary were a
Notes Guarantor and had executed the Indenture as a Notes Guarantor.


 


3.               EXECUTION AND DELIVERY OF NOTES GUARANTEE AND
SECURITY DOCUMENTS.  The Guaranteeing
Subsidiary hereby agrees to execute the applicable Security Documents and a
Notes Guarantee, in the form attached to the Indenture, to evidence the Notes
Guarantee of the Guaranteeing Subsidiary and to provide collateral to secure
the obligations pursuant to the terms of the Indenture and the Notes.


 


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


 


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


 


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


 


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


 


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


 


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


 


2





















 


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


 


Dated: July         , 2003


 


	
   

  	
  NEWISYS, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Walter Boileau

  	
   

  
	
   

  	
  Title:

  	
  Treasurer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SANMINA-SCI CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Rick R. Ackel

  	
   

  
	
   

  	
  Name:

  	
  Rick R. Ackel

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice President and Chief

  	
   

  
	
   

  	
   

  	
  Financial Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  U.S. BANK NATIONAL ASSOCIATION,

  	
   

  
	
   

  	
  AS TRUSTEE

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ authorized signatory

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title: