Exhibit 4.2.3


 


SCI SYSTEMS, INC., as Company


 


SANMINA-SCI
USA, INC., as Subsidiary Guarantor


 


3% Convertible Subordinated Notes Due 2007


 










 


SUPPLEMENTAL INDENTURE NO. 3

TO THE SUBORDINATED INDENTURE DATED AS OF MARCH 15, 2000


 


 


Dated as of October 7, 2005


 










 


J.P. MORGAN TRUST COMPANY, NATIONAL ASSOCIATION


 


TRUSTEE


 





















 


SCI Systems, Inc.

3% Convertible Subordinated Notes Due 2007


 


SUPPLEMENTAL INDENTURE NO. 3


 


SUPPLEMENTAL INDENTURE No. 3
(this “Third Supplemental Indenture”), dated as of October 7, 2005, between SCI Systems, Inc., a
corporation duly organized and existing under the laws of the State of Delaware
(the “Company”), Sanmina-SCI USA, Inc., a corporation duly
organized and existing under the laws of the State of Delaware (the “Subsidiary
Guarantor”) and J.P. Morgan Trust Company, National Association (successor
in interest to Bank One Trust Company, National Association), a national
banking association duly organized and existing under the laws of the United
States of America, as Trustee (the “Trustee”).


 


RECITALS


 


WHEREAS, the Company and
the Trustee have heretofore executed a Subordinated Indenture (the “Base
Indenture”) and a Supplemental Indenture No. 1 (the “First
Supplemental Indenture”), each dated as of March 15, 2000, and the
Company, the Gurantor (as defined in the Second Supplemental Indenture) and the
Trustee have heretofore executed Supplemental Indenture No. 2 (the “Second
Supplemental Indenture”), providing for the issuance from time to time of
the Company’s Securities to be issued in one or more series as provided in the
Base Indenture. The Base Indenture as supplemented by the First Supplemental
Indenture, the Second Supplemental Indenture and this Third Supplemental
Indenture is referred to herein as the “Indenture”;


 


WHEREAS, the Company
issued its 3% Convertible Subordinated Notes Due 2007 (the “Notes”)
under the First Supplemental Indenture;


 


WHEREAS, the Guarantor
entered into the Second Supplemental Indenture to provide that the Notes would
be convertible into shares of Guarantor common stock and to agree to be bound
by the provisions relating to the conversion of the Notes into Guarantor common
stock;


 


WHEREAS,
the Subsidiary Guarantor is willing to guarantee, on a subordinated basis as
set forth more fully herein, the payment of the principal of, premium, if any,
and interest on the Notes;


 


WHEREAS, Section 901
of the Base Indenture authorizes the Company, when authorized by a Board
Resolution of the Company (a copy of which has been attached as an exhibit to a
Secretary’s Certificate delivered to the Trustee of even date herewith), to
make changes with respect to matters arising under the Indenture that do not
adversely affect the rights of the holders of Notes;


 


WHEREAS, the Company and
the Subsidiary Guarantor desire to execute a supplemental indenture that
complies with Section 901 of the Base Indenture;


 





















 


NOW, THEREFORE, for and
in consideration of the premises and the issuance of the Notes provided for
herein, it is mutually covenanted and agreed, for the equal and proportionate
benefit of the Holders of the Notes, as follows:


 


ARTICLE 1

RELATION TO BASE INDENTURE; DEFINITIONS


 


SECTION 1.1.  Relation
to Indenture.  This Third
Supplemental Indenture constitutes an integral part of the Indenture.  In the event of inconsistencies between the
Base Indenture, the First Supplemental Indenture, the Second Supplemental
Indenture and this Third Supplemental Indenture, the terms of the Third
Supplemental Indenture shall govern.


 


SECTION 1.2.  Certain
Definitions.  For all purposes
of this Third Supplemental Indenture, except as otherwise expressly provided or
unless the context otherwise requires:


 


(1)                                  capitalized
terms used herein without definition have the meanings specified in the
Indenture;


 


(2)                                  all
other terms used herein without definition which are defined in the TIA, either
directly or by reference therein, have the meanings assigned to them therein;


 


(3)                                  all
accounting terms not otherwise defined herein or in the Indenture have the
meanings assigned to them in accordance with generally accepted accounting
principles, and, except as otherwise herein expressly provided, the term “generally
accepted accounting principles” with respect to any computation required or
permitted hereunder means such accounting principles as are generally accepted
in the United States of America from time to time;


 


(4)                                  unless
the context otherwise requires, any reference to an “Article” or a “Section”
refers to an Article or a Section, as the case may be, of this
Supplemental Indenture; and


 


(5)                                  the
words “herein”, “hereof”, “hereunder” and other words of similar import refer
to this Indenture as a whole and not to any particular Article, Section or
other subdivision.


 


(6)                                  Amendment
to Definitions in First Supplemental Indenture. Section 1.2 of the
First Supplemental Indenture is hereby amended to add the following defined
terms:


 


“Subsidiary
Guarantor” means Sanmina-SCI USA, Inc., a Delaware corporation.”


 


“Subsidiary Guarantor Capitalized Lease Obligation”
means, with respect to any Person, an obligation incurred or assumed under or
in connection with any capital lease of real or personal property that, in
accordance with GAAP, has been recorded as a capitalized lease on the balance
sheet of such Person.


 


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“Subsidiary Guarantor Designated Senior
Indebtedness” means (a) the indebtedness represented by each of the
guarantees entered into by the Subsidiary Guarantor with respect to the
Guarantor’s 10.375% Senior Secured Notes due January 15, 2010 and its 6.75%
Senior Subordinated Notes due 2013, (b) the indebtedness and obligations
of the Subsidiary Guarantor in its capacity as a guarantor under that certain
Credit and Guaranty Agreement, dated as of October 26, 2004 (as it may be
amended, supplementaed or otherwise modified), by and among Sanmina-SCI
Corporation, the guarantors thereto and the other parties thereto and (c) any
Subsidiary Guarantor Senior Indebtedness which, at the time of determination,
has an aggregate principal amount outstanding of, or commitments to lend up to,
at least $50,000,000, and is specifically designated by the Subsidiary
Guarantor in the instrument evidencing or governing such Subsidiary Guarantor
Senior Indebtedness as “Subsidiary Guarantor Designated Senior Indebtedness”
for the purposes of this Indenture.


 


“Subsidiary Guarantor Hedging Obligations”
means the obligations of any Person under (a) interest rate swap
agreements, interest rate cap agreements and interest rate collar agreements
and (b) other agreements or arrangements designed to protect such Person
against fluctuations in interest rates or the value of foreign currencies.


 


“Subsidiary Guarantor Indebtedness” means, with
respect to any Person (without duplication): 
(a) any liability of such Person (1) for borrowed money, or
under any reimbursement obligation relating to a letter of credit, or (2) evidenced
by a bond, note, debenture or similar instrument or (3) for payment
obligations arising under any conditional sale or other title retention
arrangement (including a purchase money obligation) given in connection with
the acquisition of any business, properties or assets of any kind, or (4) under
Subsidiary Guarantor Capitalized Lease Obligations, or (5) under
Subsidiary Guarantor Hedging Obligations; (b) any liability of others of a
type described in the preceding clause (a) to the extent that such
Person has guaranteed or is otherwise legally obligated in respect thereof; and
(c) any amendment, supplement, modification, deferral, renewal, extension
or refunding of any liability of the types referred to in clauses (a) and
(b) above.  “Subsidiary Guarantor
Indebtedness” shall not be construed to include (x) trade payables or
credit on open account to trade creditors incurred in the ordinary course of
business or (y) obligations or liabilities incurred in connection with the
sale, transfer or other disposition of property in connection with the
securitization or other asset-based financing thereof; provided, however,
that any such sale, transfer or other disposition shall be for valid
consideration and shall not be to prefer directly or indirectly any holder of
any other obligation or Indebtedness of such Person as to any such other
obligation or Subsidiary Guarantor Indebtedness that was already outstanding
and did not previously benefit from a Subsidiary Guarantor Lien.


 


“Subsidiary Guarantor Lien” means, with respect
to any asset, any pledge, mortgage, charge, encumbrance or security interest in
respect of such assets; provided that any transaction (including,
without limitation, any sale of accounts


 


3





















 


receivable)
which is treated as a sale of assets under GAAP shall be so treated and any
asset which is so sold shall not be deemed subject to a Subsidiary Guarantor
Lien.  A contractual grant of a right of
set-off does not create a Subsidiary Guarantor Lien in the absence of an
agreement to maintain a balance against which such right may be exercised.


 


“Subsidiary Guarantor Payment Blockage Period”
has the meaning specified in Section 9.4 of the First Supplemental
Indenture.


 


“Subsidiary Guarantor Senior Indebtedness”
means the principal of, interest on and other amounts due on Subsidiary
Guarantor Indebtedness, whether outstanding on the date of the Third
Supplemental Indenture or thereafter created, incurred, assumed or guaranteed
by the Subsidiary Guarantor, unless, in the instrument creating or evidencing
or pursuant to which Subsidiary Guarantor Indebtedness is outstanding, it is expressly provided
that such Subsidiary Guarantor Indebtedness is not senior in right of payment
to the Notes.  Subsidiary Guarantor
Senior Indebtedness includes, with respect to the obligations described above,
interest accruing pursuant to the terms of such Subsidiary Guarantor Senior
Indebtedness on or after the filing of a petition in bankruptcy or for
reorganization relating to the Subsidiary Guarantor, whether or not post-filing
interest is allowed in such proceeding, at the rate specified in the instrument
governing the relevant obligation.  Notwithstanding
anything to the contrary in the foregoing, Subsidiary Guarantor Senior
Indebtedness shall not include: (a) Subsidiary Guarantor Indebtedness of
or amounts owed by the Subsidiary Guarantor for compensation to employees, or
for goods, services or materials purchased in the ordinary course of business; (b) Subsidiary
Guarantor Indebtedness of the Subsidiary Guarantor to a Subsidiary of the
Subsidiary Guarantor, or (c) any liability for federal, state or local or
other taxes owed or owing by the Subsidiary Guarantor.


 


“Subsidiary Guarantor Senior Nonmonetary Default”
has the meaning specified in Section 9.4 of the First Supplemental
Indenture.


 


“Subsidiary Guarantor Senior Payment Default”
has the meaning specified in Section 9.4 of the First Supplemental
Indenture.


 


“Subsidiary Guaranty” means the guarantee of
the Subsidiary Guarantor pursuant to Section 9.1 of the First Supplemental
Indenture.


 


ARTICLE 2

SUBSIDIARY GUARANTY OF NOTES


 


SECTION 2.1.
Subsidiary Guaranty of Notes. 
The First Supplemental Indenture is hereby amended to add the following
provisions as a new Article 9 to the First Supplemental Indenture to be
inserted immediately following Article 8 of the First Supplemental
Indenture.  Article 9 of the First
Supplemental Indenture shall apply to the Notes only.


 


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“ARTICLE 9


 


SUBORDINATED SUBSIDIARY GUARANTY OF NOTES


 


SECTION 9.1. 
Subsidiary Guaranty. 
Subject to the provisions of this Article 9, the Subsidiary
Guarantor hereby unconditionally guarantees, on a subordinated basis as set
forth more fully in this Article 9, to each holder of a Note authenticated
and delivered by the Trustee in accordance with this Indenture (i) the due
and punctual payment of the principal of, premium, if any, and interest
(including interest on other amounts which may accrue after the filing against
the Company of a petition under the United States Bankruptcy Code (the “Bankruptcy
Code”), whether or not the obligation to pay interest on such amounts shall be enforceable
against the Company) on such Note, when and as the same shall become due and
payable, whether at maturity, by acceleration or otherwise, the due and
punctual payment of interest on the overdue principal of, premium and interest,
if any, on such Note, to the extent lawful, and the due and punctual
performance of all other obligations of the Company to the holders or the
Trustee all in accordance with the terms of such Note and of this Indenture,
and (ii) in the case of any extension of time of payment or renewal of any
such Note or any of such other obligations, that the same will be promptly paid
in full when due or performed in accordance with the terms of the extension or
renewal, at stated maturity, by acceleration or otherwise.  A demand for payment under this Article 9
shall not be effective prior to forty-eight (48) hours after a demand upon the
Company for full and complete payment of all amounts due and payable under the
Notes, unless such demand upon the Company shall be stayed by operation of Section 362
of the Bankruptcy Code or otherwise.  In
all other respects, the Subsidiary Guarantor hereby agrees that its obligations
hereunder shall be absolute and unconditional, irrespective of, and shall be
unaffected by, any invalidity, irregularity or unenforceability of any such
Note or this Indenture, any failure to enforce the provisions of any such Note
or this Indenture, any waiver, modification or indulgence granted to the
Company with respect thereto, by the holder of such Note or the Trustee, or any
other circumstances which may otherwise constitute a legal or equitable
discharge of a surety or guarantor.  The
Subsidiary Guarantor hereby waives diligence, presentment, filing of claims
with a court in the event of merger or bankruptcy of the Company, any right to
require a proceeding first against the Company, the benefit of discussion,
protest or notice with respect to any such Note or the debt evidenced thereby
and all demands whatsoever (except as specified above), and covenants, that this
Subsidiary Guaranty will not be discharged as to any such Note except by
payment in full of the principal thereof, premium if any, and interest
thereon.  The Subsidiary Guarantor
further agrees that, as between the Subsidiary Guarantor, on the one hand, and
the Noteholder and the Trustee, on the other hand, (i) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article Five
of the Base Indenture for the purposes of this Subsidiary Guaranty
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby; provided
that notice of such acceleration has been given to the Subsidiary Guarantor by
the Trustee, and (ii) in the event of any declarations of acceleration of
such obligations as provided in Article 9 hereof, such obligations
(whether or not due and payable) shall forthwith become due and payable by the
Subsidiary Guarantor for the purpose of this Subsidiary Guaranty.


 


5





















 


The
Subsidiary Guarantor shall be subrogated to all rights of the holders of any
Notes against the Company in respect of any amounts paid to the Noteholder by
the Subsidiary Guarantor pursuant to the provisions of this Subsidiary
Guaranty; provided that the
Subsidiary Guarantor shall not be entitled to enforce, or to receive any
payments arising out of or based upon, such right of subrogation until the
principal of, premium, if any, and interest on all the Notes shall have been
paid in full and until all amounts payable under any Senior Indebtedness shall
have been paid in full.


 


SECTION 9.2.  Subordination Of Subsidiary Guaranty To
Subsidiary Guarantor Senior Indebtedness. 
The Subsidiary Guarantor, the Trustee and each Holder covenants and
agrees, that, to the extent and in the manner hereinafter set forth in this Article 9,
the obligations represented by the Subsidiary Guaranty and the payment by the
Subsidiary Guarantor of the principal of (and premium, if any) and interest on
each and all of the Notes are hereby expressly made subordinate and subject in
right of payment to the prior payment in full of all Subsidiary Guarantor
Senior Indebtedness.


 


This Article 9 shall constitute a continuing
offer to all persons who, in reliance upon such provisions, become holders of,
or continue to hold, Subsidiary Guarantor Senior Indebtedness, and such
provisions are made for the benefit of the holders of Subsidiary Guarantor
Senior Indebtedness, and such holders are made obligees hereunder and they and/or
each of them may enforce such provisions.


 


SECTION 9.3. 
Payment Over Of Proceeds Upon Dissolution, Etc.  In the event of any payment or distribution
of assets of the Subsidiary Guarantor for the benefit of creditors, marshaling
of assets or any bankruptcy, insolvency or similar proceedings of the
Subsidiary Guarantor (each such event herein sometimes referred to as a “Subsidiary
Guarantor Proceeding”), then except in connection with the consolidation or
merger of the Subsidiary Guarantor or its liquidation or dissolution following
the conveyance, transfer or lease of its properties and assets substantially as
an entirety, upon the terms and conditions described in Article Eight of
the Base Indenture, the holders of Subsidiary Guarantor Senior Indebtedness
shall first be entitled to receive payment in full of all amounts due or to
become due or in respect of such Subsidiary Guarantor Senior Indebtedness
before the Holders of any Note are entitled to receive any payment of principal
of, and premium, if any, or interest on the Notes or on account of the purchase
or redemption or other acquisition of Notes by the Subsidiary Guarantor (“Subsidiary
Guarantor Securities Payment”), and the holders of Subsidiary Guarantor Senior
Indebtedness shall be entitled to receive, for application to the payment
thereof, any payment or distribution of any kind or character, whether in cash,
property or securities which may be payable or deliverable in respect of the
Notes in any such Subsidiary Guarantor Proceeding.


 


In the event that, notwithstanding the foregoing
provisions of this Section 9.3, the Trustee or the Holder of any Note
shall have received any payment or distribution or assets of the Subsidiary
Guarantor of any kind or character, whether in cash, property or securities,
before all the Subsidiary Guarantor Senior Indebtedness is paid in full, then
such payment or distribution shall be held in trust for the holders of
Subsidiary Guarantor Senior Indebtedness and shall be paid over or delivered
forthwith to the trustee in


 


6





















 


bankruptcy
or other Person making payment or distribution of assets of the Subsidiary
Guarantor for application to the payment of all the Subsidiary Guarantor Senior
Indebtedness remaining unpaid, to the extent necessary to pay all the
Subsidiary Guarantor Senior Indebtedness in full, after giving effect to any
concurrent payment or distribution to or for the holders of the Subsidiary
Guarantor Senior Indebtedness.


 


For purposes of this Article 9 only, the words “any
payment or distribution of any kind of character” and “cash, property or
securities” shall not be deemed to include a payment or distribution of equity
or securities or other instruments of the Subsidiary Guarantor provided for by
a plan of reorganization or readjustment or of any other corporation provided
for by such plan of reorganization or readjustment that, in the case of
subordinated securities, are subordinated in right of payment to all then
outstanding Subsidiary Guarantor Senior Indebtedness to at least the same
extent as the Notes, as the case may be, are so subordinated as provided in
this Article 9.


 


SECTION 9.4. 
No Payment When Certain Subsidiary Guarantor Senior Indebtedness In
Default.  In the event that any
Subsidiary Guarantor Senior Payment Default (as defined below) shall have
occurred and be continuing, then no Subsidiary Guarantor Securities Payment
shall be made unless and until such Subsidiary Guarantor Senior Payment Default
shall have been cured or waived or shall have ceases to exist or all amounts
then due and payable in respect of the Subsidiary Guarantor Senior Indebtedness
or other obligations that are the subject of such Subsidiary Guarantor Senior
Payment Default shall be been paid in full. 
For purposes hereof, a “Subsidiary Guarantor Senior Payment Default”
shall be been deemed to have occurred if (1) the principal of (or premium,
if any), or interest or other amounts on, Subsidiary Guarantor Senior
Indebtedness is not paid when due and any applicable grace period with respect
to such default has ended and such default has not been cured or waived or
ceased to exist, (2) the maturity of any Subsidiary Guarantor Senior
Indebtedness has been accelerated because of a default.


 


In the event that any Subsidiary Guarantor Senior
Nonmonetary Default (as defined below) shall have occurred and be continuing,
then, upon the receipt by the Subsidiary Guarantor and the Trustee of written
notice of such Subsidiary Guarantor Senior Nonmonetary Default from an
authorized Person on behalf of any holder of Subsidiary Guarantor Designated
Senior Indebtedness, no Subsidiary Guarantor Securities Payment shall be made
during the period (the “Subsidiary Guarantor Payment Blockage Period”)
commencing on the date of receipt of such written notice (the “Subsidiary
Guarantor Blockage Notice”) and ending on the earliest of (i) the 180th
day after the date of such receipt of the Subsidiary Guarantor Blockage Notice,
(ii) the date, if any, on which the Subsidiary Guarantor Designated Senior
Indebtedness to which such default relates is discharged or such default is
waived or otherwise cured and (iii) the date, if any, on which such
Subsidiary Guarantor Payment Blockage Period shall have been terminated by
written notice to the Subsidiary Guarantor or the Trustee from the Person who
gave the Subsidiary Guarantor Blockage Notice. 
Not more than one Subsidiary Guarantor Blockage Notice may be given in
any consecutive 365-day period, irrespective of the number of Subsidiary
Guarantor Senior Nonmonetary Defaults which occur during such period.  No Subsidiary Guarantor Senior Nonmonetary
Default that


 


7





















 


existed
or was continuing on the date of commencement of any Subsidiary Guarantor
Payment Blockage Period with respect to the Subsidiary Guarantor Designated
Senior Indebtedness initiating such Subsidiary Guarantor Payment Blockage
Period shall be, or be made, the basis for the commencement of a subsequent
Subsidiary Guarantor Payment Blockage Period unless such Subsidiary Guarantor
Senior Nonmonetary Default shall have been cured or waived for a period of not
less than 90 consecutive days.  For
purposes hereof, “Subsidiary Guarantor Senior Nonmonetary Default” means the
occurrence or existence of any event, circumstance, condition or state of facts
that, by the terms of any instrument pursuant to which any Subsidiary Guarantor
Designated Senior Indebtedness is outstanding, permits one or more holders of
such Subsidiary Guarantor Designated Senior Indebtedness (or a trustee or agent
on behalf of the holders thereof) to declare such Subsidiary Guarantor
Designated Senior Indebtedness due and payable prior to the date on which it
would otherwise become due and payable, other than a Subsidiary Guarantor Senior
Payment Default.


 


In the event that, notwithstanding the foregoing, the
Subsidiary Guarantor shall make any payment to the Trustee or any Holder
prohibited by the foregoing provisions of this Section 9.4, such payment
shall be held in trust for the holders of Subsidiary Guarantor Senior
Indebtedness and shall be paid over and delivered forthwith to the holders of
Subsidiary Guarantor Senior Indebtedness remaining unpaid, to the extent
necessary to pay in full all the Subsidiary Guarantor Senior Indebtedness.


 


SECTION 9.5. 
Payment Permitted If No Default. 
Nothing contained in this Article 9 or elsewhere in this Indenture
or in the Notes shall, at any time except during the pendency of any Subsidiary
Guarantor Proceeding referred to in Section 9.3 or under the conditions
described in Section 9.3, prevent (a) the Subsidiary Guarantor from
making Subsidiary Guarantor Securities Payments, or (b) the application by
the Trustee of any money deposited with it hereunder to Subsidiary Guarantor
Securities Payments or the retention of such payment by the Holders in
compliance with the Indenture.


 


SECTION 9.6. 
Subrogation To Rights Of Holders Of Subsidiary Guarantor Senior
Indebtedness.  Subject to the payment
in full of all Subsidiary Guarantor Senior Indebtedness, the rights of the
Holders of the Notes shall be subrogated to the rights of the holders of such
Subsidiary Guarantor Senior Indebtedness to receive payments and distributions
of cash, property and securities applicable to the Subsidiary Guarantor Senior Indebtedness
until the principal of (and premium, if any) and interest on the Notes shall be
paid in full.  For purposes of such
subrogation, no payments or distributions to the holders of the Subsidiary
Guarantor Senior Indebtedness of any cash, property or securities to which the
Holders of the Notes or the Trustee would be entitled except for the provisions
of this Article 9 and no payments over pursuant to the provisions of this Article 9
to the holders of Subsidiary Guarantor Senior Indebtedness by Holders of the
Notes or the Trustee, shall, as among the Subsidiary Guarantor, its creditors
other than holders of Subsidiary Guarantor Senior Indebtedness and the Holders
of the Notes be deemed to be a payment or distribution of the Subsidiary
Guarantor to or on account of the Subsidiary Guarantor Senior
Indebtedness.  Neither the Holders or the
Notes nor the Trustee shall have any claim against the holders of the


 


8





















 


Subsidiary
Guarantor Senior Indebtedness for any impairment of the subrogation rights
herein granted arising out of any release of Subsidiary Guarantor Liens
securing the Subsidiary Guarantor Senior Indebtedness.


 


SECTION 9.7. 
Provisions Solely To Define Relative Rights. The provisions of
this Article 9 are and are intended solely for the purpose of defining the
relative rights of the Holders on the one hand and the holders of Subsidiary
Guarantor Senior Indebtedness on the other hand.  Nothing contained in this Article 9 or
elsewhere in this Indenture or in the Notes is intended to or shall (a) impair,
as among the Subsidiary Guarantor, its creditors other than holders of
Subsidiary Guarantor Senior Indebtedness and the Holders of the Notes, the
obligation of the Subsidiary Guarantor, which is absolute and unconditional
(and which, subject to the rights under this Article 9 of the holders of
Subsidiary Guarantor Senior Indebtedness, is intended to rank equally with all
other general obligations of the Subsidiary Guarantor) to pay to the Holders of
the Notes the principal of (and premium, if any) and interest on the Notes as
and when the same shall become due and payable in accordance with their terms;
or (b) affect the relative rights against the Subsidiary Guarantor of the
Holders of the Notes and creditors of the Subsidiary Guarantor other than the
holders of Subsidiary Guarantor Senior Indebtedness; or (c) prevent the
Trustee or the Holder of any Note from exercising all remedies otherwise
permitted and applicable by law upon default under this Indenture, subject to
the rights, if any, under this Article 9 of the holders of Subsidiary
Guarantor Senior Indebtedness to receive cash, property and securities
otherwise payable or deliverable to the Trustee or such Holders.  The holders of Subsidiary Guarantor Senior
Indebtedness shall be entitled to enforce the provisions of this Article 9
against the Company, the Holders of the Notes and the Trustee.


 


SECTION 9.8. 
Trustee To Effectuate Subordination.  Each Holder of a Note by his acceptance
thereof authorizes and directs the Trustee on his behalf to take such action as
may be necessary or appropriate to effectuate the subordination provided in
this Article 9 and appoints the Trustee his attorney-in-fact for any and
all such purposes.


 


SECTION 9.9. 
No Waiver Of Subordination Provisions.  No right of any present or future holder of
any Subsidiary Guarantor Senior Indebtedness to enforce subordination as herein
provided shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of the Subsidiary Guarantor or by any act or failure
to act, in good faith, by any such holder, or by any noncompliance by the
Subsidiary Guarantor with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof any such Holder may have or be
otherwise charged with.


 


Without in any way limiting the generality of the
foregoing paragraph, the holders of Subsidiary Guarantor Senior Indebtedness,
as the case may be, at any time from time to time, without the consent of or notice
to the Trustee of the Holders of the Notes, without incurring responsibility to
the Trustee or the Holders of the Notes and without impairing or releasing the
subordination provided in this Article 9 or the obligations hereunder of
the Holders of the Notes to the holders of Subsidiary


 


9





















 


Guarantor
Senior Indebtedness, as the case may be, do any one or more of the following: (i) change
the manner, place or terms of payment or extend the time of payment of, or
renew or alter Subsidiary Guarantor Senior Indebtedness, as the case may be, or
otherwise amend or supplement in any manner Subsidiary Guarantor Senior
Indebtedness, as the case may be, or any instrument evidencing the same or any
agreement under which Subsidiary Guarantor Senior Indebtedness, as the case may
be, is outstanding; (ii) sell, exchange, release or otherwise deal with
any property pledged, mortgaged or otherwise securing Subsidiary Guarantor
Senior Indebtedness; (iii) release any Person liable in any manner for the
collection of Subsidiary Guarantor Senior Indebtedness; and (iv) exercise
or refrain from exercising any rights against the Subsidiary Guarantor and
other Person.


 


SECTION 9.10. 
Limitation on Subsidiary Guarantor’s Liability.  The Subsidiary Guarantor and each Holder
hereby confirms that it is the intention of each such party that the Subsidiary
Guaranty by the Subsidiary Guarantor not constitute a fraudulent transfer or
conveyance for purposes of any federal or state law.  To effectuate the foregoing intention, the
Holders and the Subsidiary Guarantor hereby irrevocably agree that the
obligations of the Subsidiary Guarantor under the Subsidiary Guaranty shall be
limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of the Subsidiary Guarantor and to any
collections from or payments made by or on behalf of the Guarantor in respect
of the obligations of the Guarantor, result in the obligations of the
Subsidiary Guarantor under the Subsidiary Guaranty not constituting a
fraudulent conveyance transfer under federal or state law and not rendering the
Subsidiary Guarantor insolvent.


 


SECTION 9.11. 
Notice To Trustee.  The
Subsidiary Guarantor shall give prompt written notice to the Trustee of any
fact known to the Subsidiary Guarantor which would prohibit the making of any
payment to or by the Trustee in respect of the Notes and of any subsequent cure
or waiver thereof.  Notwithstanding the
provisions of this Article 9 or any other provision of this Indenture, the
Trustee shall not be charged with knowledge or the existence of any facts which
would prohibit the making of any payment to or by the Trustee in respect of the
Notes, unless and until the Trustee shall have received written notice thereof
from the Subsidiary Guarantor or a holder of the Subsidiary Guarantor Senior
Indebtedness or from any trustee or agent therefor, and prior to the receipt of
any such written notice, the Trustee, subject to the provisions of the Trust
Indenture Act, shall be entitled in all respect to assume that no such facts
exist.


 


Subject to the provisions of the Trust Indenture Act,
the Trustee shall be entitled to rely in good faith on the delivery to it of a
written notice by a Person representing himself to be a holder of Subsidiary
Guarantor Senior Indebtedness (or a trustee or agent therefor) to establish
that such notice has been given by a holder of Subsidiary Guarantor Senior
Indebtedness (or a trustee or agent therefor). 
In the event that the Trustee determines in good faith that further
evidence is required with respect to the right of any Person as a holder of
Subsidiary Guarantor Senior Indebtedness, as the case may be, to participate in
any payment or distribution pursuant to this Article 9, the Trustee may
request such Person to furnish evidence to the reasonable satisfaction of


 


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the
Trustee as to the amount of Subsidiary Guarantor Senior Indebtedness, as the
case may be, held by such Person, the extent of which is such Person is
entitled to participate in such payment or distribution and any other facts
pertinent to the rights of such Person under this Article 9, and if such
evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.


 


SECTION 9.12. 
Reliance On Judicial Order Or Certificate Of Liquidation Agent.  Upon any payment or distribution of assets of
the Subsidiary Guarantor referred to in this Article 9, the Trustee shall,
subject to the provisions of the Trust Indenture Act, and the Holders of the
Notes hall be entitled to rely upon any order or decree entered by any court of
competent jurisdiction in a Subsidiary Guarantor Proceeding, or a certificate
of the trustee in bankruptcy, receiver, liquidating trustee, custodian,
assignee for the benefit of creditors, agent or other Person making such
payment or distribution, delivered to the Trustee or to the Holders of Notes,
for the purpose of ascertaining the Persons entitled to participate in such
payment or distribution, the holders of the Subsidiary Guarantor Senior
Indebtedness and other indebtedness of the Subsidiary Guarantor, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article 9.


 


SECTION 9.13. 
Trustee Not Fiduciary For Holders Of Subsidiary Guarantor Senior
Indebtedness.  Except to the extent
of its obligations under the penultimate paragraph of Section 9.3 and the
last paragraph of Section 9.4, the Trustee shall not be deemed to owe any
fiduciary duty to the holders of Subsidiary Guarantor Senior Indebtedness and
shall not be liable to any such holders if it shall in good faith mistakenly
pay over or distribute to Holders of Notes or to the Subsidiary Guarantor or to
any other Person cash, property or securities to which any holders of
Subsidiary Guarantor Senior Indebtedness shall be entitled by virtue of this Article 9
or otherwise.  The Trustee’s duties with
respect to holders of Subsidiary Guarantor Senior Indebtedness are limited to
those specifically set forth in this Indenture, and no implied covenants or
obligations shall be construed by any provision hereof.


 


SECTION 9.14. 
Rights Of Trustee As Holder Of Subsidiary Guarantor Senior
Indebtedness; Preservation Of Trustee’s Rights.  The Trustee in its individual capacity shall
be entitled to all the rights set forth in this Article 9 with respect to
any Subsidiary Guarantor Senior Indebtedness which may at any time be held by
it, to the same extent as any other holder of Subsidiary Guarantor Senior
Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of
its rights as such holder.


 


SECTION 9.15. 
Applicability To Paying Agents. 
In case at any time any Paying Agent other than the Trustee shall be
been appointed by the Subsidiary Guarantor and be then acting hereunder, the
term “Trustee” as used in this Article 9 shall in such case (unless the
context otherwise requires) be construed as extending to and including such
Paying Agent within its meaning as fully for all intents and purposes as if
such Paying Agent were named in this Article 9 in addition to or in place
of the Trustee; provided, however, that this Section 9.15
shall not apply to the


 


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Subsidiary
Guarantor or any Affiliate of the Subsidiary Guarantor if it or such Affiliate
acts as Paying Agent.


 


SECTION 9.16. 
Defeasance Of This Article 9.  The subordination of the Notes provided by
this Article 9 is expressly made subject to the provisions for defeasance
or covenant defeasance in Article Twelve of the Base Indenture and,
anything herein to the contrary notwithstanding, upon the effectiveness of any
such defeasance or covenant defeasance, the Notes then outstanding shall
thereupon cease to be subordinated pursuant to this Article 9.


 


SECTION 9.17. 
Article 9 Not To Prevent Events Of Default.  The failure to make a payment on account of
principal of or interest or premium on the Notes by reason of any provision of
this Article 9 shall not be construed as preventing the occurrence of an
Event of Default with respect to the Notes. 
Nothing contained in this Article 9 shall limit the right of the
Trustee or the Holders of Notes, to take any action to accelerate the maturity
of the Notes pursuant to Section 502 of the Base Indenture or to pursue
any rights or remedies hereunder; provided that all Subsidiary Guarantor
Senior Indebtedness then or thereafter due or declared to be due shall first be
paid in full before such Holders or the Trustee are entitled to receive any
payment from the Subsidiary Guarantor of principal of or interest on the Notes.


 


SECTION 9.18. 
Execution of Subsidiary Guaranty. 
To evidence their
guaranty to the Noteholders specified in Section 9.1, the Subsidiary
Guarantor hereby agrees to execute the Subsidiary Guaranty in substantially the
form above recited to be endorsed on each Note authenticated and delivered by
the Trustee after the Effective Time or, in lieu thereof, stamp each such Note
with an appropriate notation on such Note. 
The Subsidiary Guarantor hereby agrees that its Subsidiary Guaranty set
forth in Section 9.1 shall remain in full force and effect notwithstanding
any failure to include such endorsement or notation of such Subsidiary Guaranty
on each Note.  If applicable, the
Subsidiary Guaranty shall be signed on behalf of the Subsidiary Guarantor by
its Chairman of the Board, President or a Vice President, prior to the
authentication of the Note on which it is endorsed, and the delivery of such
Note by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of the Subsidiary Guaranty on behalf of the Subsidiary
Guarantor.  Such signatures upon the Subsidiary
Guaranty may be manual or facsimile signatures of the present, past or any
future such officers and may be imprinted or otherwise reproduced on the
Subsidiary Guaranty, and in case any such officer who shall have signed the
Subsidiary Guaranty shall cease to be such officer before the Note on which
such Subsidiary Guaranty is endorsed shall have been authenticated and
delivered by the Trustee or disposed of by the Company, such Note nevertheless
may be authenticated and delivered or disposed of as though the person who
signed the Subsidiary Guaranty had not ceased to be such officer of the
Subsidiary Guarantor.


 


SECTION 9.19. 
Termination of Subsidiary Guaranty.  This Subsidiary Guaranty shall terminate
immediately upon the earliest of the date on which (1) there are no Notes
outstanding under the Indenture or (2) the provisions of Article Four
of the Base Indenture have been satisfied in full.


 


12





















 


SECTION 9.20.  
Release of Guarantors; Conduct for Business of Guarantors after
release of Subsidiary Guarantors.


 


(a)                      The
Subsidiary Guaranty by the Subsidiary Guarantor shall be automatically and
unconditionally released upon (i) the sale or other disposition of capital
stock of the Subsidiary Guarantor, if, as a result of such sale or disposition,
the Subsidiary Guarantor ceases to be a consolidated subsidiary of the
Guarantor under generally accepted accounting principles, or (ii) the
consolidation or merger of any the Subsidiary Guarantor with any Person other
than the Guarantor or a Subsidiary of the Guarantor, if, as a result of such
consolidation or merger, the Subsidiary Guarantor ceases to be a consolidated
subsidiary of the Guarantor under generally accepted accounting principles.




(b)                     The
releases and discharges set forth in this Section 9.20(a) shall be
effective by virtue of a sale, disposition, consolidation or merger, on the
date of consummation thereof.  At the
written request of the Guarantor delivered to the Trustee, together with an
Officers’ Certificate and Opinion of Counsel that such release is authorized
and proper and that all conditions precedent to such release have been
satisfied, the Trustee shall promptly execute and deliver appropriate
instruments in forms reasonably acceptable to the Guarantor evidencing or
implementing any releases and discharges pursuant to the forgoing
provisions.  If the Guarantor desires the
instruments evidencing or implementing any releases and discharges as set forth
above, such instruments may be made conditional upon the occurrence of the
events necessary to cause the effectiveness of such releases and discharges, as
specified in the first sentence of this Section 9.20(b).




(c)                      Notwithstanding
the foregoing provisions of this Article 9, the Subsidiary Guarantor, if
its Subsidiary Guaranty would otherwise be released pursuant to the provisions
of this Section 9.20, may elect, by written notice to the Trustee, to
maintain such Subsidiary Guaranty in effect notwithstanding the event or events
that otherwise would cause the release of such Subsidiary Guaranty (which
election to maintain such Subsidiary Guaranty in effect may be conditional or
for a limited period of time).


 


SECTION 9.21.   Securities and Exchange Commission
Reports.  The Subsidiary Guarantor
shall file with the Trustee, within 15 days after it files with the Securities
and Exchange Commission, copies of the quarterly and annual reports and the
information, documents and other reports (or copies or such portions of any of
the foregoing as the Securities and Exchange Commission may by rules and
regulations prescribe) that it is required to file with the Securities and
Exchange Commission pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934, as amended.  The Subsidiary Guarantor shall comply with
the other provisions of Section 314(a) of the TIA.


 


13





















 


ARTICLE 3

MISCELLANEOUS


 


SECTION 3.1.  Notices.  Any request, demand, authorization, notice, waiver, consent or communication shall be
in writing and delivered in person or mailed by first-class mail,
postage prepaid, addressed as follows or transmitted by facsimile transmission
(confirmed by guaranteed overnight courier) to the following facsimile numbers:


 


if to the Company:


 


	
  SCI
  Systems, Inc.

  
	
  2101 West Clinton
  Avenue

  
	
  Huntsville, Alabama
  35805

  
	
  Telephone No.: (256) 882-4800

  
	
  Facsimile No.: (256) 882-4466

  



 


with
a copy to:


 


	
  SCI
  Systems, Inc.

  
	
  2101 West Clinton
  Avenue

  
	
  Huntsville, Alabama
  35805

  
	
  Telephone No.: (256) 882-4800

  
	
  Facsimile No.: (256) 882-4466

  
	
  Attention: Corporate
  Counsel

  



 


if to Subsidiary
Guarantor:


 


	
  Sanmina-SCI USA, Inc.

  
	
  2700 North First Street

  
	
  San Jose, California
  95134

  
	
  Telephone No.: (408) 964-3500

  
	
  Facsimile No.: (408) 964-3636

  
	
  Attention: Walter
  Boileau

  



 


if to the Trustee:


 


	
  J.P. Morgan Trust
  Company, National Association

  
	
  227 West Monroe Street

  
	
  Suite 2600

  
	
  Chicago, Illinois 60606

  
	
  Telephone No.: (312) 267-5021

  
	
  Facsimile No.: (312) 267-5202

  
	
  Attention: Benita A.
  Vaughn, Worldwide Securities Services

  



 


The Company, Subsidiary
Guarantor or the Trustee by notice given to the other in the manner provided
above may designate additional or different addresses for subsequent notices or
communications.


 


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Any notice or communication
given to a Holder of the Notes shall be mailed to the Holder of the Notes, by
first-class mail, postage prepaid, at the Holder’s address as it appears on the
registration books of the Registrar and shall be sufficiently given if so
mailed within the time prescribed.


 


Failure to mail a notice or
communication to a Holder of the Notes or any defect in it shall not affect its
sufficiency with respect to other Holders of the Notes. If a notice or
communication is mailed in the manner provided above, it is duly given, whether
or not received by the addressee.


 


If the Company mails a notice or
communication to the Holders of the Notes, it shall mail a copy to the Trustee
and each Registrar, Paying Agent, Conversion Agent or co-registrar.


 


SECTION 3.2. Separability Clause.  In case any provision in this Third
Supplemental Indenture 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.


 


SECTION 3.3. 
GOVERNING LAW.  THIS THIRD
SUPPLEMENTAL INDENTURE, TOGETHER WITH THE BASE INDENTURE, THE FIRST
SUPPLEMENTAL INDENTURE AND THE SECOND SUPPLEMENTAL INDENTURE, SHALL BE GOVERNED
BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.


 


SECTION 3.4. 
No Recourse Against Others. 
A director, officer, employee or stockholder, as such, of the Company or
Subsidiary Guarantor shall not have any liability for any obligations of the
Company under the Notes or the Company and Subsidiary Guarantor under the
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Note, each Holder of the Notes
shall waive and release all such liability. 
The waiver and release shall be part of the consideration for the issue
of the Notes.


 


SECTION 3.5. 
Successors.  All agreements
of the Company and Subsidiary Guarantor in the Indenture and the Notes shall
bind their respective successor. All agreements of the Trustee in this
Indenture shall bind its successor.


 


SECTION 3.6.  Third Supplemental Indenture.  After the Effective Time, any Notes authenticated and delivered in
substitution for, or in lieu of, Notes then outstanding and all Notes presented
or delivered to the Trustee on and after the Effective Time for such purpose
shall be either restated to give the effect to the Third Supplemental Indenture
or, in lieu thereof, stamped with a notation substantially as follows:


 


The payment of principal of,
premium, if any, and interest on the Notes has been guaranteed by Sanmina-SCI
USA, Inc. on a subordinated basis as set forth in the Indenture.  The Indenture and a Supplemental Indenture No. 1,
each dated as of March 15, 2000, and a Supplemental Indenture No. 2,
dated as of December 6,


 


15





















 


2001, referred to in this Note have been amended by
a Supplemental Indenture No. 3, dated as of October 7, 2005 to
provide for such guarantee.  Reference is
hereby made to said Supplemental Indenture No. 3, copies of which are on
file with Sanmina-SCI USA, Inc. and SCI Systems, Inc., for a
statement of the amendment therein made.


 


Nothing contained in this Third Supplemental
Indenture shall require the holder of any Note to submit or exchange such Note
prior to the Effective Time in order to obtain the benefits of the Subsidiary
Guaranty or any other provisions hereunder.


 


The Company agrees to provide the Trustee with a
stamp or means of reproducing the above legend on the Notes without materially
obscuring the text of the Notes.


 


Anything
herein contained to the contrary notwithstanding, the Trustee shall not at any
time be under any responsibility to acquire or cause any Note now or hereafter
outstanding to be presented or delivered to it for any purpose provided for in
this Section 3.6.


 


SECTION 3.7. 
Multiple Originals.  The
parties may sign any number of copies of this Third Supplemental Indenture.
Each signed copy shall be an original, but all of them together represent the
same agreement. One signed copy is enough to prove this Third Supplemental
Indenture.


 


16





















 


IN
WITNESS WHEREOF, the undersigned, being duly authorized, have executed this
Third Supplemental Indenture on behalf of the respective parties hereto as of
the date first above written.


 


 


	
   

  	
  SCI
  SYSTEMS, INC., as Company

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/authorized
  signatory

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
  [SEAL]

  	
   

  
	
   

  	
   

  
	
   

  	
  SANMINA-SCI USA, INC., as Subsidiary

  Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  authorized signatory

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  
	
  [SEAL]

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  J.P.
  MORGAN TRUST COMPANY,

  
	
   

  	
  NATIONAL
  ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/
  Benita A. Vaughn

  
	
   

  	
   

  	
   

  	
  Name:
  Benita A. Vaughn

  
	
   

  	
   

  	
   

  	
  Title:
  Vice President

  
										



 


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