Exhibit 10.1


AMENDMENT NO. 4 TO
AMENDED AND RESTATED

CREDIT AND GUARANTY AGREEMENT


This Amendment No.
4 to Amended and Restated Credit and Guaranty Agreement (this “Amendment”), dated as of June 5,
2007, 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 Bank of
America, N.A., as Administrative Agent (the “Administrative
Agent”).


RECITALS


Reference is
hereby made to the Amended and Restated Credit and Guaranty Agreement, dated as
of December 16, 2005, entered into by and among the Company, certain
subsidiaries of the Company, as guarantors, the lenders from time to time party
thereto, Bank of America, N.A., as Initial Issuing Bank, Citicorp USA, Inc., as
Syndication Agent, The Bank of Nova Scotia, Deutsche Bank Trust Company
Americas and KeyBank National Association, as Co-Documentation Agents, Banc of
America Securities LLC and Citigroup Global Markets Inc., as Joint Book
Managers and Joint Lead Arrangers, the Administrative Agent and the Collateral
Agent, as amended by (i) that certain Amendment No. 1 to Amended and Restated
Credit and Guaranty Agreement, dated as of June 30, 2006,  (ii) that certain Amendment No. 2 and Waiver
to Amended and Restated Credit and Guaranty Agreement, dated as of October 13,
2006 and (iii) that certain Amendment No. 3 and Waiver to Amended and Restated
Credit and Guaranty Agreement , dated as of December 29, 2006 (as amended,
modified or supplemented from time to time, the 
“Credit Agreement”), that
certain Letter Waiver, dated as of August 10, 2006, entered into by and among
the parties to the Credit Agreement, as extended by the Letter Waiver
Extension, dated as of August 31, 2006, Amendment No. 2 and that certain Waiver
and Letter Extension No. 2, dated as of December 7, 2006 (collectively, the “Waiver”).


The Company has
requested that the Lenders agree to certain amendments to the Credit Agreement
as set forth herein and the Lenders have agreed to such request on the terms
and conditions set forth 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.     Amendments to Credit Agreement.  (a) 
Clause (xi) of the definition of “Asset Sale” set forth in Section 1.1
of the Credit Agreement is amended and restated in its entirety as follows:


“(xi) sales of Real Estate Facilities required as part
of Company’s Phase I, Phase II and Phase III restructuring or the restructuring
initiatives announced by Company in November 2006; provided
that at least 75% of the consideration for such sales of Real Estate Facilities
is in cash,”


(b)   The
definition of “Credit Party” set forth in Section 1.1 of the Credit Agreement
is amended by adding “other than Foreign Subsidiaries of the Company that are
party only to the Interco Subordination Agreement” at the end of the sentence
before the period.


(c)   The
definition of “EBITDA” set forth in Section 1.1 of the Credit Agreement is
amended by deleting the number “$165.0 million” in clause (vi) thereof and
replacing it with the number “$235.0 million”.


(d)   Section
1.1 of the Credit Agreement is amended by adding the following definition in
proper alphabetical order:


“Senior Notes”
means the Company’s senior unsecured notes, which may be issued in one or more
series, in an aggregate principal amount not to exceed $600.0 million, and any
registered notes with substantially identical terms issued in exchange for, and
as contemplated by, such senior unsecured notes.”


(e)   Section
6.1(t) of the Credit Agreement is amended and restated in its entirety to read
as follows:


“(t)          Indebtedness
with respect to the Senior Unsecured Credit Facility in a principal amount not
to exceed $750.0 million and the refinancing thereof evidenced by the Senior
Notes; provided, on a pro forma basis,
adjusting for such refinancing, the Unencumbered Cash and Available Credit must
be at least $500.0 million.”


(f)    Section
6.3(c) of the Credit Agreement is amended by inserting after the words “the
Senior Unsecured Credit Facility” the words “, the Senior Notes”.


(g)   Section
6.5(iv) of the Credit Agreement is amended by inserting after the words “the
Senior Unsecured Credit Facility” the words “, the Senior Notes”.


(h)   Section
6.7(a) of the Credit Agreement is deleted in full and replaced by the
following:


“(a) Fixed Charge Coverage Ratio.  Company shall not permit the Fixed Charge
Coverage Ratio as of the last day of any Fiscal Quarter ending on or after June
2007 to be less than 1.20:1.00.”


(i)    Section
6.7(b) of the Credit Agreement is amended by deleting the table therein and
replacing it with the following:



 2
 









 




	
  Fiscal Quarter Ending

  	
   

  	
  Ratio

  	
   

  
	
  December 2005

  	
   

  	
  5.00:1.00

  	
   

  
	
  April 2006

  	
   

  	
  5.00:1.00

  	
   

  
	
  July 2006

  	
   

  	
  4.75:1.00

  	
   

  
	
  September 2006

  	
   

  	
  4.75:1.00

  	
   

  
	
  December 2006

  	
   

  	
  5.25:1.00

  	
   

  
	
  March 2007

  	
   

  	
  5.25:1.00

  	
   

  
	
  June 2007

  	
   

  	
  5.75:1.00

  	
   

  
	
  September 2007

  	
   

  	
  5.75:1.00

  	
   

  
	
  December 2007

  	
   

  	
  5.75:1.00

  	
   

  
	
  March 2008

  	
   

  	
  5.50:1.00

  	
   

  
	
  June 2008

  	
   

  	
  5.50:1.00

  	
   

  
	
  September 2008

  	
   

  	
  5.50:1.00

  	
   

  






 


3.     Conditions Precedent.  This Amendment shall become effective upon
the satisfaction of each of the following conditions precedent (the date on
which such conditions are satisfied hereinafter the “Amendment Effective Date”):


(a)  
The Administrative Agent shall have received evidence that this Amendment has
been duly executed and delivered by the Company, the Guarantors 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.


(d)  
The Administrative Agent shall have received, for the benefit of each Lender
that has executed this Amendment on or before 12:00 noon (Charlotte time) on June
5, 2007, a fee from the Company in an amount equal to 0.15% of the Revolving
Credit Commitment of each such Lender which amount shall be distributed to each
such Lender no later than the Business Day immediately succeeding the Amendment
Effective Date.


4.     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



 3
 









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).


5.     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.


6.     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.


7.     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.


8.     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).


9.     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 a manually executed counterpart of this Amendment.


10.   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.


11.   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 (a) notwithstanding the effectiveness of this Amendment,
such Guarantor’s Guaranty shall remain in full force and effect without
modification thereto and (b) nothing herein shall in any way limit any of the
terms or provisions



 4
 









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 11. 
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]



 5














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:

  	
  VP and Treasurer

  



 


Signature Page to Sanmina Amendment No. 4











 


	
  

  	
  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.

  
	
  

  	
  SANMINA-SCI USA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  All By:

  	
  /s/ Walter Boileau

  
	
   

  	
   

  	
  Name:

  	
  Walter Boileau

  
	
   

  	
   

  	
  Title:

  	
  VP 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:

  	
  VP and Treasurer

  



 











 


 


	
  

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  

  	
  SCI TECHNOLOGY, INC.,

  
	
  

  	
  its Sole Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Walter Boileau

  
	
   

  	
   

  	
  Name:

  	
  Walter Boileau

  
	
   

  	
   

  	
  Title:

  	
  VP 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:

  	
  VP and 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:

  	
  VP and Treasurer

  



 











 


	
  

  	
  ADMINISTRATIVE AGENT
  AND LENDER:

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sugeet Manchanda Madan

  
	
   

  	
   

  	
  Name:

  	
  Sugeet Manchanda Madan

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
					



 











 


	
  

  	
  COLLATERAL AGENT:

  
	
   

  	
   

  
	
   

  	
  CITIBANK, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patricia Gallagher

  
	
   

  	
   

  	
  Name:

  	
  Patricia Gallagher

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 











 


	
  

  	
  LENDERS:

  
	
   

  	
   

  
	
   

  	
  CITICORP USA, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Avrum Spiegel

  
	
   

  	
   

  	
  Name:

  	
  Avrum Spiegel

  
	
   

  	
   

  	
  Title:

  	
  V.P.

  



 















	
  

  	
  THE BANK OF NOVA SCOTIA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark Sparrow

  
	
   

  	
   

  	
  Name:

  	
  Mark Sparrow

  
	
   

  	
   

  	
  Title:

  	
  Director

  



 











 


	
  

  	
  DEUTSCHE BANK TRUST COMPANY AMERICAS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul O’Leary

  
	
   

  	
   

  	
  Name:

  	
  Paul O’Leary

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Evelyn Thierry

  
	
   

  	
   

  	
  Name:

  	
  Evelyn Thierry

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 











 


	
  

  	
  KEYBANK NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Raed Y. Alfayoumi

  
	
   

  	
   

  	
  Name:

  	
  Raed Y. Alfayoumi

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 











 


	
  

  	
  SUNTRUST BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Lapres

  
	
   

  	
   

  	
  Name:

  	
  Michael Lapres

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  



 











 


	
  

  	
  WELLS FARGO BANK, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gavin S. Holles

  
	
   

  	
   

  	
  Name:

  	
  Gavin S. Holles

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 











 


	
  

  	
  U.S. BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Blake Malia

  
	
   

  	
   

  	
  Name:

  	
  Blake Malia

  
	
   

  	
   

  	
  Title:

  	
  Corporate Banking Officer