UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)
x		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 28, 2008

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number 0-21272

Sanmina-SCI Corporation

(Exact name of registrant as specified in its charter)

Delaware		77-0228183
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

2700 N. First St., San Jose, CA		95134
(Address of principal executive offices)		(Zip Code)

(408) 964-3500

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x	Accelerated filer o

Non-accelerated filer o	Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

As of July 30, 2008, there were 530,971,114 shares outstanding of the issuer’s common stock, $0.01 par value per share.

Table of Contents

SANMINA-SCI CORPORATION

INDEX

		Page

	PART I FINANCIAL INFORMATION

Item 1.	Interim Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	27
Item 4.	Controls and Procedures	29

	PART II OTHER INFORMATION

Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	32
Item 5.	Other Events	34
Item 6.	Exhibits	35
Signatures		37

Table of Contents

SANMINA-SCI CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

	As of
	June 28,		September 29,
	2008		2007
	(Unaudited)
	(In thousands)
ASSETS
Current assets:
Cash and cash equivalents	$	981,564	$	933,424
Accounts receivable, net of allowances of $5,828 and $4,044 at June 28, 2008 and September 29, 2007, respectively	1,183,602		1,218,375
Inventories	901,039		1,059,856
Prepaid expenses and other current assets	115,406		167,038
Assets held for sale (including assets related to discontinued operations)	94,560		36,764
Total current assets	3,276,171		3,415,457
Property, plant and equipment, net	611,172		609,394
Goodwill	510,067		510,669
Other	133,263		134,435
Total assets	$	4,530,673	$	4,669,955
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,364,867	$	1,450,705
Accrued liabilities	237,643		203,941
Accrued payroll and related benefits	142,781		142,436
Liabilities – discontinued operations	1,418		—
Total current liabilities	1,746,709		1,797,082
Long-term liabilities:
Long-term debt	1,480,304		1,588,072
Other	113,170		111,654
Total long-term liabilities	1,593,474		1,699,726
Commitments and contingencies (Note 9)
Stockholders’ equity	1,190,490		1,173,147
Total liabilities and stockholders’ equity	$	4,530,673	$	4,669,955

See accompanying notes.

Table of Contents

SANMINA-SCI CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended						Nine Months Ended
	June 28, 2008			June 30, 2007			June 28, 2008			June 30, 2007
	(Unaudited)
	(In thousands, except per share data)
Net sales	$	1,903,253		$	1,673,298		$	5,498,824		$	5,383,888
Cost of sales	1,763,612			1,578,243			5,105,609			5,033,751
Gross profit	139,641			95,055			393,215			350,137
Operating expenses:
Selling, general and administrative	77,425			87,351			245,839			267,758
Research and development	5,872			6,131			14,731			24,064
Restructuring costs	13,256			5,398			68,054			27,579
Amortization of intangible assets	1,650			1,690			4,950			4,951
Impairment of assets	1,700			—			1,700			—
Total operating expenses	99,903			100,570			335,274			324,352

Operating income (loss) from continuing operations	39,738			(5,515		)	57,941			25,785

Interest income	3,572			3,786			15,018			23,357
Interest expense	(29,961		)	(41,044		)	(96,935		)	(130,155		)
Other income, net	5,895			2,627			5,527			13,035
Interest and other expense, net	(20,494		)	(34,631		)	(76,390		)	(93,763		)

Income (loss) from continuing operations before income taxes	19,244			(40,146		)	(18,449		)	(67,978		)
Provision for income taxes	7,275			2,056			18,972			15,427
Net income (loss) from continuing operations	11,969			(42,202		)	(37,421		)	(83,405		)
Income from discontinued operations, net of tax	3,359			14,562			36,251			57,882
Net income (loss)	$	15,328		$	(27,640	)	$	(1,170	)	$	(25,523	)

Basic income (loss) per share from:
Continuing operations	$	0.02		$	(0.08	)	$	(0.07	)	$	(0.16	)
Discontinued operations	$	0.01		$	0.03		$	0.07		$	0.11
Net income (loss)	$	0.03		$	(0.05	)	$	0.00		$	(0.05	)

Diluted income (loss) per share from:
Continuing operations	$	0.02		$	(0.08	)	$	(0.07	)	$	(0.16	)
Discontinued operations	$	0.01		$	0.03		$	0.07		$	0.11
Net income (loss)	$	0.03		$	(0.05	)	$	0.00		$	(0.05	)

Weighted average shares used in computing per share amounts:
Basic	531,197			527,091			530,546			527,101
Diluted	531,323			527,091			530,546			527,101

See accompanying notes.

Table of Contents

SANMINA-SCI CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine Months Ended
	June 28, 2008			June 30, 2007
	(Unaudited)
	(In thousands)
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:
Net loss	$	(1,170	)	$	(25,523	)
Adjustments to reconcile net loss to cash provided by operating activities:
Depreciation and amortization	74,738			89,190
Non-cash restructuring costs	1,777			(3,868		)
Provision for doubtful accounts	2,807			636
Stock-based compensation expense	10,551			13,512
Gain on disposals of property, plant and equipment, net	(322		)	(8,419		)
Proceeds from sales of accounts receivable	844,274			1,535,539
Loss on extinguishment of debt	2,238			3,175
Other, net	(389		)	(404		)
Changes in operating assets and liabilities, net of acquisitions and divestitures:
Accounts receivable	(803,244		)	(1,307,630		)
Inventories	108,769			195,252
Prepaid expenses and other assets	20,475			(25,147		)
Accounts payable, accrued liabilities and other long-term liabilities	(62,986		)	(103,236		)
Cash provided by operating activities	197,518			363,077
CASH FLOWS USED IN INVESTING ACTIVITIES:
Purchases of short-term investments	(576		)	(3,259		)
Proceeds from maturities of short-term investments	13,289			5,112
Purchases of long-term investments	(150		)	(400		)
Proceeds from sales of long-term investments	4,904			1,097
Purchases of property, plant and equipment	(99,313		)	(54,346		)
Proceeds from sales of property, plant and equipment	27,879			34,405
Proceeds from sale of business	15,243			—
Cash paid for businesses acquired, net of cash acquired	(4,264		)	(4,217		)
Cash used in investing activities	(42,988		)	(21,608		)
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt, net of issuance costs	—			1,181,409
Repayment of debt	(120,000		)	(1,225,000		)
Cash provided by (used in) financing activities	(120,000		)	(43,591		)
Effect of exchange rate changes on cash and cash equivalents	13,610			(9,247		)
Increase in cash and cash equivalents	48,140			288,631
Cash and cash equivalents at beginning of period	933,424			491,829
Cash and cash equivalents at end of period	$	981,564		$	780,460

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	72,770		$	95,154
Income taxes (excludes refunds of $9.4 million and $6.7 million for the nine months ended June 28, 2008 and June 30, 2007, respectively)	$	25,283		$	35,314

See accompanying notes.

Table of Contents

SANMINA-SCI CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Basis of Presentation

The accompanying condensed consolidated financial statements of Sanmina-SCI Corporation (“Sanmina-SCI”, “we”, “our”, “us”, “the Company”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to those rules or regulations. The interim financial statements are unaudited, but reflect all normal recurring adjustments and non-recurring adjustments that are, in the opinion of management, necessary for a fair presentation.

The Company sold its personal computing and associated logistics business (“PC Business”) in two separate transactions, which were completed on June 2, 2008 and July 7, 2008 (subsequent to the end of the third quarter of fiscal year 2008). In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets” (SFAS No. 144), the Company’s PC Business has been presented as a discontinued operation in the condensed consolidated financial statements for all periods presented. See Note 12 for a discussion of Discontinued Operations and Assets Held for Sale. Unless noted otherwise, the following discussions in the notes to the consolidated financial statements pertain to continuing operations.

During the third quarter of fiscal year 2008, the Company completed an analysis of the useful life assumptions for certain machinery and equipment. As a result, the estimated useful lives of certain machinery and equipment were changed from five years to seven years to better align depreciation expense related to these assets with their expected future economic benefit. This change was effective as of the beginning of the third quarter of fiscal year 2008, at which time the machinery and equipment had a net book value of $61.4 million and an average remaining useful life of 34 months (prior to change in estimate). The impact of this change was immaterial to the Company’s results of operations for the third quarter of fiscal year 2008.

Results of operations for the nine months ended June 28, 2008 are not necessarily indicative of results that may be expected for the full fiscal year.

These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto for the year ended September 29, 2007, included in our 2007 Annual Report on Form 10-K.

The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates.

The condensed consolidated balance sheet as of September 29, 2007 reflects a reclassification of $36.8 million from prepaid expenses and other current assets to assets held for sale, relating to real estate that is actively being marketed for sale as a result of the Company’s restructuring activities. This reclassification was made to conform to the current period’s condensed consolidated balance sheet presentation.

Recent Accounting Pronouncements

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133”. SFAS No. 161 amends and expands the disclosure requirements of SFAS No. 133 with the intent to provide users of financial statements with an enhanced understanding of how and why an entity uses derivative instruments, how derivative instruments and the related hedged items are accounted for under SFAS No. 133 and its related interpretations, fair value disclosures and how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. SFAS No. 161 will be effective at the beginning of fiscal year 2009.

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business Combinations”. This statement defines the acquirer as the entity that obtains control of one or more businesses in the business combination, establishes the

Table of Contents

acquisition date as the date that the acquirer achieves control and requires the acquirer to recognize the assets acquired, liabilities assumed and any noncontrolling interest at their fair values as of the acquisition date. In addition, SFAS No. 141(R) requires capitalization of acquisition-related and restructure-related costs, remeasurement of earnout provisions at fair value, measurement of equity securities issued for purchase at the date of close of the transaction and capitalization of in-process research and development related intangibles. SFAS No. 141(R) is effective for the Company’s business combinations for which the acquisition date is on or after the beginning of fiscal year 2010.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities—Including an amendment of FASB Statement No. 115”. SFAS No. 159 is expected to expand the use of fair value accounting, but does not affect existing standards that require certain assets or liabilities to be carried at fair value. The objective of SFAS No. 159 is to improve financial reporting by providing companies with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. Under SFAS No. 159, a company may choose, at specified election dates, to measure eligible items at fair value and report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. SFAS No. 159 is effective at the beginning of fiscal year 2009. The Company is currently assessing the possible impact of SFAS No. 159 on its results of operations and financial position.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. SFAS No. 157 defines fair value, establishes a framework and gives guidance regarding the methods used for measuring fair value, and expands disclosures about fair value measurements. Certain provisions of SFAS No. 157 are effective at the beginning of fiscal year 2009 and other provisions are effective in fiscal year 2010. The Company is currently assessing the possible impact of SFAS No. 157 on its results of operations and financial position.

Table of Contents

Note 2. Stock-Based Compensation

Stock compensation expense was as follows:

	Three Months Ended				Nine Months Ended
	June 28, 2008		June 30, 2007		June 28, 2008		June 30, 2007
	(In thousands)				(In thousands)
Cost of sales	$	1,571	$	1,234	$	4,852	$	3,309
Selling, general & administrative	1,565		6,022		5,122		9,621
Research and development	50		100		227		296
Continuing operations	3,186		7,356		10,201		13,226
Discontinued operations	81		102		350		286
Total	$	3,267	$	7,458	$	10,551	$	13,512

	Three Months Ended				Nine Months Ended
	June 28, 2008		June 30, 2007		June 28, 2008		June 30, 2007
	(In thousands)				(In thousands)
Stock options	$	1,785	$	1,403	$	5,739	$	3,053
Restricted stock awards	53		4,014		110		7,245
Restricted stock units	1,348		1,939		4,352		2,928
Continuing operations	3,186		7,356		10,201		13,226
Discontinued operations	81		102		350		286
Total	$	3,267	$	7,458	$	10,551	$	13,512

At June 28, 2008, an aggregate of 64.2 million shares were authorized for future issuance under our stock plans, which includes stock options, employee stock purchase plan and restricted stock units and awards. A total of 4.6 million shares of common stock were available for grant under our stock plans as of June 28, 2008. Awards that expire or are cancelled without delivery of shares generally become available for issuance under the plans.

Stock Options

The Company’s stock option plans provide employees and directors the right to purchase common stock. The Company’s policy is that the grant price be equal to the fair market value of such shares on the grant date. The Company recognizes compensation expense for such awards over the vesting period. The contractual term of all options is ten years. For option grants made prior to fiscal year 2005, the Company recognizes compensation expense using the multiple option approach.

For option grants made subsequent to the adoption of SFAS No. 123R, the Company recognizes compensation expense ratably (straight-line) over the vesting period. The fair value of each option award is estimated on the date of grant using the Black-Scholes valuation model with the assumptions noted in the table below. The expected life of an option is estimated based primarily on observed historical exercise patterns. Expected volatility is estimated using an equally-weighted blend of historical volatility over the expected life of the options and implied volatilities from traded options on our stock having a life of more than six months. The risk-free interest rate is based on the implied yield on a U.S. Treasury zero-coupon issue with a remaining term equal to the expected life of the option. The dividend yield reflects the Company’s history and intention of not paying dividends.

Assumptions used to estimate the fair value of stock options granted were as follows:

	Three Months Ended				Nine Months Ended
	June 28, 2008		June 30, 2007		June 28, 2008		June 30, 2007
Volatility	62.8	%	49.3	%	60.3	%	53.1	%
Risk-free interest rate	2.80	%	4.75	%	3.19	%	4.67	%
Dividend yield	0	%	0	%	0	%	0	%
Expected life of options	5.0 years		5.0 years		5.0 years		5.3 years

Table of Contents

Stock option activity for the nine months ended June 28, 2008 was as follows:

	Number of Shares		Weighted- Average Exercise Price	Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value of In-The-Money Options
			($)	(Years)	($)
Outstanding, September 29, 2007	43,033,704		6.10	7.50	28,921
Granted	10,281,884		1.68
Exercised	—
Cancelled/Forfeited/Expired	(5,726,292	)	6.11
Outstanding, June 28, 2008	47,589,296		5.14	7.54	—
Vested and expected to vest, June 28, 2008	41,889,933		5.48	7.33	—
Exercisable, June 28, 2008	20,956,757		8.26	5.56	—

The weighted-average grant date fair value of stock options granted during the three and nine months ended June 28, 2008 was $0.89 and $0.90, respectively. The weighted-average grant date fair value of stock options granted during the three and nine months ended June 30, 2007 was $0.70 and $1.06, respectively. No stock options were exercised during any of these periods. The aggregate intrinsic value in the preceding table represents the total pre-tax intrinsic value of in-the-money options that would have been received by the option holders had all option holders exercised their options as of that date based on the Company’s closing stock price of $1.25. The Company’s closing stock price as of September 29, 2007 was $2.12.

As of June 28, 2008, there was $28.2 million of total unrecognized compensation expense related to stock options. This amount is expected to be recognized over a weighted average period of 4.11 years.

Restricted Stock Awards

The Company grants awards of restricted stock to executive officers, directors and certain management employees. These awards vest over periods ranging from one to four years. Compensation expense associated with these awards is measured using the Company’s closing stock price on the date of grant and is recognized ratably over the vesting period.

There were no restricted stock awards granted during the three and nine months ended June 28, 2008 or June 30, 2007. At June 28, 2008, the amount of unrecognized compensation expense related to restricted stock awards was not material.

Activity related to the Company’s non-vested restricted stock for the nine months ended June 28, 2008 was as follows:

	Number of Shares		Weighted Average Grant-Date Fair Value
			($)
Non-vested at September 29, 2007	2,686,561		10.54
Vested	(2,521,561	)	10.78
Forfeited	—
Non-vested at June 28, 2008	165,000		6.97

Restricted Stock Units

The Company issues restricted stock units to executive officers, directors and certain management employees. These awards vest over periods ranging from one to four years. The units are automatically exchanged for shares at each vesting date. Compensation expense associated with these awards is measured using the Company’s closing stock price on the date of grant and is recognized ratably over the vesting period.

There were 80,139 and 524,724 restricted stock units granted during the three and nine months ended June 28, 2008 with a weighted-average grant date fair value of $1.63 for both periods. There were 294,000 and 4,921,074 restricted stock units granted during the three and nine months ended June 30, 2007 with a weighted-average grant date fair value of $3.52 and $3.55, respectively. At June 28, 2008, unrecognized compensation expense related to restricted stock units was

Table of Contents

approximately $9.45 million. This amount is expected to be recognized over a weighted average period of 1.39 years. The number of shares granted, but unreleased, was approximately 5 million as of June 28, 2008.

Activity with respect to the Company’s non-vested restricted stock units for the nine months ended June 28, 2008 was as follows:

	Number of Shares		Weighted- Grant Date Fair Value	Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value
			($)	(Years)	($)
Non-vested restricted stock units at September 29, 2007	6,055,290		3.71	1.84	12,837,215
Granted	524,724		1.63
Vested	(1,205,881	)	1.64
Cancelled	(374,166	)	4.22
Non-vested restricted stock units at June 28, 2008	4,999,967		3.52	1.39	6,249,959
Non-vested restricted stock units expected to vest at June 28, 2008	4,079,975		3.54	1.39	5,099,968

Performance Restricted Stock Plan

In fiscal year 2006, the Company’s Compensation Committee approved the issuance of approximately 2.5 million performance restricted stock units at a weighted-average grant date fair value of $4.02 per unit to selected executives and other key employees. The units are automatically exchanged for vested shares when certain performance targets are met.

The Company did not recognize compensation expense for performance restricted stock units for the three and nine months ended June 28, 2008 and June 30, 2007 since the Company did not meet the prescribed performance levels. As of June 28, 2008, unrecognized compensation expense to be recognized over the remaining one-year vesting term, assuming performance targets are achieved, was approximately $1.1 million.

Note 3. Income Taxes

The provision for income taxes has been determined in accordance with FAS 109, “Accounting for Income Taxes” (FAS 109), Accounting Principles Board 28, “Interim Financial Reporting” (APB 28) and FASB Interpretation 18 “Accounting for Income Taxes in Interim Periods” (FIN 18). FAS 109 requires that the amount of income tax expense or benefit be allocated among continuing operations, discontinued operations, other comprehensive income, and items charged or credited directly to stockholders’ equity. The amount allocated to continuing operations is the tax effect of the pretax income or loss from continuing operations that occurred during the year, plus or minus income tax effects of changes in circumstances that cause a change in judgment about the realization of deferred tax assets in future years and changes in tax laws or rates. The provision for income tax expense was $7.3 million and $19.0 million for the three and nine months ended June 28, 2008, respectively, compared to $2.1 million and $15.4 million for the three and nine months ended June 30, 2007, respectively. Income tax expense was primarily attributable to the Company’s profitable operations since such taxable income cannot be offset by losses incurred in other tax jurisdictions and losses incurred in the United States and certain other foreign jurisdictions required a full valuation allowance on future tax benefits.

The Company adopted FIN 48, “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109” (FIN 48), on the first day of fiscal year 2008. The Company applies FIN 48 to each income tax position accounted for under SFAS No. 109, “Accounting for Income Taxes”, at each financial statement reporting date. This process involves the assessment of whether each income tax position is “more likely than not” of being sustained on audit, including resolution of related appeals or litigation process, if any. For each income tax position that meets the “more likely than not” recognition threshold, the Company then assesses the largest amount of tax benefit that is greater than 50% likely of being realized upon effective settlement with the tax authority.

There was no cumulative effect of adopting FIN 48. Upon adoption of FIN 48, the Company decreased income taxes payable by $18.8 million and increased long-term income tax liabilities by the same amount based on the Company’s expectation that no cash payments will be made within 12 months. Of this amount, $18.2 million would, if recognized, affect the Company’s effective tax rate.

Table of Contents

As of June 28, 2008, the Company had $22.1 million of gross unrecognized tax benefits, of which $21.3 million would, if recognized, affect the Company’s effective tax rate.

Consistent with years prior to the adoption of FIN 48, the Company’s accounting policy is to classify interest and penalties on unrecognized tax benefits as income tax expense. As of the date of adoption of FIN 48, the Company had $2.7 million accrued for the payment of interest and penalties relating to unrecognized tax benefits. The Company accrued $0.4 million and $1.2 million of interest expense related to income tax liabilities during the three and nine months ended June 28, 2008, respectively.

The Company files U.S. federal, U.S. state, and foreign tax returns. The Company is generally no longer subject to tax examinations for years prior to 2003 for U.S. federal and state purposes, and for years prior to 2001 in foreign countries.

The Company does not anticipate a significant change to the total amount of unrecognized tax benefits within the next 12 months.

Note 4. Inventories

Components of inventories were as follows:

	As of
	June 28, 2008		September 29, 2007
	(In thousands)
Raw materials	$	638,862	$	770,208
Work-in-process	136,305		146,675
Finished goods	125,872		142,973
Total	$	901,039	$	1,059,856

Inventories as of September 29, 2007 included $104.5 million related to the Company’s PC business. As of June 28, 2008, all inventories related to the PC business had either been sold or were classified as assets held for sale in the condensed consolidated balance sheet.

Note 5. Goodwill and Other Intangibles Assets

Goodwill was as follows:

	As of September 29, 2007		Goodwill Addition		Goodwill Adjustment			As of June 28, 2008
	(In thousands)
Electronic Manufacturing Services reporting unit	$	478,647	$	922	$	—		$	479,569
Discontinued operations	32,022		—		(1,524		)	30,498
Total	$	510,669	$	922	$	(1,524	)	$	510,067

The Company’s PC Business is being accounted for as a discontinued operation. See Note 12 for a discussion of Discontinued Operations.

Goodwill decreased from $510.7 million as of September 29, 2007 to $510.1 million as of June 28, 2008 due to a write-off of $1.5 million related to the sale of a portion of the Company’s PC Business, offset by $0.9 million in foreign currency translation adjustments. Goodwill related to discontinued operations will be reduced to zero upon completion of the sale of the PC Business in the fourth quarter of fiscal year 2008. The Company does not expect to recognize a significant gain or loss on the sale of its PC Business since the proceeds from sale are expected to approximate the sum of the net book value of assets being sold and the carrying amount of goodwill related to the PC Business.

Table of Contents

Other intangible assets are presented in “other” on the condensed consolidated balance sheets. Gross and net carrying values of other intangible assets were as follows:

	As of June 28, 2008										As of September 29, 2007
	Gross Carrying Amount		Impairment of Intangibles			Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Impairment of Intangibles			Accumulated Amortization			Net Carrying Amount
	(In thousands)
Other intangible assets	$	72,106	$	(7,928	)	$	(47,646	)	$	16,532	$	72,106	$	(7,928	)	$	(41,960	)	$	22,218

The decrease in other intangible assets from September 29, 2007 to June 28, 2008 was due to amortization. Intangible asset amortization expense was approximately $5.7 million for both the nine months ended June 28, 2008 and June 30, 2007 (including $0.7 million reported in cost of sales for both periods).

Estimated future annual amortization of other intangible assets as of June 28, 2008 was as follows:

Fiscal Years:	(In thousands)
2008 (remainder)	$	1,885
2009	4,992
2010	2,957
2011	2,866
2012	2,113
Thereafter	1,719
	$	16,532

Note 6. Comprehensive Income

SFAS No. 130, “Reporting Comprehensive Income”, establishes standards for the reporting of comprehensive income and its components. Comprehensive income includes certain items that are reflected in stockholders’ equity, but not included in results of operations.

Other comprehensive income, net of tax as applicable, for the three and nine months ended June 28, 2008 and June 30, 2007 was as follows:

	Three Months Ended					Nine Months Ended
	June 28, 2008		June 30, 2007			June 28, 2008			June 30, 2007
	(In thousands)
Net income (loss)	$	15,328	$	(27,640	)	$	(1,170	)	$	(25,523	)
Other comprehensive income (loss):
Foreign currency translation adjustments	3,075		3,413			18,037			8,402
Unrealized holding gains (losses) on derivative financial instruments	14,069		(2,503		)	(9,350		)	(2,519		)
Change in minimum pension liability	629		487			(832		)	513
Comprehensive income (loss)	$	33,101	$	(26,243	)	$	6,685		$	(19,127	)

Foreign currency translation adjustments were primarily attributable to a weakening of the U.S. Dollar against the Euro, Chinese Renminbi and other foreign currencies.

Net unrealized gains (losses) on derivative financial instruments were primarily related to interest rate swap agreements. These swap agreements are being accounted for as cash flow hedges; accordingly, changes in fair value are recorded in other comprehensive income and recognized in earnings when the hedged interest expense is recognized.

Accumulated other comprehensive income, net of tax as applicable, consisted of the following:

	As of
	June 28,			September 29,
	2008			2007
	(In thousands)
Foreign currency translation adjustments	$	92,000		$	73,963
Unrealized holding losses on derivative financial instruments	(20,726		)	(11,376		)
Unrecognized net actuarial loss and transition cost for pension plans	(2,359		)	(1,527		)
Total	$	68,915		$	61,060

Table of Contents

Note 7. Earnings Per Share

Basic earnings per share is calculated by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is calculated by dividing net income by the weighted average number of shares of common stock and dilutive potential common shares outstanding during the period.

Basic and diluted net income (loss) per share were calculated as follows:

	Three Months Ended					Nine Months Ended
	June 28, 2008		June 30, 2007			June 28, 2008			June 30, 2007
	(In thousands, except per share data)
Numerator:
Net income (loss) from continuing operations	$	11,969	$	(42,202	)	$	(37,421	)	$	(83,405	)
Income from discontinued operations, net of tax	3,359		14,562			36,251			57,882
Net income (loss)	$	15,328	$	(27,640	)	$	(1,170	)	$	(25,523	)

Denominator:
Weighted average number of shares
—basic	531,197		527,091			530,546			527,101
—diluted	531,323		527,091			530,546			527,101

Basic income (loss) per share from:
—Continuing operations	$	0.02	$	(0.08	)	$	(0.07	)	$	(0.16	)
—Discontinued operations	$	0.01	$	0.03		$	0.07		$	0.11
—Net income (loss)	$	0.03	$	(0.05	)	$	0.00		$	(0.05	)

Diluted income (loss) per share from:
—Continuing operations	$	0.02	$	(0.08	)	$	(0.07	)	$	(0.16	)
—Discontinued operations	$	0.01	$	0.03		$	0.07		$	0.11
—Net income (loss)	$	0.03	$	(0.05	)	$	0.00		$	(0.05	)

The following table presents weighted average potentially dilutive securities that were excluded from the above calculation of diluted net income per share since their inclusion would have an anti-dilutive effect:

	Three Months Ended		Nine Months Ended
	June 28, 2008	June 30, 2007	June 28, 2008	June 30, 2007
Dilutive securities:
Employee stock options	47,892,860	47,413,212	45,196,693	47,465,561
Restricted awards and units	3,497,591	8,702,286	4,577,421	6,887,965
Shares issuable upon conversion of 3% notes	—	—	—	7,759,796
Total anti-dilutive shares	51,390,451	56,115,498	49,774,114	62,113,322

In addition, for the nine months ended June 30, 2007, after-tax interest expense of $5.0 million related to the 3% Convertible Subordinated Notes and the related share equivalents of 7,759,796 were not included in the computation of diluted income per share because to do so would have been anti-dilutive.

Note 8. Debt

Long-term debt consisted of the following:

	As of
	June 28, 2008		September 29, 2007
	(In thousands)
$300 Million Senior Floating Rate Notes due 2010	$	180,000	$	300,000
$300 Million Senior Floating Rate Notes due 2014	300,000		300,000
8.125% Senior Subordinated Notes due 2016	600,000		600,000
6.75% Senior Subordinated Notes due 2013	400,000		400,000
Interest Rate Swaps	304		(11,928		)
Total long-term debt	$	1,480,304	$	1,588,072

Table of Contents

On December 18, 2007, the Company redeemed $120.0 million in aggregate principal amount of its Senior Floating Rate Notes (“2010 Notes”) at par. Upon redemption, holders of the 2010 Notes received $120.0 million, plus $0.08 million of accrued and unpaid interest. Unamortized finance fees of approximately $2.2 million were expensed upon redemption of the 2010 Notes.

The Company is subject to certain financial and other covenants that, among other things, limit the Company’s ability to incur additional debt, make investments, pay dividends, and sell certain assets. The Company was in compliance with its debt covenants as of June 28, 2008.

Note 9. Commitments and Contingencies

Litigation and other contingencies. From time to time, the Company is a party to litigation, claims and other contingencies, including environmental matters and examinations and investigations by government agencies, which arise in the ordinary course of business. The Company records a contingent liability when it is probable that a loss has been incurred and the amount of loss is reasonably estimable in accordance with SFAS No. 5, “Accounting for Contingencies” or other applicable accounting standards. As of June 28, 2008, the Company had reserves of approximately $41.5 million for these matters, which the Company believes is adequate. Such reserves are included in accrued liabilities on the condensed consolidated balance sheet.

As of June 28, 2008, the Company was in the process of remediating environmental contamination at one of its sites in the United States. The Company expects to incur costs of $10.5 million for assessment, testing, remediation and restoration of this site. Actual costs could differ from the amount estimated upon completion of this process. To date, $3.0 million of such costs have been incurred. The Company intends to sell this site upon completion of its remediation efforts for an amount that exceeds the net book value of the site and costs incurred in connection with the remediation activities described above. As such, these costs have been capitalized.

Warranty Reserve . The following tables present information with respect to the warranty reserve, which is included in accrued liabilities in the condensed consolidated balance sheets:

Balance as of							Balance as of
September 29,		Additions to		Accrual			June 28,
2007		Accrual		Utilized			2008
(In thousands)
$	23,094	$	17,094	$	(17,321	)	$	22,867

Balance as of							Balance as of
September 30,		Additions to		Accrual			June 30,
2006		Accrual		Utilized			2007
(In thousands)
$	16,442	$	19,532	$	(16,390	)	$	19,584

Sale-leaseback. During the first nine months of fiscal year 2008, the Company entered into a sale-leaseback transaction for certain fixed assets. In connection with the transaction, fixed assets were sold for $26.5 million and simultaneously leased back under an operating lease for a period of three years. The gain on sale was not significant and is being amortized to income over the lease term. Future minimum lease payments of $16.2 million are required during the lease term.

Note 10. Restructuring Costs

Costs associated with restructuring activities, other than those activities related to business combinations, are accounted for in accordance with SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities”, or SFAS No. 112, “Employers’ Accounting for Postemployment Benefits”, as applicable. Pursuant to SFAS No. 112, restructuring costs related to employee severance are recorded when probable and estimable based on the Company’s policy with respect to severance payments. For all other restructuring costs, a liability is recognized in accordance with SFAS No. 146 only when incurred. Costs associated with restructuring activities related to business combinations are accounted for in accordance with EITF 95-3, “Recognition of Liabilities in Connection with a Purchase Business Combination”.

During the first quarter of fiscal year 2007, the Company began the final phase of its multi-phase restructuring strategy. Due to the immateriality of the remaining accrual balances related to prior phases, all phases have been combined for disclosure purposes.

Table of Contents

Below is a summary of restructuring costs associated with facility closures and other consolidation efforts for the periods indicated:

	Employee			Leases and			Impairment
	Termination /			Facilities			of Fixed
	Severance and			Shutdown and			Assets or
	Related			Consolidation			Redundant Fixed
	Benefits			Costs			Assets
	Cash			Cash			Non-Cash			Total
	(In thousands)
Balance at September 30, 2006	$	21,349		$	9,804		$	—		$	31,153
Charges (recovery) to operations	35,168			11,195			(831		)	45,532
Charges recovered (utilized)	(47,872		)	(12,132		)	831			(59,173		)
Reversal of accrual	(2,505		)	(441		)	—			(2,946		)
Balance at September 29, 2007	6,140			8,426			—			14,566
Charges to operations	2,300			3,346			1,232			6,878
Charges utilized	(3,647		)	(4,281		)	(1,232		)	(9,160		)
Reversal of accrual	(99		)	—			—			(99		)
Balance at December 29, 2007	4,694			7,491			—			12,185
Charges to operations	41,512			5,903			678			48,093
Charges utilized	(3,879		)	(7,068		)	(678		)	(11,625		)
Reversal of accrual	(74		)	—			—			(74		)
Balance at March 29, 2008	42,253			6,326			—			48,579
Charges (recovery) to operations	10,401			3,531			(133		)	13,799
Charges recovered (utilized)	(21,483		)	(4,068		)	133			(25,418		)
Reversal of accrual	(169		)	(374		)	—			(543		)
Balance at June 28, 2008	$	31,002		$	5,415		$	—		$	36,417

During the three and nine months ended June 28, 2008, the Company recorded restructuring charges for employee termination benefits for approximately 900 terminated employees and 2,500 terminated employees, respectively. The Company expects to pay remaining facilities related restructuring liabilities of $5.4 million through 2010, and the majority of severance costs of $31.0 million through March 2009. Of these amounts, $34.9 million was included in accrued liabilities and $1.5 million was included in other long-term liabilities on the condensed consolidated balance sheet.

The recognition of restructuring charges requires the Company to make judgments and estimates regarding the nature, timing, and amount of costs associated with planned exit activities, including estimating potential sublease income and the fair values, less selling costs, of property, plant and equipment to be disposed of. The Company’s estimates of future liabilities may change, requiring it to record additional restructuring charges or reduce the amount of liabilities already recorded.

Note 11. Business Segment, Geographic and Customer Information

SFAS No. 131, “Disclosure about Segments of an Enterprise and Related Information”, establishes standards for reporting information about operating segments, products and services, geographic areas of operations and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available and is evaluated regularly by the chief operating decision maker or decision making group in deciding how to allocate resources and in assessing performance. As a result of the sale of its PC Business, the Company has only one reportable segment.

No customer represented more than 10% of net sales during the three or nine months ended June 28, 2008.

The following tables summarize financial information by geographic segment:

	Three Months Ended				Nine Months Ended
	June 28, 2008		June 30, 2007		June 28, 2008		June 30, 2007
	(In thousands)
Net sales:
Domestic	$	539,639	$	570,043	$	1,700,961	$	1,857,066
International	1,363,614		1,103,255		3,797,863		3,526,822
Total	$	1,903,253	$	1,673,298	$	5,498,824	$	5,383,888

Table of Contents

	Three Months Ended					Nine Months Ended
	June 28, 2008		June 30, 2007			June 28, 2008		June 30, 2007
	(In thousands)
Operating income (loss):
Domestic	$	6,888	$	(17,955	)	$	20,241	$	(19,330	)
International	32,850		12,440			37,700		45,115
Total	$	39,738	$	(5,515	)	$	57,941	$	25,785

Note 12. Discontinued Operations and Assets Held for Sale

The Company’s PC Business consisted of three customers, one of whom transitioned their business during the three months ended March 29, 2008 to a new third-party contract manufacturing provider as a result of the Company’s decision to exit the PC Business. The remaining portion of the Company’s PC Business was sold in two separate transactions, as described below.

Foxteq Transaction

On February 17, 2008, the Company entered into an Asset Purchase and Sale Agreement (“Purchase Agreement”) with Foxteq Holdings, Inc. (“Foxteq”), pursuant to which Foxteq agreed to purchase certain assets of the Company’s PC Business located in Hungary, Mexico and the United States for total consideration equal to the net book value of the assets being sold plus a specified premium. In addition, Foxteq agreed to pay the Company a contingent payment based on certain revenues generated during the 12 months following the closing date of the transaction.

The Purchase Agreement contains customary representations, warranties and covenants of each party, and indemnification provisions whereby each party agreed to indemnify the other, subject to certain limitations, for breaches of representations and warranties, breaches of covenants and other matters. In addition, subject to certain conditions, the Purchase Agreement provides that the Company will reimburse Foxteq for certain severance obligations relating to employees terminated by Foxteq within three months following the closing of the transaction or if Foxteq terminates certain other employees within twelve months following the closing of the transaction.

The Foxteq transaction was completed on July 7, 2008. Subject to final settlement based on actual net asset values as of that date, the Company expects final proceeds to be in the range of $70.0 million to $80.0 million. This estimated range is $10.0 million lower than the previous estimate as assets intended to be sold were utilized in the on-going business up to the time the sale transaction closed. The Company does not expect to recognize a significant gain or loss in connection with this transaction.

Lenovo Transaction

On April 25, 2008, the Company entered into an Asset Purchase Agreement (“Purchase Agreement”) with Lenovo (Singapore) Pte. Ltd. and Lenovo Centro Tecnologico, SdeRL de C.V. (“Lenovo”), pursuant to which Lenovo agreed to purchase certain assets and assume certain liabilities related to the Company’s PC Business located in Monterrey, Mexico.

The Purchase Agreement contains customary representations, and warranties, and indemnification provisions whereby each party agreed to indemnify the other for breaches of representations and warranties, breaches of covenants and other matters.

The Lenovo transaction was completed on June 2, 2008, at which time the Company received proceeds approximating the net book value of the assets sold and recorded an insignificant gain on the sale.

For both of these transactions, the Company or its assignor will provide certain transitional engineering, information technology and accounting services to the buyers for a period of approximately twelve months after the closing of the transactions.

Table of Contents

Financial results of the PC Business reported as a discontinued operation were as follows:

	Three Months Ended				Nine Months Ended
	June 28, 2008		June 30, 2007		June 28, 2008		June 30, 2007
	(In thousands)
Revenue	$	443,343	$	815,061	$	1,784,828	$	2,494,950

Income before taxes	$	3,929	$	17,413	$	40,736	$	59,341
Provision for income taxes	570		2,851		4,485		1,459
Net income	$	3,359	$	14,562	$	36,251	$	57,882

The provision for income taxes has been determined in accordance with FAS 109, “Accounting for Income Taxes” (FAS 109), Accounting Principles Board 28, “Interim Financial Reporting” (APB 28) and FASB Interpretation 18, “Accounting for Income Taxes in Interim Periods” (FIN 18). FAS 109 requires that the amount of income tax expense or benefit be allocated among continuing operations, discontinued operations, other comprehensive income, and items charged or credited directly to stockholders’ equity. The amount allocated to continuing operations is the tax effect of the pretax income or loss from continuing operations that occurred during the year, plus or minus income tax effects of changes in circumstances that cause a change in judgment about the realization of deferred tax assets in future years and changes in tax laws or rates. The portion of income tax expense or benefit that remains after allocation to continuing operations is then allocated to discontinued operations, other comprehensive income and items charged or credited directly to stockholders’ equity.

The Company sold only certain assets and liabilities of the PC Business. Assets of the PC Business that were sold to Foxteq subsequent to June 28, 2008 have been reflected as assets held for sale in the condensed consolidated balance sheet as of June 28, 2008. Liabilities to be assumed by Foxteq have been reflected as “liabilities – discontinued operations” in the condensed consolidated balance sheet as of June 28, 2008.

Additionally, the Company has other assets, primarily buildings, not related to its PC Business that are also classified as held for sale in the condensed consolidated balance sheet. Any gains or losses realized on sales of these assets, or write-downs of the assets to fair value less costs to sell, will be recorded as impairment of assets or restructuring costs in the condensed consolidated statement of operations.

As discussed above, the Company did not sell all assets and liabilities of its PC Business. The primary assets of the PC Business that were not sold were accounts receivable generated by the PC Business through the date of closing of the Foxteq and Lenovo transactions and buildings. The Company will continue to collect these receivables in the normal course of business. Goodwill associated with the PC Business will be included in the determination of the gain or loss on sale at the time the sales are completed, and will be allocated to each transaction based on the relative fair value of assets being sold in each transaction. With respect to other assets not being sold in conjunction with the sale of the PC Business, the Company will either utilize these assets in its continuing operations or seek other buyers for them. Additionally, accounts payable and other accrued liabilities not being sold will be settled by the Company in the normal course of business.

The table below presents information with respect to assets and liabilities associated with the Company’s PC Business.

As of June 28, 2008 (In thousands)	Continuing Operations		Held for Sale - PC Business		PC Business Related – not Held for Sale			Consolidated Total

ASSETS

Cash and cash equivalents	$	981,564	$	—	$	—		$	981,564
Accounts receivable, net	1,072,025		—		111,577		(A)	1,183,602
Inventories	901,039		49,134		—			950,173
Prepaid expenses and other current assets	107,342		2,229		8,064			117,635
Assets held for sale	30,407		—		7,881		(B)	38,288
Property, plant and equipment, net	602,362		4,909		8,810			616,081
Goodwill	479,569		—		30,498			510,067
Other	133,145		—		118			133,263
Total assets	$	4,307,453	$	56,272	$	166,948		$	4,530,673

LIABILITIES
Current liabilities:
Accounts payable	$	948,015	$	—	$	416,852		$	1,364,867
Accrued liabilities	226,900		—		10,743			237,643
Accrued payroll and related benefits	142,781		1,418		—			144,199
Total current liabilities	$	1,317,696	$	1,418	$	427,595		$	1,746,709

(A):	Represents gross accounts receivable of $390.7 million, less accounts receivable sold of approximately $279.1 million. Historically, the Company has sold accounts receivable related to its PC Business as part of its management of working capital. In the third quarter of fiscal year 2008, the Company entered into a new accounts receivable sales program that provides for sales of accounts receivable from customers of the Company’s continuing operations.

(B):	Primarily real estate that is held for sale, but is not being sold to Foxteq.

Table of Contents

Note 13. Sales of Accounts Receivable

On June 26, 2008, the Company entered into a two year revolving trade receivables purchase agreement with a financial institution on similar terms and conditions as the Company’s existing agreement. This new agreement allows the Company to sell accounts receivable from its continuing operations, subject to certain conditions. The maximum face amount of accounts receivable that may be outstanding at any time under this agreement is $250 million.

Note 14. Subsequent Event

The par value per share of the common stock will remain unchanged at $0.01 per share after the reverse stock split. As a result, on the effective date of the reverse split, the stated capital on the Company’s consolidated balance sheet attributable to common stock will be reduced and the additional paid-in capital account will be increased by the amount by which the stated capital is reduced. Per share net income or loss will be increased because there will be fewer shares of the Company’s common stock outstanding. The Company does not anticipate that any other accounting consequences, including changes to the amount of stock-based compensation expense to be recognized in any period, will arise as a result of the reverse stock split. Additionally, employee and director share and option grants will be adjusted proportionately as will the strike prices on all stock option grants.

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements relate to our expectations for future events and time periods. All statements other than statements of historical fact are statements that could be deemed to be forward-looking statements, including our expectations concerning trends in future revenues and results of operations, gross margin, operating margin, expenses, earnings or losses from operations, the adequacy of our sources of liquidity and future restructuring charges; our expectations concerning the amount of final proceeds from the Foxteq transaction; any statements regarding future economic conditions or performance; any statements regarding pending litigation, investigations, claims or disputes; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Generally, the words “anticipate”, “believe”, “plan”, “expect”, “future”, “intend”, “may”, “will”, “should”, “estimate”, “predict”, “potential”, “continue” and similar expressions identify forward-looking statements. These forward-looking statements are subject to risks and uncertainties, including without limitation, those discussed in this section, those contained in Part II, Item 1A, “Risk Factors” of this report on Form 10-Q and those contained in Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Risk Factors Affecting Operating Results” in our Quarterly Reports on Form 10-Q for the fiscal quarters ended December 29, 2007 and March 29, 2008. We undertake no obligation to publicly disclose any revisions to these forward-looking statements to reflect events or circumstances occurring subsequent to filing this report with the Securities and Exchange Commission (“SEC”).

Overview

We are a leading independent global provider of customized, integrated electronics manufacturing services, or EMS. Our revenue is generated from sales of services primarily to original equipment manufacturers, or OEMs, in the communications, enterprise computing and storage, multimedia, industrial and semiconductor capital equipment, defense and aerospace, medical and automotive industries.

We recently exited our PC and associated logistics services business (“PC Business”). Our PC Business consisted of three customers, one of whom transitioned its business during the three months ended March 29, 2008 to a new third-party contract manufacturing provider as a result of our decision to exit the PC Business. The remaining portion of our PC Business was sold in two separate transactions, one of which closed on June 2, 2008 and the other of which closed on July 7, 2008.

We have reflected our PC Business as a discontinued operation in the condensed consolidated financial statements for all periods presented. We do not expect to recognize a significant gain or loss in connection with the sale of our PC Business. The remaining assets and liabilities of the portion of the PC Business sold on July 7, 2008 have been presented as held for sale in the condensed consolidated balance sheets as of June 28, 2008. The sale of our PC Business will materially reduce our future net sales, operating income and cash flows. See Note 12 of the notes to condensed consolidated financial statements for further information regarding the PC Business and assets held for sale.

Unless noted otherwise, all references to our operating results contained in this section pertain only to our continuing operations.

A relatively small number of customers have historically generated a significant portion of our net sales. Sales to our ten largest customers represented 48.5% and 48.3% of our net sales for the three and nine months ended June 28, 2008, respectively. No customer represented 10% or more of our net sales during the three or nine months ended June 28, 2008. Sales to our ten largest customers represented 47.1% and 48.5% of our net sales for the three and nine months ended June 30, 2007, respectively, and no customer represented 10% or more of our net sales during either of those periods.

In recent periods, we have generated a significant portion of our net sales from international operations. Net sales from international operations during the three months ended June 28, 2008 and June 30, 2007 were 71.6% and 65.9%, respectively, of total net sales. During the nine months ended June 28, 2008 and June 30, 2007, 69.1% and 65.5%, respectively, of our total net sales were derived from non-U.S. operations. The concentration of international operations has resulted from a desire on the part of many of our customers to source production in lower cost locations such as Asia, Latin America and Eastern Europe.

Historically, we have had substantial recurring sales to existing customers. We have also expanded our customer base through acquisitions. We typically enter into supply agreements with our major OEM customers. These agreements generally have terms ranging from three to five years and cover the manufacture of a range of products. Under these agreements, a customer typically agrees to purchase its requirements for particular products in particular geographic areas

Table of Contents

from us. These agreements generally do not obligate the customer to purchase minimum quantities of products.

We have experienced fluctuations in gross margins and in our results of operations in the past and may continue to experience such fluctuations in the future. Fluctuations in our gross margins may be caused by a number of factors, including pricing, changes in product mix, foreign currency exchange rate changes, competitive pressures, transition of manufacturing to lower cost locations, operational efficiency and overall business levels.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. We review the accounting policies used in reporting our financial results on a regular basis. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, net sales and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate the process used to develop estimates for certain reserves and contingent liabilities, including those related to product returns, accounts receivable, inventories, investments, intangible assets, income taxes, warranty obligations, restructuring, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that we believe are reasonable for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. However, should any of these estimates prove to be incorrect, our future results of operations could be materially and adversely affected.

We adopted FASB Interpretation 48 , “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109” (FIN 48), at the beginning of fiscal year 2008. FIN 48 involves an assessment of whether each of a company’s income tax positions is “more likely than not” of being sustained upon audit based on its technical merits. For each income tax position that meets the “more likely than not” threshold, a company then assesses the largest amount of tax that is greater than 50% likely of being realized upon effective settlement with the taxing authority. Upon adoption of FIN 48, we decreased current income taxes payable by $18.8 million and increased long-term income tax liabilities by the same amount, as cash payments of such amounts are not expected to be made within 12 months.

A complete description of our critical accounting policies and estimates is contained in our 2007 Annual Report on
Form 10-K filed with the SEC on November 28, 2007.

Table of Contents

Summary Results of Operations

The following table presents items in the condensed consolidated statement of operations as a percentage of net sales. The table and the discussion below should be read in conjunction with the condensed consolidated financial statements and the notes thereto, which appear elsewhere in this report.

	Three Months Ended				Nine Months Ended
	June 28, 2008		June 30, 2007		June 28, 2008		June 30, 2007
Net sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales	92.7		94.3		92.8		93.5
Gross margin	7.3		5.7		7.2		6.5
Operating expenses:
Selling, general and administrative	4.1		5.2		4.5		5.0
Research and development	0.3		0.4		0.3		0.4
Restructuring costs	0.6		0.3		1.2		0.5
Amortization of intangible assets	0.1		0.1		0.1		0.1
Impairment of assets	0.1		—		0.0		—
Total operating expenses	5.2		6.0		6.1		6.0
Operating income (loss) from continuing operations	2.1		(0.3	)	1.1		0.5
Interest income	0.2		0.2		0.3		0.4
Interest expense	(1.6	)	(2.4	)	(1.8	)	(2.4	)
Other income, net	0.3		0.1		0.1		0.2
Interest and other expense, net	(1.1	)	(2.1	)	(1.4	)	(1.8	)
Income (loss) from continuing operations before income taxes	1.0		(2.4	)	(0.3	)	(1.3	)
Provision for income taxes	0.4		0.1		0.4		0.2
Net income (loss) from continuing operations	0.6		(2.5	)	(0.7	)	(1.5	)
Income from discontinued operations, net of tax	0.2		0.8		0.7		1.0
Net income (loss)	0.8	%	(1.7	)%	0.0	%	(0.5	)%

Key operating results were as follows:

	Three Months Ended					Nine Months Ended
	June 28, 2008		June 30, 2007			June 28, 2008			June 30, 2007
	(In thousands)
Net sales	$	1,903,253	$	1,673,298		$	5,498,824		$	5,383,888
Gross profit	$	139,641	$	95,055		$	393,215		$	350,137
Operating income (loss) from continuing operations	$	39,738	$	(5,515	)	$	57,941		$	25,785
Net income (loss) from continuing operations	$	11,969	$	(42,202	)	$	(37,421	)	$	(83,405	)
Income from discontinued operations, net of tax	$	3,359	$	14,562		$	36,251		$	57,882
Net income (loss)	$	15,328	$	(27,640	)	$	(1,170	)	$	(25,523	)

Net income (loss) from continuing operations includes restructuring costs of $13.3 million and $5.4 million for the three months ended June 28, 2008 and June 30, 2007, respectively, and $68.1 million and $27.6 million for the nine months ended June 28, 2008 and June 30, 2007, respectively.

Key performance measures

Certain key performance measures that we utilize to assess working capital management were as follows:

	Three Months Ended
	June 28, 2008	March 29, 2008	December 29, 2007
Days sales outstanding(1)	51	51	53
Inventory turns(2)	7.8	7.1	6.7
Accounts payable days(3)	49	51	57
Cash cycle days(4)	48	51	50

Table of Contents

The key performance measures in the above table were calculated using sales, cost of sales, accounts receivable, net; inventories and accounts payable relating only to our continuing operations (see Note 12). We believe this method of calculation is appropriate since it excludes the impact of discontinued operations and provides a more meaningful measure of our continuing operations.

(1)	Days sales outstanding, or DSO, is calculated as the ratio of ending accounts receivable, net, to average daily net sales for the quarter.

(2)	Inventory turns (annualized) are calculated as the ratio of four times our cost of sales for the quarter to inventory at period end.

(3)	Accounts payable days are calculated as the ratio of 365 days divided by accounts payable turns, in which accounts payable turns is calculated as the ratio of four times our cost of sales for the quarter to accounts payable at period end.

(4)	Cash cycle days are calculated as the ratio of 365 days to inventory turns, plus days sales outstanding minus accounts payable days.

Results of Operations

Net Sales

Net sales for the three months ended June 28, 2008 increased by 13.7% to $1.90 billion, from $1.67 billion for the three months ended June 30, 2007. The increase was primarily related to stronger demand from customers in our communications and multi-media end-markets, which increased by $156.8 million and $65.0 million, respectively.

Net sales for the nine months ended June 28, 2008 increased by 2.1% to $5.50 billion, from $5.38 billion for the nine months ended June 30, 2007. The increase was primarily related to stronger demand from customers in our communications and defense and aerospace end-markets, which increased by $142.3 million and $105.4 million, respectively. This increase was partially offset by reduced demand of approximately $114.9 million from our high-end computing end-market.

Gross Margin

Gross margin increased from 5.7% for the three months ended June 30, 2007 to 7.3% for the three months ended June 28, 2008, and from 6.5% for the nine months ended June 30, 2007 to 7.2% for the nine months ended June 28, 2008. The increase for the three months ended June 28, 2008 was due primarily to improved operational efficiencies in our enclosures business, consolidation of capacity within our printed circuit board fabrication business and favorable changes in product mix to more proprietary products within our memory modules and defense and aerospace businesses. The increase in gross margin for the nine months ended June 28, 2008 was due primarily to higher margins in our defense and aerospace business resulting from increased demand and favorable changes in product mix to more proprietary products and in our printed circuit board fabrication business resulting from the consolidation of capacity and greater efficiencies. These increases were partially offset by reduced margins in the remainder of our technology components group due to lower volume and reduced margins from the remaining EMS divisions due to start-up costs for new factories in low cost regions and costs associated with transitioning production between factories. We expect gross margins to continue to fluctuate in the future based on overall production and shipment volumes and changes in the mix of products purchased by our customers.

Operating Expenses

Selling, general and administrative

Selling, general and administrative expenses decreased approximately $10.0 million, from $87.4 million, or 5.2% of net sales, for the three months ended June 30, 2007, to $77.4 million, or 4.1% of net sales, for the three months ended June 28, 2008. The decrease was primarily attributable to a reduction in stock-based compensation expense of $4.5 million, reduced personnel-related costs of $4.3 million due to headcount reductions in various functions and a reduction of $1.7 million for information technology infrastructure and related spending. For the nine months ended June 28, 2008, selling, general and administrative expenses decreased to $245.8 million, or 4.5% of net sales, from $267.8 million, or 5.0% of net sales, for the nine months ended June 30, 2007. The decrease was primarily attributable to reduced personnel-related costs of

Table of Contents

$9.1 million due to headcount reductions in various functions, a reduction of $4.5 million in stock-based compensation expense, a reduction of $4.0 million for information technology infrastructure and related spending, and reduced expenses of $3.1 million in connection with matters arising out of our stock option investigation and restatement.

Research and Development

Research and development expenses decreased approximately $0.2 million, from $6.1 million, or 0.4% of net sales, in the third quarter of fiscal year 2007, to $5.9 million, or 0.3% of net sales, in the third quarter of fiscal year 2008. For the nine months ended June 28, 2008, research and development expenses decreased to $14.7 million, or 0.3% of net sales, from $24.1 million, or 0.4% of net sales, for the nine months ended June 30, 2007. The decrease in absolute dollars for all periods was primarily a result of our decision to realign original design manufacturing activities to focus on joint development activities, partially offset by increased spending for our defense and aerospace business to support anticipated growth in this end-market.

Restructuring costs

In recent years, we have initiated restructuring plans in order to streamline our operations, reduce our cost structure, eliminate excess capacity, and relocate our operations to locations near our customers or to lower cost regions. These plans affected facilities across all services offered in our vertically integrated manufacturing organization. The majority of our restructuring charges were recorded as a result of plans related to facilities located in North America and Western Europe. In general, manufacturing activities at these plants were transferred to other facilities located in lower cost regions. Although we have implemented significant actions in connection with our restructuring activities, there are still actions we expect to take in order to complete our restructuring plans. We expect to record additional charges of approximately $10.0 million to $18.0 million related to these anticipated actions within the next six-to-twelve months.

During the first quarter of fiscal year 2007, we began the final phase of our multi-phase restructuring strategy. Due to the immateriality of the remaining accrual balances related to prior phases, all phases have been combined for disclosure purposes.

Below is a summary of restructuring costs associated with facility closures and other consolidation efforts for the periods indicated:

	Employee			Leases and			Impairment
	Termination /			Facilities			of Fixed
	Severance and			Shutdown and			Assets or
	Related			Consolidation			Redundant Fixed
	Benefits			Costs			Assets
	Cash			Cash			Non-Cash			Total
	(In thousands)
Balance at September 30, 2006	$	21,349		$	9,804		$	—		$	31,153
Charges (recovery) to operations	35,168			11,195			(831		)	45,532
Charges recovered (utilized)	(47,872		)	(12,132		)	831			(59,173		)
Reversal of accrual	(2,505		)	(441		)	—			(2,946		)
Balance at September 29, 2007	6,140			8,426			—			14,566
Charges to operations	2,300			3,346			1,232			6,878
Charges utilized	(3,647		)	(4,281		)	(1,232		)	(9,160		)
Reversal of accrual	(99		)	—			—			(99		)
Balance at December 29, 2007	4,694			7,491			—			12,185
Charges to operations	41,512			5,903			678			48,093
Charges utilized	(3,879		)	(7,068		)	(678		)	(11,625		)
Reversal of accrual	(74		)	—			—			(74		)
Balance at March 29, 2008	42,253			6,326			—			48,579
Charges (recovery) to operations	10,401			3,531			(133		)	13,799
Charges recovered (utilized)	(21,483		)	(4,068		)	133			(25,418		)
Reversal of accrual	(169		)	(374		)	—			(543		)
Balance at June 28, 2008	$	31,002		$	5,415		$	—		$	36,417

During the three and nine months ended June 28, 2008, we recorded restructuring charges for employee termination benefits for approximately 900 terminated employees and 2,500 terminated employees, respectively. We expect to pay

Table of Contents

remaining facilities related restructuring liabilities of $5.4 million through 2010, and the majority of severance costs of $31.0 million through March 2009.

Restructuring costs of $36.4 million were accrued as of June 28, 2008, of which $34.9 million was included in accrued liabilities and $1.5 million was included in other long-term liabilities on the condensed consolidated balance sheet.

The recognition of restructuring charges requires us to make judgments and estimates regarding the nature, timing, and amount of costs associated with the planned exit activities, including estimating potential sublease income and the fair values, less selling costs, of property, plant and equipment to be disposed of. Our estimates of future liabilities may change, requiring us to record additional restructuring charges or reduce the amount of liabilities already recorded.

We plan to fund cash restructuring costs with cash flows generated by operating activities.

Interest Income and Expense

Interest income decreased from $3.8 million for the three months ended June 30, 2007 to $3.6 million for the three months ended June 28, 2008, and from $23.4 million for the nine months ended June 30, 2007 to $15.0 million for the nine months ended June 28, 2008. The decrease for the nine months ended June 28, 2008 was primarily attributable to lower interest rates on invested cash and the fact that we borrowed $600.0 million during the first quarter of fiscal year 2007 to fund the repayment of certain debt obligations that matured in the second quarter of fiscal year 2007. Of the amount borrowed, $532.9 million was distributed to a Trustee and held in an escrow account until repayment of the debt. We earned interest while the cash was held in escrow. This decrease was partially offset by increased interest income resulting from a higher average cash and cash equivalents balance during the first nine months of fiscal year 2008 compared to the first nine months of fiscal year 2007.

Interest expense decreased to $30.0 million for the three months ended June 28, 2008, from $41.0 million for the three months ended June 30, 2007, and from $130.2 million for the nine months ended June 30, 2007 to $96.9 million for the nine months ended June 28, 2008. The decrease for both periods was primarily attributable to the absence of interest expense in fiscal year 2008 on the $600 million unsecured term loan that was outstanding in the first quarter of fiscal year 2007 and repaid during the third quarter of fiscal year 2007, decreased weighted average borrowings against our revolving credit facility during fiscal year 2008, and lower interest rates during fiscal year 2008. These decreases were partially offset by higher interest expense incurred in fiscal year 2008 on the two $300 million senior floating rate notes issued during the third quarter of fiscal year 2007 (collectively, the “Senior Floating Rate Notes”). The decrease for the nine months ended June 28, 2008 was also attributable to the absence of interest expense in the first nine months of fiscal year 2008 on certain notes that were repaid during the second quarter of fiscal year 2007.

Other Income, net

Other income, net was $5.9 million and $2.6 million for the three months ended June 28, 2008 and June 30, 2007, respectively, and $5.5 million and $13.0 million for the nine months ended June 28, 2008 and June 30, 2007, respectively. The following table presents the major components of other income, net:

	Three Months Ended					Nine Months Ended
	June 28, 2008		June 30, 2007			June 28, 2008			June 30, 2007
	(In thousands)
Foreign exchange gains	$	3,561	$	1,755		$	6,692		$	3,923
Loss on extinguishment of debt	—		(3,175		)	(2,238		)	(3,175		)
Gain from fixed asset disposals	143		2,107			322			8,419
Other, net	2,191		1,940			751			3,868
Total	$	5,895	$	2,627		$	5,527		$	13,035

Foreign exchange gains resulted primarily from the effect of a weakening of the US dollar relative to other currencies on partially hedged non-US dollar denominated asset positions. We reduce our exposure to currency fluctuations through the use of foreign currency hedging instruments; however, hedges are established based on forecasts of foreign currency transactions. To the extent actual amounts differ from forecasted amounts, we will have exposure to currency fluctuations.

On June 12, 2007, we used the net proceeds of $588 million from the sale of the Senior Floating Rate Notes, together with cash on hand, to repay in full the principal amount and accrued interest on an unsecured term loan. In

Table of Contents

connection with this repayment, we recorded a loss on extinguishment of debt of approximately $3.2 million representing unamortized finance fees. During the first quarter of fiscal year 2008, we redeemed $120 million of our senior floating rate notes due in 2010 (the “2010 Notes”). In connection with this redemption, $2.2 million of deferred financing fees were expensed.

During the first quarter of fiscal year 2007, we sold a building that had previously been recorded as held for sale and realized a gain on sale of approximately $6.0 million. During the third quarter of fiscal year 2007, we recognized a $1.4 million gain from the disposal of a restructured facility that had previously been recorded as held for sale. We did not sell any such properties during the first nine months of fiscal year 2008.

During the third quarter of fiscal year 2008, we recognized a gain of $2.5 million in connection with contingent consideration related to a previous sale of our EMS business in Australia. This amount is included in other, net in the above table.

Provision for Income Taxes

We estimate our annual effective tax rate at the end of each quarterly period. Our estimate takes into account our expected annual pre-tax income (loss), the geographic mix of our pre-tax income (loss) and our interpretations of tax laws and possible outcomes of audits. To the extent there are fluctuations in any of these variables during a period, our provision for income taxes may vary. Our provision for income tax expense was $7.3 million and $19.0 million for the three and nine months ended June 28, 2008, respectively, compared to $2.1 million and $15.4 million for the three and nine months ended June 30, 2007, respectively. Income tax expense was primarily attributable to the Company’s profitable operations since such taxable income cannot be offset by losses incurred in other tax jurisdictions and losses incurred in the United States and certain other foreign jurisdictions required a full valuation allowance on future tax benefits.

Discontinued Operations

During the three months ended June 28, 2008, we completed the sale of certain assets of our PC Business to Lenovo and, on July 7, 2008, we completed the sale of the remaining portion of our PC Business to Foxteq. Accordingly, we have reflected our PC Business as a discontinued operation in the condensed consolidated financial statements for all periods presented. See Note 12 for further discussion and information regarding discontinued operations.

Table of Contents

Liquidity and Capital Resources

	Nine Months Ended
	June 28, 2008			June 30, 2007
	(Unaudited)
	(In thousands)
Net cash provided by (used in):
Operating activities	$	197,518		$	363,077
Investing activities	(42,988		)	(21,608		)
Financing activities	(120,000		)	(43,591		)
Effect of exchange rate changes on cash and cash equivalents	13,610			(9,247		)
Increase in cash and cash equivalents	$	48,140		$	288,631

Cash and cash equivalents were $981.6 million at June 28, 2008 and $933.4 million at September 29, 2007. Our cash levels vary during any given quarter depending on the timing of customer collections and supplier payments, the extent of sales of receivables, borrowings under our revolving credit agreement and other factors.

Net cash provided by operating activities was $197.5 million for the nine months ended June 28, 2008. This resulted primarily from net income, adjusted to exclude non-cash items such as depreciation and stock-based compensation expense, and a decrease in inventory, partially offset by a decrease in accounts payable and accrued liabilities. Working capital was $1.5 billion and $1.6 billion at June 30, 2008 and September 29, 2007, respectively.

Net cash used in investing activities was $43.0 million for the nine months ended, June 28, 2008. During this period, we made capital expenditures of $99.3 million and received proceeds from asset sales of $43.1 million and maturities of short-term investments of $13.3 million.

Net cash used in financing activities was $120.0 million for the nine months ended June 28, 2008. During this period, we redeemed $120.0 million in aggregate principal amount of our 2010 Notes at their face value, plus $0.08 million of accrued and unpaid interest.

Sales of Accounts Receivable. Certain of our subsidiaries have entered into agreements with a financial institution that permit them to sell specified accounts receivable. Accounts receivable sales were $292.3 million and $844.3 million for the three and nine months ended June 28, 2008, respectively. We have historically sold more receivables in the third month of our fiscal quarter, consistent with the higher shipments we typically experience during that month. Sold receivables are subject to certain limited recourse provisions. Accounts receivable sold have been removed from our condensed consolidated balance sheets and are reflected as cash provided by operating activities in the condensed consolidated statements of cash flows. Prior to the third quarter of fiscal year 2008, all accounts receivable sold through the agreements had been generated by our PC Business, which is being accounted for as a discontinued operation. During the third quarter of fiscal year 2008, we entered into a new agreement that permits us to sell certain foreign accounts receivable from our continuing operations, subject to certain conditions. We expect to fully transition our accounts receivable sales program to customers from continuing operations during the fourth quarter of fiscal year 2008. Although the amount of accounts receivable that may be sold can fluctuate from quarter to quarter, we expect to sell less accounts receivable under this new agreement.

Other Liquidity Matters. As part of our restructuring strategy, we sold our PC Business in two separate transactions. The first transaction was completed in the third quarter of fiscal year 2008, and the second transaction was completed on July 7, 2008. Subject to final settlement based on actual net asset values as of that date, we expect final proceeds for the second transaction to be in the range of $70.0 million to $80.0 million. Although we retained certain accounts receivable and accounts payable relating to the PC Business, these transactions will materially reduce our future net sales, our operating income and our cash flows.

Additionally, for a limited period of time after the sale, we or our assignee expect to provide transition services to the buyers in exchange for monetary consideration that will not be significant to our results of operations. We are also liable for breaches of representations and warranties, subject to certain limitations, and are required to reimburse the buyers for certain severance obligations that arise from terminations of employees of the PC Business that occur up to one year after closing. Although we have not incurred material liabilities pursuant to these provisions, there can be no assurance that we will not be required to make significant payments to the buyers in the future.

In the ordinary course of business, we are or may become party to legal proceedings, claims and other contingencies, including environmental matters and examinations and investigations by government agencies. As of June 28, 2008, the

Table of Contents

Company had reserves of approximately $41.5 million related to such matters. We may not be able to accurately predict the outcome of these matters or the amount or timing of cash flows that may be required to defend ourselves or to settle such matters. For further information regarding legal proceedings, see Part II, Item 1. Legal Proceedings.

We expect to incur approximately $10.0 million to $18.0 million of cash and non-cash charges in future periods in connection with our restructuring initiatives.

During the first quarter of fiscal year 2008, we redeemed $120.0 million in aggregate principal amount of our 2010 Notes. We will consider additional redemptions of our long-term debt obligations during the remainder of fiscal year 2008. We also entered into a sale leaseback agreement for certain fixed assets, and may enter into additional sale leaseback agreements in the future. We are required to make future minimum lease payments of approximately $16.2 million over the next three years in conjunction with the sale leaseback transaction entered into during the first quarter of fiscal year 2008.

Our liquidity needs are largely dependent on changes in our working capital, including the extension of trade credit by our suppliers, investments in manufacturing inventory, facilities and equipment, and repayments of obligations under outstanding indebtedness. Our primary sources of liquidity include cash of $981.6 million, our $500 million available revolving line of credit that continues through December 2008, accounts receivable sales programs and cash generated from operations.

We are subject to certain financial and other covenants that, among other things, limit our ability to incur additional debt, make investments, pay dividends, and sell assets. We were in compliance with our debt covenants as of June 28, 2008. However, we may be required to seek waivers or amendments to certain covenants for our debt instruments if we are unable to comply with the requirements of the covenants in the future. We may not be able to obtain such waivers or amendments on terms acceptable to the Company or at all, and, in such case, these covenants could materially adversely impact our ability to conduct our business or carry out our restructuring plans.

None of our debt matures prior to fiscal year 2010. We currently have a $500 million line of credit, under which we have had no borrowings during the past two fiscal quarters, which expires in December 2008. We are currently negotiating with prospective lenders for a new credit facility to replace this line of credit. Given the current illiquidity of the credit markets and other factors, we cannot provide assurance that we will be able to do so on acceptable terms or at all. In addition to our existing collateral and covenant requirements, future debt financing may require us to pledge assets as collateral and to comply with financial ratios and covenants. Equity financing, if required, may result in dilution to stockholders.

We believe our existing cash resources and other sources of liquidity, together with cash generated from operations, sales of strategic and other assets and sales of accounts receivable under our factoring arrangements will be sufficient to meet our working capital requirements for at least the next 12 months. Should demand for our products decrease over the next 12 months, the available cash provided by operations could be adversely impacted.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

Our exposures to market risk for changes in interest rates relate primarily to certain debt obligations. Currently, we do not use derivative financial instruments in our investment portfolio. We invest in high quality credit issuers and, by policy, limit the amount of principal exposure with any one issuer. As stated in our policy, we seek to ensure the safety and preservation of our invested principal funds by limiting default and market risk.

We seek to mitigate default risk by investing in high quality credit securities and by positioning our investment portfolio to respond to a significant reduction in credit rating of any investment issuer, guarantor or depository. We seek to mitigate market risk by limiting the principal and investment term of funds held with any one issuer and by investing funds in marketable securities with active secondary or resale markets. As of June 28, 2008, we had no short-term investments.

On February 24, 2005, we issued 6.75% Notes with a principal balance of $400 million due in 2013 (the “6.75% Notes”). We also entered into interest rate swap agreements with four independent swap counterparties to hedge our interest rate exposures related to the 6.75% Notes. The swap agreements, with an aggregate notional amount of $400 million that expires in 2013, effectively convert the fixed interest rate obligation to a variable rate obligation and are accounted for as fair value hedges under SFAS No. 133 but are exempt from periodic assessment of hedge effectiveness under Paragraph 68 of SFAS No. 133. Under the terms of the swap agreements, we pay the independent swap counterparties an interest rate equal to

Table of Contents

the six-month LIBOR rate plus a spread ranging from 2.214% to 2.250%. In exchange, we receive a fixed rate of 6.75%. The differential paid or received on the interest rate swaps is recognized in earnings as an adjustment to interest expense. As of, and for the nine months ended, June 28, 2008, the fair value of the interest rate swap agreements and their effect on interest expense were not significant. As of September 29, 2007, we recorded a long-term liability of $11.9 million, with a corresponding decrease to long-term debt, to reflect the fair value of the interest rate swap agreements . For the nine months ended June 30, 2007, interest expense of $3.0 million was recognized due to the differential paid on the interest rate swaps. The variable interest rates under the swap agreements averaged 6.67% and 7.65% during the nine months ended June 28, 2008 and June 30, 2007, respectively.

On June 12, 2007, we issued $300 million aggregate principal amount of 2010 Notes and $300 million aggregate principal amount of senior floating rate notes due in 2014 (the “2014 Notes”). We also entered into interest rate swap agreements with two independent swap counterparties to hedge our interest rate exposures related to our 2014 Notes. The swap agreements, with an aggregate notional amount of $300 million that expires in 2014, effectively convert the variable interest rate obligation to a fixed rate obligation and are accounted for as cash flow hedges under SFAS No. 133, subject to periodic assessment of effectiveness. Under the terms of the swap agreements, we pay the independent swap counterparties a fixed rate of 5.594%. In exchange, we receive an interest rate equal to the three-month LIBOR. These swap agreements effectively fix the interest rate on our 2014 Notes at 8.344% through 2014. At June 28, 2008 and September 29, 2007, $20.8 million and $11.4 million has been recorded in other long-term liabilities to record the fair value of the interest rate swap agreements, with a corresponding decrease to accumulated other comprehensive income, on the condensed consolidated balance sheets. Over the next 12 months, we expect to reclassify approximately $7.5 million to interest expense. Amounts in accumulated other comprehensive income (loss) will be reclassified when the hedged interest expense is realized in the condensed consolidated statement of operations. The ineffective portion of the hedges was immediately recognized in other income (expense), net, on the condensed consolidated statement of operations and was not material for the nine month period ended June 28, 2008.

Since our 6.75% Notes and 2010 Notes are floating rate debt instruments, an immediate 10% increase in interest rates at June 28, 2008 would result in an increase in annual gross interest expense of approximately $3.7 million. Similarly, an immediate 10% reduction in interest rates would result in a reduction in annual interest expense of approximately $3.7 million.

Foreign Currency Exchange Risk

We transact a majority of our business in foreign countries. Our foreign exchange policy requires that we take certain steps to limit our foreign exchange rate exposures in certain assets and liabilities and forecasted cash flows. However, such policy does not require us to hedge all foreign exchange exposures. Further, foreign currency hedges are based on forecasted transactions, the amount of which may differ from that actually incurred. As a result, we can experience foreign exchange rate gains and losses in our results of operations.

Our primary foreign currency cash flows are in certain Asian and European countries, Brazil, Canada and Mexico. We enter into short-term foreign currency forward and option contracts to hedge currency exposures associated with certain assets and liabilities denominated in foreign currencies. These contracts typically have maturities of three months or less. Further, these contracts are not designated as part of a hedging relationship in accordance with FASB Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities” (SFAS 133). All outstanding foreign currency forward and option contracts are marked-to-market at the end of the reporting period with unrealized gains and losses included in other income (expense), net, in the condensed consolidated statements of operations. At June 28, 2008 and September 29, 2007, we had outstanding foreign currency forward and option contracts to exchange various foreign currencies for U.S. dollars in the aggregate notional amount of $512.6 million and $279.5 million, respectively. Subject to the limitations noted in the first paragraph of this section, the net impact of an immediate 10% change in exchange rates would not be material to our condensed consolidated financial statements.

We also utilize foreign currency forward and option contracts to hedge certain operational (“cash flow”) exposures resulting from changes in foreign currency exchange rates. Such exposures result from portions of forecasted sales, cost of sales and expenses denominated in currencies other than the U.S. dollar. These contracts are typically less than 12 months in duration. Further, these contracts are accounted for as cash flow hedges under SFAS No. 133, subject to periodic assessment of effectiveness. The effective portion of changes in the fair value of the contracts is recorded in stockholders’ equity as a separate component of accumulated other comprehensive income and is recognized in the consolidated statement of operations when the hedged item affects earnings. The ineffective portion is recognized immediately in earnings. At June 28, 2008 and September 29, 2007, we had forward and option contracts related to cash flow hedges in various foreign currencies in the aggregate notional amount of $51.8 million and $30.0 million, respectively.

Table of Contents

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Based on an evaluation under the supervision and with the participation of our management, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures as defined in rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) were effective as of June 28, 2008 to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding timely disclosure.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act) during the third quarter ended June 28, 2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations of Disclosure Controls and Internal Control Over Financial Reporting

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures, or our internal controls, will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

Table of Contents

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Stock Option Related Matters

We are a so-called “nominal defendant” party to multiple stockholder derivative lawsuits that were filed following our June 9, 2006 announcement that we had initiated an internal inquiry into our historical stock option administration practices. In particular, five separate shareholder derivative actions have been filed and consolidated into a single proceeding pending in the United States District Court for the Northern District of California, captioned In re Sanmina-SCI Corporation Derivative Litigation , Master File No. C-06-3783-JF. The first of these consolidated actions was filed June 15, 2006. A consolidated complaint was filed on October 30, 2006. In addition, three related shareholder derivative actions have been filed and consolidated into a single proceeding pending in Superior Court for the State of California, County of Santa Clara, captioned In re Sanmina-SCI Corporation Derivative Action , Master File No. 1-06-CV-071786. A consolidated complaint was filed on August 17, 2007.

In all of these actions, the derivative plaintiffs allege that they are our stockholders and purport to bring the actions on our behalf and for our benefit. This is why we are a “nominal defendant” party to each of these actions; no relief is sought against us in these lawsuits and any recovery (net of any court award of attorneys’ fees and costs to derivative plaintiffs’ counsel) would belong to us. As previously disclosed, the list of defendants varies from action to action and includes 29 different current and former directors and officers of the Company. The derivative plaintiffs allege generally that the individual defendants manipulated the grant dates of our stock options between 1994 and 2006, allegedly in breach of duties owed to us and our shareholders, causing us to report our financial results inaccurately and resulting in harm to us. Plaintiffs seek money damages against the individual defendants, an accounting for damages allegedly caused by the individual defendants, disgorgement of profits allegedly improperly obtained by the defendants, and various other types of equitable and injunctive relief. In August 2006, our Board of Directors created a Special Litigation Committee and vested that committee with the full authority on our behalf to investigate the claims asserted by the derivative plaintiffs, and to determine what action should be taken with respect to the shareholder derivative actions including without limitation whether we should pursue claims against the named defendants or other persons. The Special Litigation Committee’s investigation is substantially concluded although it has not yet issued a formal report. The parties conducted mediation in March 2008 and are engaged in discussions regarding an appropriate resolution of the litigations in light of the Special Litigation Committee’s tentative conclusions. Although the stockholder derivative lawsuits do not seek damages or other relief against us, we do owe certain indemnification obligations to our current and former directors, officers and employees involved with the stock option-related proceedings, particularly to the extent that individuals are found not to have engaged in any wrongdoing. We have recorded an estimated minimum liability, the amount of which is not material, for this matter as of June 28, 2008.

Additionally, we are aware that the Securities and Exchange Commission and the United States Attorney for the Northern District of California are conducting investigations into our historical stock option administration practices. We have received informal requests for documents and other information from the Securities and Exchange Commission and a grand jury subpoena from the United States Attorney. The Securities and Exchange Commission has issued a formal order of investigation. We are cooperating fully with these investigations.

Table of Contents

Non-US Proceedings

A non-US governmental entity has made a claim for penalties against us asserting that we did not comply with bookkeeping rules in accordance with applicable tax regulations. We have provided documents that we believe demonstrate our compliance with these tax regulations. We have appealed the penalties in administrative court, and have not paid the penalties pending review by the court. The administrative court has not indicated when it will issue a decision. We believe we have a meritorious position in this matter and are contesting this claim vigorously. Accordingly, we have not provided an accrual for this matter as of June 28, 2008.

Other Proceedings

We are also subject to other routine legal proceedings, as well as demands, claims and threatened litigation, that arise in the normal course of our business. The ultimate outcome of any litigation is uncertain and unfavorable outcomes could have a negative impact on our results of operations and financial condition. Regardless of outcome, litigation can have an adverse impact on us as a result of incurrence of defense costs, diversion of management resources and other factors.

Table of Contents

Item 1A. Risk Factors Affecting Operating Results

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Risk Factors Affecting Operating Results” in our Quarterly Reports on Form 10-Q for the fiscal quarter ended December 29, 2007 and March 29, 2008, which have not materially changed other than as set forth below.

We recently sold our PC business, which will materially reduce our net sales, our operating income and our cash flows.

As part of our restructuring strategy, we exited the PC business. The first transaction was completed on June 2, 2008. The second transaction was completed on July 7, 2008. We expect the effect of these transactions will be to materially reduce our future net sales and operating income and to reduce our accounts receivable available for sale under our factoring arrangements, which could affect the timing of cash receipts and reduce our cash flows from operations.

We may be unable to obtain additional financing to fund our operations.

Our sources of liquidity include our $500 million line of credit, none of which is currently utilized, access to trade credit extended by our suppliers, sales of assets, including our PC Business, sales of accounts receivable and cash generated by operations. As a result of our continuing capital requirements, we may be required to obtain new financing in the near future. In particular, our $500 million revolving credit facility expires in December 2008. However, given current adverse conditions in the credit markets and other factors, we can provide no assurance that we will be able to obtain new sources of liquidity on acceptable terms or at all. In addition, while we seek high quality counterparties for our financing arrangements, there can be no assurance that any such counterparty will be able to provide credit when and as required by our current or future financing arrangements. If additional financing is not available when required, or is not available for any reason, our ability to finance our operations could be materially adversely affected.

We rely on a small number of customers for a substantial portion of our sales, and declines in sales to these customers would reduce our net sales and net income.

Most of our sales are generated by a small number of customers. Sales to our ten largest customers represented 48.5% of our net sales during the third quarter of fiscal year 2008, and no customer accounted for more than 10% of our net sales for that period. We expect to continue to depend upon a relatively small number of customers for a significant percentage of our revenue. Consolidation among our customers may further concentrate our business in a limited number of customers and expose us to increased risks related to dependence on a small number of customers. In addition, a significant reduction in sales to any of our large customers or significant pricing and margin pressures exerted by a key customer would adversely affect our operating results. In the past, some of our large customers have significantly reduced or delayed the volume of manufacturing services ordered from us as a result of changes in their business, consolidations or divestitures or for other reasons. For example, as a result of our exit from the PC business, we will receive significantly less revenue from several of our large customers as we will no longer support those operations. We cannot assure you that present or future large customers will not terminate their manufacturing arrangements with us or significantly change, reduce or delay the amount of manufacturing services ordered from us, any of which would reduce our net sales and net income

We can experience losses due to foreign exchange rate fluctuations.

Because we manufacture and sell a substantial portion of our products abroad, our operating costs are subject to fluctuations in foreign currency exchange rates. Specifically, if the U.S. dollar weakens against the foreign currencies in which we denominate certain of our trade accounts payable, fixed purchase obligations and other expenses, the U.S. dollar equivalent of such expenses would increase. We use financial instruments, primarily short-term foreign currency forward contracts, to hedge certain forecasted foreign currency commitments arising from trade accounts receivable, trade accounts payable and fixed purchase obligations. Our foreign currency hedging activities depend largely upon the accuracy of our forecasts of future revenues, expenses and monetary assets and liabilities.

As such, our foreign currency forward contracts may exceed or not cover our full exposure to exchange rate fluctuations due to differences in actual amounts versus forecasted amounts. For example, we realized foreign exchange gains of approximately $3.6 million in the three months ended June 28, 2008. Although we believe our foreign exchange hedging policies are reasonable and prudent under the circumstances, we may experience similar gains or losses in the future, which could reduce our net income.

Table of Contents

We are subject to risks arising from our international operations.

We conduct our international operations primarily in Asia, Latin America, Canada and Europe, and we continue to consider additional opportunities to make foreign acquisitions and construct new foreign facilities. We generated 69.1% of our net sales from non-U.S. operations during the nine months ended June 28, 2008, and a significant portion of our manufacturing material was provided by international suppliers during this period. During fiscal year 2007, we generated 65.3% of our net sales from
non-U.S. operations. As a result of our international operations, we are affected by economic and political conditions in foreign countries, including:

· the imposition of government controls;

· export license requirements;

· political and economic instability, including armed conflicts;

· trade restrictions;

· changes in tariffs;

· labor unrest and difficulties in staffing;

· inflexible employee contracts in the event of business downturns;

· coordinating communications among and managing international operations;

· fluctuations in currency exchange rates;

· currency controls;

· increases in duty and/or income tax rates;

· earnings repatriation restrictions;

· difficulties in obtaining export licenses;

· misappropriation of intellectual property; and

· constraints on our ability to maintain or increase prices.

Our operations in certain foreign locations receive favorable income tax treatment in the form of tax holidays or other incentives. In the event that such tax holidays or other incentives are not extended, are repealed, or we no longer qualify for such programs, our results of operations and financial condition would be harmed.

Additionally, certain foreign jurisdictions restrict the amount of cash that can be transferred to the United States or impose taxes and penalties on such transfers of cash. To the extent we have excess cash in foreign locations that could be used in, or is needed by, our U.S. operations, we may incur significant penalties and/or taxes to repatriate these funds.

To respond to competitive pressures and customer requirements, we may further expand internationally in lower cost locations, particularly in Asia, Eastern Europe and Latin America. In fiscal year 2007, we announced our intention to establish a manufacturing operation in India. As we pursue continued expansion in these locations, we may incur additional capital expenditures. In addition, the cost structure in certain countries that are now considered to be favorable may increase as economies develop or as such countries join multinational economic communities or organizations. As a result, we may need to continue to seek out new locations with lower costs and the employee and infrastructure base to support electronics manufacturing. We cannot assure you that we will realize the anticipated strategic benefits of our international operations or that our international operations will contribute positively to our operating results.

Table of Contents

The proposed reverse stock split may not increase our stock price, which would prevent the Company from realizing the anticipated benefits of the reverse stock split.

The Board of Directors approved an amendment to the Company’s certificate of incorporation that would permit the Company to effect a reverse split of its outstanding and authorized common stock within a range of one-for-three to one-for-ten, with the final ratio to be determined by the Board of Directors following stockholder approval. The Board expects that the reverse split will increase the price per share of our common stock, which in turn would, among other things, broaden the class of investors who invest in our stock, help increase analyst and broker interest in our stock and reduce the possibility that our stock trades below $1.00 per share for an extended period of time, which could cause our stock to be delisted from the Nasdaq Global Select Market. While the Board expects that a reverse stock split of our common stock will increase the market price of our common stock, the effect of a reverse split upon the market price of our common stock cannot be predicted with any certainty. The market price of our common stock is primarily driven other factors unrelated to the number of shares outstanding, including our current and expected future performance, conditions in the EMS industry and stock market conditions generally. Therefore, it is possible that the per share price of our common stock after the reverse split will not rise in proportion to the reduction in the number of shares of our common stock outstanding resulting from the reverse stock split.

We are potentially liable for contamination of our current and former facilities, including those of the companies we have acquired, which could increase our expenses and harm our operating results in the future.

We are potentially liable for contamination at our current and former facilities, including those of the companies we have acquired. These liabilities include ongoing investigation and remediation activities at a number of sites. Currently, we are unable to anticipate whether any third-party claims will be brought against us for this contamination. We cannot assure you that third-party claims will not arise and will not result in material liability to us. We are currently in the process of remediating contamination at one of our sites in the United States. We expect to incur $10.5 million of costs for assessment, testing, remediation and site restoration. Although we believe we have adequately accrued for expenses relating to environmental matters, we cannot assure you that we will not incur additional liability in the future or that any such additional liability would not increase our liability or harm our operating results.

Although the internal investigation of our historical stock option practices is substantially complete, the private litigation and government investigations resulting therefrom remain pending.

We substantially completed an investigation of our accounting for stock options. Based on the results of this investigation on January 3, 2007, we filed a comprehensive Form 10-K for fiscal year 2006 which restated our consolidated financial statements for prior years. As a result of this activity, we have become subject to the following significant risks. Each of these risks could have an adverse effect on our business, financial condition and results of operations:

· We are subject to significant pending civil litigation, including derivative claims made on behalf of us, the defense of which has required us to devote significant management attention and to incur significant legal expense; and

· We are subject to ongoing formal investigations by the SEC and the U.S. Department of Justice, the outcome of which investigations cannot be predicted.

These actions could result in payment of significant damages or penalties.

Item 5. Other Events

Effective August 4, 2008, the Company entered into indemnification agreements with the following directors and executive officers of the Company: Joseph Bronson, John Goldsberry, Walt Hussey, Joseph Licata and Michael Tyler (collectively, the “Indemnitees”). The indemnification agreements require the Company to advance legal expenses and pay any judgments for any Indemnitee who is named in a proceeding for which he may be indemnified under Delaware law, subject to repayment under certain circumstances. Certain claims, including claims against the Indemnitee for “short swing” profits, actions against the Company as a plaintiff, claims for conduct determined by a court to constitute or involve fraud, willful misconduct or ill-gained personal profit are excluded from coverage under the indemnification agreements.

Table of Contents

Item 6. Exhibits

(a) Exhibits

Refer to item (c) below.

Exhibit Number		Description
3.1(1)		Restated Certificate of Incorporation of the Registrant, dated January 31, 1996.

3.1.1(2)		Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant, dated March 9, 2001.

3.1.2(3)		Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock of the Registrant, dated May 31, 2001.

3.1.3(4)		Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant, dated December 7, 2001.

3.2(5)		Amended and Restated Bylaws of the Registrant, dated June 4, 2007.

10.42(6)		Form of Officer and Director Indemnification Agreement.

10.67(7)		Asset Purchase Agreement dated April 25, 2008 by and among Sanmina-SCI USA Inc., Sanmina-SCI Systems de Mexico S.A. de C.V., Sanmina-SCI Systems Services de Mexico S.A. de C.V., Lenovo (Singapore) Pte.Ltd. and Lenovo Centro Tecnologico, SdeRL de C.V.

10.71		Amendment to Asset Purchase Agreement dated February 17, 2008 by and among Sanmina-SCI Corporation, Sanmina-SCI USA Inc., SCI Technology, Inc., Sanmina-SCI Systems de Mexico S.A. de C.V., Sanmina-SCI Systems Services de Mexico S.A. de C.V., Sanmina-SCI Hungary Electronics Manufacturing Limited Liability Company, Sanmina-SCI Australia PTY LTD and Foxteq Holdings, Inc., dated July 7, 2008.

10.72		Revolving Trade Receivables Purchase Agreement dated June 26, 2008 by and among, Sanmina-SCI Corporation, Deutsche Bank AG New York, as administrative agent, and Sanmina-SCI Magyarország Elektronikai Gyártó Kft, Sanmina Magyarország Elektrotechnikai Részegységgyártó Kft, Sanmina-SCI EMS Haukipudas OY, a limited liability company incorporated under the laws of the Republic of Finland, Sanmina-SCI Enclosure Systems OY, Sanmina-SCI Systems Singapore Pte. Ltd,, Sanmina-SCI Israel Medical Systems Ltd., Sanmina-SCI Systems Canada, Inc., Sanmina-SCI Systems (Thailand) Ltd., and Sanmina-SCI UK Ltd.

10.73(6)		Sanmina-SCI FY 2008 Corporate Annual G&A Short Term Incentive Plan.

10.74(6)		Amended and Restated Sanmina-SCI Corporation Deferred Compensation Plan dated June 9, 2008.

10.75(6)		Amended and Restated Sanmina-SCI Corporation Deferred Compensation Plan for Outside Directors.

31.1		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

31.2		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

32.1(8)		Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) and Rule 15d-14(b) of the Securities Exchange Act, as amended.

32.2(8)		Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) and Rule 15d-14(b) of the Securities Exchange Act, as amended.

Table of Contents

(1)	Previously filed as Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 1996 filed with the Securities and Exchange Commission (“SEC”) on December 24, 1996 and incorporated herein by reference.

(2)	Previously filed as Exhibit 3.1(a) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001, filed with the SEC on May 11, 2001 and incorporated herein by reference.

(3)	Previously filed as Exhibit 3.1.3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2001, filed with the SEC on December 21, 2001 and incorporated herein by reference.

(4)	Previously filed as Exhibit 3.1.2 to the Registrant’s Registration Statement on Form S-4 filed with the SEC on August 10, 2001 and incorporated herein by reference.

(5)	Previously filed as Exhibit 3.2 to the Registrant’s Annual Report on Form 10-Q for the fiscal quarter ended June 30, 2007, filed August 6, 2007 and incorporated herein by reference.

(6)	Compensatory plan or agreement in which an executive officer or director participates.

(7)	Previously filed as Exhibit 10.67 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2008, filed with the SEC on May 6, 2008 and incorporated herein by reference.

(8)	In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibit 32.1 and Exhibit 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.

Table of Contents

SANMINA-SCI CORPORATION

SIGNATURES

Pursuant to the Requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	SANMINA-SCI CORPORATION
	(Registrant)

	By:	/s/ JURE SOLA
		Jure Sola
		Chief Executive Officer

Date: August 4, 2008

	By:	/s/ DAVID L. WHITE
		David L. White
		Executive Vice President and
		Chief Financial Officer

Date: August 4, 2008

Table of Contents

EXHIBIT INDEX

Exhibit Number		Description
3.1(1)		Restated Certificate of Incorporation of the Registrant, dated January 31, 1996.

3.1.1(2)		Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant, dated March 9, 2001.

3.1.2(3)		Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock of the Registrant, dated May 31, 2001.

3.1.3(4)		Certificate of Amendment of the Restated Certificate of Incorporation of the Registrant, dated December 7, 2001.

3.2(5)		Amended and Restated Bylaws of the Registrant, dated June 4, 2007.

10.42(6)		Form of Officer and Director Indemnification Agreement.

10.67(7)		Asset Purchase Agreement dated April 25, 2008 by and among Sanmina-SCI USA Inc., Sanmina-SCI Systems de Mexico S.A. de C.V., Sanmina-SCI Systems Services de Mexico S.A. de C.V., Lenovo (Singapore) Pte.Ltd. and Lenovo Centro Tecnologico, SdeRL de C.V.

10.71		Amendment to Asset Purchase Agreement dated February 17, 2008 by and among Sanmina-SCI Corporation, Sanmina-SCI USA Inc., SCI Technology, Inc., Sanmina-SCI Systems de Mexico S.A. de C.V., Sanmina-SCI Systems Services de Mexico S.A. de C.V., Sanmina-SCI Hungary Electronics Manufacturing Limited Liability Company, Sanmina-SCI Australia PTY LTD and Foxteq Holdings, Inc., dated July 7, 2008.

10.72		Revolving Trade Receivables Purchase Agreement dated June 26, 2008 by and among, Sanmina-SCI Corporation, Deutsche Bank AG New York, as administrative agent, and Sanmina-SCI Magyarország Elektronikai Gyártó Kft, Sanmina Magyarország Elektrotechnikai Részegységgyártó Kft, Sanmina-SCI EMS Haukipudas OY, a limited liability company incorporated under the laws of the Republic of Finland, Sanmina-SCI Enclosure Systems OY, Sanmina-SCI Systems Singapore Pte. Ltd,, Sanmina-SCI Israel Medical Systems Ltd., Sanmina-SCI Systems Canada, Inc., Sanmina-SCI Systems (Thailand) Ltd., and Sanmina-SCI UK Ltd.

10.73(6)		Sanmina-SCI FY 2008 Corporate Annual G&A Short Term Incentive Plan.

10.74(6)		Amended and Restated Sanmina-SCI Corporation Deferred Compensation Plan dated June 9, 2008.

10.75(6)		Amended and Restated Sanmina-SCI Corporation Deferred Compensation Plan for Outside Directors.

31.1		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

31.2		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended.

32.1(8)		Certification of the Chief Executive Officer pursuant to Rule 13a-14(b) and Rule 15d-14(b) of the Securities Exchange Act, as amended.

32.2(8)		Certification of the Chief Financial Officer pursuant to Rule 13a-14(b) and Rule 15d-14(b) of the Securities Exchange Act, as amended .

Table of Contents

(1)	Previously filed as Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 1996 filed with the Securities and Exchange Commission (“SEC”) on December 24, 1996 and incorporated herein by reference.

(2)	Previously filed as Exhibit 3.1(a) to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001, filed with the SEC on May 11, 2001 and incorporated herein by reference.

(3)	Previously filed as Exhibit 3.1.3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2001, filed with the SEC on December 21, 2001 and incorporated herein by reference.

(4)	Previously filed as Exhibit 3.1.2 to the Registrant’s Registration Statement on Form S-4 filed with the SEC on August 10, 2001 and incorporated herein by reference.

(5)	Previously filed as Exhibit 3.2 to the Registrant’s Annual Report on Form 10-Q for the fiscal quarter ended June 30, 2007, filed August 6, 2007 and incorporated herein by reference.

(6)	Compensatory plan or agreement in which an executive officer or director participates.

(7)	Previously filed as Exhibit 10.67 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2008, filed with the SEC on May 6, 2008 and incorporated herein by reference.

(8)	In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibit 32.1 and Exhibit 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.

EXHIBIT 10.42

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“Agreement”) is made as of by and between Sanmina-SCI Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).

RECITALS

WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company;

WHEREAS, in order to induce Indemnitee to continue to provide services to the Company, the Company wishes to provide for the indemnification of, and advancement of expenses to, Indemnitee as set forth herein;

WHEREAS, it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons as Indemnitee so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified; and

WHEREAS, this Agreement is a supplement to and in furtherance of the indemnification provided in the Certificate of Incorporation (the “Charter”) and Bylaws (the “Bylaws”) of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

Section 1. Services to the Company . Indemnitee agrees to serve as a director of the Company. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a director of the Company.

Section 2. Definitions .

As used in this Agreement:

(a) “ Corporate Status ” describes the status of a person who is or was a director, officer, employee or agent of the Company or of any other corporation, partnership or joint venture, trust, employee benefit plan or other enterprise which such person is or was serving at the request of the Company.

(b) “Enterprise” shall mean the Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary.

(c) “Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedes bond, or other appeal bond or its equivalent. Expenses, however , shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(d) “Independent Counsel” means a law firm, or a partner (or, if applicable, member) of such a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. The term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this

Agreement. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

(e) The term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, in which Indemnitee was, is or will be involved as a party or otherwise by reason of the fact that Indemnitee is or was a director of the Company, by reason of any action taken by him or of any action on his part while acting as director of the Company, or by reason of the fact that he is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement; provided , however , that the term “Proceeding” shall not include any action, suit or arbitration initiated by Indemnitee to enforce Indemnitee’s rights under this Agreement.

Section 3. Indemnity in Third-Party Proceedings . The Company shall indemnify Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal proceeding, had no reasonable cause to believe that his conduct was unlawful. Indemnitee shall not enter into any settlement in connection with a Proceeding without thirty (30) days prior written notice to the Company.

Section 4. Indemnity in Proceedings by or in the Right of the Company . The Company shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. No indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that the Delaware Court of Chancery (the “Delaware Court”) or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such expenses as the Delaware Court or such other court shall deem proper.

Section 5. Indemnification for Expenses of a Party Who is Wholly or Partly Successful . To the extent that Indemnitee is a party to or a participant in and is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against (a) all Expenses actually and reasonably incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter and (b) any claim, issue or matter related to any such successfully resolved claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Section 6. Indemnification For Expenses of a Witness . To the extent that Indemnitee is, by reason of his Corporate Status, a witness in any Proceeding to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.

Section 7. Additional Indemnification .

(a) Notwithstanding any limitation in Sections 3, 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if Indemnitee is a party to or is threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee in connection with the Proceeding.

(b) For purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include, but not be limited to:

(i) to the fullest extent permitted by the provision of the Delaware General Corporation Law (“DGCL”) that authorizes or contemplates additional indemnification by agreement, or the corresponding provision of any amendment to or replacement of the DGCL or such provision thereof; and

(ii) to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors.

Section 8. Exclusions . Notwithstanding any provision in this Agreement to the contrary, the Company shall not be obligated under this Agreement to make any indemnity in connection with any claim made against Indemnitee:

(a) for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;

(b) for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law;

(d) in connection with any proceeding (or part thereof) initiated by Indemnitee, or any proceeding by Indemnitee against the Company or the directors, officers, employees or other agents of the Company, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Company (the “Board”), (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the DGCL, or (iv) the proceeding is initiated pursuant to Section 13 hereof;

(e) on account of Indemnitee’s conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest or that constituted willful misconduct; or

(f) on account of Indemnitee’s conduct that is established by a final judgment as resulting in any personal profit or advantage to which Indemnitee was not legally entitled.

Section 9. Advancement of Expenses . The Company shall advance, to the extent not prohibited by law, the Expenses incurred by Indemnitee in connection with any Proceeding, and such advancement shall be made within forty-five (45) days after the receipt by the Company of a statement or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement. The Indemnitee agrees, as an undertaking within the meaning of the DGCL, that Indemnitee will reimburse the Company for all Expenses advanced by the Company under this Agreement if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company under this Agreement, the Company’s Bylaws, the Charter or applicable law. This Section 9 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 8. The right to advances under this paragraph shall in all events continue until final disposition of any Proceeding, including any appeal therein.

Section 10. Procedure for Notification and Defense of Claim. Not later than thirty (30) days after receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but Indemnitee’s omission so to notify the Company will not relieve the Company from any liability which the Company may have to Indemnitee under this Agreement unless the Company is materially prejudiced by such failure. With respect to any such Proceeding as to which Indemnitee notifies the Company of the commencement thereof:

(a) The Company will be entitled to participate in the Proceeding at its own expense.

(b) Except as otherwise provided below, the Company may, at its option and jointly with any other indemnifying party similarly notified and electing to assume such defense, assume the defense thereof, with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense thereof, the Company will not be liable to Indemnitee under this Agreement for any Expenses subsequently incurred by Indemnitee in connection with the defense thereof except for reasonable costs of investigation or otherwise as provided below. Indemnitee shall have the right to employ separate counsel in such action, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Company, (ii) Indemnitee shall have reasonably concluded, and so notified the Company, that there is a conflict of interest between the Company and Indemnitee in the conduct of the defense of such action or (iii) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases the reasonable fees and expenses of Indemnitee’s separate counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (ii) above; and

(c) The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent. The Company shall be permitted to settle any action except that it shall not settle any action or claim in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent.

Section 11. Procedure Upon Application for Indemnification .

(a) Upon written request by Indemnitee for indemnification pursuant to Section 10(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within forty-five (45) days after such determination. Indemnitee shall cooperate with the Independent Counsel making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel upon reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the Independent Counsel shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.

(b) The Independent Counsel shall be selected by Indemnitee. The Company may, within twenty (20) days after written notice of such selection, deliver to the Indemnitee a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after the later of submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof, and the final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected and not objected to, the Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 13(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).

Section 12. Presumptions; Effect of Certain Proceedings .

(a) In making a determination with respect to entitlement to indemnification hereunder, the Independent Counsel making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section 10(a) of this Agreement and the Company shall have the burden of proof to overcome that presumption in connection with the making by the Independent Counsel of any determination contrary to that presumption. Neither the failure of the Company or of Independent Counsel to

have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company or by Independent Counsel that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indenmitee has not met the applicable standard of conduct.

(b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his conduct was unlawful.

(c) For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or the Board or counsel selected by any committee of the Board or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser, investment banker or other expert selected with reasonable care by the Company or the Board or any committee of the Board. The provisions of this Section 12(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.

(d) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Section 13. Remedies of Indemnitee .

(a) Subject to Section 13(e), in the event that (i) a determination is made pursuant to Section 11 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 9 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 11(a) of this Agreement within ninety (90) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5 or 6 or the last sentence of Section 11(a) of this Agreement within forty-five (45) days after receipt by the Company of a written request therefor, or (v) payment of indemnification pursuant to Section 3, 4 or 7 of this Agreement is not made within forty-five (45) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by a court of his entitlement to such indemnification or advancement of Expenses. Alternatively, Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 13(a); provided, however, that the foregoing clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.

(b) In the event that a determination shall have been made pursuant to Section 11(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 13 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 13, the Company shall have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.

(c) If a determination shall have been made pursuant to Section 11(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 13, absent (i) a misstatement by Indemnitee of material fact, or an omission of a material fact necessary to make Indemnitee’s statement no materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d) The Company and the Indemnitee shall be precluded from asserting that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that the Company or the Indemnitee, as the case may be, is bound by all the provisions of this Agreement. The Company shall indemnify Indemnitee against any and all Expenses incurred successfully asserting Indemnitee’s rights under this Section 13.

(e) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of a Proceeding, including any appeal therein.

Section 14. Non-exclusivity, Survival of Rights; Insurance Subrogation .

(a) The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Charter, the Company’s Bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Charter, Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents of the Company or of any other Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer, employee or agent under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.

(c) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(d) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.

(e) The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

Section 15. Duration of Agreement . This Agreement shall continue until and terminate upon the later of (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a director of the Company or (b) one (1) year after the final termination of any Proceeding, including any appeal, then pending in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any proceeding commenced by Indemnitee pursuant to Section 13 of this Agreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his heirs, executors and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to the Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.

Section 16. Severability . If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the

parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

Section 17. Enforcement .

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to serve as a director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director of the Company.

(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided , however , that this Agreement is a supplement to and in furtherance of the Charter of the Company, the Bylaws of the Company and applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

Section 18. Modification and Waiver . No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the parties thereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.

Section 19. Noticed Indemnitee . Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to the Indemnitee under this Agreement or otherwise.

Section 20. Notices . All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed, (c) mailed by reputable overnight courier and receipted for by the party to whom said notice or other communication shall have been directed or (d) sent by facsimile transmission, with receipt of oral confirmation that such transmission has been received:

*(a)*	*If to Indemnitee, at such address as Indemnitee shall provide to the Company.*

*(b)*	*If to the Company to:*

	*Sanmina-SCI Corporation*
	*2700 North First Street*
	*San Jose, CA 95134*

	*Attn: General Counsel*

or to any other address as may have been furnished to Indemnitee by the Company.

Section 21. Contribution . To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).

Section 22. Applicable Law and Consent to Jurisdiction . This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant to Section 13(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court, and not in any other state or

federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) appoint, to the extent such party is not otherwise subject to service of process in the State of Delaware, The Corporation Service Company, Wilmington, Delaware as its agent in the State of Delaware as such party’s agent for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

Section 23. Identical Counterparts . This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

Section 24. Miscellaneous . The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written.

	SANMINA-SCI CORPORATION

	By:
		Jure Sola, Chairman of the Board and Chief Executive Officer

	INDEMNITEE


	[Name]

EXHIBIT 10.71

July 7, 2008

Hon Hai Precision Industry Co., Ltd.

2 Tzu Yu St. Tu-Cheng City

Taipei Hsien, Taiwan 23644

Attn: General Counsel

Re: Amendment to Asset Purchase Agreement (this “Amendment”)

Dear Sirs:

Reference is made to that certain Asset Purchase and Sale Agreement (the “Agreement”) by and between Sanmina-SCI Corporation (“Sanmina-SCI”) and its wholly-owned subsidiaries Sanmina-SCI USA Inc., SCI Technology, Inc., Sanmina-SCI Systems de Mexico S.A. de C.V., Sanmina-SCI Systems Services de Mexico S.A. de C.V., Sanmina-SCI Hungary Electronics Manufacturing Limited Liability Company and Sanmina-SCI Australia PTY LTD (together with Sanmina-SCI, the “Sellers”) and Foxteq Holdings Inc.-Cayman (the “Buyer”), dated February 17, 2008, pursuant to which Buyer shall purchase certain assets of the Sellers’ personal computing business and related logistics services located in Hungary, Mexico and the United States.

Pursuant to certain discussions between Seller and Buyer following the date of the Agreement, the parties now wish to amend certain Schedules to the Agreement and Exhibits to the Seller Disclosure Letter including to (1) remove contracts that the parties agree shall no longer be assigned from Sellers to Buyer in connection with the Agreement, (2) add certain other contracts not originally included in such Schedules and (3) make certain changes to Exhibit A and Exhibit B to the Seller Disclosure Letter.

Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

Amendment

A. The parties agree to amend (1) Schedules 1.1(g), 7.1(f) and 7.2(f) to the Agreement and (2) Exhibit A and Exhibit B to the Seller Disclosure Letter to read in their entirety as set forth in the Schedules and Exhibits with the same names and numbers as attached to this Amendment.

B. The parties agree to amend and restate Section J of the Recitals in the Agreement in its entirety as follows:

In connection with the transactions contemplated by this Agreement, Buyer and Sellers also desire to enter into the Access Agreement to be dated as of the Closing Date, in the form of Exhibit E hereto, pursuant to which Sellers shall provide, or cause to be provided, to Buyer or any party designated by Buyer, access to certain areas in Sellers’ facilities located in Huntsville, Alabama.

C. Buyer acknowledges that in connection with the Transaction, Sellers may transfer to Buyer confidential and/or proprietary information of Sellers that does not constitute Seller Records (the “Transferred Information”), including but not limited to information stored on computers or in files transferred as part of the Purchased Assets. Buyer agrees that such Transferred Information shall be deemed to be Confidential Information pursuant to Section 5.10 of the Agreement, and Buyer shall comply with the restrictions set forth in Section 5.10 of the Agreement with respect to such Transferred Information. Without limiting the foregoing, upon discovery of any such Transferred Information, Buyer shall promptly notify Sellers pursuant to Section 11.9 of the Agreement and destroy or return such Transferred Information to Sellers.

In addition, the Purchased Assets includes computers that host third party software (the “Identified Software”) which Sellers use to operate the Business pursuant to the agreements listed on Exhibit A and Exhibit B to the Seller Disclosure Letter attached hereto, the Fredrick Group, Inc. (“TFG”) Service Agreement SA-05-0034 effective as of February 1, 2005 between TFG and Sanmina- SCI, Amendment One to Service Agreement SA-05-0034 effective as of November 15, 2007 between TFG and Sanmina-SCI, TFG2000E Software Licensing Agreement (SLA-00-1000) effective as of November 15, 2007 between TFG and Sanmina-SCI (together, the “Licenses”). Buyer represents, warrants and covenants to Sellers that Buyer and/or its Affiliates shall obtain a license for any Identified Software as soon as possible and, in any event, within 30 days following the Closing (the “License Date”). Buyer further represents, warrants and covenants to Sellers that Buyer and/or its Affiliates will not use any Identified Software until Buyer and/or its Affiliates has obtained a license for the use of such Identified Software through assignment or otherwise. Buyer also represents, warrants and covenants to Sellers that

Buyer and/or its Affiliates shall return to Sellers or destroy any Identified Software and any documentation or information obtained by Buyer and/or its Affiliates in connection with any Identified Software for which Buyer and/or its Affiliates does not have a license (“License Related Information”) on or prior to the License Date if Buyer and/or its Affiliates has not obtained a license to use such Identified Software by the License Date.

Notwithstanding any limitations on indirect, punitive, incidental, consequential or special damages provided for in Section 9.5(e) of the Agreement, Buyer shall indemnify and hold harmless Sellers from any breach of this Section C and any loss, cost, expenses (including reasonable attorneys fees), damages and liabilities arising out of or related to such breach or arising out of or related to Buyer’s and/or its Affiliates’ use of or failure to obtain a license to use any Identified Software or License Related Information. Notwithstanding any limitations on indirect, punitive, incidental, consequential or special damages provided for in Section 9.5(e) of the Agreement, Buyer shall also indemnify and hold harmless Sellers from any loss, cost, expenses (including reasonable attorneys fees), damages and liabilities arising out of or related to the assignment of any contracts, including but not limited to the Licenses, from Sellers to Buyer and/or its Affiliates in connection with any Identified Software. The foregoing notwithstanding, any such indemnification of Sellers by Buyer shall not preclude the exercise of any other remedy by Sellers or the indemnification rights of Sellers under the Agreement, and the indemnities set forth in this Amendment are not subject to any basket, cap or other limitation contained in Section 9.5 of the Agreement and are intended to be broadly construed.

D. Buyer waives any Buyer condition to closing and any Seller representation or warranty in the Agreement that would not be satisfied or would not be true in all respects as of the Closing as a result of the non-assignment of any Identified Software or Licenses.

E. The parties agree that the first clause of the first sentence of Section 6.5 of the Agreement, which states “At the same time Sellers deliver the Preliminary Net Asset Value Statement to Buyer” shall be amended and restated in its entirety to read “At any time prior to the Closing.”

F. Buyer agrees to reimburse Sanmina-SCI for all fees accrued by Sanmina-SCI after the Closing pursuant to the Amendment to the Enterprise License Order dated June 29, 2008 by and between BMC Software, Inc. (“BMC”) and Sanmina-SCI (the “Enterprise License Order”). Buyer agrees to reimburse Sanmina-SCI within 30 days following Sanmina-SCI’s receipt of an invoice from BMC under the Enterprise License Order.

G. Buyer agrees to reimburse Sanmina-SCI for the full amount of Sanmina-SCI’s $84,375 obligation to Infor Global Solutions (Michigan), Inc. (“Infor”) pursuant to the Addendum to Agreement by and between Infor and Sanmina-SCI, dated April 16, 2008, providing Sanmina-SCI with the right to assign the Master Software License Agreement dated June 27, 2003 and related services to Buyer. Buyer shall reimburse Sanmina-SCI within 30 days following the receipt of an invoice or notice of payment from Sanmina-SCI.

Miscellaneous

A. Entire Agreement . This Amendment, including the Schedules and Exhibits attached hereto, constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof, and such Schedules and Exhibits amend and supersede any previous versions of such Schedules and Exhibits or any contrary language contained in the Agreement, as of the date of this Amendment.

B. Severability . If any provision of this Amendment becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this Amendment, and such court will replace such illegal, void or unenforceable provision of this Amendment with a valid and enforceable provision that will achieve, to the extent possible, the same economic, business and other purposes of the illegal, void or unenforceable provision. The balance of this Amendment shall be enforceable in accordance with its terms.

C. Counterparts . In addition, this Amendment may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

D. Further Assurances . Each party hereto agrees to execute and deliver, by the proper exercise of its corporate, limited liability company, partnership or other powers, all such other and additional instruments and documents and do all such other acts and things as may be necessary to more fully effectuate this Amendment.

Except as amended hereby, all other terms and conditions of the Agreement shall remain in full force and effect.

Very truly yours,

	SANMINA-SCI CORPORATION

	By:	/s/ David L. White

	Title: Executive Vice President and CFO

Cc: Frank Liang

[SIGNATURE PAGE TO AMENDMENT TO ASSET SALE AND PURCHASE AGREEMENT]

AGREED AND ACKNOWLEDGED:

FOXTEQ HOLDINGS INC.-CAYMAN


	By:	/s/ Max Chung
	Name: Max Chung
	Title: Officer

SANMINA-SCI USA INC.


	By:	/s/ David L. White
	Name: David L. White
	Title: CFO

SCI TECHNOLOGY, INC.


	By:	/s/ David L. White
	Name: David L. White
	Title: CFO

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


	By:	/s/ David L. White
	Name: David L. White
	Title: Authorized Signatory

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


	By:	/s/ David L. White
	Name: David L. White
	Title: Authorized Signatory

SANMINA-SCI HUNGARY ELECTRONICS MANUFACTURING L.L.C.


	By:	/s/ David L. White
	Name: David L. White
	Title: Authorized Signatory

SANMINA-SCI AUSTRALIA PTY LTD


	By:	/s/ David L. White
	Name: David L. White
	Title: Authorized Signatory

[SIGNATURE PAGE TO AMENDMENT TO ASSET SALE AND PURCHASE AGREEMENT]

Exhibit 10.72

$250,000,000

REVOLVING TRADE RECEIVABLES PURCHASE AGREEMENT

among

SANMINA-SCI MAGYARORSZÁG
ELEKTRONIKAI GYÁRTÓ KFT,

SANMINA MAGYARORSZÁG ELEKTROTECHNIKAI

RÉSZEGYSÉGGYÁRTÓ KFT,

SANMINA-SCI EMS HAUKIPUDAS OY,

SANMINA-SCI ENCLOSURE SYSTEMS OY,

SANMINA-SCI SYSTEMS SINGAPORE PTE. LTD.,

SANMINA-SCI ISRAEL MEDICAL SYSTEMS LTD.,

SANMINA-SCI SYSTEMS CANADA, INC.
and
SANMINA-SCI SYSTEMS (THAILAND), LTD.,
as Originators

SANMINA-SCI CORPORATION,
SANMINA-SCI UK LTD.,

SANMINA-SCI SYSTEMS SINGAPORE PTE. LTD.
and
SANMINA-SCI ISRAEL MEDICAL SYSTEMS LTD.,
as Servicers,

THE SEVERAL BANKS AND OTHER FINANCIAL INSTITUTIONS
OR ENTITIES FROM TIME TO TIME PARTIES HERETO
as Purchasers,

and

DEUTSCHE BANK AG, NEW YORK BRANCH,
as Administrative Agent

Dated as of June 26, 2008

DEUTSCHE BANK AG NEW YORK, as Sole Advisor, Lead Arranger and Book Manager

Table of Contents

			Page

Section 1.		DEFINITIONS	1
	1.1.	Defined Terms	1
	1.2.	Other Definitional Provisions	14

Section 2.		THE INVESTMENTS	15
	2.1.	Purchaser’s Investment Limits	15
	2.2.	Procedure for Making Purchases	15
	2.3.	Sale and Assignment	16
	2.4.	Fees	16
	2.5.	Computation and Payments; Commitment Fees	17
	2.6.	Pro Rata Treatment and Payments	17
	2.7.	Requirements of Law	18
	2.8.	Taxes	19
	2.9.	Indemnity	20
	2.10.	Replacement of Purchasers	22
	2.11.	Evidence of Purchased Interests	22

Section 3.		REPRESENTATIONS AND WARRANTIES	22
	3.1.	Financial Condition	22
	3.2.	No Change	23
	3.3.	Existence; Compliance with Law	23
	3.4.	Power; Authorization; Enforceable Obligations	23
	3.5.	No Legal Bar	24
	3.6.	Litigation	24
	3.7.	No Default	24
	3.8.	Ownership of Property; Liens	24
	3.9.	Taxes	25
	3.10.	Federal Regulations	25
	3.11.	Investment Company Act; Other Regulations	25
	3.12.	Accuracy of Information, etc	25
	3.13.	Solvency	26
	3.14.	Security Documents	26
	3.15.	Principal Place of Business	26
	3.16.	Accounting for Scheduled Receivables	26

Section 4.		CONDITIONS PRECEDENT	26
	4.1.	Conditions Precedent to Initial Purchase	26
	4.2.	Conditions Precedent to All Purchases	28

Section 5.		AFFIRMATIVE COVENANTS	29
	5.1.	Financial Statements	29
	5.2.	Payment of Obligations	30
	5.3.	Maintenance of Existence; Compliance	30
	5.4.	Maintenance of Property; Insurance	30
	5.5.	Inspection of Property; Books and Records; Discussions	31
	5.6.	Notices	31

	5.7.	Use of Proceeds	31
	5.8.	Irrevocable Payment Instructions	32
	5.9.	Ownership	32
	5.10.	Further Assurances	32
	5.11.	Offices, Records, Books of Account	32
	5.12.	Sales, Liens, Etc	33
	5.13.	Extension or Amendment of Receivables; Changes to Contract	33
	5.14.	Status of Scheduled Receivables	33
	5.15.	Account Generation and Servicing Practices	33
	5.16.	Inconsistent Instructions	33
	5.17	Designation of New Eligible Buyers and New Originators	33

Section 6.		SERVICER OBLIGATIONS	35
	6.1.	Appointment of Servicer	35
	6.2.	Duties of Servicers	36
	6.3.	Reporting Requirements	36
	6.4.	Deposit Requirements	37

Section 7.		TERMINATION EVENTS AND REMEDIES	37

Section 8.		THE ADMINISTRATIVE AGENT	39
	8.1.	Appointment	39
	8.2.	Delegation of Duties	40
	8.3.	Exculpatory Provisions	40
	8.4.	Reliance by Administrative Agent	41
	8.5.	Notice of Termination	41
	8.6.	Non-Reliance on Administrative Agent and Other Purchasers	41
	8.7.	Indemnification	42
	8.8.	Agent in Its Individual Capacity	43
	8.9.	Successor Administrative Agent	43
	8.10.	Determination Pursuant to Security Documents	44
	8.11.	Merger of the Administrative Agent	44

Section 9.		MISCELLANEOUS	44
	9.1.	Amendments and Waivers	44
	9.2.	Notices	45
	9.3.	No Waiver; Cumulative Remedies	47
	9.4.	Survival of Representations and Warranties	47
	9.5.	Payment of Expenses and Taxes	47
	9.6.	Successors and Assigns; Participations and Assignments	48
	9.7.	Adjustments; Set-off	50
	9.8.	Counterparts	51
	9.9.	Severability	51
	9.10.	Integration	51
	9.11.	Governing Law	51
	9.12.	Submission To Jurisdiction; Waivers	51
	9.13.	Waiver of Immunities	52
	9.14.	Judgment Currency	52
	9.15.	Acknowledgements	53
	9.16.	Grant of Security Interest	53
	9.17.	WAIVERS OF JURY TRIAL	53
	9.18.	Confidentiality	53

Schedules

Schedule 1.1A		Purchasers’ Investment Limits
Schedule 1.1B		Eligible Buyers, Obligor Limits and Applicable Margins
Schedule 1.1C		Collection Accounts
Schedule 1.1D		Contingent Eligible Buyers
Schedule 3.4		Consents, Authorizations, Filings and Notices
Schedule 3.14		Actions to Perfect Ownership Interests in Receivables (or Security Interests in Collateral)
Schedule 3.15		Principal Places of Business

Exhibits

Exhibit A		Form of Collateral Assignment Agreement
Exhibit B		Form of Irrevocable Payment Instructions
Exhibit C		Form of Opinion of Singapore Counsel to Sanmina Singapore
Exhibit D		Form of Opinion of Hungarian Counsel to Sanmina Hungary and to Enclosure Hungary
Exhibit E		Form of Opinion of U.S. Counsel to the Servicers and the Originators
Exhibit F		Form of Closing Certificate
Exhibit G		Form of Assignment and Acceptance
Exhibit H		Form of Collateral Account Agreement
Exhibit I		Form of Purchase Notice
Exhibit J		Form of Servicers’ Report
Exhibit K		Form of Receivables Presentation
Exhibit L		Form of Purchase Calculation Notice
Exhibit M		Form of Hungarian Receivables Transfer Agreement
Exhibit N		Form of Canadian Deed of Assignment
Exhibit O		Form of Guarantee
Exhibit P		Form of Finnish Receivables Transfer Agreement
Exhibit Q		Form of Singapore Assignment Agreement
Exhibit R		Form of Thailand Assignment Agreement

iii

REVOLVING TRADE RECEIVABLES PURCHASE AGREEMENT (this “ Agreement ”), dated as of June 26, 2008, among Sanmina-SCI Magyarország Elektronikai Gyártó Kft, a limited liability company incorporated under the laws of the Republic of Hungary (“ Sanmina Hungary ”), Sanmina Magyarország Elektrotechnikai Részegységgyártó Kft, a limited liability company incorporated under the laws of the Republic of Hungary (“ Enclosure Hungary ”), Sanmina-SCI EMS Haukupudas OY, a limited liability company incorporated under the laws of the Republic of Finland (“ Sanmina Finland ”), Sanmina-SCI Enclosure Systems OY, a limited liability company incorporated under the laws of the Republic of Finland (“ Enclosure Finland ”), Sanmina-SCI Systems Singapore Pte. Ltd, a limited liability company incorporated under the laws of Singapore (“ Sanmina Singapore ”), Sanmina-SCI Israel Medical Systems Ltd., a limited liability company incorporated under the laws of Israel (“ Sanmina Israel ”), Sanmina-SCI Systems Canada, Inc., a corporation incorporated under the laws of the Province of Nova Scotia, Canada (“ Sanmina Canada ”) and Sanmina-SCI Systems (Thailand) Ltd., a limited liability company organized and existing under the laws of the Kingdom of Thailand (“ Sanmina Thailand ”), as originators hereunder (individually, an “ Originator ” and collectively, in such capacities, the “ Originators ”), and Sanmina-SCI Corporation, a Delaware corporation (“ Sanmina-SCI ”), Sanmina-SCI UK Ltd., a company organized and existing with limited liability under the laws of England and Wales (“ Sanmina United Kingdom ”) Sanmina Israel and Sanmina Singapore as servicers hereunder (Sanmina-SCI, Sanmina United Kingdom, Sanmina Israel and Sanmina Singapore being, collectively, in such capacities, the “ Servicers ”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “ Purchasers ”) and DEUTSCHE BANK AG, NEW YORK BRANCH, as administrative agent (in such capacity, the “ Administrative Agent ”).

The parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS

1.1. Defined Terms . As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1:

“ Account Banks ”: Deutsche Bank AG, New York Branch and each other bank hereafter designated by the Servicers upon not less than 45 days’ prior written notice to the Administrative Agent, so long as each such bank has executed and delivered a deposit account control agreement and other security agreements that the Administrative Agent requires and is reasonably acceptable to the Administrative Agent.

“ Administrative Agent ”: Deutsche Bank AG, New York Branch, as the administrative agent for the Purchasers under this Agreement and the other Transaction Documents, together with any of its successors.

“ Affiliate ”: as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“ Agreement ”: as defined in the preamble hereto.

“ Applicable Margin ”: as set forth on Schedule 1.1B.

“ Applicable Percentage ”: 95%.

“ Assignee ”: as defined in Section 9.6(c).

“ Assignment and Acceptance ”: an Assignment and Acceptance, substantially in the form of Exhibit G.

“ Assignor ”: as defined in Section 9.6(c).

“ Bank of America Credit Agreement ”: the Amended and Restated Credit and Guaranty Agreement, dated as of December 16, 2005, among Sanmina-SCI, certain of its subsidiaries as guarantors, various lenders, Bank of America, N.A., as Initial Issuing Bank, Citicorp USA Inc., as Syndication Agent, Citibank, N.A., as Collateral Agent, and Bank of America, N.A., as Administrative Agent, as amended by Amendment No. 1 to Amended and Restated Credit and Guaranty Agreement, dated as of June 30, 2006, Amendment No. 2 and Waiver to Amended and Restated Credit and Guaranty Agreement, dated as of October 13, 2006, Amendment No. 3 and Waiver to Amended and Restated Credit and Guaranty Agreement, dated as of December 29, 2006, and Amendment No. 4 to Amended and Restated Credit and Guaranty Agreement, dated as of June 5, 2007.

“ Benefitted Purchaser ”: as defined in Section 9.7(a).

“ Board ”: the Board of Governors of the Federal Reserve System of the United States (or any successor).

“ Business Day ”: a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close; provided , that with respect to determinations of interest rates in connection with the Investments in Dollars, such day is also a day for trading by and between banks in Dollar deposits in London, England; provided further however, that for purposes of any determination of the Euribor Rate, such day is also a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open.

“ Canadian Receivables Transfer Agreement ”: a deed of assignment substantially in the form of Exhibit N hereto.

“ Capital Stock ”: any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing, but excluding any debt security convertible into or exchangeable for such interest.

“ Change of Control ”: means, with respect to Sanmina-SCI, at any time: (a) any “person” or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934) (i) shall have acquired beneficial ownership of 35% or more on a fully diluted basis of the

voting and/or economic interest in the Capital Stock of Sanmina-SCI; or (ii) shall have obtained the power (whether or not exercised) to elect a majority of the members of the board of directors (or similar governing body) of Sanmina-SCI; (b) during any period of 12 consecutive months, the majority of the seats (other than vacant seats) on the board of directors (or similar governing body) of Sanmina-SCI cease to be occupied by Persons who either (i) were members of the board of directors of Sanmina-SCI on June 26, 2008, or (ii) were nominated for election by the board of directors of Sanmina-SCI, a majority of whom were directors on June 26, 2008 or whose election or nomination for election was previously approved by a majority of such directors or directors elected in accordance with this clause (ii); or (c) any “change of control” or similar event under and as defined in any documentation relating to any Material Indebtedness.

“ Closing Date ”: the date of satisfaction in respect of an Originator, as notified by the Administrative Agent to the Servicers and the Purchasers, of the conditions precedent set forth in Section 4.1 hereof.

“ Collateral ”: all the collateral pledged or purported to be pledged pursuant to any of the Security Documents.

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

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

“ Collection Accounts ”: each of those accounts specified on Schedule 1.1C for the respective Originator, maintained with the Administrative Agent and such other accounts for the receipt of collections under the Collateral Account Agreement maintained with the Administrative Agent (and added to Schedule 1.1C from time to time, which shall be deemed incorporated into this Agreement) or with an Account Bank.

“ Collections ”: all collections and other proceeds received and payment of any amounts owed in respect of Scheduled Receivables, including, without limitation, purchase price, finance charges, interest and all other charges, or applied to amounts owed in respect of such Scheduled Receivables (including without limitation, insurance payments and net proceeds of the sale or other disposition of repossessed goods or other collateral or property of the applicable Obligor or any other Person directly or indirectly liable for the payment of such Scheduled Receivable and available to be applied thereon) and all other proceeds of such Scheduled Receivable.

“ Contingent Eligible Buyers ”: means the companies listed in Schedule 1.1D.

“ Contract ”: means, with respect to any Scheduled Receivable, any and all contracts, understandings, instruments, agreements, leases, invoices, notes or other writings pursuant to which such Scheduled Receivable arises or which evidences such Scheduled Receivable or under which the applicable Obligor becomes or is obligated to make payment in respect of such Scheduled Receivable.

“ Contractual Obligation ”: as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“ Control ”: the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and “ Controlling ” and “ Controlled ” shall have meanings correlative thereto.

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

“ Deferred Purchase Price ”: amounts payable to the Originators pursuant to Section 2.6(d).

“ Dilution ”: any adjustment in the outstanding principal balance of a Scheduled Receivable attributable to any credits, rebates, billing errors, sales or similar taxes, discounts, setoffs, disputes, chargebacks, returns, allowances or similar items.

“ Disposition ”: with respect to any property, any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition thereof. The terms “ Dispose ” and “ Disposed of ” shall have correlative meanings.

“ Distribution Date ”: with respect to any Purchase Date, the date or dates which shall be not later than the last day of the Yield Period for Scheduled Receivables purchased on such Purchase Date, on which the Collections on Scheduled Receivables to be purchased on such date will be distributed to the Purchasers from the applicable Collection Account.

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

“ Eligible Buyer ”: each of those entities specified on Schedule 1.1B and such additional “Eligible Buyers” as may be added from time to time in accordance with Section 5.17. Eligible Buyers currently are either the Tranche A Eligible Buyers or the Tranche B Eligible Buyers.

“ Eligible Receivables ”: on an applicable Purchase Date, any Receivable (i) which has a Scheduled Due Date and which Scheduled Due Date is not later than 60 days thereafter, (ii) which is an “account” as defined in the UCC, (iii) which is denominated and payable in Dollars in the United States, Euros in Europe or in another currency acceptable to the Administrative Agent, (iv) which, together with the related Contract, is in full force and effect and constitutes the legal, valid and binding obligation of the applicable Obligor enforceable against each such Obligor in accordance with its terms and subject to no counterclaim or other defense on the applicable Purchase Date; (v) which satisfies all applicable requirements of the Servicers’ standard customer credit policies, including that the Receivable is not delinquent or defaulted, (vi) which has a Scheduled Due Date not later than 60 days after the Facility Termination Date, (vii) which was generated in the ordinary course of the applicable Originator’s business, and (viii) in respect of which an Irrevocable Payment Instruction (including Notification as contemplated hereunder) has been given to the pertinent Eligible Buyer, in the case of Eligible Buyers (x) located in France, such notice shall have been acknowledged by the Eligible Buyer

or delivered in a manner acceptable to the Administrative Agent, or (y) to which Sanmina Thailand has made sales, such notice shall have been acknowledged in form and substance satisfactory to the Administrative Agent.

“ Enclosure Finland Collection Accounts ”: as defined in the Collateral Account Agreement.

“ Enclosure Hungary Collection Accounts ”: as defined in the Collateral Account Agreement.

“ Euribor Rate ”: with respect to each day during each Yield Period for Investments in Euros, the rate per annum determined on the basis of the overnight offered rate for deposits in Euros of Deutsche Bank AG, Frankfurt head office to prime banks in the Euro-zone interbank markets, as of 11:00 A.M., Brussels time, on each such day, and in a principal amount not less than the equivalent of US$1 million in Euros that is representative of a single transaction in Euros in that market at that time.

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

“ Euro-zone ”: the region comprising member states of the European Union that have adopted the single currency in accordance with the relevant Treaty of the European Union, as amended.

“ Facility Termination Date ” means the earlier of (i) June 26, 2010, and (ii) the date on which the Administrative Agent delivers to the Servicers a notice of termination as a result of a Termination Event in accordance herewith (or the date on which such termination becomes effective automatically pursuant to Section 7).

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

“ Finnish Receivables Transfer Agreement ”: a transfer agreement substantially in the form of Exhibit P hereto.

“ Funding Office ”: the first office of the Administrative Agent specified in Section 9.2 or such other office as may be specified from time to time by the Administrative Agent as its funding office by written notice to the Servicers and the Purchasers.

“ GAAP ”: the generally accepted accounting principles of the applicable jurisdiction.

“ Goods ”: electronic parts, assemblies and other manufactured products produced by Sanmina-SCI or its Subsidiaries.

“ Governmental Authority ”: any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization.

“ Group Members ”: the collective reference to Sanmina-SCI and its consolidated Subsidiaries. “ Group Member ” shall refer to any of such Group Members.

“ Guarantee ”: the guarantee of the Guarantor substantially in the form of Exhibit P hereto.

“ Guarantee Obligation ”: as to any Person (the “ guaranteeing person ”), any obligation of (a) the guaranteeing person or (b) another Person (including, without limitation, any bank under any letter of credit) to induce the creation of which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “ primary obligations ”) of any other third Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided , however , that the term “Guarantee Obligation” shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the relevant Originator in good faith.

“ Guarantor ”: Sanmina-SCI in its capacity as guarantor under the Guarantee.

“ Hedge Agreements ”: all interest rate swaps, caps or collar agreements or similar arrangements dealing with interest rates or currency exchange rates or the exchange of nominal interest obligations, either generally or under specific contingencies.

“ Hungarian Receivables Transfer Agreement ”: a transfer agreement substantially in the form of Exhibit M hereto.

“ Hungary ”: the Republic of Hungary and any governmental subdivision thereof.

“ Incipient Termination Event ”: any event which, with the giving of notice, the lapse of time, or both, would become a Termination Event.

“ Increase Effective Date ”: as defined in Section 5.17(c).

“ Indebtedness ”: of any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of such Person for the deferred purchase price of property or services (other than current trade payables incurred in the ordinary course of such Person’s business), (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or Purchaser under such agreement in the event of default are limited to repossession or sale of such property), (e) all capital lease obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as an account party or applicant under or in respect of acceptances, letters of credit, surety bonds or similar arrangements, (g) the liquidation value of all redeemable preferred Capital Stock of such Person, (h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (g) above, (i) all obligations of the kind referred to in clauses (a) through (h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien on property (including, without limitation, accounts and contract rights) owned by such Person, whether or not such Person has assumed or become liable for the payment of such obligation, and (j) for the purposes of Section 7(e) only, all obligations of such Person in respect of Hedge Agreements. The Indebtedness of any Person shall include the Indebtedness of any other entity (including, without limitation, any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of a direct statutory or contractual provision; provided that in no event shall the term “Indebtedness” include (x) any indebtedness or other obligations under any overdraft or cash management facility; provided, further that such indebtedness or other obligations are incurred in the ordinary course of business, and are repaid in full no later than the Business Day immediately following the date on which they were incurred, or (y) any trade payable incurred in the ordinary course or (z) any operating lease.

“ Indemnified Amounts ” any and all claims, damages, costs, expenses, losses and liabilities (including all reasonable fees and other charges of any law firm or other external counsel).

“ Indemnified Person ”: the Lead Arranger, the Administrative Agent, the Purchasers and their respective Affiliates, together with their respective officers, directors, employees, advisors, agents, successors, transferees and assigns and controlling persons.

“ Indemnified Taxes ”: as defined in Section 2.8(a).

“ Initial Purchase Price ”: means, in respect of Scheduled Receivables of an Eligible Buyer that are the object of a purchase hereunder, the Applicable Percentage of the invoice/face amount of such Scheduled Receivables as set out in the relevant Purchase Notice.

“ Insolvency Proceeding ”: (a) any case, action or proceeding before any court of any Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (b) any general assignment for the benefit of creditors, composition, marshalling of assets for creditors, or other similar arrangement in respect of its creditors generally or any substantial portion of its creditors; and, in the case of clause (a) or (b), undertaken under U.S. Federal, state or foreign law, including the U.S. Federal Bankruptcy Code.

“ Investment ”: the amount to be paid by the Purchasers for the account of the Originators with respect to a Purchased Interest, which will be equal to the Applicable Percentage of the invoice/face amount of the corresponding Eligible Receivable plus the Deferred Purchase Price therefor.

“ Irrevocable Payment Instruction ”: each Irrevocable Payment Instruction, substantially in the form of Exhibit B, included by the applicable Originator in the relevant invoice to an Eligible Buyer in respect of Receivables or in such other form as is acceptable to the Administrative Agent, providing for payment of such Receivables to a Collection Account. The Irrevocable Payment Instructions provided by Sanmina Canada and Sanmina Israel in respect of Scheduled Receivables to be acquired on any Purchase Date shall include the form of the Notification contained in the Irrevocable Payment Instruction.

“ Lead Arranger ”: Deutsche Bank AG New York.

“ LIBOR Rate ”: with respect to each day during each Yield Period for Investments in Dollars, the rate that appears on the Telerate British Bankers Assoc. Interest Settlement Rates Page (the display designated as Page 3750 on the Telerate System Incorporated Service or such other page as may replace such page on such service for the purpose of displaying the rates at which Dollar deposits are offered by leading banks in the London interbank deposit market), as determined by the Administrative Agent, based in each case on the overnight rate at approximately 11:00 a.m. London, England time on such day of determination. If any date of determination hereunder is not a Business Day in London, England, the applicable LIBOR Rate shall be the rate determined for the next preceding Business Day in London, England.

“ Lien ”: any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement and any capital lease having substantially the same economic effect as any of the foregoing).

“ Material Adverse Effect ”: a material adverse effect on (a) the Purchased Interests, (b) the business, assets, property, operations or condition (financial or otherwise) of Sanmina-SCI, the Originators and their Subsidiaries, taken as a whole, or (c) the validity or enforceability of any of the Transaction Documents or the rights and remedies of the Administrative Agent or the Purchasers thereunder.

“ Material Indebtedness ”: any Indebtedness or obligations in respect of one or more Hedge Agreements of Sanmina-SCI evidencing an aggregate outstanding principal amount exceeding $10.0 million. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of Sanmina-SCI in respect of any Hedge Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that Sanmina-SCI would be required to pay if such Hedge Agreement were terminated at such time.

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

“ New Originator ”: as defined in Section 5.17.

“ Notification ”: the notification comprising an exhibit to the Hungarian Receivables Transfer Agreement, the Finnish Receivables Transfer Agreement, the Singapore Assignment Agreement and the Thailand Assignment Agreement, to be delivered in respect of each sale of Scheduled Receivables, to each Eligible Buyer and comprising a part of the Irrevocable Payment Instruction, in the case of each other Originator.

“ Obligations ”: all amounts payable as indemnity hereunder and all other obligations and liabilities of the Originators and the Servicers to the Administrative Agent or to any Purchaser, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Transaction Document or any other document made, delivered or given in connection herewith or therewith, whether on account of interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all reasonable fees, charges and disbursements of counsel to the Administrative Agent or to any Purchaser that are required to be paid by the Originators pursuant hereto) or otherwise.

“ Obligor ”: with respect to any Receivable, the Eligible Buyer obligated to make payments with respect to such Receivable and any guarantor of such Eligible Buyer’s obligations.

“ Obligor Adverse Change ”: with respect to any Eligible Buyer, any event or circumstance (when taken alone or together with any previous event or circumstance) which, in the good faith opinion of the Administrative Agent, represents an adverse change in the financial condition, assets or business of such Eligible Buyer that could be reasonably expected to affect materially and adversely the ability of such Eligible Buyer to perform its obligations under the Receivables of such Eligible Buyer or otherwise adversely affects the creditworthiness of such Eligible Buyer, based on the Administrative Agent’s internal credit rating criteria.

“ Obligor Limits ”: the specified limit on the aggregate stated net amount payable (net of credit memos) of Scheduled Receivables of any Eligible Buyer that may be outstanding at any time hereunder, as set forth on Schedule 1.1B. The Obligor Limits in respect of any Eligible Buyer are subject to reduction or cancellation by the Administrative Agent in the event of an Obligor Adverse Change, any such reduction or cancellation to be notified by the Administrative Agent to the Servicers promptly in writing (it being understood that any such reduction or cancellation shall not apply to Scheduled Receivables that have been purchased prior to the date of such reduction or cancellation).

“ Organizational Documents ”: with respect to any Person, its charter and by-laws, or other organizational or governing documents, and, in each case, any stockholder or similar agreements between and among the holders of ownership interests in such Person.

“ Originators ”: as defined in the preamble hereto.

“ Other Taxes ”: any and all present or future value added taxes (VAT), stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Transaction Document.

“ Participant ”: as defined in Section 9.6(b).

“ Payment Account ”: as defined in Section 2.6(b).

“ Person ”: an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“ Purchase Calculation Notice ”: a notice delivered by the Administrative Agent to the Purchasers with a copy to the Servicers to the effect required by Section 2.2 and substantially in the form of Exhibit L hereto.

“ Purchase Date ”: each date prior to the Facility Termination Date on which the Originators propose to sell to the Purchasers ownership interests in the Scheduled Receivables identified in the related Purchase Notice.

“ Purchased Interest ”: at any time the undivided ownership interest of the Purchasers acquired pursuant to this Agreement from the Originators in the Scheduled Receivables reflected in the applicable Purchase Notice, Collections with respect to such Receivables and proceeds of, and amounts received or receivable under any or all of the foregoing; provided, however , that the Purchased Interest shall never be more than the outstanding balance of the related Scheduled Receivables as of the date the related Purchase Notice is sent to the Administrative Agent.

“ Purchase Notice ”: a notice delivered by the Servicers to the Administrative Agent in respect of a prospective sale of Scheduled Receivables, substantially in the form of Exhibit I hereto.

“ Purchase Rate ”: for each day during the applicable Yield Period, a rate per annum equal to the LIBOR Rate or the Euribor Rate, as the case may be, plus the Applicable Margin.

“ Purchaser Affiliate ”: (a) any Affiliate of any Purchaser, and (b) any Person that is administered or managed by any Purchaser and that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business.

“ Purchasers ”: as defined in the preamble hereto.

“ Purchaser’s Investment Limit ”: as to any Purchaser, the obligation of such Purchaser, if any, to make an Investment in Tranche A Receivables or Tranche B Receivables, or some or all of such Tranches, in an amount not to exceed the amount for such Tranche set forth under the heading “Purchaser’s Investment Limit” opposite such Purchaser’s name on Schedule 1.1A hereto. As of the date hereof, the aggregate amount of the Purchasers’ Investment Limits in Tranche A Receivables is $41,000,000 and the aggregate amount of the Purchaser’s Investment Limits in Tranche B Receivables is $0. The Purchasers’ Investment Limits shall be increased following the addition of a Contingent Eligible Buyer as an Eligible Buyer in accordance with the procedures established in Section 5.17; provided, however, that in no event shall the aggregate amount of the Purchaser’s Investment Limits exceed $250,000,000.

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

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

“ Receivable ”: an account receivable in Dollars or Euros created by the sale of Goods by an Originator to an Eligible Buyer.

“ Receivables Presentation ”: a presentation by the Servicers to the Administrative Agent substantially in the form of Exhibit K hereto.

“ Receivables Transfer Agreements ”: means each of the Hungarian Receivables Transfer Agreements, the Canadian Receivables Transfer Agreements, the Finnish Receivables Transfer Agreements, the Singapore Assignment Agreement, the Thailand Assignment Agreement, or all of them collectively.

“ Register ”: as defined in Section 9.6(d).

“ Regulation U ”: Regulation U of the Board as in effect from time to time.

“ Regulation X ”: Regulation X of the Board as in effect from time to time.

“ Required Purchasers ”: at any time, the holders of more than 50% of (a) until the initial Purchase Date, the Purchaser’s Investment Limits, as the case may be, then in effect and (b) thereafter, the sum of the aggregate unpaid principal amount of the Investments then outstanding.

“ Required Tranche Purchasers ”: at any time, the holders of more than 50% of (a) in the case of the Tranche A Purchasers, the sum of the aggregate unpaid principal amount of Investments in Tranche A Receivables then outstanding, or (b) in the case of the Tranche B Purchasers, until the initial Purchase Date of Tranche B Receivables, the Tranche B Purchaser’s Investment Limits then in effect and thereafter, the sum of the aggregate unpaid principal amount of Investments in Tranche B Receivables then outstanding.

“ Requirement of Law ”: as to any Person, any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“ Responsible Officer ”: as to any Person, the chief executive officer, president, chief financial officer, vice president, treasurer, or any other duly authorized officer or attorney-in-fact of such Person, but in any event, with respect to financial matters, the chief financial officer of such Person.

“ Sanmina Canada Collection Accounts ”: as defined in Schedule 1.1C.

“ Sanmina Facility ”: as defined in Section 6.5.

“ Sanmina Finland Collection Accounts ”: as defined in Schedule 1.1C.

“ Sanmina Hungary Collection Accounts ”: as defined in the Schedule 1.1C.

“ Sanmina Israel Collection Accounts ”: as defined in the Schedule 1.1C.

“ Sanmina Reports ”: as defined in Section 3.12.

“ Sanmina Singapore Collection Accounts ”: as defined in the Schedule 1.1C.

“ Sanmina Thailand Collection Accounts ”: as defined in the Schedule 1.1C.

“ Scheduled Due Date ”: the date on which a Scheduled Receivable becomes due and payable in accordance with the related Contract and draft or invoice therefor.

“ Scheduled Receivable ”: the Eligible Receivables, the outstanding balances of which are reflected in the applicable Purchase Notice and subsequently purchased pursuant to Section 2.2.

“ SEC ”: the United States Securities and Exchange Commission.

“ Secured Parties ”: as defined in Section 4.4 of the Collateral Assignment Agreement.

“ Security Documents ”: the Collateral Assignment Agreement, the Collateral Account Agreement, each Receivables Transfer Agreement and all other security documents hereafter delivered to the Administrative Agent granting a Lien on or ownership interest in any property of any Person to secure the Obligations of any Originator under any Transaction Document.

“ Servicers ”: the meaning set forth in the preamble to this Agreement.

“ Singapore Assignment Agreement ”: an assignment agreement substantially in the form of Exhibit Q hereto.

“ Solvent ”: when used with respect to any Person, means that, as of any date of determination, (a) the amount of the “present fair saleable value” of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise,” as of such date, as such quoted terms are determined in accordance with applicable U.S. federal bankruptcy laws governing determinations of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person will be able to pay its debts as they mature. For purposes of this definition, (i) “debt” means liability on a “claim,” and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if

such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured.

“ Subsidiary ”: as to any Person, an entity of which more than 50% of the ordinary voting Capital Stock are owned by such Person, or the management of which is otherwise Controlled, directly or indirectly, by such Person acting alone.

“ Termination Event ”: any of the events specified in Section 7, provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied.

“ Thailand Assignment Agreement ”: an assignment agreement substantially in the form of Exhibit S hereto.

“ Tranche ”: Tranche A or Tranche B or any additional tranche(s), if any, relating to New Eligible Buyers, as the case may be, comprising the obligation of the applicable Purchasers to acquire Tranche A Receivables, Tranche B Receivables or Receivables of such New Eligible Buyers, as the context may require, and the related rights in respect of such Receivables.

“ Tranche A Collateral ”: as defined in Section 2.(a)(i) of the Collateral Assignment Agreement.

“ Tranche A Collections ”: Collections in respect of Tranche A Receivables.

“ Tranche A Collection Accounts ”: as defined in Section 2.1 of the Collateral Account Agreement.

“ Tranche A Commitment Fee ”: as defined in Section 2.5(c).

“ Tranche A Eligible Buyer ”: as defined in Schedule 1.1B.

“ Tranche A Obligations ”: Obligations owed to a Tranche A Purchaser.

“ Tranche A Purchaser ”: a Purchaser that has a Purchaser’s Investment Limit for Tranche A Receivables.

“ Tranche A Purchaser’s Investment Limit ”: the Purchaser’s Investment Limit of a Tranche A Purchaser.

“ Tranche A Purchaser’s Investment Percentage ”: the Purchaser’s Investment Percentage of a Tranche A Purchaser.

“ Tranche A Receivable ”: a Scheduled Receivable arising from a sale of Goods to the Tranche A Eligible Buyers.

“ Tranche B Collateral ”: as defined in Section 2(b)(i) of the Collateral Assignment Agreement.

“ Tranche B Collections ”: Collections in respect of Tranche B Receivables.

“ Tranche B Collection Account ”: as defined in Section 2.1 of the Collateral Account Agreement.

“ Tranche B Commitment Fee ”: as defined in Section 2.5(c).

“ Tranche B Eligible Buyer ”: as defined in Schedule 1.1B.

“ Tranche B Obligations ”: Obligations owed to a Tranche B Purchaser.

“ Tranche B Purchaser ”: a Purchaser that has a Purchaser’s Investment Limit for Tranche B Receivables.

“ Tranche B Purchaser’s Investment Limit ”: the Purchaser’s Investment Limit of a Tranche B Purchaser.

“ Tranche B Purchaser’s Investment Percentage ”: the Purchaser’s Investment Percentage of a Tranche B Purchaser.

“ Tranche B Receivable ”: a Scheduled Receivable arising from a sale of Goods to the Tranche B Eligible Buyer.

“ Transaction Documents ”: this Agreement, the Guarantee and the Security Documents.

“ Transferee ”: any Assignee or Participant.

“ Uniform Commercial Code ” or “ UCC ”: the Uniform Commercial Code as in effect from time to time in the State of New York.

“ UCC Financing Statement ”: a financing statement on Form UCC-1 (or Form UCC-3) in the form required under the applicable UCC to perfect a security interest in Collateral or an ownership interest in Receivables, in each case that is perfected by filing.

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

“ United States ”: the United States of America.

“ Yield Period ”: as to any Investment, the period commencing on (and including) the Purchase Date and ending on but excluding the date 90 days after the applicable Purchase Date. The final Yield Period shall end 90 days after the Facility Termination Date.

1.2. Other Definitional Provisions . (a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the other Transaction Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(b) As used herein and in the other Transaction Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i) accounting terms relating to any Originator or Servicer not defined in Section 1.1 and accounting terms partly

defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP in the jurisdiction of the respective Originator or Servicer, as the case may be, (ii) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (iii) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including, without limitation, cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights and (iv) references to agreements or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual Obligations as amended, supplemented, restated or otherwise modified from time to time.

(c) The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified.

(d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

SECTION 2. THE INVESTMENTS

2.1. Purchaser’s Investment Limits . Subject to the terms and conditions hereof, each Purchaser severally agrees to purchase from time to time from the Originators on a revolving basis, without recourse (except as expressly provided herein) ownership interests (i) in the case of a Tranche A Purchaser, equal to its Tranche A Purchaser’s Investment Percentage of all Tranche A Receivables in an amount not to exceed at any time outstanding the amount of its Tranche A Purchaser’s Investment Limit for and, together with other Tranche A Purchasers, an amount not to exceed at any time outstanding the Obligor Limit for each Tranche A Eligible Buyer, and (ii) in the case of the Tranche B Purchaser, equal to its Tranche B Purchaser’s Investment Percentage of all Tranche B Receivables in an amount not to exceed at any time outstanding the amount of its Investment Limit for Tranche B Receivables and, together with other Tranche B Purchasers, an amount not to exceed at any time outstanding the Obligor Limit for each Tranche B Eligible Buyer. The Purchasers’ Investment Limits shall be reduced to zero and cancelled on the Facility Termination Date. The Originators (acting through the Servicers) may reduce the Purchasers’ Investment Limits on a pro rata basis on any Purchase Date without penalty on 30 days’ prior written notice to the Administrative Agent.

2.2. Procedure for Making Purchases . Each purchase of a Scheduled Receivable hereunder shall be made as follows: The Servicers shall give the Administrative Agent an irrevocable Purchase Notice (which Purchase Notice must be received by the Administrative Agent prior to 2:00 p.m., New York City time, not less than one Business Day prior to the anticipated Purchase Date in the case of purchases in Dollars and not less than two Business Days prior to the anticipated Purchase Date in the case of purchases in Euros) requesting that the applicable Purchasers make the Investments in an amount not less than $20,000,000 or its equivalent in Euros (or, with the consent of all Purchasers, in an amount less than $20,000,000 or its equivalent in Euros) and related Receivables Presentation and specifying, for each Originator for such Purchase Date, (A) the aggregate amount, and currency, of the Scheduled Receivables, (B) the anticipated Purchase Date (which must be a Business Day), (C)

the related Scheduled Due Dates, (D) the proposed amount of the Investment, and (E) transmitting a schedule of the Scheduled Receivables substantially in the form of Exhibit K, identifying the outstanding amount and Scheduled Due Date of such Receivables and the other information required by the form of Receivables Presentation. None of such Scheduled Receivables shall have been the subject of a prior Purchase Notice unless such Scheduled Receivable has been repurchased by the relevant Originator and rebilled to an Eligible Buyer (for the avoidance of doubt, it is agreed that such schedule may be transmitted to the Administrative Agent by e-mail). The Dollar equivalent of any Scheduled Receivable denominated in Euros shall be determined for purposes of the Purchase Notice by the Administrative Agent at the spot rate of exchange of Deutsche Bank AG at 11:00 a.m. (New York time) on the date of the Purchase Notice. The Euro equivalent of any Obligor Limit or of the Purchaser’s Investment Limits shall be determined on any date of determination by the Administrative Agent at the spot rate of exchange of Deutsche Bank AG at 11: 00 a.m. (New York time) on such date of determination. Upon receipt of such notice, the Administrative Agent shall promptly notify each Purchaser thereof. Not later than 3:00 p.m. (New York time) on the Business Day preceding the related Purchase Date, the Administrative Agent shall send to each Purchaser a notice substantially in the form of Exhibit L (the “ Purchase Calculation Notice ”) setting forth a calculation of the related Purchased Interest. The aggregate outstanding Investments for a Tranche shall not exceed the Purchasers’ aggregate Investment Limit for such Tranche. Any Indemnified Amount then due and payable hereunder shall be notified to the Servicers, which may either pay such Indemnified Amount or authorize the Administrative Agent to deduct such amount from the amount of the Investment to be made on such Purchase Date, and the Originators hereby so authorize such deduction, and the amount thereof shall be accounted for in the Purchase Calculation Notice. Not later than 12:00 Noon, New York City time, on the relevant Purchase Date, each Purchaser with a Purchaser’s Investment Limit for such Tranche of Receivables shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds in Dollars equal to the Purchaser’s Investment Percentage of the relevant Investment by credit to the Administrative Agent’s purchase account. The Administrative Agent shall, upon satisfaction of the conditions precedent to such purchase, credit the account of the Servicers on the books of such office of the Administrative Agent with the aggregate of the amounts of the Investment made available to the Administrative Agent by the Purchasers in immediately available funds.

2.3. Sale and Assignment . On each Purchase Date, effective upon the payment contemplated by Section 2.2 and (i) the giving of the Notification, in each case in respect of the Scheduled Receivables being sold on such Purchase Date and (ii) in the case of Sanmina Hungary, Enclosure Hungary, Sanmina Finland, Enclosure Finland, Sanmina Canada, Sanmina Singapore and Sanmina Thailand, upon the execution and delivery of the respective Receivables Transfer Agreement in respect of the Scheduled Receivables being sold on such Purchase Date and of the Notification to the applicable Eligible Buyer thereunder, each Originator hereby sells and assigns to the relevant Purchasers the Purchased Interest in each Scheduled Receivable reflected in the applicable Purchase Notice.

2.4. Fees . The Originators jointly and severally agree to pay to the Administrative Agent and the Lead Arranger the fees in the amounts and on the dates previously agreed to in accordance with the Fee Letter among the Originators and the Lead Arranger dated June 23, 2008 (the “ Fee Letter ”).

2.5. Computation and Payments; Commitment Fees . (a) Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed.

(b) The Administrative Agent shall, at the request of the Servicers, deliver to the Servicers a statement showing the quotations used by the Administrative Agent in determining any interest rate.

(c) The Originators jointly and severally agree to pay to the Administrative Agent for the period from and including the date hereof through the Facility Termination Date (1) for the ratable benefit of the Tranche A Purchasers, a non-refundable fee (the “ Tranche A Commitment Fee ”) equal to 0.25% per annum on the excess of (i) the Tranche A Purchasers’ Investment Limits over (ii) the outstanding amount of the Investments in Tranche A Receivables on each day during each calendar month; (2) for the ratable benefit of the Tranche B Purchasers, a non-refundable fee (the “ Tranche B Commitment Fee ”) equal to 0.75% per annum on the excess of (i) the Tranche B Purchasers’ Investment Limits over (ii) the outstanding amount of the Investments in Tranche B Receivables on each day during each calendar month. The Tranche A Commitment Fee and the Tranche B Commitment Fee shall be calculated on a daily basis, invoiced on the third Business Day, and payable in arrears on the fifth Business Day, of each fiscal quarter-end of Sanmina occurring after the Initial Purchase Date, and on the Facility Termination Date. In the event of cancellation of all or a portion of the Purchaser’s Investment Limits prior to the Facility Termination Date, the Originators jointly and severally agree to pay to the Administrative Agent for the ratable benefit of the affected Purchasers a commitment fee on such basis for the period from the cancellation through the Facility Termination Date.

2.6. Pro Rata Treatment and Payments . (a) Each purchase by the Purchasers hereunder and each payment on account of any

or Purchased Interest shall be made pro rata according to the respective Purchasers’ Investment Percentages for the relevant Tranche.

(b) All payments (including deposits) to be made by the Servicers and the Originators hereunder shall be made without setoff or counterclaim and shall be made prior to 12:00 Noon, New York City time, on the due date thereof to the Administrative Agent, for the account of the relevant Purchasers, in Dollars and in immediately available funds to such account as the Administrative Agent shall specify by written notice to the Servicers and the Originators (the “ Payment Account ”), and, unless and until otherwise specified, all such payments shall be payable to the Administrative Agent, for the account of such Purchasers, at the Funding Office. The Administrative Agent shall distribute such payments to the relevant Purchasers promptly upon receipt in like funds as received. If any payment or deposit hereunder becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day. In the case of any extension of any payment pursuant to the preceding sentence, interest thereon shall be payable at the then applicable rate during such extension. The Servicers and the Originators shall pay to the Administrative Agent, for the benefit of the affected Purchasers, upon demand, interest on all amounts not paid or deposited when due at a rate per annum equal to 2% in excess of the LIBOR Rate or the Euribor Rate, as the case may be, for each such day such payment is overdue.

(c) Each Purchased Interest hereunder shall bear interest at the Purchase Rate in effect for each day during the applicable Yield Period in respect of it until paid in full. The Originators, jointly and severally, agree to pay interest on Scheduled Receivables purchased, from the relevant Purchase Date until payment in full of such Scheduled Receivables to the relevant Purchasers, in each case to be applied to the interest accruing on the Scheduled Receivables purchased hereunder during the relevant Yield Period, at the Purchase Rate. Such interest so accrued will be billed by the Administrative Agent to the Servicers on the 3 ^rd Business Day of each fiscal quarter occurring after the initial Purchase Date and due and payable upon receipt of such bill.

(d) On each Distribution Date after a Purchase that the Purchased Interest for Scheduled Receivables that were the object of such Purchase has been reduced to zero, after giving effect to the application of funds on such date in the Collection Accounts, the Purchasers shall pay to the Servicer’s Account, for the benefit of the relevant Originators, as additional consideration for the Purchase of the relevant Scheduled Receivables, the amount, if any, by which the Collections for such Scheduled Receivables transferred to the Collection Accounts on such date exceed the Purchased Interest, after giving effect to the application of funds on such date in the Payment Account (such payment being the “ Deferred Purchase Price ”).

2.7. Requirements of Law . (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Purchaser with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof:

(i) shall subject any Purchaser to any tax of any kind whatsoever with respect to this Agreement or any purchase made by it, or change the basis of taxation of payments to such Purchaser in respect thereof (except for Indemnified Taxes covered by Section 2.8 and changes in the rate of tax on the overall net income of such Purchaser);

(ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Purchaser; or

(iii) shall impose on such Purchaser any other condition;

and the result of any of the foregoing is to increase the cost to such Purchaser, by an amount that such Purchaser deems to be material, of making or maintaining its purchase, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Originators shall pay such Purchaser, not later than 20 Business Days after its demand (which demand shall specify in reasonable detail the basis and calculation of the amounts claimed), any additional amounts necessary to compensate such Purchaser for such increased cost or reduced amount receivable. If any Purchaser becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Administrative Agent (with a copy to the Servicers) of the event by reason of which it has become so entitled.

(b) If any Purchaser shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Purchaser or any corporation controlling such Purchaser with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Purchaser’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Purchaser or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Purchaser’s or such corporation’s policies with respect to capital adequacy) by an amount reasonably deemed by such Purchaser to be material, then from time to time, after submission by such Purchaser to the Servicers (with a copy to the Administrative Agent) of a written request therefor (which request shall specify in reasonable detail the basis and calculation of the amount claimed), the Servicers shall pay to such Purchaser such additional amount or amounts as will compensate such Purchaser or such corporation for such reduction.

(c) A certificate as to any additional amounts payable pursuant to this Section 2.7 submitted by any Purchaser to the Servicers (with a copy to the Administrative Agent and the Collateral Agent) shall be conclusive in the absence of manifest error. The obligations of the Servicers pursuant to this Section 2.7 shall survive the termination of this Agreement and the payment of the Scheduled Receivables and all other amounts payable hereunder.

2.8. Taxes . (a) All payments and deposits made by the Servicers or the other Originators under this Agreement or any other Transaction Document, and any amount of interest, shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding (i) net income taxes and franchise taxes (imposed in lieu of net income taxes), and (ii) taxes imposed on the Administrative Agent or any Purchaser as a result of a present or former connection between the Administrative Agent or such Purchaser and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent or such Purchaser having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Transaction Document) (such taxes, levies, imposts, duties, charges, fees, deductions and withholdings not described in items (i) or (ii) of this Section 2.8(a), the “ Indemnified Taxes ”). If any such Indemnified Taxes or Other Taxes are required to be withheld from any amounts payable to (or deposited for the benefit of) the Administrative Agent or any Purchaser hereunder, or on any amount of interest, the amounts so payable to (or deposited for the benefit of) the Administrative Agent or such Purchaser, or such amount of interest, shall be increased to the extent necessary to yield to the Administrative Agent or such Purchaser (after payment of all Indemnified Taxes and Other Taxes imposed on or attributable to amounts payable under this Section) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement.

(b) In addition, the Servicers and the Originators shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) Whenever any Indemnified Taxes or Other Taxes are payable by the Servicers or the Originators, as promptly as possible thereafter the relevant Originator or the

Servicers, as the case may be, shall send to the Administrative Agent for its own account or for the account of the relevant Purchaser, as the case may be, a certified copy of an original official receipt received by the relevant Originator or the Servicers, as the case may be, showing payment thereof. If any Originator fails to pay any Indemnified Taxes or Other Taxes when due to the appropriate taxing authority, such Originator shall indemnify the Administrative Agent and the Purchaser within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified or Other Taxes imposed or asserted on or attributable to amounts payable under this section) paid by the Administrative Agent or Purchaser and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Servicers by a Purchaser or by the Administrative Agent on its own behalf or on behalf of a Purchaser shall be conclusive absent manifest error. In addition, if the Servicers or an Originator, as the case may be, fails to remit to the Administrative Agent the required receipts or other required documentary evidence, the Servicers and the Originators, jointly and severally, shall indemnify the Administrative Agent and the Purchasers for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Purchaser as a result of any such failure.

(d) Each Purchaser severally agrees, in the case of any Originator or New Originator, to furnish upon the reasonable request of such Originator or New Originator such official forms as are prescribed by applicable law, and additional documents required to be attached thereto, as may be required to evidence its entitlement to an otherwise available exemption from or reduction of withholding taxes, including under any applicable income tax treaty.

(e) The agreements in this Section 2.8 shall survive the termination of this Agreement and the payment of all amounts payable hereunder.

2.9. Indemnity . (a) Without limiting any other rights that the Administrative Agent or the Purchasers may have hereunder or under applicable law, the Originators hereby agree to indemnify each of the Indemnified Persons on demand from and against any and all Indemnified Amounts relating to or resulting from any of the following: (i) the failure of any information provided to the Administrative Agent with respect to Scheduled Receivables to be true and correct in all material respects; (ii) the failure of any representation or warranty or statement made or deemed made by any Originator under or in connection with this Agreement to have been true and correct in all respects when made; (iii) the failure by the Originators to comply with any applicable law, rule or regulation with regard to any Scheduled Receivable, the related Contract, or the failure of any Scheduled Receivable or the related Contract to conform to any applicable law, rule or regulation; (iv) the failure to vest in the Administrative Agent for the benefit of the Purchasers a valid and enforceable first priority perfected ownership interest, to the extent of the related Purchased Interest, in the Scheduled Receivables, free and clear of any Lien or other adverse claim; (v) any dispute, claim, counterclaim or defense of an Eligible Buyer to the payment of any Scheduled Receivable (including a defense based on such Scheduled Receivable or the related Contract not being a legal, valid and binding obligation of such Obligor enforceable against it in accordance with its terms), any Dilution or other adjustment with respect to a Scheduled Receivable or any claim resulting from the sale of the goods or services related to such Scheduled Receivable or any other transaction with such Obligor or the

furnishing or failure to furnish such goods or services or relating to collection activities with respect to such Scheduled Receivables or any tax deducted from the payment of a Scheduled Receivable by the Obligor thereon; (vi) any failure of the Originators to perform their duties or obligations in accordance with the terms of this Agreement (including, without limitation, failure to make any payment or deposit when due hereunder), or to perform their duties or obligations (if any) under any Contract; (vii) any breach of warranty, products liability or other claim investigation, litigation or proceeding arising out of or in connection with goods or services which are the subject of any Scheduled Receivables; (viii) the commingling of Collections of Scheduled Receivables at any time with other funds; (ix) any investigation, litigation or proceeding related to this Agreement or the use of proceeds of purchases or the ownership of the related Purchased Interest or in respect of any Scheduled Receivable or any related Specified Asset in respect thereof; (x) the occurrence of any Termination Event; (xi) in the event any Purchased Interest is greater than 0.95 times the related Scheduled Receivables; (xii) the failure of any Scheduled Receivables to be Eligible Receivables; (xiii) the failure of any Originator to complete the sale and delivery of the goods (or the performance of the services, if any) which are the subject of any Scheduled Receivables; (xiv) subject to Section 2.9(b), any Defaulted Receivable; (xv) any shortfall resulting from the collection of a Scheduled Receivable in a currency other than Dollars or Euros upon conversion thereof to Dollars or Euros, as the case may be, and deposit into the Collection Accounts, as contemplated by the Collateral Account Agreement; (xvi) any action or inaction of the Originators or the Servicers which impairs the interest of the Administrative Agent or any Purchaser in any Scheduled Receivables; or (xvii) any failure to pay accrued interest hereunder when and as due. If and to the extent the Administrative Agent or any Purchaser shall be required for any reason to pay over to an Originator or an Obligor (or any trustee, receiver, custodian or similar official in any insolvency proceeding) any amount received by such Person hereunder, such amount shall be deemed not to have been so received and the Administrative Agent shall have a claim against the Originators to the extent provided herein. All Indemnified Amounts hereunder shall be due and payable on the date that is 20 days from the demand made therefor to the Payment Account of the Administrative Agent. Any Scheduled Receivable in respect of which an Indemnified Amount is paid pursuant to Sections 2.9(a)(iv), (xii), (xiii) or (xiv) shall be deemed paid in full upon payment of the applicable Indemnified Amount and upon such payment the affected Originator shall be deemed to have repurchased any such Scheduled Receivable. To the extent such payments are in lieu of payment with respect to the Scheduled Receivables, such payments shall be paid to the Administrative Agent for disbursement under the Collateral Account Agreement.

(b) Notwithstanding Section 2.9(a), the Originators shall not be obligated to indemnify any Indemnified Person at any time for (w) amounts unpaid, paid over or repaid to any Person with respect to any Receivable as a result of the applicable Obligor being a debtor in an Insolvency Proceeding commenced as of or prior to the Scheduled Due Date for such Receivable, it being further understood and agreed that this clause shall not limit the Originators’ obligations under this Section arising out of or relating to any other event, occurrence or circumstance which would give rise to an obligation of the Originators pursuant to this Section (to the extent that such event, occurrence circumstance adversely affects repayment of any Investments, plus accrued Interest thereon, during or in connection with such Insolvency Proceeding), or (x) Indemnified Amounts resulting from the gross negligence or willful misconduct on the part of the Indemnified Party proposed to be indemnified.

(c) The obligations of each Originator and each Servicer shall be deemed to be owed separately (v) to the Tranche A Purchasers, and (w) to the Tranche B Purchasers, and (w) to each other Tranche of Purchasers (if any). Without limiting the foregoing, no obligation of any Originator or Servicer to any Tranche of Purchasers shall be affected by any condition or circumstance relating to any other Tranche of Purchasers.

2.10. Replacement of Purchasers . The Servicers shall be permitted to replace any Purchaser that (a) requests reimbursement for amounts owing pursuant to Section 2.8 or (b) defaults in its obligation to make purchases hereunder (without prejudice to the rights of the affected Originator against such Purchaser), with a replacement financial institution; provided that the replacement financial institution, if not already a Purchaser, shall be reasonably satisfactory to the Administrative Agent, and the replaced Purchaser shall be obligated to make such replacement in accordance with the provisions of Section 9.6 (provided that the Servicers shall be obligated to pay the registration and processing fee referred to therein). Until such time as such replacement shall be consummated, the Originators shall pay all additional amounts (if any) required pursuant to Section 2.8 or 2.9(a), as the case may be, and any such replacement shall not be deemed to be a waiver of any rights that the Servicers, the Originators, the Administrative Agent or any other Purchaser shall have against the replaced Purchaser.

2.11. Evidence of Purchased Interests . The Administrative Agent, on behalf of the Purchasers, shall maintain the Register pursuant to Section 9.6(d), and a subaccount therein for each Purchaser, in which shall be recorded (i) the amount of each purchase made hereunder, and (ii) the amount payable or to become due and payable from (or to be deposited by) the Servicers and each Originator to each Purchaser hereunder. At the request of the Administrative Agent, from time to time, the Servicers shall provide copies of the drafts, shipping documents and other related documentation with respect to a Scheduled Receivable as the Administrative Agent shall reasonably require.

SECTION 3. REPRESENTATIONS AND WARRANTIES

To induce the Administrative Agent and the Purchasers to enter into this Agreement and to make the purchases, each Originator, jointly and severally, hereby represents and warrants to the Administrative Agent and each Purchaser that:

3.1. Financial Condition . The audited consolidated balance sheets of Sanmina-SCI and its consolidated Subsidiaries as at September 29, 2007, and the related statements of income and of cash flows of Sanmina-SCI for the fiscal years ended on such dates, contained in its Annual Report on Form 10-K filed with the SEC on November 28, 2007, present fairly in all material respects the consolidated financial condition of Sanmina-SCI and its consolidated Subsidiaries as at such date, and Sanmina-SCI’s consolidated results of operations and cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of Sanmina-SCI and its consolidated Subsidiaries as at March 29, 2008, and the related statements of income and cash flows of Sanmina-SCI for the fiscal quarter ended on such date, contained in its Quarterly Report on Form 10-Q filed with the SEC on May 6, 2008, present fairly in all material respects the consolidated financial condition of Sanmina-SCI and its consolidated Subsidiaries as at such date, and Sanmina-SCI’s consolidated results of operations and cash flows for the respective fiscal quarter then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied

consistently throughout the periods involved (except as approved by Sanmina-SCI’s accountants and disclosed therein and subject to normal year-end adjustments in the case of unaudited financial statements). No Group Member has any material Guarantee Obligations, material contingent liabilities or material liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the audited financial statements referred to in this paragraph. During the period from March 29, 2008, to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property that could reasonably be expected to result in a Material Adverse Effect.

3.2. No Change . Since September 29, 2007, there has been no change, development or event that has had or could reasonably be expected to have a Material Adverse Effect.

3.3. Existence; Compliance with Law . Each Originator and Servicer (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, and (d) is in compliance with all Requirements of Law, except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

3.4. Power; Authorization; Enforceable Obligations . Each of the Originators and the Servicers has the power and authority, and the legal right, to make, deliver and perform the Transaction Documents to which it is a party. Each of the Originators and the Servicers has taken all necessary organizational action to authorize the execution, delivery and performance of the Transaction Documents to which it is a party. No consent or authorization of, filing with, notice to or other act by or in respect of any Governmental Authority or any other Person is required in connection with the transactions hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the other Transaction Documents, except (a) consents, authorizations, filings and notices described in Schedule 3.4, which consents, authorizations, filings and notices have been obtained or made and are in full force and effect and (b) the filings referred to in Section 3.14. Each Transaction Document has been duly executed and delivered on behalf of each Originator and Servicer party thereto. This Agreement constitutes, and each other Transaction Document upon execution and delivery thereof will constitute, a legal, valid and binding obligation of each Originator and Servicer party thereto, enforceable against each such Originator and Servicer in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). This Agreement and the other Transaction Documents are in proper legal form under Hungarian, Finnish, Thai, Singapore, Israeli or Canadian (Nova Scotia) law, as the case may be, for the enforcement thereof against the respective Originators organized under the laws of each such jurisdiction, as the case may be, and to ensure the legality, validity, enforceability or

admissibility in evidence of this Agreement against such Originators in the respective jurisdiction it is not necessary that this Agreement, any other Transaction Document or any other document be filed or recorded with any court or other authority in Hungary, Finland, Singapore, Canada, Thailand or Israel, as the case may be, or that any stamp or similar tax be paid on or in respect of this Agreement, such other Transaction Documents or any other document; provided , that (i) in the event any legal proceedings are brought in a court of Hungary with respect to any Transaction Documents or other documents or instruments, (a) it would be necessary at the time to pay stamp tax to initiate such proceedings or file an appeal, the current rate of which equals 6% of the value of the amount in dispute, but not more than HUF900,000 and (b) a Hungarian translation thereof must be prepared by an authorized public translator of the English language in Hungary, and such translation is filed with the document concerning which the action is brought and (ii) in the event legal proceedings are brought in the courts of Thailand, any original executed powers of attorney or proxies which are physically brought into Thailand should be affixed with nominal stamp duty in the maximum amount of Baht30 and documents in languages other than Thai must be certified translated into the Thai language in order to be admissible as evidence in the courts of Thailand .

3.5. No Legal Bar . The execution, delivery and performance of this Agreement and the other Transaction Documents and the use of the proceeds thereof will not violate the Organizational Documents of any Originator or Servicer party thereto, will not violate in any respect material to the rights and interests of the Purchasers any Requirement of Law or, except as previously disclosed in writing by the Originators or the Servicers to the Administrative Agent and the Purchasers, any material Contractual Obligation of any Originator or Servicer and will not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Security Documents).

3.6. Litigation . No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of any Originator, threatened by or against any Group Member or against any of their respective properties or revenues (a) with respect to any of the Transaction Documents or any of the transactions contemplated hereby or thereby or (b) that could reasonably be expected to have a Material Adverse Effect.

3.7. No Default . No Group Member is in default under or with respect to any of its Contractual Obligations in any respect that could reasonably be expected to have a Material Adverse Effect. No Termination Event has occurred and is continuing.

3.8. Ownership of Property; Liens . Each Originator and Servicer has good and marketable title to, or a valid leasehold interest in, all its real property necessary for the conduct of its business, and good title to, or a valid leasehold interest in or right to use, all its other property necessary for the conduct of its business. On each Purchase Date each Originator will be the legal and beneficial owner of the Scheduled Receivables to be purchased on such date, free and clear of any Lien or adverse claim, except such Liens as are released upon payment to the holder thereof on a Purchase Date of the Investment with respect to the Scheduled Receivable subject to such Lien and Liens created by the Security Documents; upon each purchase the Purchasers will have a valid and enforceable perfected undivided percentage ownership interest to the extent of the Purchased Interest or a valid and enforceable first priority,

perfected security interest in each such Scheduled Receivable, in each case free of any Lien or adverse claim. No effective UCC Financing Statement or other instrument similar in effect covering any of the Scheduled Receivables is on file in any recording office (including in Hungary, Finland, Canada, Singapore, Thailand or Israel), other than the UCC Financing Statements filed pursuant to this Agreement in favor of the Administrative Agent, except as otherwise permitted by this Section 3.8. Each Scheduled Receivable is an Eligible Receivable.

3.9. Taxes . Each Originator and Servicer has filed or caused to be filed all material tax returns that are required to be filed and has paid all taxes shown to be due and payable on said returns or on any written assessments made against it or any of its property and all other material taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than such taxes, fees or other charges the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the relevant Originator or Servicer, as the case may be); no tax Lien has been filed, and, to the knowledge of any Originator, no claim is being asserted, with respect to any such tax, fee or other charge that in any case would reasonably be expected to have a Material Adverse Effect.

3.10. Federal Regulations . No part of the proceeds of any Investment will be used for “buying” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U as now and from time to time hereafter in effect or for any purpose that violates the provisions of Regulation U or Regulation X of the Board.

3.11. Investment Company Act; Other Regulations . No Originator is an “investment company,” or a company “controlled” by an “investment company,” within the meaning of the U.S. Investment Company Act of 1940, as amended. No Originator is subject to regulation under any Requirement of Law (other than Regulation X of the Board) that limits its ability to incur Indebtedness.

3.12. Accuracy of Information, etc . No statement or information contained in this Agreement, any other Transaction Document or any other document, certificate or statement furnished by or on behalf of any Originator to the Administrative Agent or the Purchasers, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Transaction Documents, when taken together with Sanmina-SCI’s filings with the SEC, contained as of the date such statement, information, document or certificate was so furnished, any untrue statement of a material fact or omitted to state a material fact necessary to make the statements contained herein or therein not misleading. There is no fact known to any Originator that could reasonably be expected to have a Material Adverse Effect that has not been expressly disclosed herein or in Sanmina-SCI’s filings with the SEC, in the other Transaction Documents, or in any other documents, certificates and statements furnished to the Administrative Agent and the Purchasers for use in connection with the transactions contemplated hereby and by the other Transaction Documents. Sanmina has filed all required registration statements, prospectuses, reports, schedules, forms, statements and other documents required to be filed by Sanmina with the SEC since January 1, 2006 (collectively, the “ Sanmina Reports ”). None of the Sanmina Reports, as of their respective dates (and, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

3.13. Solvency . Each Originator is, and after giving effect to the Purchasers’ Investments and the incurrence of the obligations being incurred hereunder, will be and will continue to be, Solvent.

3.14. Security Documents . The Collateral Assignment Agreement, the Collateral Account Agreement and each Receivables Transfer Agreement is effective to create in favor of the Administrative Agent, for the benefit of the Purchasers, a legal, valid and enforceable security interest or ownership interest, as the case may be, in the Collateral and Scheduled Receivables, as the case may be, described therein and proceeds thereof. In the case of the Collateral described in the Collateral Assignment Agreement, when the actions specified on Schedule 3.14 have been taken, the Collateral Assignment Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and interest of the relevant Originator in such Collateral and the proceeds thereof, as security for their obligations hereunder, in each case prior and superior in right to any other Person, except for claims that have priority by operation of law. In the case of the Scheduled Receivables, when the actions specified on Schedule 3.14 have been taken, this Agreement together with the Receivables Transfer Agreements shall constitute an effective transfer of all right, title and interest of the relevant Originator in such Scheduled Receivables and the proceeds thereof. Except as set forth in this Section 3.14, no other documents are required to be filed, registered or recorded, and no other action is required to be taken by any Person, to perfect such security interest in favor of the Administrative Agent, for the benefit of the Purchasers.

3.15. Principal Place of Business . The principal place of business and chief executive office (as such terms are used in the UCC) of each Originator and the office where each Originator keeps its records concerning the Scheduled Receivables are located at the addresses set forth on Schedule 3.15. No Originator has an office or place of business in the United States or any Commonwealth, territory or possession of the United States.

3.16. Accounting for Scheduled Receivables . Each Originator has accounted for each sale of undivided percentage ownership interests in its Scheduled Receivables in its books and financial statements as sales, consistent with GAAP in its respective jurisdiction. No Originator shall prepare financial statements which shall account for the transactions contemplated hereby in any manner other than as sales of the Scheduled Receivables by the Originators to the Purchasers or in any other respect account for or treat the transactions contemplated hereby (including for accounting purposes, but excluding for tax reporting purposes and except as required by law) in any manner other than as sales of the Scheduled Receivables by the Originators to the Purchasers. None of the Scheduled Receivables when sold hereunder will constitute assets of the respective Originator, and the transfer of the Purchased Interests to the Purchasers will not be capable of being set aside by any creditor of such Originator or any other Person (including, without limitation, any liquidator, trustee, receiver, sindico or similar official with respect to such Originator).

SECTION 4. CONDITIONS PRECEDENT

4.1. Conditions Precedent to Initial Purchase . The agreement of each Purchaser to make the initial purchase of an undivided interest from an Originator pursuant to this Agreement is subject to the satisfaction, prior to the making of such purchase on the initial Purchase Date in respect of such Originator (the date of such satisfaction, as notified by the

Administrative Agent to the Servicers and the Purchasers, each being a “ Closing Date ”), of the following conditions precedent:

(a) Receivables Purchase Agreement; Security Documents . The Administrative Agent shall have received (with copies for each Purchaser) (i) this Agreement, executed and delivered by the Originators, the Servicers, the Administrative Agent and each Person listed on Schedule 1.1A, and (ii) each of the Security Documents, executed and delivered by each of the applicable Originators parties thereto and the Administrative Agent.

(b) Certain Other Transaction Documents . The Administrative Agent shall have received (i) a copy of the Notification (with the respective acknowledgement where required hereunder) in respect of the Scheduled Receivables to be purchased on such date and (ii) the duly executed Guarantee of the Guarantor.

(c) Financial Statements . All financial statements delivered to the Purchasers under Section 3.1 shall be in form satisfactory to the Administrative Agent.

(d) Approvals; Waiver . All material governmental and third party approvals necessary in connection with the making of the purchases or the continuing operations of the Originators shall have been obtained and shall be in full force and effect; provided that if any such consent or approval shall not have been obtained in respect of a proposed Eligible Buyer, such consent or approval may be delivered as a condition to a subsequent Purchase Date, at which date Scheduled Receivables arising from sales to such Eligible Buyer can be presented for purchase.

(e) Fees . The Purchasers, the Lead Arranger and the Administrative Agent shall have received all previously agreed fees required to be paid, and all expenses for which invoices have been presented (including, without limitation, the reasonable fees and expenses of legal counsel), on or before the Closing Date. All other fees will be reflected in the funding instructions given by the Servicers to the Administrative Agent on or before the respective Initial Purchase Date.

(f) Closing Certificate . The Administrative Agent shall have received a certificate of such Originator, dated as of the Closing Date for the relevant Originator, substantially in the form of Exhibit F, with appropriate insertions and attachments.

(g) Legal Opinions . The Administrative Agent shall have received the following executed legal opinions, dated the respective Closing Date:

(i) the legal opinion of Baker & McKenzie, U.S. counsel to the Servicers and the Originators, substantially in the form of Exhibit E (only in respect of the first Closing Date hereunder);

(ii) the legal opinion of Tilleke & Gibbins International Ltd. , special Thai counsel to Sanmina Thailand, in form and substance reasonably acceptable to the Administrative Agent and the Purchasers;

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

(iv) the legal opinion of Drew & Napier , special Singapore counsel to Sanmina Singapore, substantially in the form of Exhibit C;

(v) the legal opinion of Stikeman, Elliott, special Canada counsel to Sanmina Canada, in form and substance reasonably acceptable to the Administrative Agent and the Purchasers;

(vi) the legal opinion of Shavit Bar-On Gal-on Tzin Nov Yagur , special Israel counsel to Sanmina Israel, in form and substance reasonably acceptable to the Administrative Agent and the Purchasers; and

(vii) the legal opinion of Veikko Palotie & Co. Oy , special Finland counsel to Sanmina Finland and Enclosure Finland, in form and substance reasonably acceptable to the Administrative Agent and the Purchasers.

Each such legal opinion shall be in form and substance reasonably satisfactory to the Administrative Agent, the Purchasers and their counsel and shall cover such other matters incident to the transactions contemplated by this Agreement as the Administrative Agent may reasonably require, including, without limitation, the creation and perfection of ownership and security interests in the Collateral and the Scheduled Receivables.

(h) Agent for Service of Process . Such Originator and the Servicers shall have appointed CSC Corporation as its agent for service of process in New York City in connection with the Transaction Documents, and the Administrative Agent shall have received a duly executed letter from CSC Corporation acknowledging each such appointment and otherwise in form and substance satisfactory to the Administrative Agent .

(i) All legal matters incidental to this Agreement, the Security Documents and the Transactions shall be satisfactory to the Purchasers and to Greenberg Traurig, LLP, counsel for the Administrative Agent.

(j) The Administrative Agent shall have established one or more Collection Accounts for such Originator.

4.2. Conditions Precedent to All Purchases . The agreement of each Purchaser to make its purchase of an undivided interest pursuant to this Agreement (including on the initial Purchase Date) is subject to the further satisfaction, prior to the making of any such purchase, of the following conditions precedent:

(a) No Material Adverse Change . No development or event shall have occurred that has had or would reasonably be expected to have a Material Adverse Effect.

(b) Representations and Warranties . Each of the representations and warranties made by any Originator or a Servicer in or pursuant to the Transaction Documents shall be true and correct in all material respects on and as of the Purchase Date as if made on and as of such date.

(c) No Termination Event . No Termination Event or Incipient Termination Event shall have occurred and be continuing on such Purchase Date or after giving effect to the purchase requested to be made on such date.

(d) Filings, Registrations and Recordings; Other Actions . Each (a) document specified in Schedule 3.14, or otherwise reasonably requested by the Administrative Agent, to be filed, registered or recorded by the Originators and (b) each other action specified on Schedule 3.14, or otherwise reasonably requested by the Administrative Agent, to be taken prior to or concurrently with the Purchase Date by the Originators, in each case in order to create in favor of the Administrative Agent, for the benefit of the Purchasers, a perfected ownership interest in and first priority Lien on the Collateral described therein and ownership interest in the Scheduled Receivables, prior and superior in right to any other Person, shall be in proper form for filing, registration or recordation or shall have been taken, as the case may be.

The sale by the Originators hereunder shall constitute a representation and warranty by the Originators as of the relevant Purchase Date that the conditions contained in Section 4.2(b) and (c) have been satisfied.

SECTION 5. AFFIRMATIVE COVENANTS

Each Originator hereby agrees that, so long as the Purchaser’s Investment Limits remain in effect or any amount is owing to any Purchaser or the Administrative Agent hereunder, the Originators, the Servicers or Sanmina-SCI, as applicable, shall:

5.1. Financial Statements . Furnish to the Administrative Agent:

(a) as soon as available, but in any event within 90 days after the end of each fiscal year of Sanmina-SCI, a copy of the audited consolidated balance sheet of Sanmina-SCI and its consolidated subsidiaries as at the end of such year and the related audited statements of income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by KPMG LLP, or other independent registered public accountants of recognized international standing and without any limitation or qualification on the certification of internal controls required under SEC rules; and

(b) as soon as available, but in any event not later than 60 days after the end of each of the first three quarterly periods of each fiscal year of Sanmina-SCI, the unaudited consolidated balance sheet of Sanmina-SCI as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in comparative form the figures for the previous year, certified by a Responsible Officer of Sanmina-SCI as fairly presenting in all material respects the financial condition of SCI-Sanmina and its Subsidiaries as at the dates indicated and the results of their operations and cash flows for the periods indicated,

subject to changes resulting from normal year-end audit adjustments and the absence of footnotes (which certification shall be satisfied by the certification provided in Exhibit 31 to Sanmina-SCI’s Quarterly Report on Form 10-Q filed with the SEC). Each of the Purchasers shall be entitled to rely on such certification as if addressed to them.

Financial statements required to be delivered pursuant to Sections 5.1(a) and (b) (to the extent any such financial statements are included in materials otherwise filed with the SEC) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which Sanmina-SCI posts such reports, or provides a link thereto, either: (i) on Sanmina-SCI’s website on the Internet at the website address listed in Section 9.2; or (ii) when such report is posted electronically on IntraLinks/IntraAgency or other relevant website which each Purchaser and the Administrative Agent have access to (whether a commercial, third-party website or whether sponsored by the Administrative Agent), if any, on Sanmina-SCI’s behalf; provided that: (x) Sanmina-SCI shall deliver paper copies of such reports to the Administrative Agent or any Purchaser who requests Sanmina-SCI to deliver such paper copies until written request to cease delivering paper copies is given by the Administrative Agent or such Purchaser; and (y) Sanmina-SCI shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such reports and immediately following such notification Sanmina-SCI shall provide to the Administrative Agent, by electronic mail, electronic versions (i.e., soft copies) of such reports. The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the reports referred to above, and in any event shall have no responsibility to monitor compliance by Sanmina-SCI with any such request for delivery, and each Purchaser shall be solely responsible for requesting delivery to it or maintaining its copies of such reports.

5.2. Payment of Obligations . Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of the relevant Group Member or where the failure to so pay, discharge or satisfy such obligation could not reasonably be expected to have a Material Adverse Effect.

5.3. Maintenance of Existence; Compliance . (a)(i) Preserve, renew and keep in full force and effect its organizational existence, (ii) continue to engage in business of the same general type conducted by it on the initial Purchase Date and any business that is related, ancillary or complementary thereto or a reasonable extension thereof, and (iii) take all reasonable action to maintain all permits, licenses, rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in the case of clause (iii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations binding on it and applicable Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.4. Maintenance of Property; Insurance . (a) Keep all property useful and necessary in its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain with financially sound and reputable insurance companies insurance on all its property in at least such amounts and against at least such risks (but including in any event

public liability and product liability) as are usually insured against in the same general area by companies engaged in the same or a similar business.

5.5. Inspection of Property; Books and Records; Discussions . (a) Keep proper books of records and account in which entries are made so that financial statements may be prepared in conformity with GAAP and (b) at reasonable times and upon reasonable prior notice, permit employees of any Purchaser and the Administrative Agent to (at its own expense prior to a Termination Event), visit and inspect any of its properties and examine and make abstracts from any of its books and records (including computer tapes and disks) relating to Scheduled Receivables. Without limiting the foregoing, such examinations, copies, abstracts, visits and discussions may cover, among other things, maturity dates, agings, past dues, charge-offs and offsets with respect to the Scheduled Receivables. Notwithstanding anything to the contrary in this Section 5.5, no Originator shall be required to disclose, permit the inspection, examination or making of extracts, or discussion of any document, information or matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to any Purchaser or the Administrative Agent is then prohibited by law, rule, regulation, statute or ordinance or any agreement binding on such Originator, Sanmina-SCI or any other Subsidiary of Sanmina-SCI or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product.

5.6. Notices . Promptly give notice to the Administrative Agent and each Purchaser of:

(a) the occurrence of any Incipient Termination Event or Termination Event;

(b) any (i) material default or event of default under any material Contractual Obligation of any Originator or Servicer or (ii) material litigation, investigation or proceeding that may exist at any time to which any Originator or Servicer is a party or is subject that, in either case, if not cured or if adversely determined, as the case may be, could reasonably be expected to have a Material Adverse Effect;

(c) any litigation or proceeding affecting any Originator or Servicer (i) in which the amount involved is $15,000,000 or more and not covered by insurance or (ii) that relates to any Transaction Document; and

(d) any other development or event that has had or could reasonably be expected to have a Material Adverse Effect.

Each notice pursuant to this Section 5.6 shall be accompanied by a statement of a Responsible Officer of Sanmina-SCI setting forth details of the occurrence referred to therein and stating what action the relevant Originator or Servicer proposes to take with respect thereto.

5.7. Use of Proceeds . The proceeds of the sales of Scheduled Receivables will be used for working capital and general corporate purposes. No part of the proceeds will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations of the Board applicable to the Originators, including, without limitation, Regulations U and X.

5.8. Irrevocable Payment Instructions . Deliver to each purchaser designated as an Eligible Buyer in respect of a Scheduled Receivable the Irrevocable Payment Instructions to make payment to (or to cause a letter of credit to be paid to) the relevant Collection Account. In the case of (x) sales to an Eligible Buyer located in France such Irrevocable Payment Instructions must be duly acknowledged by the Eligible Buyer or the related Notification must be delivered in a manner acceptable to the Administrative Agent and (y) sales made by Sanmina Thailand, the Notification must have been acknowledged in form and substance satisfactory to the Administrative Agent. Notwithstanding the foregoing, for a period of up to 90 days from the Closing Date hereunder in respect of an Originator, payments may be made by Eligible Buyers whose Receivables are sold by such Originator hereunder to accounts other than the Collection Accounts, and be promptly transferred by the Servicers to the respective Collection (each such period of 90 days being a “ Ramp Up Period ”).

5.9. Ownership . In the case of Sanmina-SCI, retain, directly or indirectly, voting control of the Originators.

5.10. Further Assurances . Execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take all such actions, as the Administrative Agent may reasonably request (i) to perfect or maintain the ownership interest of the Purchasers in Scheduled Receivables and Liens for the benefit of the parties named in the applicable Security Documents as beneficiaries thereof, including assets that are required to become Collateral after the Initial Purchase Date, or (ii) otherwise to implement or effectuate the provisions of this Agreement and the other Transaction Documents.

5.11. Offices, Records, Books of Account . Each Originator (i) shall keep its principal place of business and chief executive office (as such terms are defined in the UCC) and the office where it keeps its records concerning the Scheduled Receivables at the address of such Originator set forth on Schedule 3.15 or, upon at least 15 days’ prior written notice of a proposed change to the Administrative Agent, at any other locations, so long as, prior to making such a change, such Originator shall have taken all actions in any applicable jurisdiction that may be requested by the Administrative Agent in accordance with Section 3.14; and (ii) shall provide the Administrative Agent with at least 15 days’ written notice prior to making any change in such Originator’s name or making any other change in the Originator’s identity or corporate structure which could render any UCC Financing Statement theretofore filed with respect to such Person by any other Person (including, if applicable, any UCC Financing Statements filed in connection with this Agreement) “seriously misleading” as such term is used in the UCC, so long as, prior to making any such change, the Originator shall have taken all actions in any applicable jurisdiction that may be requested by the Administrative Agent in accordance with Section 3.14. Each Originator also will maintain and implement administrative and operating procedures (including an ability to recreate records evidencing Scheduled Receivables and related Contracts in the event of the destruction of the originals thereof) and keep and maintain all documents, books, records, computer tapes and disks and other information reasonably necessary or advisable for the collection of all Scheduled Receivables, including records adequate to permit the daily identification of each Scheduled Receivable and all Collections of and adjustments to each existing Scheduled Receivable. Each Originator and the Servicers agree to indicate, or cause to be indicated, on the computer files containing a master database of Scheduled Receivables a notation that all Scheduled Receivables included in such list or print out have been sold to the Purchasers in accordance with this Agreement, and to deliver to the Administrative Agent

computer files, microfiche lists or typed or printed lists containing true and complete lists of all such Scheduled Receivables, identified by Obligor from time to time promptly upon request of the Administrative Agent.

5.12. Sales, Liens, Etc . No Originator shall sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Lien or adverse claim upon or with respect to, any or all of its right, title or interest in, to or under the Scheduled Receivables or upon or with respect to any account to which any Collections of Scheduled Receivables are deposited, or assign any right to receive income in respect of any items contemplated by this Section (except as required by this Agreement).

5.13. Extension or Amendment of Receivables; Changes to Contract . Except as expressly provided by this Agreement, no Originator shall adjust the outstanding principal balance of, or otherwise modify the terms of, any of the Scheduled Receivables, or amend, modify or waive any term or condition of any related Contract; provided, that, notwithstanding any other provision of this Agreement, an Originator (x) may extend the Scheduled Due Date of any Scheduled Receivable, but in no event to a date later than the last day of the Yield Period for such Scheduled Receivable, unless such Originator repurchases such Scheduled Receivable in full on the original Distribution Date therefor; and (y) may grant a Dilution in respect of a Scheduled Receivable, so long as the amount of any such Dilution is paid in full by the Servicers no later than the last day of the Yield Period for such Scheduled Receivable. The Originators shall provide the Administrative Agent with prompt notice of any material modifications to the supply agreements that were in place with an Eligible Buyer at the date it became an Eligible Buyer.

5.14. Status of Scheduled Receivables . In the event that any third party and any Originator enter into negotiations or discussions concerning the provision of financing (whether in the form of a loan, purchase or otherwise) with respect to any Scheduled Receivable, such Originator shall inform such third party that the Originator has sold an undivided percentage ownership interest in such Scheduled Receivables to the Purchasers.

5.15. Account Generation and Servicing Practices . No Originator shall make any change or modification (or permit any change or modification to be made) in any material respect to the manner in which it generates and services Receivables from the manner in which such Originator generated and serviced Receivables prior to the date hereof, except (i) if such changes or modifications are necessary under any Requirement of Law, or (ii) if such changes or modifications would not have a Material Adverse Effect with respect to the Purchasers or the Administrative Agent and any such change shall be promptly notified by the affected Originator to the Administrative Agent.

5.16. Inconsistent Instructions . Following the Ramp-Up Period, no Originator shall give any Eligible Buyer any instructions contrary to or inconsistent with the provisions contained in the Irrevocable Payment Instruction with respect to payments of Scheduled Receivables.

5.17 Designation of New Eligible Buyers, New Originators and New Obligor Limits . (a) If the Servicers wish to designate a Contingent Eligible Buyer as an Eligible Buyer (a “ New Eligible Buyer ”), they shall first notify the Administrative Agent of the

designation of such customer as a New Eligible Buyer. Subject to (i) the prior written consent of the Required Purchasers to the addition of such New Eligible Buyer, (ii) determination of the applicable Obligor Limits and Applicable Margin for such New Eligible Buyer by Required Purchasers, (iii) compliance with the requirements for perfection of the ownership and security interest in the Receivables arising from sales to such Eligible Buyer, and legal opinions, in each case in form and substance satisfactory to the Administrative Agent and the Purchasers, and (iv) fulfillment by each Purchaser of the procedures specified in Section 5.17(b), such customer shall be deemed to be an Eligible Buyer for all purposes of this Agreement and the other Transaction Documents. The Servicers shall use their reasonable commercial efforts, consistent with their obligations of confidentiality, to provide such information concerning the New Eligible Buyers and their contractual relations with the relevant Originator as the Administrative Agent may reasonably request.

(b) In connection with their designation of a Contingent Eligible Buyer as a New Eligible Buyer hereunder, the Servicers shall request the establishment of Purchasers’ Investment Limits in respect of such Contingent Eligible Buyer in an amount that, when added together with the then existing Purchasers’ Investment Limits does not exceed $250,000,000. At the time of sending such request, the Servicers (in consultation with the Administrative Agent) shall specify the time period within which each Purchaser is requested to respond (which shall in no event be less than 15 Business Days from the date of delivery of such request to the Purchasers). Each Purchaser shall determine, in its sole discretion, whether it will establish a Purchaser’s Investment Limit in respect of such new Eligible Buyer, and shall notify the Administrative Agent within such time period whether or not it agrees to establish such a Purchaser’s Investment Limit, it being understood that each Purchaser must agree to establish a Purchaser’s Investment Limit for such new Eligible Buyer in an amount equal to its pro rata share of such requested amount for the Purchasers’ Investments Limits to take effect with respect to such Purchaser; provided, however , that if any Purchaser declines to establish a Purchaser’s Investment Limit accordingly (any such Purchaser being a “ Non-Increasing Purchaser ” with respect to such New Eligible Buyer), the other Purchasers may agree to increase their Purchaser’s Investment Limits in respect of such new Eligible Buyer by an aggregate amount equal to the full amount of what would have been such Non-Increasing Purchaser’s pro rata share of the requested increase (no such increase by the other Purchasers being permitted in an aggregate amount of less than the full amount of such pro rata share). Any Purchaser not responding within such time period shall be deemed to have declined to establish a Purchaser’s Investment Limit for such new Eligible Buyer and shall constitute a Non-Increasing Purchaser with respect to such New Eligible Buyer.

(c) If the Purchasers agree to increase the Purchasers’ Investment Limits in accordance with this Section, the Administrative Agent and the Servicers shall determine the effective date of such increase (an “ Increase Effective Date ”) and promptly notify the Purchasers thereof. As a condition precedent to such increase, each Obligor shall deliver to the Administrative Agent a certificate (i) certifying that before and after giving effect to such increase, the representations and warranties contained in Article 3 are true and correct on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date and except that this clause (i) shall be deemed to refer to the last day of the most recent fiscal quarter and year for which financial statements have been made available in respect of the representations and warranties made in Sections 3.1 and 3.2, and (ii)

no Termination Event or Incipient Termination Event exists. The Administrative Agent shall distribute an amended Schedule 1.1A (which shall be deemed incorporated into this Agreement) to reflect the changes therein resulting from such increase.

No Purchaser which is a Non-Increasing Purchaser with respect to any New Eligible Buyer shall have any obligation to purchase any interest in Receivables of such New Eligible Buyer. No Collections or other amount payable in respect of Receivables of any Tranche shall be reduced on account of any other Tranche or any circumstance or condition relating to any other Tranche. No Purchaser in its capacity as a Tranche A Purchaser or Tranche B Purchaser or Purchaser in respect of any other Tranche shall have any obligation to share amounts received with Purchasers in respect of any other Tranche.

(d) If the Servicers wish to designate a Group Member as an “Originator” hereunder (a “ New Originator ”), they shall first notify the Administrative Agent of the designation of such Group Member as a New Originator. Subject to (i) the prior written consent of the Required Purchasers to the addition of such New Originator, (ii) compliance with the requirements for perfection of the ownership and security interest in the Receivables arising from sales by such New Originator, and legal opinions, certifications and documentation, in each case in form and substance satisfactory to the Administrative Agent and the Purchasers (including an amendment to the Guarantee to cover such New Originators and security agreements relating to Collections and related deposit accounts), and (iii) execution and delivery by such New Originator of an accession agreement in form and substance satisfactory to the Administrative Agent and the Purchasers, such Group Member shall be deemed to be an Originator for all purposes of this Agreement and the other Transaction Documents.

(e) If the Servicers wish to increase the Obligor Limits in respect of one or more Eligible Buyers from time to time, subject to (i) the prior written consent of the Purchasers to the increase, and (ii) determination of the applicable Obligor Limits the newly approved Obligor Limit shall be effective for all purposes hereunder. The Administrative Agent shall distribute an amended Schedule 1.1B (which shall be deemed incorporated into this Agreement) to reflect the changes therein resulting from such increase.

In connection with the request for an increase in Obligor Limits, at the time of sending such request, the Servicers (in consultation with the Administrative Agent) shall specify the time period within which each Purchaser is requested to respond (which shall in no event be less than 15 Business Days from the date of delivery of such request to the Purchasers). Each Purchaser shall determine, in its sole discretion, whether it will agree to such increase, and shall notify the Administrative Agent within such time period whether or not it agrees to establish such a new Obligor Limit, it being understood that each Purchaser must agree in order for such new Obligor Limit to take effect.

SECTION 6. SERVICER OBLIGATIONS

6.1. Appointment of Servicer . Each of Sanmina-SCI, Sanmina Israel, Sanmina Singapore and Sanmina United Kingdom is hereby designated as, and hereby agrees to perform the duties and obligations of, the Servicer pursuant to the terms hereof. Each of Sanmina-SCI, Sanmina Israel, Sanmina Singapore and Sanmina United Kingdom acknowledges that the Administrative Agent and the Purchasers have relied on their agreement to act as the Servicers

hereunder in making their decision to execute and deliver this Agreement. Accordingly, none of Sanmina-SCI, Sanmina Israel, Sanmina Singapore nor Sanmina United Kingdom shall voluntarily resign as a Servicer hereunder. In the event that a Termination Event has occurred and is continuing, the Administrative Agent may designate as Servicer any Person (including the Administrative Agent) to succeed Sanmina-SCI, Sanmina Israel, Sanmina Singapore and Sanmina United Kingdom as Servicer. The Servicers shall not be entitled to receive any fee for the performance of their servicing duties hereunder.

6.2. Duties of Servicers . The Servicers shall take or cause to be taken all action as may be necessary or advisable to collect each Scheduled Receivable from time to time, all in accordance with this Agreement and all applicable laws, rules and regulations, with reasonable care and diligence, and in accordance with its standard credit and collection policies; provided, however, that the Servicers may not extend the Scheduled Due Date of any Scheduled Receivable without the prior written consent of the Administrative Agent except as otherwise permitted by Section 5.13 hereof. The Originators shall deliver to the Servicers and the Servicers shall hold for the benefit of the Purchasers in accordance with their respective interests, all records and documents (including computer tapes or disks) with respect to such Scheduled Receivables. Notwithstanding anything to the contrary contained herein, the Administrative Agent, with the consent of or at the direction of the Required Purchasers and the applicable Required Tranche Purchasers, may direct the Servicers to commence or settle any legal action to enforce collection of any Scheduled Receivable; provided, however, that the Servicers may decline to bring such legal action if within two days from such request they repurchase such Scheduled Receivable at its full face amount from the Purchasers.

6.3. Reporting Requirements . (a) On each date that the Servicers instruct the Administrative Agent to apply proceeds held in the Collection Accounts after the initial Purchase Date, the Servicers shall provide the Administrative Agent with a status report (the “ Servicers’ Report ”) by telecopier in respect of the Collections of Scheduled Receivables, such Servicers’ Report to be substantially in the form of Exhibit J hereto. If an Investment with respect to an undivided ownership interest purchased by the Purchasers remains outstanding on the last day of the Yield Period therefor, then the Servicers shall provide to the Administrative Agent in such report, in form and substance satisfactory to the Administrative Agent, detailed information with respect to the related Scheduled Receivables (including with respect to collection efforts relating thereto) as set forth in the form of Servicers’ Report and as otherwise requested by the Administrative Agent. The Servicers shall render all assistance reasonably requested by the Administrative Agent in respect of collecting a Defaulted Receivable.

(b) The Servicers shall provide to the Administrative Agent as soon as possible and in any event within five Business Days after the occurrence of a Termination Event or Incipient Termination Event, a statement of a Responsible Officer of Sanmina-SCI setting forth details of such Termination Event or Incipient Termination Event and the action that the Servicers and the Originators have taken and propose to take with respect thereto.

(c) The Servicers shall provide to the Administrative Agent such other information respecting Scheduled Receivables or the condition or operations, financial or otherwise, of the Originators or any of their Affiliates, as the Administrative Agent may from time to time reasonably request (including listings identifying the outstanding balance of each Scheduled Receivable).

6.4. Deposit Requirements . The Servicers shall promptly, but in any event not later than two Business Days after receipt, transfer, or cause the Originators to transfer, Collections from the relevant Collection Accounts to the Payment Account and deposit such Collections in Dollars or Euros, as the case may be, in the Payment Account.

6.5 Reallocation of Obligor Limits

The Servicers may, from time to time, by notice to the Administrative Agent, provide a reallocation notice pursuant to which any then unutilized portion of the Purchaser’s Investment Limit may be reallocated to, and thereafter comprise part of, the “facility amount” under the facility to be established by Deutsche Bank AG for Sanmina-SCI Corporation (the “ Sanmina Facility ”) providing for loans to be used for the purchase of receivables from Sanmina-SCI Corporation. To the extent of such reallocation, the Purchaser’s Investment Limit hereunder shall be reduced and the facility amount under the Sanmina Facility shall be thereafter increased accordingly. Under the terms of the Sanmina Facility, Sanmina-SCI will be entitled to reduce the available commitment thereunder and make the corresponding increase of the Purchaser’s Investment Limit hereunder, subject in all events to the Obligor Limits and other terms and conditions of the respective facility.

SECTION 7. TERMINATION EVENTS AND REMEDIES

If any of the following events shall occur and be continuing:

(a) the Originators or the Servicers shall fail to pay or deposit any amount when due in accordance with the terms hereof, including the failure at the end of a Ramp-Up Period to cause payments under Scheduled Receivables of an Originator covered by such Ramp-Up Period to be made directly to the Collection Accounts; or

(b) any representation or warranty made or deemed made by any Originator or the Servicers herein or in any other Transaction Document or that is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Transaction Document shall prove to have been inaccurate in any material respect on or as of the date made or deemed made; or

(c) any Originator or the Servicers shall default in the observance or performance of any agreement contained in Section 5.3(a)(i), Section 5.6(a), Section 5.7, Section 5.8, Section 5.9, Section 5.10, Section 5.12, Section 5.13 or Section 5.16 of this Agreement or the Servicers shall default in the observance or performance of any agreement contained in Section 6 of this Agreement;

(d) any Originator or the Servicers shall default in the observance or performance of any other agreement contained in this Agreement or any other Transaction Document (other than as provided in paragraphs (a) through (c) of this Section 7), and such default shall continue unremedied for a period of 30 days after notice to the Servicers from the Administrative Agent or the Required Purchasers; or

(e) any Originator or the Servicers shall (i) default in making any payment of any principal of any Indebtedness (including, without limitation, any Guarantee

Obligation constituting Indebtedness) on the scheduled or original due date with respect thereto and such default continues beyond any applicable grace period; or (ii) default in making any payment of any interest on any such Indebtedness beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable; provided, however, that a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute a Termination Event unless, at such time, one or more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this paragraph (e) shall have occurred and be continuing with respect to Indebtedness the outstanding principal amount of which exceeds in the aggregate $50,000,000; or

(f) (i) any Originator or Servicer shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, concurso mercantil , arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or any Originator or Servicer shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against any Originator or Servicer any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 90 days; or (iii) there shall be commenced against any Originator or Servicer any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed or bonded pending appeal within 90 days from the entry thereof; or (iv) any Originator or Servicer shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) any Originator or Servicer shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or

(g) one or more judgments or decrees shall be entered against any Originator or the Servicers involving in the aggregate a liability (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage) of $5,000,000 or more, and all such judgments or decrees shall not have been vacated, discharged, satisfied, stayed or bonded pending appeal within 60 days from the entry thereof or

(h) An Event of Default occurs under Section 8.1(j) of the Bank of America Credit Agreement, without giving effect to any termination of such agreement; or

(i) (i) any of the Transaction Documents shall cease, for any reason, to be in full force and effect (other than in accordance with its terms or as agreed to by the Administrative Agent), or any Originator or a Servicer shall so assert, or (ii) any Lien created by any of the Security Documents shall cease to be enforceable and of the same effect and priority purported to be created thereby; or

(j) any Governmental Authority shall condemn, nationalize, seize or otherwise expropriate any substantial portion of the assets or the Capital Stock or other equity interests of Sanmina-SCI or any Originator or take any similar action by way of introduction of legislation or otherwise, and such action shall materially affect the ability of Sanmina-SCI to perform its obligations under any Transaction Document; or

(k) a Change of Control shall occur;

then, and in any such event, (A) if such event is a Termination Event specified in clause (i) or (ii) of paragraph (f) above or clause (i) of paragraph (i) above, automatically the Purchaser’s Investment Limits shall immediately be reduced to zero and terminate, (B) if such event is any other Termination Event, with the consent of the applicable Required Tranche Purchasers, the Administrative Agent may, or upon the request of the applicable Required Tranche Purchasers, the Administrative Agent shall, by notice to the Servicers, declare the Purchaser’s Investment Limits for the relevant Tranche to be reduced to zero and terminated forthwith and (C) in either event, the Administrative Agent may exercise all rights and remedies available to it under this Agreement, the Security Documents or at law, including, without limitation, the application of funds in the applicable Collection Accounts to pay any obligations of the Originators or the Servicers hereunder and under the other Transaction Documents.

Each reference to “Servicer” as used in this Section 7 shall be understood to include Sanmina-SCI even after such date as it shall cease to serve as a Servicer hereunder.

SECTION 8. THE ADMINISTRATIVE AGENT

8.1. Appointment . Each Purchaser hereby irrevocably designates and appoints the Administrative Agent as the agent of such Purchaser under this Agreement and the other Transaction Documents, and each such Purchaser irrevocably authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Transaction Documents to which it is a party or by which it is bound and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Transaction Documents, together with such other powers as are reasonably incidental thereto, including, without limitation, (a) receiving all applicable notices referred to in this Agreement or in the other Transaction Documents on behalf of such Purchaser, (b) giving all applicable notices referred to in this Agreement or the other Transaction Documents to or on behalf of such Purchaser, (c) maintaining the Register pursuant to Sections 2.11 and 9.6 and (d) receiving payments and deposits (under Section 2.3 or otherwise) from the Originators and the Servicers, and giving release and acquittance therefor in accordance with the terms of this Agreement. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those

expressly set forth herein or in the other Transaction Documents, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Transaction Document or otherwise exist against the Administrative Agent. The provisions of this Section 8 are solely for the benefit of the Administrative Agent and its officers, directors, employees, agents, attorneys-in-fact and affiliates, and no other Person shall have any rights as a third party beneficiary of any of the provisions hereof. The Administrative Agent shall perform its obligations hereunder with reasonable care, using a degree of skill and attention no less than that which the Administrative Agent (i) exercises with respect to comparable duties that it performs when holding comparable assets for itself and (ii) exercises with respect to comparable administrative duties that it performs for comparable assets for others, and in a manner consistent with the standard of care exercised by similar administrators relating to the duties to be performed hereunder. The Administrative Agent shall have no obligations, duties or responsibilities except for those set forth in this Agreement.

8.2. Delegation of Duties . The Administrative Agent may execute any of its duties under this Agreement and the other Transaction Documents by or through agents, custodians, nominees or attorneys-in-fact and shall be entitled to rely upon, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with, advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents, custodians, nominees or attorneys-in -fact selected by it with reasonable care.

8.3. Exculpatory Provisions . Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Transaction Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have proximately resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any Person (including without limitation any of the Purchasers) for (A) any recitals, statements, representations or warranties made by any Person (other than an Agent or any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates) contained in this Agreement or any other Transaction Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Agents under or in connection with, this Agreement or any other Transaction Document, (B) the value, validity, effectiveness, genuineness, collectability, enforceability or sufficiency of this Agreement or any other Transaction Document, (C) any Liens or guarantees (including without limitation pursuant to any Guarantee Obligation) granted by, or purported to be granted by, any of the Security Documents or otherwise, (D) ascertaining or inquiring as to the existence or possible existence of any Termination Event, or (E) any failure of any party hereto or thereto (other than the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates) to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Purchaser to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Transaction Document, to inspect the properties, books or records of any Originator, or to take any action that exposes the Administrative Agent to personal liability or that is contrary to this Agreement or applicable law. Anything in this

Agreement to the contrary notwithstanding, in no event shall the Administrative Agent be liable for special, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Administrative Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

8.4. Reliance by Administrative Agent . The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon (i) any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and (ii) advice and statements of legal counsel (including, without limitation, counsel to any of the Originators), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Purchased Interest as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Transaction Document unless it shall first receive such advice or concurrence of the Required Purchasers (or, if so specified by this Agreement, all Purchasers) as it deems appropriate or it shall first be indemnified to its satisfaction by the Purchasers against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Transaction Documents in accordance with a request of the Required Purchasers (or, if so specified by this Agreement, all Purchasers or the applicable Required Tranche Purchasers, as the case may be), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Purchasers and all future holders of the Purchased Interests.

8.5. Notice of Termination . The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Incipient Termination Event or Termination Event unless the Administrative Agent has received notice from a Purchaser or an Originator referring to this Agreement, describing such Incipient Termination Event or Termination Event and stating that such notice is a “notice of termination.” In the event that the Administrative Agent receives such a notice, the Administrative Agent shall promptly give notice thereof to the Purchasers. The Administrative Agent shall take such action with respect to such Incipient Termination Event or Termination Event as shall be reasonably directed by the Required Purchasers (or, if so specified by this Agreement, all Purchasers or the applicable Required Tranche Purchasers, as the case may be); provided , that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Incipient Termination Event or Termination Event as they shall deem advisable in the best interests of the Purchasers.

8.6. Non-Reliance on Administrative Agent and Other Purchasers . Each Purchaser expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including, without limitation, any review of the affairs of an Originator or any affiliate of an Originator, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Purchaser. Each Purchaser represents to the Administrative Agent that it has, independently and

without reliance upon the Administrative Agent or any other Purchaser, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Originators and their affiliates and made its own decision to make its purchases hereunder and enter into this Agreement and the other Transaction Documents to which it is a party or by which it is bound. Each Purchaser also represents and covenants that it will, independently and without reliance upon the Administrative Agent, any of its officers, directors, employees, agents, attorneys-in-fact or affiliates or any other Purchaser, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Transaction Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Originators and their respective affiliates. Except for notices, reports and other documents expressly required to be furnished to the Purchasers by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Purchaser with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Originator or any affiliate of an Originator that may come into the possession of the Administrative Agent, or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

8.7. Indemnification . The Purchasers agree to indemnify the Administrative Agent in its capacity as such and/or its officers, directors, employees, agents, attorneys-in-fact or affiliates (to the extent not reimbursed by the Originators and without limiting the obligation of the Originators to do so), ratably according to its applicable Purchaser’s Investment Percentage in effect on the date on which indemnification is sought under this Section 8.7 (or, if indemnification is sought after the date upon which the Purchaser’s Investment Limits shall have terminated and the Purchased Interests shall have been paid in full, ratably in accordance with such applicable Purchaser’s Investment Percentage immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever (including without limitation attorneys’ fees and disbursements) that may at any time be imposed on, incurred by or asserted against the Administrative Agent and/or its officers, directors, employees, agents, attorneys-in-fact or affiliates in any way relating to or arising out of, the Purchaser’s Investment Limits, this Agreement, any of the other Transaction Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent and/or its officers, directors, employees, agents, attorneys-in-fact or affiliates under or in connection with any of the foregoing; provided , that no Purchaser shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent’s and/or its officers, directors, employees, agents, attorneys-in-fact or affiliates gross negligence or willful misconduct. If any indemnity furnished to the Administrative Agent for any purpose shall, in its opinion, be insufficient or become impaired, the Administrative Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. None of the provisions of this Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder or under any

Transaction Document, or in the exercise of any of its rights or powers hereunder or thereunder, if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. In the case of any investigation, litigation or proceeding giving rise to any indemnification under this Section 8.7, this Section 8.7 applies whether any such investigation, litigation or proceeding is brought by the Administrative Agent, any Purchaser or a third party. The agreements in this Section 8.7 shall survive the payment of all amounts payable hereunder.

8.8. Agent in Its Individual Capacity . The Administrative Agent and its affiliates may make loans to, accept deposits from, act as trustee under indentures of, accept investment banking engagements from, and generally engage in any kind of business with any Originator as though such Agent were not an Agent and without any duty to account therefor to any other Person. With respect to its Purchased Interests, the Administrative Agent shall have the same rights and powers under this Agreement and the other Transaction Documents as any Purchaser and may exercise the same as though it were not an Agent, and the terms “Purchaser” and “Purchasers” shall include the Administrative Agent in its individual capacity.

8.9. Successor Administrative Agent . The Administrative Agent may resign as Agent upon 30 days’ written notice to the Purchasers and the Servicer. If the Administrative Agent shall resign as Agent under this Agreement and the other Transaction Documents, then the Required Purchasers shall appoint from among the Purchasers a successor agent for the Purchasers, which successor agent shall (unless a Termination Event under Section 7(a) or Section 7(f) shall have occurred and be continuing, in which instance any such appointment shall be immediately effective and shall not require any prior notice to or approval of the Servicer or any other Person) be subject to approval by the Servicer (which approval shall not be unreasonably withheld or delayed), whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent under this Agreement and the Transaction Documents (including without limitation the Security Documents), and the resigning Administrative Agent shall be discharged from its duties and obligations under this Agreement and the Transaction Documents (including without limitation the Security Documents), and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Agent, any of the parties to this Agreement or any Transaction Document, or any holders of the Purchased Interests. If no successor agent has accepted appointment as Administrative Agent by the date that is 20 days following a resigning Agent’s notice of resignation, the resigning Agent’s resignation shall nevertheless thereupon become effective, and the Purchasers shall assume and perform all of the duties of such Agent hereunder until such time, if any, as the Required Purchasers appoint a successor agent as provided for above. After any resigning Administrative Agent’s resignation as Agent, the provisions of this Section 8 shall continue to apply to it with respect to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Transaction Documents, including, without limitation, the liability of each such Agent under Section 8.3 for (and the exclusion from any liability of any Purchaser to indemnify any such Agent under Section 8.7 in respect of) any such actions or omissions that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent’s gross negligence or willful misconduct.

8.10. Determination Pursuant to Security Documents . In each circumstance where, under any provision of a Security Document or this Agreement, the Administrative Agent shall have the right to grant or withhold any consent, exercise any remedy, make any determination or direct any action by the Administrative Agent under such Security Document, the Administrative Agent shall act in respect of such consent, exercise of remedies, determination or action, as the case may be, only with the consent of and at the direction of the Required Purchasers unless unanimity or direction of the applicable Required Tranche Purchasers, as the case may be, is required by the relevant agreement; provided, however , that no such consent of the Required Purchasers shall be required with respect to any consent, determination or other matter that is, in the Administrative Agent’s reasonable judgment, ministerial or administrative in nature or provided for in this Agreement, and provided that the Administrative Agent is hereby authorized on behalf of all of the Purchasers, without the necessity of any further consent from any Purchaser, from time to time prior to a Termination Event, to release portions of the Collateral from the security interests and Liens imposed by the Security Documents in connection with any dispositions of such portions of the Collateral permitted by the terms of this Agreement or the Security Documents or as may be required by law. In each circumstance where any consent of or direction from the Required Purchasers is required, the Administrative Agent shall send to the Purchasers a notice setting forth a description in reasonable detail of the matter as to which consent or direction is requested and the Administrative Agent’s proposed course of action with respect thereto.

8.11. Merger of the Administrative Agent . Any Person into which the Administrative Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Administrative Agent shall be a party, or any Person succeeding to the business of the Administrative Agent shall be the successor hereunder and under the Transaction Documents of the Administrative Agent, without the execution or filing of any paper with any party hereto or thereto or any further act on the part of any of the parties hereto or thereto except where an instrument of transfer or assignment is required by law to effect such succession, anything herein or in any Transaction Document to the contrary notwithstanding.

SECTION 9. MISCELLANEOUS

9.1. Amendments and Waivers . Neither this Agreement, any other Transaction Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section 9.1. The Required Purchasers, the applicable Required Tranche Purchasers and each Servicer and Originator party to the relevant Transaction Document may, or, with the written consent of the Required Purchasers and the applicable Required Tranche Purchasers or the Administrative Agent, as the case may be, and each Servicer and Originator party to the relevant Transaction Document may, from time to time, (a) enter into written amendments, supplements or modifications hereto and to the other Transaction Documents or any Scheduled Receivables for the purpose of adding any provisions to this Agreement or the other Transaction Documents or any Scheduled Receivables or changing in any manner the rights of the Purchasers or of the Originators or the Obligors hereunder or thereunder or (b) waive, on such terms and conditions as the Required Purchasers and the applicable Required Tranche Purchasers and the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Transaction Documents or any Incipient Termination Event or Termination Event and its consequences;

provided , however , that no such waiver and no such amendment, supplement or modification shall (i) forgive the face amount or extend the Scheduled Due Date of any Scheduled Receivable, reduce the stated rate or amount of any interest, Purchased Interest, Interest or fee payable hereunder or extend the scheduled date of any payment thereof, change any Purchaser’s Investment Percentage, or increase the amount or extend the expiration date of, or otherwise change, any Purchaser’s Investment Limit, in each case without the written consent of each Purchaser directly affected thereby; (ii) eliminate or reduce the voting rights of any Purchaser under this Section 9.1 without the written consent of such Purchaser; (iii) require or result in any requirement that a Tranche A Purchaser acquire Receivables in respect of which any entity other than a Tranche A Eligible Buyer is the account debtor or require or result in any requirement that a Tranche B Purchaser acquire Receivables in respect of which any entity other than a Tranche B Eligible Buyer is the account debtor; (iv) (A) reduce any percentage specified in the definition of Required Purchasers or Required Tranche Purchasers, (B) consent to the assignment or transfer by any Originator of any of its rights and obligations under this Agreement and the other Transaction Documents, (C) release any Obligor, the Guarantor or any Collateral (except as otherwise expressly permitted hereunder without such consent), (D) amend or modify any provision of any Transaction Document if the effect of such amendment or modification would be to permit Collections received in respect of any Tranche to be used to pay Receivables of, or any obligations relating to, any other Tranche, or (E) amend or modify the definition of “Obligations”, “Scheduled Receivable”, “Tranche A Receivable”, “Tranche B Receivable”, “Receivable” or “Eligible Receivable”, “Tranche A Eligible Buyer”, “Tranche B Eligible Buyer”, or Sections 2.1, 2.2, 2.3, 2.6(a) or (b), 2.9, 5.13, 5.17 or 9.7 in this Agreement or “Secured Parties” in the Collateral Assignment Agreement, or amend, modify or waive Section 9 or any provision of the Guarantee, in each case without the written consent of all Purchasers; or (iv) amend, modify or waive any provision of Section 8 without the written consent of the Administrative Agent. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Purchasers and shall be binding upon the Originators, the Purchasers, the Administrative Agent and all future holders of the Purchased Interests. In the case of any waiver, the Originators, the Purchasers and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Transaction Documents, and any Incipient Termination Event or Termination Event waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Incipient Termination Event or Termination Event, or impair any right consequent thereon.

9.2. Notices . All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made (i) if by hand, when delivered, (ii) if by air courier service, when delivered, or (iii) if by telecopy, when received by the addressee, addressed as follows in the case of the Servicers and the other Originators, the Administrative Agent and as set forth in an administrative questionnaire delivered to the Administrative Agent in the case of the Purchasers, or to such other address as may be hereafter notified by the respective parties hereto:

Servicers
(for themselves and for
each Originator):

7 West Nile Street
Glasgow, Scotland G12PR
Attention: Treasury Manager
Telecopy: 44-141-245-2882

		With a copy to: 2300 Highway 79 South P.O. Box 1900 Guntersville, AL 35976 Attention: Accounts Receivable Manager Telecopy: (256) 505-4414

		With a copy to: 3 Depot Close #01-04 Singapore, 109840 Attention: Account Receivable Manager Telecopy: 65-63711522

		With a copy to: Sanmina-SCI Corporation 2700 North First Street San Jose, CA 95134 Attention: Treasurer Telecopy: (408) 964-3644 Telephone: (408) 964-3500 Website: www.sanmina-sci.com

Administrative Agent:		Deutsche Bank AG, New York Branch 60 Wall Street New York, New York 10005 Attention: Carol Khan and Thomas Sakellariou Telecopy: 212-797-0473 Telephone: 212-250-3086/212-250-4412 With a copy to: Deutsche Bank Trust Company Americas 100 Plaza One Jersey City, NJ 07302 Attention: Joe Cusmai Telecopy: 201-593-2313 Telephone: 201-593-2202

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

9.3. No Waiver; Cumulative Remedies . No failure to exercise and no delay in exercising, on the part of the Originators, the Administrative Agent or any Purchaser, any right, remedy, power or privilege hereunder or under the other Transaction Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

9.4. Survival of Representations and Warranties . All representations and warranties made hereunder, in the other Transaction Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the purchases hereunder.

9.5. Payment of Expenses and Taxes . (a) Except to the extent limited by other provisions of this Agreement or the other Transaction Documents, or any other documents prepared in connection therewith, the Originators jointly and severally agree (i) to pay or reimburse the Administrative Agent for all its reasonable and documented out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and any amendment, supplement or modification to, this Agreement and the other Transaction Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, including, without limitation, the reasonable and documented fees and disbursements of counsel to the Administrative Agent, with statements with respect to the foregoing to be submitted to the Servicers prior to the initial Purchase Date (in the case of amounts to be paid on the initial Purchase Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate; (ii) to pay or reimburse each Purchaser and the Administrative Agent for all their reasonable and documented costs and expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Transaction Documents and any such other documents, including, without limitation, the reasonable and documented fees and disbursements of counsel to each Purchaser and of counsel to the Administrative Agent; (iii) to pay, indemnify, and hold each Purchaser and the Administrative Agent harmless from, any and all documented recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Transaction Documents and any such other documents; and (iv) to indemnify and hold harmless each Indemnified Person from and against any and all reasonable and documented Indemnified Amounts to which any such Indemnified Person may become subject arising out of or in connection with (1) the execution, delivery, enforcement, performance and administration of this Agreement, the other Transaction Documents and any such other documents, (2) the use of the proceeds of the Purchased Interests, and (3) any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, and to reimburse each Indemnified Person upon demand for any reasonable legal or other reasonable and documented expenses incurred in connection with investigating or defending any of the foregoing; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or related

expenses to the extent they are found by a final, non-appealable judgment of a court to arise from the willful misconduct or gross negligence of such Indemnified Person. All amounts due under this Section 9.5(a) shall be payable not later than 10 Business Days after written demand therefor. Statements payable by an Originator pursuant to this Section 9.5(a) shall be submitted to the address of the Servicers set forth in Section 9.2, or to such other Person or address as may be hereafter designated by the Servicers in a written notice to the Administrative Agent. The agreements in this Section 9.5(a) shall survive payment of all amounts payable hereunder.

(b) Each Indemnified Person under the provisions of Section 9.5(a) will, upon the service of a summons or other initial legal process upon it in any action or suit instituted against it or upon its receipt of written notification of the commencement of any investigation or inquiry of, or proceeding against, it in respect of which indemnity may be sought on account of the provisions contained in Section 9.5(a), promptly give written notice (the “ Notice ”) of such service or notification to the Servicers. Notwithstanding the foregoing, the omission so to notify the Servicers of any such service or notification shall not relieve the Originators from any of the obligations under Section 9.5(a) that the Originators may have to the indemnified person, except to the extent the Originators have been materially prejudiced thereby. The Originators shall not be liable for any settlement of any such action, suit or proceeding effected without their prior written consent (which consent shall not unreasonably be withheld), but if settled with their prior written consent or if there be a final judgment for the plaintiff in any such action, suit or proceeding, the Originators agree to indemnify and hold harmless any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. The Originators shall not, without the prior written consent of the Indemnified Person (which consent shall not unreasonably be withheld or delayed), effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is a party or in respect of which indemnity could have been sought under the preceding paragraph by such Indemnified Person unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding.

9.6. Successors and Assigns; Participations and Assignments . (a) Subject to the provisions of this Section 9.6, this Agreement shall be binding upon and inure to the benefit of the Originators, the Servicers, the Purchasers, the Lead Arranger, the Administrative Agent, all future holders of the Purchased Interests and their respective successors and assigns, except that no Originator or the Servicers (in its capacity as such) may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of each Purchaser.

(b) Any Purchaser may, without the consent of the Servicers, in accordance with applicable law, at any time sell to one or more banks, financial institutions or other entities (each, a “ Participant ”) participating interests in any Purchased Interest owing to such Purchaser, any Purchaser’s Investment Limits of such Purchaser or any other interest of such Purchaser hereunder and under the other Transaction Documents. In the event of any such sale by a Purchaser of a participating interest to a Participant, such Purchaser’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, such Purchaser shall remain solely responsible for the performance thereof, such Purchaser shall remain the holder of any such Purchased Interest for all purposes under this Agreement and the other Transaction Documents, and the Servicers, the Administrative Agent shall continue to deal solely and directly with such Purchaser in connection with such Purchaser’s rights and obligations under this Agreement and the other Transaction Documents. In no event shall any Participant

under any such participation have any right to approve any amendment or waiver of any provision of any Transaction Document, or any consent to any departure by any Originator therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of the Purchased Interests or any fees payable hereunder, or postpone the Scheduled Due Date of the Purchased Interests, in each case to the extent subject to such participation. The Originators agree that each Participant shall be entitled to the benefits of Sections 2.7, 2.8 and 2.9 with respect to its participation in the Purchaser’s Investment Limits and the Purchased Interests outstanding from time to time as if it was a Purchaser; provided that no Participant shall be entitled to receive any greater amount pursuant to any such Section than the transferor Purchaser would have been entitled to receive in respect of the amount of the participation transferred by such transferor Purchaser to such Participant had no such transfer occurred.

(c) Any Purchaser (an “ Assignor ”) may, in accordance with applicable law, at any time and from time to time assign to any Purchaser or any Purchaser Affiliate or, with the prior written consent of the Servicers and the Administrative Agent (which, in each case, shall not be unreasonably withheld or delayed), to an additional bank, financial institution or other entity (an “ Assignee ”) all or any part of its rights and obligations under this Agreement and the other Transaction Documents pursuant to an Assignment and Acceptance, executed by such Assignee, such Assignor and any other Person whose consent is required pursuant to this paragraph, and delivered to the Administrative Agent for its acceptance and recording in the Register; provided that unless otherwise agreed by the Servicers and the Administrative Agent, no such assignment to an Assignee (other than any Purchaser or any Purchaser Affiliate) shall be in an aggregate principal amount of less than $5,000,000, in each case except in the case of an assignment of all of a Purchaser’s interests under this Agreement or an assignment in connection with the replacement of a Purchaser pursuant to Section 2.10. For purposes of the proviso contained in the preceding sentence, the amount described therein shall be aggregated in respect of each Purchaser and its Purchaser Affiliates, if any. Upon such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment and Acceptance, (x) the Assignee thereunder shall be a party hereto and, to the extent provided in such Assignment and Acceptance, have the rights and obligations of a Purchaser hereunder with a Purchaser’s Investment Limits and/or Investment as set forth therein, and (y) the Assignor thereunder shall, to the extent provided in such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of an Assignor’s rights and obligations under this Agreement, such Assignor shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 2.7, 2.8, 2.9 and 9.5 for the period of time it was a Purchaser hereunder); provided that no Assignee shall be entitled to receive any greater amount pursuant to Section 2.7, 2.8 or 2.9 than the Assignor would have been entitled to receive in respect of the portion of the rights and obligations assigned by such Assignor to such Assignee had no such assignment occurred. Notwithstanding any provision of this Section 9.6, the consent of the Servicers shall not be required for any assignment that occurs when a Termination Event shall have occurred and be continuing (although in such event, the proviso in the immediately preceding sentence shall continue in full force and effect).

(d) The Administrative Agent shall, on behalf of the Servicers, maintain at its address referred to in Section 9.2 a copy of each Assignment and Acceptance delivered to it and a register (the “ Register ”) for the recordation of the names and addresses of the Purchasers and the Purchaser’s Investment Limit of, and the amount of the Purchased

Interests owing to, each Purchaser from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Servicers, each Originator, the Administrative Agent and the Purchasers shall treat each Person whose name is recorded in the Register as the owner of the Purchased Interests recorded therein for all purposes of this Agreement. Any assignment of any Purchased Interest, shall be effective only upon appropriate entries with respect thereto being made in the Register. The Register shall be available for inspection by any Purchaser or Originator at any reasonable time and from time to time upon reasonable prior notice.

(e) Upon its receipt of an Assignment and Acceptance executed by an Assignor, an Assignee and any other Person whose consent is required by Section 9.6(c), together with payment to the Administrative Agent of a registration and processing fee of $4,000 (which shall be the sole responsibility of the Assignor or Assignee, as the case may be), the Administrative Agent shall (i) promptly accept such Assignment and Acceptance and (ii) record the information contained therein in the Register on the effective date determined pursuant thereto.

(f) For avoidance of doubt, the parties to this Agreement acknowledge that the provisions of this Section 9.6 concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including, without limitation, any pledge or assignment by a Purchaser to any Federal Reserve Bank in accordance with applicable law.

9.7. Adjustments; Set-off . (a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Purchaser, if any Tranche A Purchaser or Tranche B Purchaser, as the case may be (a “ Benefitted Purchaser ”) shall receive any payment of all or part of the Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7(f), or otherwise), in a greater proportion than any such payment to or collateral received by any other Tranche A Purchaser or Tranche B Purchaser, if any, respectively, in respect of the Obligations owing to such other Purchaser, such Benefitted Purchaser shall purchase for cash from the other Tranche A or Tranche B Purchasers, as the case may be, a participating interest in such portion of the Obligations owing to each such other Tranche A or Tranche B Purchaser, as the case may be, or shall provide such other Purchasers with the benefits of any such collateral, as shall be necessary to cause such Benefitted Purchaser to share the excess payment or benefits of such collateral ratably with each of the applicable Purchasers; provided , however , that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Purchaser, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

(b) In addition to any rights and remedies of the Purchasers provided by law, each Purchaser shall have the right, without prior notice to the Originators, any such notice being expressly waived by the Originators to the extent permitted by applicable law, upon any amount becoming due and payable by the Originators hereunder, to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Purchaser or any branch or agency thereof to or for the credit

or the account of the Originators, as the case may be. Each Purchaser agrees promptly to notify the Servicers and the Administrative Agent after any such setoff and application made by such Purchaser; provided that the failure to give such notice shall not affect the validity of such setoff and application.

9.8. Counterparts . This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all the parties shall be lodged with the Servicer and the Administrative Agent.

9.9. Severability . Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

9.10. Integration . This Agreement and the other Transaction Documents, together with the Fee Letters, represent the entire agreement of the Originators, the Servicers, the Administrative Agent, the Lead Arranger and the Purchasers with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent, the Lead Arranger or any Purchaser relative to the subject matter hereof not expressly set forth or referred to herein or in the other Transaction Documents.

9.11. Governing Law . THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, EXCEPT THAT SECTION 2.3 HEREOF SHALL BE GOVERNED BY THE LAWS OF HUNGARY (IN THE CASE OF SANMINA HUNGARY AND ENCLOSURE HUNGARY), FINLAND (IN THE CASE OF SANMINA FINLAND AND ENCLOSURE FINLAND), ISRAEL (IN THE CASE OF SANMINA ISRAEL), SINGAPORE (IN THE CASE OF SANMINA SINGAPORE), THAILAND (IN THE CASE OF SANMINA THAILAND) AND THE PROVINCE OF NOVA SCOTIA, CANADA (IN THE CASE OF SANMINA CANADA).

9.12. Submission To Jurisdiction; Waivers .

(a) each party to this Agreement hereby irrevocably and unconditionally submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Transaction Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the general jurisdiction of the courts of the State of New York sitting in the City of New York, the courts of the United States for the Southern District of New York, and appellate courts from any thereof;

(b) each party to this Agreement consents that any such action or proceeding may be brought in such courts and expressly and irrevocably waives (i) any objection that it may now or hereafter have to the venue of any such action, (ii) proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to

plead or claim the same and (iii) any right to any other jurisdiction that may apply by virtue of its present or future domicile, or for any other reason;

(c) each Originator and Servicer hereby irrevocably and unconditionally appoints CSC Corporation (the “ New York Process Agent ”), with an office on the date hereof at 1133 Avenue of the Americas, Suite 3100, New York, New York 10036, as its agent to receive on its behalf and on behalf of its property, service of copies of the summons and complaint and any other process that may be served in any such action or proceeding in any such New York State or U.S. federal court and agrees promptly to appoint a successor New York Process Agent in New York City (which successor New York Process Agent shall accept such appointment in writing prior to the termination, for any reason, of the appointment of the initial New York Process Agent) and promptly to provide written notice to the Administrative Agent of the appointment of such successor New York Process Agent. In any such action or proceeding in such New York State or U.S. federal court sitting in New York City, such service may be made on the Originators and the Servicers by delivering in person a copy of such process to the Originators and the Servicers in care of the appropriate New York Process Agent at such New York Process Agent’s address, and a copy of such process shall be forwarded to the Originators and the Servicers at their respective addresses or transmission numbers set forth in Section 9.2. The Originators and the Servicers hereby irrevocably and unconditionally authorize and direct such New York Process Agent to accept such service on their behalf and promptly to forward a copy of such service to each Originator and Servicer;

(d) consents to service of process in the manner provided for notices in Section 9.2 and agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 9.12 any special, exemplary, punitive or consequential damages.

9.13. Waiver of Immunities . To the extent that any Originator or Servicer has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, each Originator and Servicer hereby irrevocably waives and agrees not to plead or claim such immunity in respect of its obligations under this Agreement and the other Transaction Documents. Each Originator and Servicer hereby agrees that the waivers set forth in this Section 9.13 shall have the fullest extent permitted under the U.S. Foreign Sovereign Immunities Act of 1976 and are intended to be irrevocable and not subject to withdrawal for purposes of such Act.

9.14. Judgment Currency . The obligations of each Originator and Servicer under this Agreement and each other Transaction Documents and the obligations to make payments to the Administrative Agent or any Purchaser shall, notwithstanding any judgment in a currency (the “ judgment currency ”) other than Dollars, be discharged only to the extent that on the Business Day following receipt by such party of any sum adjudged to be so due in the judgment currency, such party may in accordance with normal banking procedures purchase Dollars with the judgment currency. If the amount of Dollars so purchased is less than the sum

originally due to such party in Dollars, each Originator and Servicer agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such party against such documented loss, and if the amount of Dollars so purchased exceeds the sum originally due to any party to this Agreement or any other Transaction Document, such party agrees to remit promptly to the Servicers such excess.

9.15. Acknowledgements . Each Originator and Servicer hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Transaction Documents;

(b) none of the Administrative Agent or any Purchaser has any fiduciary relationship with or duty to any Originator arising out of or in connection with this Agreement or any of the other Transaction Documents, and the relationship between Administrative Agent and Purchasers, on one hand, and the Originators and Servicers, on the other hand, in connection herewith or therewith, is solely that of creditor and debtor; and

(c) no joint venture is created hereby or by the other Transaction Documents or otherwise exists by virtue of the transactions contemplated hereby among the Purchasers or among the Originators and the Purchasers.

9.16. Grant of Security Interest . To protect against the event that, notwithstanding the intention of the parties that the sale and assignment of all right, title and interest of the Originators in and to the Scheduled Receivables pursuant to this Agreement constitute a true sale, a court were to hold that such sale and assignment constitutes a secured financing arrangement rather than a true sale, but without derogating from the foregoing intention of the parties, each Originator hereby grants to the Administrative Agent for the benefit of the Administrative Agent and the Purchasers as of the date of this Agreement a security interest under Article 9 of the UCC in all of the right, title and interest of the Originators in, to and under the Scheduled Receivables now existing and hereafter created as collateral security for all of the Obligations of the Originators under this Agreement and the other Transaction Documents, and solely for such purpose (i) the Administrative Agent shall have all of the rights and remedies of a secured party under the UCC, (ii) all of the provisions of this Agreement shall be construed mutatis mutandis to grant such a security interest, (iii) the Scheduled Receivables constitute either “accounts” or “general intangibles” under the UCC and (iv) this Agreement shall constitute a security agreement under New York law.

9.17. WAIVERS OF JURY TRIAL . THE ORIGINATORS, THE SERVICERS, THE ADMINISTRATIVE AGENT AND THE PURCHASERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

9.18. Confidentiality . (a) Each Purchaser and the Administrative Agent agrees (which agreement shall survive the termination of this Agreement) that financial information, information from the Originators’ or Sanmina-SCI’s respective books and records, information concerning the Originators’ or Sanmina-SCI’s respective trade secrets and patents and any other

information received from the Originators or the Guarantor hereunder which at the time of receipt is clearly labeled as confidential and subject to this Section 9.18 shall be treated as confidential by such Purchaser and the Administrative Agent, and the Administrative Agent and each Purchaser agrees to use its reasonable best efforts to ensure that such information is not published, disclosed or otherwise divulged to anyone other than employees or officers of such Purchaser or the Administrative Agent or any of their respective Affiliates that need to know and its counsel and agents; provided it is understood that the foregoing shall not apply to:

(i) disclosure made with the prior written authorization of the Originators or the Guarantor;

(ii) disclosure of information (other than that received from the Originators or the Guarantor prior to or under this Agreement) already known by, or in the possession of such Purchaser or the Administrative Agent without restrictions on the disclosure thereof at the time such information is supplied to such Purchaser or the Administrative Agent by the Originators or the Guarantor hereunder;

(iii) disclosure of information which is required by applicable law or required by a Governmental Authority having supervisory authority over any party hereto;

(iv) disclosure of information limited to the minimum extent necessary or advisable in connection with any suit, action or proceeding in connection with the enforcement of rights hereunder or under any Transaction Document or in connection with the transactions contemplated hereby or thereby;

(v) disclosure to any bank (or other financial institution) which may acquire a participation or other interest in the Scheduled Receivables or rights of any Purchaser hereunder or under the other Transaction Documents; provided , that such bank (or other financial institution) agrees to maintain any such information to be received in accordance with the provisions of this Section 9.18;

(vi) disclosure by any party hereto to any other party hereto or their counsel or accountants, provided , that such counsel or accountants agree to maintain the confidentiality of such information in accordance with the restrictions of this Section 9.18;

(vii) disclosure by any party hereto to its Affiliates subject to the confidentiality obligations of this Section; or

(viii) disclosure of information that prior to such disclosure has become public knowledge through no violation of this Agreement.

(b) Each Originator and Servicer agrees to treat as confidential all information supplied by Deutsche Bank AG to structure and arrange the facility hereunder, and shall ensure that such information is not published, disclosed or otherwise divulged to anyone other than employees or officers of the Originators and the Servicers, that need to know and their counsel and agents; provided it is understood that the foregoing shall not apply to:

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

(ii) disclosure of information which is required by applicable law or to a Governmental Authority having supervision over any party hereto;

(iii) disclosure of any party hereto to any other party hereto or their counsel or accountants, provided , that said counsel or accountants agree to maintain the confidentiality of such information in accordance with the restrictions of this Section 9.18;

(v) disclosure by any party hereto to its Affiliates subject to the confidentiality obligations of this Section; or

(vi) disclosure of information that prior to such disclosure has become public knowledge through no violation of this Agreement.

[The remainder of this page is intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

	SANMINA-SCI MAGYARORSZÁG ELEKTRONIKAI GYÁRTÓ KFT

	By:	/s/ Shelly L. Byers
	Name: Shelly L. Byers
	Title: Legal Representative


	SANMINA MAGYARORSZÁG ELEKTROTECHNIKAI RÉSZEGYSÉGGYÁRTÓ KFT

	By:	/s/ Shelly L. Byers
	Name: Shelly L. Byers
	Title: Legal Representative


	SANMINA-SCI CORPORATION

	By:	/s/ Walter Boileau
	Name: Walter Boileau
	Title: Vice President

	SANMINA-SCI UK LTD.

	By:	/s/ Walter Boileau
	Name: Walter Boileau
	Title: Vice President

	SANMINA-SCI ISRAEL MEDICAL SYSTEMS LTD.

	By:	/s/ Shelly L. Byers
	Name: Shelly L. Byers
	Title: Director

	SANMINA-SCI EMS HAUKIPUDAS OY

	By:	/s/ Shelly L. Byers
	Name: Shelly L. Byers
	Title: Director

	SANMINA-SCI ENCLOSURE SYSTEMS OY

	By:	/s/ Shelly L. Byers
	Name: Shelly L. Byers
	Title: Director

	SANMINA-SCI SYSTEMS SINGAPORE PTE., LTD.

	By:	/s/ Shelly L. Byers
	Name: Shelly L. Byers
	Title: Director

	SANMINA-SCI SYSTEMS CANADA, INC.

	By:	/s/ Shelly L. Byers
	Name: Shelly L. Byers
	Title: Director

	SANMINA-SCI SYSTEMS (THAILAND), LTD.

	By:	/s/ Shelly L. Byers
	Name: Shelly L. Byers
	Title: Director

	DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent


	By:	/s/ Kevin McBrien
	Name: Kevin McBrien
	Title: Vice President

	By:	/s/ Stephen Atallah
	Name: Stephen Atallah
	Title: Managing Director


	DEUTSCHE BANK AG, NEW YORK BRANCH


	By:	/s/ Kevin McBrien
	Name: Kevin McBrien
	Title: Vice President

	By:	/s/ Stephen Atallah
	Name: Stephen Atallah
	Title: Managing Director

Exhibit 10.73

Sanmina-SCI FY2008 Corporate Annual G&A Short-Term Incentive Plan

Effective September 29, 2007

I. Intent

This Short-Term Incentive Plan (the “Plan”) is intended to provide financial incentives to Plan participants. These incentives are based on company and personal performance against financial and operational objectives.

II. General Provisions

Base compensation (paid in accordance with local payroll practice) is separate from the incentive compensation (bonuses) participants are eligible to earn under this Plan. Incentive compensation payable (annually) to a participating employee as set forth in this Plan, will be based on performance measured against the annual financial and operational objectives that will be effective as of the beginning of the fiscal year.

This Plan supersedes all prior and current Plans applicable to the participants of this Plan for the same Plan Period, whether verbal or written, and shall not be modified unless authorized in writing by the Compensation Committee. The Company reserves the right to amend or terminate the Plan during the Plan Period in its sole discretion including the financial and operational objectives contained in this Plan. While every effort will be made to hold Plan changes to a minimum, the Company reserves the right to change the Plan as deemed necessary. Changes or modifications to the terms of incentive compensation of Executive Officers of the Company under this Plan require approval of the Compensation Committee of the Board of Directors. Participation in this Plan is based on position within the Company and shall be determined by the Company in its sole discretion. This Plan shall be governed interpreted and enforced in accordance with the laws of the State of California without regard to conflicts laws principles.

A participant’s level of bonus eligibility (i.e., incentive compensation stated as a percentage of base salary) will be determined by the Company and shall be based upon each Participant’s position within the Company and total targeted compensation. Subject to the provisions of the preceding paragraph concerning Executive Officers, the Company may increase or decrease a Plan participant’s level of participation (i.e. incentive compensation stated as a percentage of base salary) at any time, including during the Plan Period.

Incentive compensation payable to Plan participants will not be considered “earned” until such time as the Plan Period ends, the participant is determined to have met the eligibility requirements set forth herein, the amount of compensation has been determined and approved by the Company, and the participant is an active employee of the Company at the time the incentive compensation is actually paid.

III. Definition of Terms

Compensation Committee – The Compensation Committee of the Company’s Board of Directors.

Executive Officer – Any persons determined by the Board of Directors to constitute an “officer” as that term is defined under Section 16 of the Securities Exchange Act and the rules and regulations promulgated there under.

Plan Period - This is the fixed time period (Fiscal Year) where sales activities and agreed upon financial and operational objectives are subject to this Plan. The Plan Period commences at the start of the Company’s fiscal year which is currently defined as commencing on the Sunday closest to October 1 and ending on the Saturday closest to September 30.

Quantitative Targets – Revenue, operating margin, and other financial or operational targets are established before the beginning of the fiscal year as part of the Company’s planning process and selectively incorporated into the Plan. Payout of any incentive compensation under the Plan is directly dependent on the Company’s attainment of the Quantitative Targets. The specific Quantitative Targets for any given fiscal year as incorporated into the Plan are distributed and communicated to Plan participants separate from this document. Modifications to these targets require the approval of the CEO. For Executive Officers of the Company, the CEO and the Compensation Committee of the Board of Directors must approve any modification. Attainment is determined at the end of the fiscal year and is based on actual performance against targets.

IV. Incentive Payments

Payments under the Plan are entirely subject to the degree to which the Company achieves its Quantitative Targets. To the extent the Company fails to achieve certain minimum Quantitative Target levels, no payout will be made under the Plan. To the extent the Company achieves performance levels that would otherwise prescribe a payout under the Plan, the payout for each individual may include: (i) a calculated portion payable to the participant which is based on the Company’s performance against its Quantitative Targets (the “Corporate Portion”) and (ii) a discretionary, second portion that is payable based on an assessment of the participant’s personal, and/or their division’s performance as assessed by their respective manager (the “Individual/Division Portion”). Accordingly, the actual bonus payable to a participant under the Plan is determined in two steps as follows:

1. Total Eligible Payout: The Company’s actual performance at the end of the Plan Period is first measured and compared against each of the Company’s Quantitative Targets. The earned percentages under each Quantitative Target are determined and accumulated; added, or subtracted as the case may be. This figure, expressed as a percentage, is the Company Performance Percentage under the Plan. If the Company Performance Percentage is equal to or less than 0%, no payout is made to any of the Plan participants for the Plan Period.

2. Target Bonus: Each individual’s target bonus is calculated as follows: Bonus percentage (determined by level) multiplied by base salary

3. Actual Bonus Payout : If the Company Performance Percentage (as defined above) is greater than 0%, the Actual Bonus Payout payable to a Plan participant is then computed as the sum of the following:

a. Company Portion which is calculated as the product of: (i) the participant’s Target Bonus, (ii) the Company Performance Percentage and (iii) the Corporate Weighting (i.e. the percentage of a Plan Participant’s Target Bonus that is earned based solely on the Company’s attainment of the Quantitative Targets); plus

b. Individual/Division Portion which is calculated as the product of: (i) the participant’s Target Bonus, (ii) the Company Performance Percentage, (iii) the Personal/Division Weighting (i.e. the percentage of a Plan Participant’s Target Bonus that is earned based on management’s assessment of the personal/division performance) and (iv) management’s performance assessment. Management’s performance assessment under this portion of the payout may range anywhere from 0%, under which no payout would be made for this portion

of the bonus, up to a maximum of 120%. An example of the foregoing is shown in Exhibit I.

V. Other

Payment of bonus - Bonus payouts, if any, are expected to be made in U.S. locations no later than by Friday, December 12, 2008; foreign locations’ payouts are based on their respective payroll provider schedule, but are to be paid as soon after December 12, 2008 as practicable. Actual payout dates shall be in the sole discretion of the Company.

Income and payroll taxes - All bonuses paid under this Plan are subject to required payroll deductions and withholdings.

New Hires - Employees must commence employment prior to June 30 ^th of the fiscal year to be eligible to participate in the current Plan Period. Bonus payments may be prorated from the first day of employment, for employees hired after the beginning of the Plan Period and prior to June 30, such that bonus payments equal bonus attainment multiplied by the percentage of the Plan Period the participant was employed by the Company.

Transfer - Employees transferring from another bonus plan (e.g. Operations) into the Plan may have their bonus pro-rated from the date of transfer through the end of the Plan Period, in the manner described above.

Status Change - Employees promoted mid year from an ineligible position into an eligible position may have their bonus pro-rated from the date of promotion, in the manner described above.

Performance Improvement Plan – Employees on a Performance Improvement Plan at any time during the Plan Period may have their bonus amount eliminated or adjusted downward at the discretion of the Company.

Leave of Absence - Employees on an approved Leave of Absence (LOA) that is greater than 100 calendar days during the Plan Period , will have their bonus pro-rated for the LOA period (in the manner described above) unless otherwise required by law or the terms of a specific LOA policy adopted by the Company (e.g., military leaves).

Termination of Employment - Employees shall not be entitled to incentive compensation under this Plan if they are not actively employed at Sanmina-SCI when the bonus payout is to be made (if any).

Plan Interpretation - Administration and final interpretation of this Plan are the responsibility of the CEO and the Vice President of Global Compensation and Benefits. All decisions of such persons shall be final and binding.

Approved:

/s/Joseph R. Bronson		/s/ Jure Sola
Joseph R. Bronson		Jure Sola
President and Chief Operating Officer		Chairman and Chief Executive Officer

Plan adopted July 10, 2008

EXHIBIT I:

Example Payouts

Example 1:	Bonus Eligibility: 20% of Base Salary
	Bonus Weighting: 50% Corporate and 50% Personal/Division Performance
	Annual Salary: 100,000
	*Target Bonus: 20,000 (100,000 20%)**
	Company Performance Percentage (determined at end of FY): 45%
	Personal/Division Performance (determined by Manager at end of FY): 90%

	Determine Company Portion:
		*Target Bonus Company Performance Percentage * Corporate Weighting**
		*20,000 45% * 50% = 4,500**
	Determine Individual/Division Portion:
		*Target Bonus Company Performance Percentage * Personal/Division Weighting * Personal/Division Performance)**
		*20,000 50% * 45% * 90% = 4,050**
	Total Bonus Payable:
		Company Portion + Individual/Division Portion
		4,500 + 4,050 = 8,550

Example 2:	Bonus Eligibility: 20% of Base Salary
	Bonus Weighting: 50% Corporate and 50% Personal/Division Performance
	Annual Salary: 100,000
	*Target Bonus: 20,000 (100,000 20%)**
	Corporate Performance Factor (determined at end of FY): 0%

	No bonus payable if the Corporate Performance Factor is equal to 0%.

Example 3:	Bonus Eligibility: 20% of Base Salary
	Bonus Weighting: 50% Corporate and 50% Personal/Division Performance
	Annual Salary: 100,000
	*Target Bonus: 20,000 (100,000 20%)**
	Company Performance Percentage (determined at end of FY): 105%
	Personal/Division Performance (determined by Manager at end of FY): 120%

	Determine Company Portion:
		*Target Bonus Company Performance Percentage * Corporate Weighting**
		*20,000 105% * 50% = 10,500**
	Determine Individual/Division Portion:
			*Target Bonus Company Performance Percentage * Personal/Division Weighting * Personal/Division Performance)**
			*20,000 105% * 50% * 120% = 12,600**
	Total Bonus Payable:
			Company Portion + Individual/Division Portion
			10,500 + 12,600 = 23,100

Exhibit 10.74

SANMINA-SCI CORPORATION

DEFERRED COMPENSATION PLAN

Effective January 1, 2009

TABLE OF CONTENTS

ARTICLE I	PURPOSE	1

ARTICLE II	DEFINITIONS	1
2.1	Account	1
2.2	Beneficiary	2
2.3	Board	2
2.4	Bonus	2
2.5	Change of Control	2
2.6	Code	2
2.7	Code section 409A	2
2.8	Committee	2
2.9	Company	2
2.10	Compensation Committee	2
2.11	Deferral Commitment	2
2.12	Deferral Period	2
2.13	Disability	2
2.14	Elective Deferred Compensation	3
2.15	Eligible Employee	3
2.16	Employer	3
2.17	Initial Election Period	3
2.18	In-Service Distribution Schedule	3
2.19	Investment Funds	3
2.20	Participant	3
2.21	Payment Date	3
2.22	Plan	4
2.23	Retirement	4
2.24	Salary	4
2.25	Specified Employee	4
2.26	Termination Distribution Schedule	4
2.27	Termination of Employment	4
2.28	Unforeseeable Emergency	4

ARTICLE III	PARTICIPATION AND DEFERRAL COMMITMENTS	5
3.1	Eligibility	5
3.2	Deferral Commitments	5
3.3	Revocation of Deferral Commitment upon Unforeseeable Emergency	6

ARTICLE IV	DEFERRED COMPENSATION ACCOUNTS	6
4.1	Accounts	6
4.2	Investment of Accounts	6
4.3	Vesting	6

ARTICLE V	PLAN BENEFITS	7
5.1	Distribution pursuant to Termination Distribution Schedule.	7
5.2	Distribution Pursuant to In-Service Distribution Schedule.	7
5.3	Special Payment Elections	8
5.4	Distributions upon Change of Control.	8
5.5	Distributions upon Disability or death	8
5.6	Distributions Upon an Unforeseeable Emergency	8
5.7	Inability to Locate Participant	8
5.8	Tax Withholding	8
5.9	Valuation and Settlement	8
5.10	Payment to Guardian	8

ARTICLE VI	BENEFICIARY DESIGNATION	9
6.1	Beneficiary Designation	9
6.2	Changing Beneficiary	9
6.3	Community Property	9
6.4	No Beneficiary Designation	9

A R TICLE VII	ADMINISTRATION	10
7.1	Committee	10
7.2	Agents and Delegation	10
7.3	Binding Effect of Decisions	10
7.4	Indemnification of Committee	10

ARTICLE VIII	CLAIMS PROCEDURE	10
8.1	Claim	10
8.2	Review of Claim	10
8.3	Notice of Denial of Claim	11
8.4	Reconsideration of Denied Claim.	11
8.5	Employer to Supply Information	11

ARTICLE IX	AMENDMENT AND TERMINATION OF PLAN	12
9.1	Amendment	12
9.2	Right to Terminate Plan	12

ARTICLE X	MISCELLANEOUS	12
10.1	Unfunded Plan	12
10.2	Unsecured General Creditor	12
10.3	Trust Fund	13
10.4	Nonalienability	13
10.5	Not a Contract of Employment	13
10.6	Protective Provisions	13
10.7	Governing Law	13
10.8	Validity	13
10.9	Notice	13
10.10	Successors	14

iii

SANMINA-SCI CORPORATION

DEFERRED COMPENSATION PLAN

ARTICLE I

PURPOSE

Effective January 1, 2003 Sanmina-SCI Corporation (the “Company”) approved the establishment of the Sanmina-SCI Corporation Deferred Compensation Plan (the “Plan”). The purpose of this Plan is to provide current tax planning opportunities as well as supplemental funds for the retirement or death of certain select employees of the Company. It is intended that the Plan will aid the Company in retaining and attracting employees of exceptional ability.

The provisions of the Plan as amended and restated herein shall be effective as of January 1, 2009 and will apply to benefits accrued on and after January 1, 2005. The Plan shall also govern those benefits accrued under the Deferred Compensation Plan of the SCI Systems, Inc. Employee Financial Security Program that were transferred to this Plan effective as of March 1, 2008. During the 2005 - 2008 period, the Plan was administered in accordance with IRS guidance under section 409A of the Internal Revenue Code (the “Code”). The Plan as amended and restated is intended to reflect the requirements of Code section 409A and the regulations thereunder, and, in all respects, shall be administered and construed in accordance with such requirements.

The provisions of the Plan as of October 3, 2004 (the “2003 Plan Document”) will continue to apply to benefits accrued prior to 2005. Set forth in Appendix A for reference only is a copy of the 2003 Plan Document. No provision of the Plan as amended and restated, nor any future amendment to the Plan, shall amend any provision of the 2003 Plan Document in Appendix A unless otherwise indicated.

ARTICLE II

DEFINITIONS

For purposes of this Plan, the following terms shall have the meanings indicated, unless the context clearly indicates otherwise:

2.1 Account . “Account” means the Account maintained by the Company in accordance with Article IV with respect to any deferrals, any amounts transferred to this Plan, and any applicable earnings. A Participant’s Account shall be utilized solely as a device for the determination and measurement of the amounts to be paid to the Participant pursuant to this Plan and shall not constitute or be treated as a trust fund of any kind.

2.2 Beneficiary . “Beneficiary” means the person, persons or entity entitled under Article VI to receive any Plan benefits payable after a Participant’s death.

2.3 Board . “Board” means the Board of Directors of Sanmina-SCI.

2.4 Bonus . “Bonus” means any compensation that would qualify as “performance-based compensation” within the meaning of Code section 409A. A Participant’s Bonus for purposes of the Plan shall be determined without regard to any reductions (1) for any deferral contributions to a plan qualified under Section 125 or Section 401(k) of the Code or (2) pursuant to any Deferral Commitment.

2.5 Change of Control . “Change of Control” means:

(a) A change in the effective control of the Company as defined under Treasury Regulations section 1.409A-3(i)(5)(vi)(A)(1); or,

(b) A change in the ownership of the Company as defined under Code section 409A; or,

(c) A change in the ownership of a substantial portion of the Company’s assets as defined under Code section 409A.

2.6 Code . “Code” means the Internal Revenue Code, as amended from time to time.

2.7 Code section 409A . Code section 409A shall refer to, collectively, section 409A of the Code and the regulations and IRS guidance issued thereunder.

2.8 Committee . “Committee” means the management committee established by or at the direction of the Board to administer the Plan.

2.9 Company . “Company” means Sanmina-SCI Corporation or any successor thereto.

2.10 Compensation Committee . “Compensation Committee” means the Compensation Committee of the Board.

2.11 Deferral Commitment . “Deferral Commitment” means an election to defer Salary and/or Bonus pursuant to Article III.

2.12 Deferral Period . “Deferral Period” means the period over which a Participant has elected to defer a portion of his Salary and/or Bonus. Each calendar year shall be a separate Deferral Period. However, for the initial Deferral Period under the Plan or for a newly eligible employee, the Deferral Period shall be the portion of the calendar year described in Section 3.2.

2.13 Disability. “Disability” means a mental or physical condition that satisfies the definition of disability contained in the Company’s long-term disability plan and would make the

individual eligible for benefits under that plan; provided that such condition would also qualify as a “disability” as defined under Code section 409A.

2.14 Elective Deferred Compensation . “Elective Deferred Compensation” means the amount of Salary and/or Bonus that a Participant elects to defer pursuant to a Deferral Commitment.

2.15 Eligible Employee . “Eligible Employee” means a management or highly compensated employee who is named by the Company’s Chief Executive Officer or his or her designee or the Committee as eligible to participate in this Plan. To be considered for eligibility in a year, the employee must have a projected base salary equal to at least the compensation amount described under Code section 414(q).

2.16 Employer . “Employer” means the Company and each related company or business which is part of the same controlled group under Code sections 414(b) or 414(c); provided that in applying Code section 1563(a)(1) — (a)(3) for purposes of determining a controlled group of corporations under Code section 414(b) and in applying Treasury Regulations section 1.414(c)-2 for purposes of determining whether trades or businesses are under common control under Code section 414(c), the phrase “at least 50 percent” is used instead of “at least 80 percent.”

2.17 Initial Election Period . “ Initial Election Period” for an Eligible Employee shall mean the period ending thirty (30) days after the date the employee becomes initially eligible under Section 3.1.

2.18 In-Service Distribution Schedule . “In-Service Distribution Schedule” means the distribution schedule elected by the Participant as part of the Deferral Commitment for the Deferral Period which shall govern any in-service distributions in accordance with Section 5.2.

2.19 Investment Funds . “Investment Funds” means the portfolios or funds selected by the Committee to be used in calculating the hypothetical earnings and loses credited to an Account.

2.20 Participant . “Participant” means any individual who is participating in this Plan as provided in Article III and any individual who has an Account under this Plan.

2.21 Payment Date . “Payment Date” shall mean:

(a) with respect to distributions pursuant to an In-Service Distribution Schedule for a Deferral Period, the last regularly scheduled pay day in the January of the calendar year elected by the Participant, and

(b) with respect to distributions to a Participant other than a Specified Employee pursuant to a Termination Distribution Schedule, the last regularly scheduled pay day during the first January or July commencing after the Participant’s Termination of Employment.

(c) with respect to distributions to a Specified Employee pursuant to a Termination Distribution Schedule, the last regularly scheduled pay day during the first January or July commencing after the end of the six (6) month period following the Participant’s Termination of Employment. In no event shall the Payment Date pursuant to a Termination Distribution Schedule for any Participant who is a Specified Employee occur before the end of the six (6) month period following the Participant’s Termination of Employment.

2.22 Plan . “Plan” means the Sanmina-SCI Corporation Deferred Compensation Plan.

2.23 Retirement . “Retirement” means Termination of Employment after the attainment of:

(a) Age sixty (60), or

(b) Age fifty-five (55) with seven (7) years of service with the Employer. A Participant shall be credited with a year of service for each full year in which the Participant remains employed by the Employer, beginning on the Participant’s initial hire date and ending on the date of the Participant’s Termination of Employment.

2.24 Salary . “Salary” means the Participant’s base salary and quarterly bonus, but excluding any annual bonus, commissions, or other benefits payable to a Participant during the Deferral Period. A Participant’s Salary shall be determined without regard to any reductions (1) for any deferral contributions to a plan qualified under Section 125 or Section 401(k) of the Code or (2) pursuant to any Deferral Commitment.

2.25 Specified Employee . “Specified Employee” means any Participant who qualifies as a “specified employee” as defined under Code section 409A.

2.26 Termination Distribution Schedule . “Termination Distribution Schedule” means the distribution schedule elected by the Participant as part of the Deferral Commitment for the Deferral Period, which shall govern distributions upon Termination of Employment in accordance with Section 5.1.

2.27 Termination of Employment . “Termination of Employment” means the Participant’s “separation from service” as defined under Code section 409A.

2.28 Unforeseeable Emergency . “Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from an unexpected illness or accident of the Participant or his or her dependent (as defined in Code section 152(a) (without regard to section 152(b)(1), (b)(2), and (d)(1)(B)), loss of the Participant’s property due to casualty, or some other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. An Unforeseeable Emergency will not be deemed to exist if such emergency may be relieved through reimbursement or compensation from insurance or otherwise, by liquidation of the service providers assets (to the extent such liquidation of the such assets would not cause severe financial hardship) or by cessation of deferrals under this Plan.

ARTICLE III

PARTICIPATION AND DEFERRAL COMMITMENTS

3.1 Eligibility . An employee shall be eligible to participate in the Plan as of the later of: (a) the date on which the employee becomes an Eligible Employee, or (b) the date the employee is notified of his or her eligibility to participate by the Committee and the material terms of such participation.

3.2 Deferral Commitments . An Eligible Employee may elect to defer receipt of his or her Salary and/or Bonus by filing a Deferral Commitment in accordance with this Section 3.2. The total amount deferred by a Participant shall be limited in any calendar year, if necessary, to satisfy the applicable employment tax, income tax and employee benefit plan withholding requirements. The minimum aggregate amount that may be deferred by a Participant during a Deferral Period is $2,000.

(a) Salary Deferral Commitments .

(1) Except as otherwise provided in (2) below, a Participant may elect to defer any portion of the Participant’s Salary by submitting a Deferral Commitment prior to the commencement of the Deferral Period for which the election is to apply, provided that the Committee may require a Participant to submit a Deferral Commitment at an earlier date. Any election to defer Salary shall be irrevocable and shall apply only to the Salary payable with respect to services performed during the Deferral Period for which the election is made.

(2) Notwithstanding the foregoing, during the Participant’s initial year of eligibility, a Participant may elect to defer any portion of the Participant’s Salary by submitting a Deferral Commitment during the Participant’s Initial Election Period, provided that such Deferral Commitment shall be irrevocable and shall apply only to the Salary payable with respect to services performed after the Deferral Commitment is submitted.

(b) Bonus Deferral Commitments .

(1) Except as otherwise provided in (2) below, a Participant may elect to defer any portion of the Participant’s Bonus by submitting a Deferral Commitment no later than six (6) months preceding the end of the performance period to which the Bonus relates; provided that the Committee may require a Participant to submit a Deferral Commitment at an earlier date. Any election to defer the Participant’s Bonus shall be irrevocable and shall apply only to the Bonus payable with respect to services performed during the Deferral Period for which the election is made.

(2) Notwithstanding the foregoing, during the Participant’s initial year of eligibility, a Participant may elect to defer any portion of the Participant’s Bonus by submitting a Deferral Commitment during the Participant’s Initial Election Period, provided that the portion of any Bonus deferred shall be prorated in accordance with Code section 409A.

(c) Distribution Election . A Participant’s Deferral Commitment shall set forth a Termination Distribution Schedule or an In-Service Distribution Schedule with respect to the amounts deferred pursuant to such Deferral Commitment, and any earnings thereon, subject to the limitations described in Section 5.

3.3 Revocation of Deferral Commitment upon Unforeseeable Emergency . In the event the Committee determines that a Participant has suffered an Unforeseeable Emergency or in the event the Participant will receive a hardship distribution (as defined in Treasury Regulations section 1.401(k)-1(d)(3) under the Company’s 401(k) plan, such Participant’s Deferral Commitment with respect to the Deferral Period during which such Unforeseeable Emergency or hardship distribution occurs shall be cancelled in accordance with Code section 409A. The Participant may submit a new Deferral Commitment with respect to future Deferral Periods to the extent permitted under Section 3.2.

ARTICLE IV

DEFERRED COMPENSATION ACCOUNTS

4.1 Accounts . For record keeping purposes only, a separate Account shall be maintained for each Participant. Separate sub-accounts shall be maintained to the extent necessary to properly reflect the Participant’s election of Investment Funds under Section 4.2. A Participant’s Account shall be credited from time to time to reflect a Participant’s Elective Deferred Compensation, any earnings or losses credited to the Account, and any distributions. The specific method of valuing the Accounts shall be in the sole discretion of the Committee.

4.2 Investment of Accounts . A Participant shall designate the Investment Funds in which the Participant’s Account shall be hypothetically invested for purposes of determining the earnings and losses to be credited to that Account. The Committee shall select the Investment Funds made available to Participants in its sole and absolute discretion, and the Committee may change the Investment Funds at any time. In the absence of a hypothetical investment election, the Participant’s Account shall be initially hypothetically invested in the Fixed Rate Fund. Changes to existing hypothetical investment elections shall be effective in accordance with the procedures established by the Committee.

4.3 Vesting . Each Participant’s Account, including earnings thereon, shall be 100% vested at all times.

ARTICLE V

PLAN BENEFITS

5.1 Distribution pursuant to Termination Distribution Schedule .

(a) In the case of a Participant who incurs a Termination of Employment, the Participant’s Account shall be paid to the Participant in the form of a lump sum on the Participant’s Payment Date, unless the Participant is eligible for Retirement, has an Account balance of more than $25,000 at the time of such Termination of Employment, and has properly submitted a Termination Distribution Schedule pursuant to Section 3.2(c). A Participant’s Termination Distribution Schedule may provide for one of the following distribution alternatives:

(1) A lump sum distribution on the Participant’s Payment Date, or

(2) Substantially equal annual installments over a period of two (2) to fifteen (15) years, as elected by the Participant, commencing on the Participant’s Payment Date.

(b) In the case of a Participant who incurs a Termination of Employment and has an Account balance of $25,000 or less or in the case of a Participant who incurs a Termination of Employment prior to Retirement, the Participant’s Account shall be paid to the Participant in a lump sum distribution on the Participant’s Payment Date.

5.2 Distribution Pursuant to In-Service Distribution Schedule .

(a) A Participant may elect to receive a distribution while still employed by submitting an In-Service Distribution Schedule pursuant to Section 3.2(c). An In-Service Distribution Schedule may provide for payment in the form of a lump sum or annual installments payable over a period of two (2) to four (4) years beginning on Participant’s Payment Date. A Participant’s In-Service Distribution Schedule shall apply to the amounts specified by the Participant on his or her Deferral Commitment, and the earnings and losses credited thereto until the Payment Date, provided that the Participant has not yet incurred a Termination of Employment. In the event a Participant incurs a Termination of Employment prior to the Payment Date, the Participant’s In-Service Distribution Schedule shall be void and the Participant’s Account shall be distributed in accordance with Section 5.1 above.

(b) A Participant may modify a previously submitted In-Service Distribution Schedule provided that: (i) such modification shall not take effect until at least twelve (12) months after the date on which such modification is made, (ii) the Payment Date under such modification is deferred at least five (5) years from the previously scheduled Payment Date, and (iii) that such modification must be made no less than twelve (12) months before the previously scheduled Payment Date. For purposes of modifying a previously submitted In-Service Distribution Schedule, a series of installment payments shall be treated as a single payment to be made on the scheduled Payment Date of the first installment.

5.3 Special Payment Elections . To the extent permitted by the Committee, a Participant may modify a previously submitted In-Service or Termination Distribution Schedule provided that any such modification is submitted prior to 2009 and complies with the transition guidance under Code section 409A.

5.4 Distributions upon Change of Control .

In the event of a Change of Control, all Participant Accounts shall be paid in a lump sum to Participants as soon as practicable.

5.5 Distributions upon Disability or death . In the event of the death or Disability of the Participant prior to the Participant’s Payment Date, such Participant’s Account shall be paid to the Participant’s Beneficiary or the Participant, as applicable, in a lump sum as soon as administratively feasible following such Participant’s death or Disability. In the event of the death or Disability of the Participant on or after the Participant’s Payment Date, such Participant’s Account shall continue to be paid in the manner previously elected.

5.6 Distributions Upon an Unforeseeable Emergency . Upon a finding that a Participant has suffered an Unforeseeable Emergency, the Committee may, in its sole discretion, make distributions from the Participant’s Account. A Participant requesting a distribution on account of an Unforeseeable Emergency shall apply in the form and manner designated by the Committee and shall provide such additional information as the Committee may require. The amount of the distribution under this Section 5.6 shall be limited to the amount reasonably necessary to meet the Participant’s needs resulting from the Unforeseeable Emergency, including any amounts necessary to pay federal, state and/or local income taxes reasonably anticipated to result from the distribution. If a distribution is made due to Unforeseeable Emergency in accordance with this Section 5.6, the Participant’s deferrals under this Plan shall cease in accordance with Section 3.3.

5.7 Inability to Locate Participant . In the event that the Committee is unable to locate a Participant or Beneficiary within two (2) years following the required Payment Date, the amount allocated to the Participant’s Account shall be forfeited. If, after such forfeiture, the Participant or Beneficiary later claims such benefit, such benefit shall be reinstated without interest or earnings.

5.8 Tax Withholding . To the extent required by federal, state, or local law in effect at the time payments are made, the Employer shall withhold from any amount that is included in the Participant’s income hereunder any taxes required to be withheld by such law(s).

5.9 Valuation and Settlement . T he amount of a lump sum payment and the amount of installments shall be based on the value of the Participant’s Account as of the end of the month preceding the month of payment, in accordance with the procedures established by the Committee.

5.10 Payment to Guardian . The Committee may direct payment to the duly appointed guardian, conservator, or other similar legal representative of a Participant or Beneficiary to whom

payment is due. In the absence of such a legal representative, the Committee may, in its sole and absolute discretion, make payment to a person having the care and custody of a minor, incompetent or person incapable of handling the disposition of property upon proof satisfactory to the Committee of incompetence, minority, or incapacity. Such distribution shall completely discharge the Committee from all liability with respect to such benefit.

ARTICLE VI

BENEFICIARY DESIGNATION

6.1 Beneficiary Designation . Subject to Section 6.3, each Participant shall have the right, at any time, to designate one (1) or more persons or an entity as Beneficiary (both primary as well as secondary) to whom benefits under this Plan shall be paid in the event of such Participant’s death prior to complete distribution of the Participant’s Account. Each Beneficiary designation shall be in the form prescribed by the Committee and shall be effective only when filed with the Committee during the Participant’s lifetime.

6.2 Changing Beneficiary . Subject to Section 6.3, any Beneficiary designation, other than the Participant’s spouse, may be changed by a Participant without the consent of the previously named Beneficiary by the filing of a new Beneficiary designation with the Committee. The filing of a new properly completed Beneficiary designation shall cancel all Beneficiary designations previously filed.

6.3 Community Property . If the Participant resides in a community property state, any Beneficiary designation shall be valid or effective only as permitted under applicable law.

6.4 No Beneficiary Designation . If any Participant fails to designate a Beneficiary in the manner provided in Section 6.1 and subject to Section 6.3, if the Beneficiary designation is void, or if the Beneficiary designated by a deceased Participant dies before the Participant or before complete distribution of the Participant’s Account, the Participant’s Beneficiary shall be the person in the first of the following classes in which there is a survivor:

(a) T he Participant’s spouse;

(b) The Participant’s children in equal shares, except that if any of the children predeceases the Participant but leaves issue surviving, then such issue shall take, by right of representation, the share the parent would have taken if living; or

(c) The Participant’s estate.

ARTICLE VII

ADMINISTRATION

7.1 Committee . This Plan shall be administered by the Committee, which shall be made of not less than three members appointed by the Company’s Chief Executive Officer. The Committee shall have the discretionary authority to interpret and enforce all appropriate rules and regulations for the administration of this Plan and decide or resolve any and all questions, including interpretations of this Plan, as may arise. A majority vote of the Committee members shall control any decision. Members of the Committee may be Participants under this Plan.

7.2 Agents and Delegation . The Committee may, from time to time, employ agents and delegate to them such administrative duties as it sees fit, and may, from time to time, consult with counsel who may be counsel to the Company. Any reference in the Plan to the Committee shall be deemed to include a reference to any delegatee of the Committee.

7.3 Binding Effect of Decisions . The decision or action of the Committee with respect to any question arising out of or in connection with the administration, interpretation and application of this Plan and the rules and regulations promulgated hereunder shall be final, conclusive and binding upon all persons having any interest in this Plan.

7.4 Indemnification of Committee . The Company shall indemnify and hold harmless the members of the Committee against any and all claims, loss, damage, expense or liability arising from any action or failure to act with respect to this Plan on account of such member’s service on the Committee, except in the case of gross negligence or willful misconduct by such member or as expressly provided by statute.

ARTICLE VIII

CLAIMS PROCEDURE

8.1 Claim . The Committee shall establish rules and procedures to be followed by Participants and Beneficiaries in (a) filing claims for benefits, and (b) for furnishing and verifying proofs necessary to establish the right to benefits in accordance with this Plan, consistent with the remainder of this Article VIII. Such rules and procedures shall require that claims and proofs be made in writing and directed to the Committee.

8.2 Review of Claim . The Committee shall review all claims for benefits. Upon receipt by the Committee of such a claim, it shall determine all facts which are necessary to establish the right of the claimant to benefits under the provisions of this Plan and the amount thereof as herein provided within ninety (90) days of receipt of such claim. If prior to the expiration of the initial ninety (90) day period, the Committee determines additional time is needed to come to a determination on the claim, the Committee shall provide written notice to the Participant,

Beneficiary or other claimant of the need for the extension, not to exceed a total of one hundred eighty (180) days from the date the application was received.

8.3 Notice of Denial of Claim . In the event that any Participant, Beneficiary or other claimant claims to be entitled to a benefit under this Plan, and the Committee determines that such claim should be denied, in whole or in part, the Committee shall, in writing, notify such claimant that the claim has been denied, in whole or in part, setting forth the specific reasons for such denial. Such notification shall be written in a manner reasonably expected to be understood by such claimant, shall refer to the specific sections of this Plan relied on, shall describe any additional material or information necessary for the claimant to perfect the claim, shall provide an explanation of why such material or information is necessary, and, where appropriate, shall include an explanation of how the claimant can obtain reconsideration of such denial.

8.4 Reconsideration of Denied Claim .

(a) Within sixty (60) days after receipt of the notice of the denial of a claim, such claimant or duly authorized representative may request, by mailing or delivery of such written notice to the Committee, a reconsideration by the Committee of the decision denying the claim. If the claimant or duly authorized representative fails to request such a reconsideration within such sixty (60) day period, it shall be conclusively determined for all purposes of this Plan that the denial of such claim by the Committee is correct. If such claimant or duly authorized representative requests a reconsideration within such sixty (60) day period, the claimant or duly authorized representative shall have thirty (30) days after filing a request for reconsideration to submit additional written material in support of the claim, review pertinent documents, and submit issues and comments in writing.

(b) After such reconsideration request, the Committee shall determine within sixty (60) days of receipt of the claimant’s request for reconsideration whether such denial of the claim was correct and shall notify such claimant in writing of its determination. The written notice of the Committee’s decision shall be in writing and shall include specific reasons for the decision, shall be written in a manner reasonably calculated to be understood by the claimant, and shall identify specific references to the pertinent Plan provisions on which the decision is based. In the event of special circumstances determined by the Committee, the time for the Committee to make a decision may be extended by an additional sixty (60) days upon written notice to the claimant prior to the commencement of the extension.

8.5 Employer to Supply Information . To enable the Committee to perform its duties, the Employer shall supply full and timely information to the Committee of all matters relating to the Retirement, Disability, death, or other cause for Termination of Employment of all Participants, and such other pertinent facts as the Committee may require.

ARTICLE IX

AMENDMENT AND TERMINATION OF PLAN

9.1 Amendment . The Committee may at any time amend this Plan by written instrument, notice of which is given to all Participants and to any Beneficiaries to whom a benefit is due. No amendment shall reduce the amount accrued in any Accounts as of the date such notice of the amendment is given. Material changes to this Plan will be effective immediately, but must be ratified and approved at the Compensation Committee meeting immediately following the effective date of such amendment. After a Change of Control of the Company, this Plan may not be amended without the consent of at least 75% of the Participants.

9.2 Right to Terminate Plan . Subject to 9.2(c) the Compensation Committee may partially or completely terminate this Plan if, in its judgment, the tax, accounting, or other effects of the continuance of this Plan would not be in the best interests of the Employer.

(a) Partial Termination . The Compensation Committee may partially terminate this Plan by instructing the Committee not to accept any additional Deferral Commitments. If such a partial termination occurs, this Plan shall continue to operate and be effective with regard to Deferral Commitments entered into prior to the effective date of such partial termination.

(b) Complete Termination . The Compensation Committee may completely terminate this Plan by choosing not to accept any additional Deferral Commitments, and by terminating all ongoing Deferral Commitments, provided that such termination complies with Code section 409A. If such a complete termination occurs, this Plan shall cease to operate and the Employer shall pay out all Accounts in a lump sum in accordance with Code section 409A.

(c) Termination After Change of Control . After a Change of Control, this Plan may not be completely or partially terminated without the consent of at least 75% of the Participants.

ARTICLE X

MISCELLANEOUS

10.1 Unfunded Plan . This Plan is an unfunded plan maintained primarily to provide deferred compensation benefits for a select group of management or highly compensated employees within the meaning of Sections 201, 301 and 401 of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and, therefore, is exempt from the provisions of Parts 2, 3 and 4 of Title I of ERISA.

10.2 Unsecured General Creditor . Participants and Beneficiaries shall be unsecured general creditors, with no secured or preferential right to any assets of the Company or any other

party for payment of benefits under this Plan. Any insurance contracts, mutual fund shares, stocks, bonds or other property purchased by the Company in connection with this Plan shall remain the Company’s general, unpledged, and unrestricted assets. The Company’s obligation under this Plan shall be an unfunded and unsecured promise to pay money in the future.

10.3 Trust Fund . At its discretion, the Company may establish one (1) or more trusts, with such trustees as the Committee may approve, for the purpose of providing for the payment of benefits owed under this Plan. Although such a trust shall be irrevocable, its assets shall be held for payment of all the Company’s general creditors in the event of the Company’s insolvency or bankruptcy. To the extent any benefits provided under this Plan are paid from any such trust, the Company shall have no further obligation to pay them. If not paid from the trust, such benefits shall remain the obligation of the Company. After the occurrence of a Change of Control , the Company will deposit an amount in trust at least equal to the amount necessary to cause the trust’s assets to equal the total of all Accounts under this Plan. Thereafter, the Company will make additional deposits, no less often than monthly, as required to maintain trust assets at a level at least equal the total of all Accounts under this Plan.

10.4 Nonalienability . Except as required under applicable federal, state, or local laws concerning the withholding of tax, rights to benefits payable under this Plan are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, attachment or other legal process, or encumbrance of any kind. Any attempt to alienate, sell, transfer, assign, pledge, or otherwise encumber any such supplemental benefit, whether currently or thereafter payable, shall be void. Notwithstanding any provision of the Plan to the contrary, the Plan shall not recognize or give effect to any domestic relations order attempting to alienate, transfer or assign any Participant benefits.

10.5 Not a Contract of Employment . This Plan shall not constitute a contract of employment between the Employer and the Participant. Nothing in this Plan shall give a Participant the right to be retained in the service of the Employer or to interfere with the right of the Employer to discipline or discharge a Participant at any time.

10.6 Protective Provisions . A Participant shall cooperate with the Employer by furnishing any and all information and taking other actions as requested by the Employer in order to facilitate the administration of this Plan and the payment of benefits hereunder.

10.7 Governing Law . The provisions of this Plan shall be construed and interpreted according to the laws of the state of California, except as preempted by federal law.

10.8 Validity . In case any provision of this Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal and invalid provision had never been inserted herein.

10.9 Notice . Any notice required or permitted under this Plan shall be sufficient if in writing and hand delivered or sent by registered or certified mail. Such notice shall be deemed as given as of the date of delivery or, if delivery is made by mail, as of the date shown on the

postmark on the receipt for registration or certification. Mailed notice to the Committee shall be directed to the Company’s address. Mailed notice to a Participant or Beneficiary shall be directed to the individual’s last known address in the Employer’s records.

10.10 Successors . The provisions of this Plan shall bind and inure to the benefit of the Company and its successors and assigns. The terms “successor” and “successors” as used herein shall include any corporate or other business entity which shall, whether by merger, consolidation, purchase or otherwise, acquire all or substantially all of the business and assets of the Company, and successors of any such corporation or other business entity.

IN WITNESS WHEREOF, the Company has caused its duly authorized officers to execute this Plan as of the 9th day of June, 2008.

	SANMINA-SCI CORPORATION


	By:	/s/ Jure Sola


	Its: Chief Executive Officer

Exhibit 10.75

SANMINA-SCI CORPORATION

DEFERRED COMPENSATION PLAN

FOR OUTSIDE DIRECTORS

(Originally effective June 1, 2002)

Amended and restated effective January 1, 2009

TABLE OF CONTENTS

ARTICLE I		PURPOSE	1

ARTICLE II		DEFINITIONS	1
2.1	Account		1
2.2	Beneficiary		1
2.3	Board		1
2.4	Change of Control		1
2.5	Code		2
2.6	Code section 409A		2
2.7	Committee		2
2.8	Compensation Committee		2
2.9	Common Stock		2
2.10	Company		2
2.11	Compensation		2
2.12	Deferral Commitment		2
2.13	Deferral Period		2
2.14	Deferred Compensation		2
2.15	Eligible Director		2
2.16	Market Value		2
2.17	Participant		2
2.18	Participation Agreement		3
2.19	Plan Year		3
2.20	Share Units		3
2.21	Separation from Service		3

ARTICLE III		DEFERRAL COMMITMENTS	3
3.1	Participation		3
3.2	Initial Year of Participation		3
3.3	Elective Deferrals		3
3.4	Limitations on Deferral Commitments		3

ARTICLE IV		DEFERRED COMPENSATION ACCOUNTS	4
4.1	Accounts		4
4.2	Deferred Compensation		4
4.3	Share Units		4
4.4	Dividends		4
4.5	Determination of Accounts		4
4.6	Vesting of Accounts		4
4.7	Statement of Accounts		4
4.8	Adjustment of Share Units		5

ARTICLE V		PLAN BENEFITS	5
5.1	After Separation from Service		5
5.2	Change of Control		5
5.3	Tax Withholding		5
5.4	Payment to Guardian		5

ARTICLE VI		BENEFICIARY DESIGNATION	6
6.1	Beneficiary Designation		6
6.2	Changing Beneficiary		6
6.3	Community Property		6
6.4	No Beneficiary Designation		6

ARTICLE VII		ADMINISTRATION	6
7.1	Committee		6
7.2	Agents and Delegation		7
7.3	Binding Effect of Decisions		7
7.4	Indemnification of Committee		7

ARTICLE VIII		AMENDMENT AND TERMINATION OF PLAN	7
8.1	Amendment		7
8.2	Right to Terminate Plan		7

ARTICLE IX		MISCELLANEOUS	8
9.1	Unfunded Plan		8
9.2	Trust Fund		8
9.3	Nonalienability		8

9.4	Governing Law	9
9.5	Validity	9
9.6	Notice	9
9.7	Successors	9

iii

SANMINA-SCI CORPORATION

DEFERRED COMPENSATION PLAN FOR OUTSIDE DIRECTORS

ARTICLE I

PURPOSE

Effective June 1, 2002 the Board of Directors of Sanmina-SCI Corporation (“Sanmina-SCI”) approved the establishment of the Sanmina-SCI Corporation Deferred Compensation Plan for Outside Directors (the “Plan”). T he Plan is intended to provide eligible Sanmina-SCI Directors an opportunity to defer payment of all or part of the Compensation which is payable to them for acting as Directors of Sanmina-SCI. Sanmina-SCI now approves the amendment and restatement of the Plan effective January 1, 2009. T he Plan is intended to reflect the requirements of section 409A of the Internal Revenue Code and the regulations issues thereunder, and, in all respects, shall be administered and construed in accordance with such requirements. Prior to 2009, the Plan was administered in accordance with Code section 409A.

ARTICLE II

DEFINITIONS

For purposes of this Plan, the following terms shall have the meanings indicated, unless the context clearly indicates otherwise:

2.1 Account . “Account” means the account established for a Participant pursuant to Article IV. A Participant’s Account shall be utilized solely as a device for the determination and measurement of the amounts to be paid to the Participant pursuant to this Plan and shall not constitute or be treated as a trust fund of any kind.

2.2 Beneficiary . “Beneficiary” means the person, persons or entity entitled under Article VI to receive any Plan benefits payable under Article V after a Participant’s death.

2.3 Board . “Board” means the Board of Directors of Sanmina- SCI.

2.4 Change of Control . “Change of Control” means:

(a) A change in the effective control of the Company as defined under Treasury Regulations section 1.409A-3(i)(5)(vi)(A)(1) ; or,

(b) A change in the ownership of the Company as defined under Code section 409A ; or,

(c) A change in the ownership of a substantial portion of the Company’s assets as defined under Code section 409A .

2.5 Code . “Code” means the Internal Revenue Code, as amended from time to time.

2.6 Code section 409A . Code section 409A shall refer to, collectively, section 409A of the Code and the regulations and IRS guidance issued thereunder.

2.7 Committee . “Committee” means the management committee established by or at the direction of the Board to adminster the Plan.

2.8 Compensation Committee . “Compensation Committee” means the Compensation Committee of the Board.

2.9 Common Stock . “Common Stock” means the shares of common stock of the Company.

2.10 Company . “Company” means Sanmina-SCI Corporation and any successor thereto.

2.11 Compensation . “Compensation” means all fees payable to such Director during the year, including the retainer for service as a member of the Board or any committees thereof and meeting fees. Fees payable in the form of Common Stock and any expense reimbursements for attending Board or committee meetings shall not be included in the definition of Compensation.

2.12 Deferral Commitment . “Deferral Commitment” means an election to defer Compensation made by a Participant pursuant to Article III and submitted in a Participation Agreement.

2.13 Deferral Period . “Deferral Period” means the period over which a Director has elected to defer his Compensation. Each calendar year shall be a separate Deferral Period.

2.14 Deferred Compensation . “Deferred Compensation,” means the amount of Compensation that a Participant elects to defer pursuant to a Deferral Commitment.

2.15 Eligible Director . “Eligible Director” means any individual who is a member of the Board and who is not an employee of the Company or any of its subsidiaries. An individual shall become an Eligible Director only upon notification of his eligibility to participate and the material terms of participation.

2.16 Market Value . “Market Value” means, with respect to one share of Common Stock on any date, the closing price for Common Stock listed in the composite tables in the “Wall Street Journal” for the applicable date.

2.17 Participant . “Participant” means any Eligible Director who has made an election under Article III to defer any portion of his or her Compensation for any Plan Year.

2.18 Participation Agreement . “Participation Agreement” means the Deferral Commitment agreement submitted by a Participant to the Committee pursuant to Article III.

2.19 Plan Year . “Plan Year” means the calendar year.

2.20 Share Units . “Share Units” means a unit of measurement equivalent to one share of Common Stock, with none of the attendant rights of a holder of such share, including, without limitation, the right to vote such share and the right to receive dividends thereon, except to the extent otherwise specifically provided herein.

2.21 Separation from Service . “Separation from Service” shall have the meaning as set forth in Code section 409A.

ARTICLE III

DEFERRAL COMMITMENTS

3.1 Participation . An Eligible Director may elect to participate in this Plan with respect to any Deferral Period by submitting a Participation Agreement to the Committee, prior to the date established by the Committee, in the calendar year immediately preceding the Deferral Period.

3.2 Initial Year of Participation . In the event that an Eligible Director first becomes eligible to participate during a calendar year, a Participation Agreement must be submitted to the Committee no later than thirty (30) days following the date the Director becomes an Eligible Director. Such Participation Agreement shall be effective only with regard to Compensation earned following the submission of the Participation Agreement to the Committee.

3.3 Elective Deferrals . An Eligible Director’s Deferral Commitment may defer all or part of the Compensation payable to the Director during the Plan Year. Once made, a Deferral Commitment shall be irrevocable for the Plan Year.

3.4 Limitations on Deferral Commitments . The following limitations shall apply to Deferral Commitments:

(a) Minimum. The minimum Deferral Commitment shall be two thousand dollars ($2,000) per Deferral Period.

(b) Maximum . The maximum Deferral Commitment shall be one hundred percent (100%) of the Participant’s Compensation.

(c) Changes in Minimum or Maximum . The Committee may amend the Plan to change the minimum or maximum deferral amounts from time to time by giving

written notice to all Participants. No such change may affect a Deferral Commitment made prior to the Committee’s action.

ARTICLE IV

DEFERRED COMPENSATION ACCOUNTS

4.1 Accounts . For record keeping purposes only, separate accounts shall be maintained on the Company’s books and records for each Participant to reflect the Participant’s interest under the Plan.

4.2 Deferred Compensation . The amount of Compensation deferred by each Participant shall be credited to his or her Account as of the date the Deferred Compensation would otherwise have been payable. Any withholding of taxes or other amounts which is required by state, federal or local law with respect to Deferred Compensation shall be withheld from the Participant’s non-deferred Compensation to the maximum extent possible with any excess reducing the amount deferred.

4.3 Share Units . The amounts credited to a Participant’s Account shall be converted into Share Units. The number of Share Units shall be determined by dividing the Compensation deferred by the Market Value of one share of Common Stock on the date as of which the amount is credited.

4.4 Dividends . On each dividend record date, the Participant’s Accounts shall be credited with the cash equivalent of any dividends which the Company would have otherwise paid on Common Stock shares equal to the number of Share Units credited to the Accounts. Such contributions shall be converted into additional Share Units based on the valuation method provided in Section 4.3. In addition, the stock equivalent of any stock dividends paid on Common Stock shall be credited to the Participant’s Account on the record date and will be reflected as additional Share Units. Dividends shall continue to be credited to a Participant’s Account until the final payment is made from the Account.

4.5 Determination of Accounts . The value of each Participant’s Account shall be determined at the end of each trading day. The value shall be based on the Market Value for that day times the number of Share Units credited to the Account.

4.6 Vesting of Accounts . Participants shall be 100% vested in their Accounts at all times.

4.7 Statement of Accounts . The Committee shall submit to each Participant, within thirty (30) days after the close of each calendar quarter and at such other time as determined by the Committee, a statement setting forth the balance of and the credits to the Accounts maintained for such Participant.

4.8 Adjustment of Share Units . In the event of any change in the Common Stock occurring by reason of any stock dividend, recapitalization, reorganization, merger, consolidation, split-up, combination or exchange of shares, or any rights offering to purchase such shares at a price substantially below fair market value, or any similar change affecting the Common Stock, the number and kind of shares represented by the Share Units shall be appropriately adjusted consistent with such change in such manner as the Committee, in its sole discretion, may deem equitable to prevent substantial dilution or enlargement of the rights granted to, or available for, the Participants hereunder. The Committee shall give notice to each Participant of any adjustment made pursuant to this Section and, upon such notice; such adjustment shall be effective and binding for all purposes of the Plan.

ARTICLE V

PLAN BENEFITS

5.1 After Separation from Service . Upon a Participant’s Separation from Service, the Participant shall become entitled to receive the payment of the Participant’s Account. The value of the Participant’s Account as of such date shall be payable in whole shares of Common Stock (and cash to the extent of any fractional shares) in a single payment no later than sixty (60) days thereafter. In the event the Participant is a “specified employee” (as defined under Code section 409A) at the time of such Separation from Service, payment of the Participant’s Account shall not commence any earlier than six months following the Participant’s Separation from Service (except in the event of death). In the event of the Participant’s Separation from Service because of his or her death, payment will be made to the Participant’s Beneficiary within sixty (60) days of Participant’s death.

5.2 Change of Control . Notwithstanding the foregoing, in the event of the occurrence of a Change of Control, the value of each Participant’s Account, determined as of the date of the Change of Control, shall be paid to each Participant in cash in a single payment no later than ten (10) days following such Change of Control.

5.3 Tax Withholding . To the extent required by federal, state, or local law in effect at the time payments are made, the Company shall withhold from any amount that is included in the Participant’s income hereunder any taxes required to be withheld by such law(s).

5.4 Payment to Guardian . The Committee may direct payment to the duly appointed guardian, conservator, or other similar legal representative of a Participant or Beneficiary to whom payment is due. In the absence of such a legal representative, the Committee may, in its sole and absolute discretion, make payment to a person having the care and custody of a minor, incompetent or person incapable of handling the disposition of property upon proof satisfactory to the Committee of incompetence, minority, or incapacity. Such distribution shall completely discharge the Committee from all liability with respect to such benefit.

ARTICLE VI

BENEFICIARY DESIGNATION

6.1 Beneficiary Designation . Subject to Section 6.3, each Participant shall have the right, at any time, to designate one (1) or more persons or an entity as Beneficiary (both primary as well as secondary) to whom benefits under this Plan shall be paid in the event of such Participant’s death prior to complete distribution of the Participant’s Accounts. Each Beneficiary designation shall be in a written form prescribed by the Committee and shall be effective only when filed with the Committee during the Participant’s lifetime.

6.2 Changing Beneficiary . Subject to Section 6.3, any Beneficiary designation, other than the Participant’s spouse, may be changed by a Participant without the consent of the previously named Beneficiary by the filing of a new Beneficiary designation with the Committee. The filing of a new properly completed Beneficiary designation shall cancel all Beneficiary designations previously filed.

6.3 Community Property . If the Participant resides in a community property state, any Beneficiary designation shall be valid or effective only as permitted under applicable law.

6.4 No Beneficiary Designation . If any Participant fails to designate a Beneficiary in the manner provided in Section 6.1 and subject to Section 6.3, if the Beneficiary designation is void, or if the Beneficiary designated by a deceased Participant dies before the Participant or before complete distribution of the Participant’s Accounts, the Participant’s Beneficiary shall be the person in the first of the following classes in which there is a survivor:

(a) The Participant’s spouse;

(b) The Participant’s children in equal shares, except that if any of the children predeceases the Participant but leaves issue surviving, then such issue shall take, by right of representation, the share the parent would have taken if living; or

(c) The Participant’s estate.

ARTICLE VII

ADMINISTRATION

7.1 Committee . This Plan shall be administered by the Committee, which shall be made of not less than three members appointed by the Company’s Chief Executive Officer. The Committee shall have the discretionary authority to interpret and enforce all appropriate rules and regulations for the administration of this Plan and decide or resolve any and all questions, including interpretations of this Plan, as may arise. A majority vote of the Committee

members shall control any decision. Members of the Committee may be Participants under this Plan.

7.2 Agents and Delegation . The Committee may, from time to time, employ agents and delegate to them such administrative duties as it sees fit, and may, from time to time, consult with counsel who may be counsel to the Company. Any reference in the Plan to the Committee shall be deemed to include a reference to any delegatee of the Committee.

7.3 Binding Effect of Decisions . The decision or action of the Committee with respect to any question arising out of or in connection with the administration, interpretation and application of this Plan and the rules and regulations promulgated hereunder shall be final, conclusive and binding upon all persons having any interest in this Plan.

7.4 Indemnification of Committee . The Company shall indemnify and hold harmless the members of the Committee against any and all claims, loss, damage, expense or liability arising from any action or failure to act with respect to this Plan on account of such member’s service on the Committee, except in the case of gross negligence or willful misconduct by such member or as expressly provided by statute.

ARTICLE VIII

AMENDMENT AND TERMINATION OF PLAN

8.1 Amendment . The Committee may at any time amend this Plan by written instrument, notice of which is given to all Participants and to any Beneficiaries to whom a benefit is due. No amendment shall reduce the amount accrued in any Accounts as of the date such notice of the amendment is given. Material changes to this Plan will be effective immediately, but must be ratified and approved at the Compensation Committee meeting immediately following the effective date of such amendment. After a Change of Control of the Company, this Plan may not be amended without the consent of at least 75% of the Participants.

8.2 Right to Terminate Plan . Subject to 8.2(c) the Compensation Committee may partially or completely terminate this Plan if, in its judgment, the tax, accounting, or other effects of the continuance of this Plan would not be in the best interests of the Company.

(a) Partial Termination . The Compensation Committee may partially terminate this Plan by instructing the Committee not to accept any additional Deferral Commitments. If such a partial termination occurs, this Plan shall continue to operate and be effective with regard to Deferral Commitments entered into prior to the effective date of such partial termination.

(b) Complete Termination . The Compensation Committee may completely terminate this Plan by choosing not to accept any additional Deferral Commitments, and by

terminating all ongoing Deferral Commitments, provided that such termination complies with Code section 409A. If such a complete termination occurs, this Plan shall cease to operate and the Company shall pay out all Accounts in a lump sum in accordance with Code section 409A.

(c) Termination After Change of Control . After a Change of Control, this Plan may not be completely or partially terminated without the consent of at least 75% of the Participants.

ARTICLE IX

MISCELLANEOUS

9.1 Unfunded Plan . A Participant shall have the status of a general unsecured creditor of the Company with respect to his or her right to receive any payment under the Plan. The Plan shall constitute a mere promise by the Company to make payments in the future of the benefits provided for herein. It is intended that the arrangements reflected in this Plan be treated as unfunded for tax purposes.

9.2 Trust Fund . The Company may, but shall not be required to, establish a trust to assist it in providing for any of its payment obligations under the Plan. If any such trust is established, all of the assets of the trust shall, at all times prior to payment to Participants, remain subject to the claims of the Company’s creditors; and no Participant or Beneficiary shall have any preferred claim on, or any beneficial ownership interest in, any assets of the trust. Any trust so established shall also contain such other terms and provisions as will permit the trust to be treated as a “grantor trust” under the Internal Revenue Code of 1986, of which the Company is the grantor. If any such trust is established, the Company shall be relieved of its obligation hereunder to pay any amounts or shares of Common Stock to any Participant or Beneficiary, to the extent that such amounts or shares are paid to the Participant or Beneficiary from such trust.

9.3 Nonalienability . The Committee may recognize the right of an alternate payee named in a domestic relations order to receive all or a portion of a Participant’s benefit under this Plan, provided that (a) the domestic relations order would be a “qualified domestic relations order” within the meaning of Code Section 414(p) if Code Section 414(p) were applicable to this Plan; and (b) the domestic relations order does not purport to give the alternate payee any right to assets of the Company or its affiliates. Except as set forth in the preceding two sentences with respect to domestic relations orders, and except as required under applicable federal, state, or local laws concerning the withholding of tax, rights to benefits payable under this Plan are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, attachment or other legal process, or encumbrance of any kind. Any attempt to alienate, sell,

transfer, assign, pledge, or otherwise encumber any such supplemental benefit, whether currently or thereafter payable, shall be void.

9.4 Governing Law . The provisions of this Plan shall be construed and interpreted according to the laws of the state of California.

9.5 Validity . In case any provision of this Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal and invalid provision had never been inserted herein.

9.6 Notice . Any notice required or permitted under this Plan shall be sufficient if in writing and hand delivered or sent by registered or certified mail. Such notice shall be deemed as given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification. Mailed notice to the Committee shall be directed to the Company’s address. Mailed notice to a Participant or Beneficiary shall be directed to the individual’s last known address in the Company’s records.

9.7 Successors . The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company.

IN WITNESS WHEREOF , the Company has caused its duly authorized officers to execute this Plan as of the 9th day of June, 2008.

	SANMINA-SCI CORPORATION

	By	/s/ Jure Sola

	Its Chief Executive Officer

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302(A) OF
THE SARBANES – OXLEY ACT OF 2002

I, Jure Sola, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Sanmina-SCI Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4. The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

5. The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s Board of Directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: August 4, 2008

/s/ JURE SOLA
Jure Sola
Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302(A) OF

THE SARBANES – OXLEY ACT OF 2002

I, David L. White, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Sanmina-SCI Corporation;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date: August 4, 2008

/s/ DAVID L. WHITE
David L. White
Executive Vice President and Chief Financial Officer

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Jure Sola, hereby certify, to my knowledge that, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Sanmina-SCI Corporation on Form 10-Q for the three-month period ended June 28, 2008, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents in all material respects the financial condition and results of operations of Sanmina-SCI Corporation.

		/s/ JURE SOLA
		Jure Sola
Date: August 4, 2008		Chief Executive Officer

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, David L. White, hereby certify, to my knowledge that, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Sanmina-SCI Corporation on Form 10-Q for the three-month period ended June 28, 2008, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-Q fairly presents in all material respects the financial condition and results of operations of Sanmina-SCI Corporation.

		/s/ DAVID L. WHITE
		David L. White
		Executive Vice President and
Date: August 4, 2008		Chief Financial Officer

Section 11. Procedure Upon Application for Indemnification .

Section 12. Presumptions; Effect of Certain Proceedings .

(d) The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

Section 13. Remedies of Indemnitee .

(e) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of a Proceeding, including any appeal therein.

Section 14. Non-exclusivity, Survival of Rights; Insurance Subrogation .

Section 17. Enforcement .

(a)

If to Indemnitee, at such address as Indemnitee shall provide to the Company.

(b)

If to the Company to:

Sanmina-SCI Corporation

2700 North First Street

San Jose, CA 95134

Attn: General Counsel

or to any other address as may have been furnished to Indemnitee by the Company.

Section 24. Miscellaneous . The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.

2.2 Beneficiary . “Beneficiary” means the person, persons or entity entitled under Article VI to receive any Plan benefits payable after a Participant’s death.

2.3 Board . “Board” means the Board of Directors of Sanmina-SCI.

2.5 Change of Control . “Change of Control” means:

(a) A change in the effective control of the Company as defined under Treasury Regulations section 1.409A-3(i)(5)(vi)(A)(1); or,

(b) A change in the ownership of the Company as defined under Code section 409A; or,

(c) A change in the ownership of a substantial portion of the Company’s assets as defined under Code section 409A.

2.6 Code . “Code” means the Internal Revenue Code, as amended from time to time.

2.7 Code section 409A . Code section 409A shall refer to, collectively, section 409A of the Code and the regulations and IRS guidance issued thereunder.

2.8 Committee . “Committee” means the management committee established by or at the direction of the Board to administer the Plan.

2.9 Company . “Company” means Sanmina-SCI Corporation or any successor thereto.

2.10 Compensation Committee . “Compensation Committee” means the Compensation Committee of the Board.

2.11 Deferral Commitment . “Deferral Commitment” means an election to defer Salary and/or Bonus pursuant to Article III.

2.13 Disability. “Disability” means a mental or physical condition that satisfies the definition of disability contained in the Company’s long-term disability plan and would make the

2.14 Elective Deferred Compensation . “Elective Deferred Compensation” means the amount of Salary and/or Bonus that a Participant elects to defer pursuant to a Deferral Commitment.

2.17 Initial Election Period . “ Initial Election Period” for an Eligible Employee shall mean the period ending thirty (30) days after the date the employee becomes initially eligible under Section 3.1.

2.18 In-Service Distribution Schedule . “In-Service Distribution Schedule” means the distribution schedule elected by the Participant as part of the Deferral Commitment for the Deferral Period which shall govern any in-service distributions in accordance with Section 5.2.

2.19 Investment Funds . “Investment Funds” means the portfolios or funds selected by the Committee to be used in calculating the hypothetical earnings and loses credited to an Account.

2.20 Participant . “Participant” means any individual who is participating in this Plan as provided in Article III and any individual who has an Account under this Plan.

2.21 Payment Date . “Payment Date” shall mean:

(a) with respect to distributions pursuant to an In-Service Distribution Schedule for a Deferral Period, the last regularly scheduled pay day in the January of the calendar year elected by the Participant, and

(b) with respect to distributions to a Participant other than a Specified Employee pursuant to a Termination Distribution Schedule, the last regularly scheduled pay day during the first January or July commencing after the Participant’s Termination of Employment.

2.22 Plan . “Plan” means the Sanmina-SCI Corporation Deferred Compensation Plan.

2.23 Retirement . “Retirement” means Termination of Employment after the attainment of:

(a) Age sixty (60), or