EXHIBIT 10.36

EXECUTION VERSION

SANMINA-SCI CORPORATION,
HADCO CORPORATION,
HADCO SANTA ▇▇▇▇▇, INC.,
SANMINA-SCI SYSTEMS HOLDINGS, INC.,
SCI TECHNOLOGY, INC. &
SCIMEX, INC.

as Borrowers,

SANMINA-SCI SYSTEMS (CANADA) INC. &
SCI BROCKVILLE CORP.

as Designated Canadian Guarantors

LOAN, GUARANTY AND SECURITY AGREEMENT

Dated as of November 19, 2008

$135,000,000

CERTAIN FINANCIAL INSTITUTIONS,

as Lenders,

BANK OF AMERICA, N.A.,

as Agent,

BANC OF AMERICA SECURITIES LLC &
DEUTSCHE BANK SECURITIES INC.

as Joint Lead Arrangers and Joint Book Managers

and

DEUTSCHE BANK TRUST COMPANY AMERICAS

as Syndication Agent

TABLE OF CONTENTS

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LIST OF EXHIBITS AND SCHEDULES

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LOAN, GUARANTY AND SECURITY AGREEMENT

THIS LOAN, GUARANTY AND SECURITY AGREEMENT (this “Agreement”) is dated as of November 19, 2008, among SANMINA-SCI CORPORATION, a Delaware corporation (“Sanmina”), HADCO CORPORATION, a Massachusetts corporation (“Hadco”), HADCO SANTA ▇▇▇▇▇, INC., a Delaware corporation (“Hadco Santa ▇▇▇▇▇”), SANMINA-SCI SYSTEMS HOLDINGS, INC., a Delaware corporation (“SSCI Holdings”), SCI TECHNOLOGY, INC., an Alabama corporation (“SCI Technology”), SCIMEX, INC., an Alabama corporation (“Scimex”, and together with Sanmina, Hadco, Hadco Santa ▇▇▇▇▇, SSCI Holdings and SCI Technology, collectively, “Borrowers”), SANMINA-SCI SYSTEMS (CANADA) INC., a Nova Scotia limited company, and SCI BROCKVILLE CORP., a Nova Scotia unlimited company, each as a Designated Canadian Guarantor, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders (“Agent”).

R E C I T A L S:

Borrowers have requested that Lenders provide a credit facility to Borrowers to finance their mutual and collective business enterprise.  Lenders are willing to provide the credit facility on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, for valuable consideration hereby acknowledged, the parties agree as follows:

A G R E E M E N T:

SECTION 1.                            DEFINITIONS; RULES OF CONSTRUCTION

1.1           Definitions.  As used herein, the following terms have the meanings set forth below:

2008 Corporate Reorganization:  the corporate reorganization undertaken by Sanmina and its Domestic Subsidiaries on or prior to the date hereof, as described in Schedule 1.1(a) to the Disclosure Letter, and any changes or modifications thereto with the consent of Agent (which consent will not be unreasonably withheld or delayed).

2009 Corporate Reorganization:  the corporate reorganization to be undertaken by Sanmina and its Subsidiaries, as described in Schedule 1.1(a) to the Disclosure Letter, and any changes or modifications thereto with the consent of Agent (which consent will not be unreasonably withheld or delayed).

2008/2009 Corporate Reorganizations:  the 2008 Corporate Reorganization and the 2009 Corporate Reorganization.

Accordion Effective Date:  as defined in Section 2.3(a).

Accordion Increase:  as defined in Section 2.3(a).

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Account:  as defined in the UCC, including all rights to payment for goods sold or leased, or for services rendered.

Account Debtor:  a Person who is obligated under an Account, Chattel Paper or General Intangible.

Accounts Formula Amount:  the sum of (a) 85% of the Value of Eligible Accounts and (b) the lesser of (i) 65% of the Value of Eligible Foreign Accounts and (ii) 7.5% of the aggregate Commitments.

Adjusted Availability Block:  $25,000,000.

Affiliate:  with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.  “Control” means 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 ability to exercise voting power, by contract or otherwise.  “Controlling” and “Controlled” have correlative meanings.

Agent Indemnitees:  Agent and its officers, directors, employees, Affiliates, branches, agents and attorneys.

Agent Professionals:  attorneys, accountants, appraisers, auditors, business valuation experts, environmental engineers or consultants, turnaround consultants, and other professionals and experts retained by Agent.

Aggregate Payments:  as defined in Section 14.2.

Allocable Amount:  as defined in Section 5.10.3.

Alternate Base Rate: the greater of (i) the Base Rate and (ii) LIBOR for a 30 day Interest Period, as determined on each respective date of determination, plus 150 basis points.

Anti-Terrorism Laws:  any laws relating to terrorism or money laundering, including the Patriot Act.

Applicable Law:  all laws, rules, regulations and binding governmental guidelines applicable to the Person, conduct, transaction, agreement or matter in question, including all applicable statutory law, common law and equitable principles, and all provisions of constitutions, treaties, statutes, rules, regulations, orders, rulings and decrees of Governmental Authorities having jurisdiction over such Person.

Applicable Margin:  with respect to any Type of Loan, as of any date, the margin set forth below opposite the Availability Ratio for the calendar quarter preceding such date:

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Until March 31, 2009, margins shall be determined as if Level III were applicable.  Thereafter, the margins shall be subject to increase or decrease as of the end of each calendar quarter upon the determination by Agent of the Availability Ratio for such calendar quarter, provided, that after receipt of a Compliance Certificate for a particular Fiscal Quarter as provided in Section 10.1.2, if the Fixed Charge Coverage Ratio as of the end of such Fiscal Quarter is at least 1.00 : 1.00, each margin set forth above for the immediately succeeding calendar quarter shall be reduced by 0.25%.

Approved Fund:  any Person (other than a natural person) that is engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in its ordinary course of activities, and is administered or managed by a Lender, an entity that administers or manages a Lender, or an Affiliate of either.

Asset Disposition:  a sale, lease, license, consignment, transfer or other disposition of Property of an Obligor, including (i) a disposition of Property in connection with a sale-leaseback transaction or synthetic lease and (ii) any involuntary loss resulting from a casualty event or condemnation.

Assignment and Acceptance:  an assignment agreement between a Lender and Eligible Assignee, in the form of Exhibit B.

Assuming Lender:  as defined in Section 2.3(d).

Assumption Agreement:  as defined in Section 2.3(d).

Availability:  the Borrowing Base minus the sum of the principal balance of all Loans and LC Obligations (not to include the amount equal to LC Reserves included in the definition of Borrowing Base).

Availability Block:  (i) prior to the Availability Election, $50,000,000; and (ii) after the Availability Election, $25,000,000.

Availability Conditions:  as of any date and in respect of any proposed transaction, the existence of each of the following conditions:  (a) average Availability after giving effect to such transaction on a pro forma basis during the preceding 30 day period is greater than or equal to $75,000,000 (provided that up to $50,000,000 of such Availability requirement can be satisfied to the extent of the amount of cash or Cash Equivalents held in a Cash Collateral Account at Agent), (b) the Availability after giving effect to such transaction on a pro forma basis is greater than or equal to $75,000,000 (provided that up to $50,000,000 of such Availability requirement can be satisfied to the extent of the amount of cash or Cash Equivalents held in a Cash Collateral

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Account at Agent) and (c) no Default or Event of Default exists or would result from such transaction; provided that for the purposes of this definition, each of the $75,000,000 Availability thresholds shall be increased to $100,000,000 if the amount of the Commitments is increased pursuant to Section 2.3 to an aggregate amount in excess of $250,000,000.

Availability Election:  the irrevocable one-time election made by written notice from Borrower Agent to Agent stating that it elects to reduce the Availability Block as contemplated by the definition thereof; provided, such election may be made only within the 60-day period immediately following any two consecutive Fiscal Quarters in respect of which the Fixed Charge Coverage Ratio is at least 1.00 : 1.00.

Availability Ratio: the ratio, expressed as a percentage, for any calendar quarter, of (a) the average Availability during such quarter to (b) the average amount of the Borrowing Base during such quarter.

Availability Reserve:  the sum (without duplication) of (i) the Inventory Reserve; (ii) the Rent and Charges Reserve; (iii) the LC Reserve; (iv) the Bank Product Reserve; (v) the aggregate amount of liabilities secured by Liens upon Collateral that are senior to Agent’s Liens (but imposition of any such reserve shall not waive an Event of Default arising therefrom); (vi) a reserve in respect of Hedging Agreements with one or more Lenders or Affiliates to reflect ▇▇▇▇ to market value risks relating thereto; (vii) Priority Payables; (viii) the Dilution Reserve; and (ix) such additional reserves, in such amounts and with respect to such matters, as Agent in its Credit Judgment may elect to impose from time to time.

Bank of America:  Bank of America, N.A., a national banking association, and its successors and assigns.

Bank of America Indemnitees:  Bank of America and its officers, directors, employees, Affiliates, agents, branches and attorneys.

Bank Product:  any of the following products, services or facilities extended to any Borrower or Subsidiary (but only to Sanmina in the case of Hedging Agreements) by a Lender or any of its Affiliates:  (a) Cash Management Services; (b) products under Hedging Agreements entered into by Sanmina; (c) commercial credit card and merchant card services; and (d) other banking products or services as may be requested by any Borrower or Subsidiary, other than Letters of Credit; provided, however, that for any of the foregoing to be included as an “Obligation” for purposes of a distribution under Section 5.5.1, the applicable Secured Party and Obligor must have previously provided written notice to Agent of (i) the existence of such Bank Product, (ii) the maximum dollar amount of obligations arising thereunder to be included as a Bank Product Reserve (“Bank Product Amount”), and (iii) the methodology to be used by such parties in determining the Bank Product Debt owing from time to time.  The Bank Product Amount may be changed from time to time upon written notice to Agent by the Secured Party and Obligor.  No Bank Product Amount may be established or increased at any time that a Default or Event of Default exists, or if a reserve in such amount would cause an Overadvance.

Bank Product Amount:  as defined in the definition of Bank Product.

Bank Product Debt:  Debt and other obligations of an Obligor relating to Bank Products.

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Bank Product Reserve:  the aggregate amount of reserves established by Agent from time to time in its discretion in respect of Bank Product Debt, which shall be at least equal to the sum of all Bank Product Amounts.

Bankruptcy Code:  Title 11 of the United States Code.

Base Rate:  the rate of interest announced by Bank of America from time to time as its prime rate.  Such rate is set by Bank of America on the basis of various factors, including its costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above or below such rate.  Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

Base Rate Loan:  a Loan that bears interest based on the Alternate Base Rate.

Board of Governors:  the Board of Governors of the Federal Reserve System.

Borrowed Money:  with respect to any Person, without duplication, its (a) Debt that (i) arises from the lending of money by any Person to such Person, (ii) is evidenced by notes, drafts, bonds, debentures, credit documents or similar instruments, (iii) accrues interest or is a type upon which interest charges are customarily paid (excluding accounts payables owing in the Ordinary Course of Business), or (iv) was issued or assumed as full or partial payment for Property (excluding accounts payables owing in the Ordinary Course of Business); (b) Capital Leases; (c) reimbursement obligations with respect to letters of credit; and (d) guaranties of any Debt of the foregoing types owing by another Person; provided that in no event shall Borrowed Money include any obligations under or with respect to an operating lease (regardless of any change in the treatment thereof under GAAP with respect to operating leases outstanding prior to the effectiveness of any such change in treatment.)

Borrower Agent:  as defined in Section 4.4.

Borrowing:  a group of Loans of one Type that are made on the same day or are converted into Loans of one Type on the same day.

Borrowing Base:  on any date of determination:

(x) prior to the Availability Election, a Dollar Equivalent amount equal to the lesser of (a) the aggregate amount of Commitments, minus the Adjusted Availability Block, minus the LC Reserve; or (b) the sum of the Accounts Formula Amount, plus the Inventory Formula Amount, minus the Availability Block, minus the Availability Reserve; and

(y) after the Availability Election, a Dollar Equivalent amount equal to the lesser of (a) the aggregate amount of Commitments, minus the LC Reserve; or (b) the sum of the Accounts Formula Amount, plus the Inventory Formula Amount, minus the Availability Reserve, minus the Availability Block.

Borrowing Base Certificate:  a certificate, in form and substance satisfactory to Agent, by which Borrower Agent certifies calculation of the Borrowing Base.

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Business Day:  any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, North Carolina and California, and if such day relates to a LIBOR Loan, any such day on which dealings in Dollar deposits are conducted between banks in the London interbank Eurodollar market.

Canadian Obligor:  an Obligor organized under the laws of Canada or any province or territory thereof.

Canadian Plan:  any pension or other employee benefit plan and which is:  (a) a plan maintained by any Canadian Subsidiary; (b) a plan to which any Canadian Subsidiary contributes or is required to contribute; (c) a plan to which any Canadian Subsidiary was required to make contributions at any time during the five (5) calendar years preceding the date of this Agreement; or (d) any other plan with respect to which any Canadian Subsidiary or any of its Subsidiaries or Affiliates has incurred or may incur liability, including contingent liability either to such plan or to any Person, administration or Governmental Authority, including the FSCO.

Canadian Subsidiary:  a Subsidiary organized under the laws of Canada or any province or territory thereof.

Capital Lease:  any lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.

Cash Collateral:  cash, and any interest or other income earned thereon, that is delivered to Agent to Cash Collateralize any Obligations.

Cash Collateral Account:  a demand deposit, money market or other account established by Agent at such financial institution as Agent may select in its discretion, which account shall be subject to Agent’s Liens for the benefit of Secured Parties.

Cash Collateralize:  the delivery of cash to Agent, as security for the payment of Obligations, in an amount equal to (a) with respect to LC Obligations, 105% of the aggregate LC Obligations, and (b) with respect to any inchoate, contingent or other Obligations (including Obligations arising under Bank Products), Agent’s good faith estimate of the amount due or to become due, including all fees and other amounts relating to such Obligations.  “Cash Collateralization” has a correlative meaning.

Cash Equivalents:  (a) securities issued or directly and fully guaranteed or insured by (i) the United States government or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof), or (ii) any member of the European Economic Area or Switzerland, or any agency or instrumentality thereof (provided that such country, agency or instrumentality has a credit rating at least equal to that of the United States and the full faith and credit of such country is pledged in support thereof), in each case, with such securities having maturities of not more than thirteen months from the date of acquisition; (b) marketable general obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within thirteen months from the date of acquisition thereof (provided that the full faith and credit of such state is pledged in support thereof) and, at the time of acquisition thereof, having credit ratings of at least AA- (or the equivalent) by S&P and at least Aa3 (or the

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equivalent) by ▇▇▇▇▇’▇; (c) certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances having maturities of not more than thirteen months from the date of acquisition thereof issued by any commercial bank organized in the United States of America, Canada, Japan or Switzerland or any member of the European Economic Area, in each case, of recognized standing and having combined capital and surplus in excess of $500,000,000 (or the foreign currency equivalent thereof); (d) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (a), (b) and (c) entered into with any bank meeting the qualifications specified in clause (c) above; (e) commercial paper having a rating at the time of acquisition thereof of at least A-1 from S&P or at least P-1 from ▇▇▇▇▇’▇ or carrying an equivalent rating by a nationally recognized rating agency, if both of the two named rating agencies cease publishing ratings of investments, and in any case maturing within thirteen months after the date of acquisition thereof; (f) interests in any investment company or money market fund substantially all of the assets of which are of the type specified in clauses (a) through (e) above; (g) corporate obligations with long term ratings of A or better from S&P or ▇▇▇▇▇’▇, with such obligations having maturities of not more than thirteen months from the date of acquisition; and (h) asset backed securities rated AAA or better by S&P or ▇▇▇▇▇’▇, with such securities having maturities of not more than thirteen months from the date of acquisition.

Cash Management Services:  any services provided from time to time by any Lender or any of its Affiliates to any Borrower or Subsidiary in connection with operating, collections, payroll, trust, or other depository or disbursement accounts, including automated clearinghouse, e-payable, electronic funds transfer, wire transfer, controlled disbursement, overdraft, depository, information reporting, lockbox and stop payment services.

CERCLA:  the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 9601 et seq.).

Change in Law:  the occurrence, after the date hereof, of (a) the adoption or taking effect of any law, rule, regulation or treaty; (b) any change in any law, rule, regulation or treaty or in the administration, interpretation or application thereof by any Governmental Authority; or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority.

Change of Control:  at any time, (a) any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) (i) shall have acquired beneficial ownership of 35% or more on a fully diluted basis of the voting and/or economic interest in the Equity Interests of Sanmina 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; (b) during any period of twelve (12) consecutive months, the majority of the seats (other than vacant seats) on the board of directors (or similar governing body) of Sanmina cease to be occupied by Persons who either (i) were members of the board of directors of Sanmina on the Closing Date or (ii) were nominated for election by the board of directors of Sanmina, a majority of whom were directors on the Closing Date 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); (c) any “change of control” or similar event under and as defined in any documentation relating to any Material Indebtedness; or (d) Sanmina ceases to own and control,

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beneficially and of record, directly or indirectly, all Equity Interests in all other Borrowers (except as a result of a transaction permitted by Section 10.2.8(i) involving the merger, amalgamation or consolidation of a Borrower with another Borrower).

Claims:  all liabilities, obligations, losses, damages, penalties, judgments, proceedings, interest, costs and expenses of any kind (including remedial response costs, reasonable attorneys’ fees and Extraordinary Expenses) at any time (including after Full Payment of the Obligations, resignation or replacement of Agent, or replacement of any Lender) incurred by or asserted against any Indemnitee in any way relating to (a) any Loans, Letters of Credit, Loan Documents, or the use thereof or transactions relating thereto, (b) any action taken or omitted to be taken by any Indemnitee in connection with any Loan Documents, (c) the existence or perfection of any Liens, or realization upon any Collateral, (d) exercise of any rights or remedies under any Loan Documents or Applicable Law, or (e) failure by any Obligor to perform or observe any terms of any Loan Document, in each case including all costs and expenses relating to any investigation, litigation, arbitration or other proceeding (including an Insolvency Proceeding or appellate proceedings), whether or not the applicable Indemnitee is a party thereto.

Closing Date:  as defined in Section 6.1.

Code:  the Internal Revenue Code of 1986.

Collateral:  all Property described in Section 7.1, all Property described in any Security Documents as security for any Obligations, and all other Property that now or hereafter secures (or is intended to secure) any Obligations.

Commitment:  for any Lender, its obligation to make loans pursuant to Section 2.1 and to participate in LC Obligations up to the maximum principal amount shown on Schedule 1.1(a), or as hereafter determined pursuant to each Assignment and Acceptance to which it is a party.  “Commitments” means the aggregate amount of such commitments of all Lenders.

Commitment Date:  as defined in Section 2.3(b).

Commitment Termination Date:  the earliest to occur of (a) the Revolver Termination Date; (b) the date on which Borrower Agent terminates the Commitments pursuant to Section 2.1.4; or (c) the date on which the Commitments are terminated pursuant to Section 11.2.

Compliance Certificate:  a certificate, in form and substance satisfactory to Agent, by which Borrower Agent certifies compliance with Section 10.3 and calculates the applicable Level for the Applicable Margin.

Consolidated Capital Expenditures:  for any period, the aggregate of all expenditures of Sanmina and its Subsidiaries during such period determined on a consolidated basis that, in accordance with GAAP, are or should be included in “purchase of property and equipment” or similar items reflected in the consolidated statement of cash flows of Sanmina and its Subsidiaries.

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Consolidated Tangible Foreign Assets:  as of any date of determination, the sum of the amounts that would appear on a consolidated balance sheet of the Foreign Subsidiaries of Sanmina as the total assets of the Foreign Subsidiaries of Sanmina, minus the total intangible assets of the Foreign Subsidiaries of Sanmina.

Contingent Obligation:  any obligation of a Person arising from a guaranty, suretyship, indemnity or other assurance of payment or performance of any Debt, lease, dividend or other obligation (“primary obligations”) of another obligor (“primary obligor”) in any manner, whether directly or indirectly, including any obligation of such Person under any (a) guaranty, endorsement (other than for collection or deposit in the ordinary course of business), co-making or sale with recourse of an obligation of a primary obligor; (b) obligation to make take-or-pay or similar payments regardless of nonperformance by any other party to an agreement; and (c) arrangement (i) to purchase any primary obligation or security therefor, (ii) to supply funds for the purchase or payment of any primary obligation, (iii) to maintain or assure working capital, equity capital, net worth or solvency of the primary obligor, (iv) to purchase Property or services for the purpose of assuring the ability of the primary obligor to perform a primary obligation, or (v) otherwise to assure or hold harmless the holder of any primary obligation against loss in respect thereof.  The amount of any Contingent Obligation shall be deemed to be the stated or determinable amount of the primary obligation (or, if less, the maximum amount for which such Person may be liable under the instrument evidencing the Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with respect thereto.

Contributing Guarantors:  as defined in Section 14.2.

Convertible Indebtedness:  Debt convertible into Equity Interest of Sanmina or any of its Subsidiaries at the option of the holder thereof.

Corporate Head Office Campus:  Sanmina’s head office campus located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 2701 Zanker Road, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.

Credit Judgment:  Agent’s reasonable credit judgment exercised in good faith, based upon its consideration of any factor that it believes (a) could reasonably be expected to adversely affect the quantity, quality, mix or value of Collateral (including any Applicable Law that may inhibit collection of an Account), the enforceability or priority of Agent’s Liens, or the amount that Agent and Lenders could receive in liquidation of any Collateral; (b) suggests that any collateral report or financial information delivered by any Obligor is incomplete, inaccurate or misleading in any material respect; (c) materially increases the likelihood of any Insolvency Proceeding involving an Obligor; or (d) creates or could reasonably be expected to result in a Default or Event of Default.  In exercising such judgment, Agent may consider any factors that could reasonably be expected to increase the credit risk of lending to Borrowers on the security of the Collateral, including any facts arising in any Collateral review done from time to time.

CWA:  the Clean Water Act (33 U.S.C. §§ 1251 et seq.).

Debt:  as applied to any Person, without duplication, (a) all items that would be included as liabilities on a balance sheet in accordance with GAAP, including Capital Leases, but

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excluding accounts payables incurred and being paid in the Ordinary Course of Business; (b) all Contingent Obligations where the primary obligation associated therewith would constitute Debt under this definition; (c) all reimbursement obligations in connection with letters of credit issued for the account of such Person; and (d) in the case of a Borrower, the Obligations.  The Debt of a Person shall include any recourse Debt of any partnership in which such Person is a general partner or joint venturer.

Default:  an event or condition that, with the lapse of time or giving of notice, would constitute an Event of Default.

Default Rate:  for any Obligation (including, to the extent permitted by law, interest not paid when due), 2% plus the interest rate otherwise applicable thereto.

Defaulting Agent: an Agent with respect to which any one or more of the following has occurred: (a) Agent has failed to meet any of its funding or settlement obligations pursuant to this Agreement, and such failure has continued for at least five consecutive Business Days; or (b) Agent is under receivership by the applicable state or federal regulatory authority.

Defaulting Lender:  any Lender that (a) fails to make any payment or provide funds to Agent or any Borrower as required hereunder or fails otherwise to perform its obligations under any Loan Document, and such failure is not cured within one Business Day, or (b) is the subject of any Insolvency Proceeding.

Deposit Account Control Agreements:  the Deposit Account control agreements to be executed by each institution maintaining a Deposit Account for a Borrower or a Designated Canadian Guarantor, in favor of Agent, for the benefit of Secured Parties, as security for the Obligations.

Designated Canadian Guarantor:  any Canadian Subsidiary of Sanmina which is a Guarantor, whose assets are included in the Borrowing Base and which is listed on Schedule 1.1(b) hereto as a Designated Canadian Guarantor, as such Schedule is amended from time to time by notice from Borrower Agent to Agent.

Dilution Percent:  the percent, determined for Borrowers’ most recent Fiscal Quarter, equal to (a) bad debt write-downs or write-offs, discounts, returns, promotions, credits, credit memos and other dilutive items with respect to Accounts of the Obligors, divided by (b) gross sales of the Obligors.

Dilution Reserve:  a reserve against the Accounts Formula Amount in an amount equal to 1% for each whole percentage (or portion thereof) that the Dilution Percent exceeds 5%.

Disclosure Letter:  the disclosure letter of Borrowers to Agent and the Lenders with respect to this Agreement, dated the Closing Date.

Distribution:  any declaration or payment of a distribution, interest or dividend on any Equity Interest (other than payment-in-kind, including a dividend payable solely in shares of stock or the distribution of non-cash rights in connection with any stockholder rights plan); or any purchase, redemption, or other acquisition or retirement for value of any Equity Interest.

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Dollar Equivalent:  of any amount means, at the time of determination thereof, (a) if such amount is expressed in Dollars, such amount, (b) if such amount is expressed in Canadian Dollars or any other currency (other than Dollars), the equivalent of such amount in Dollars determined by using the mid-range rate of exchange quoted by the Wall Street Journal for Dollars or such alternative currency, as applicable, under its “Exchange Rates” column on the Business Day preceding the date of determination and (c) if such amount is denominated in any other currency, the equivalent of such amount in Dollars as determined by Agent using any method of determination it reasonably deems appropriate; provided, however, if such amount is expressed in an alternative currency (other than Dollars) and such amount relates to the issuance of a Letter of Credit by any Issuing Bank, the “Dollar Equivalent” shall mean the equivalent of such amount in Dollars as determined by such Issuing Bank using any customary method of determination it reasonably deems appropriate.

Dollars:  lawful money of the United States of America.

Domestic Subsidiary:  any Subsidiary organized under the laws of the United States of America, any State thereof or the District of Columbia.

Dominion Account:  a special account established by Borrowers and Designated Canadian Guarantors at Bank of America, its Affiliates or branches or another bank acceptable to Agent, over which Agent has exclusive control for withdrawal purposes, including each Lockbox Cash Collateral Account as provided in Section 8.2.4.

EBITDA:  for any period, an amount determined for Sanmina and its Subsidiaries on a consolidated basis in accordance with GAAP equal to the amount equal to the sum of the following:  (a) Net Income; plus (b) to the extent deducted in the calculation of Net Income:  (i) Taxes, whether paid or deferred, (ii) Net Interest Expense, (iii) amortization, (iv) depreciation, (v) other non-cash charges for such period including, without limitation, goodwill, restructuring charges, non-cash charges arising from the 2008/2009 Corporate Reorganizations, non-cash charges arising from the accelerated recognition of pension expenses previously deferred under FAS 87/88, cumulative translation adjustments arising from the liquidation of Subsidiaries, financing costs and expenses, fixed asset and other intangibles impairment; provided that any cash payments made in any future period in respect of such charges shall be subtracted from EBITDA in the period when such payments are made and (vi) any non-cash charges associated with the recognition of fair value of stock options and other equity-based compensation issued to employees which have been expensed in Sanmina’s statement of operations for such period; minus (c) pension related payments or contributions for such period in excess of the related charges or expenses reflected on the income statement for such period.

Eligible Account:  an Account owing to a Borrower or a Designated Canadian Guarantor that arises in the Ordinary Course of Business consistent with past practices from the sale of goods or rendition of services, is payable in Dollars and is deemed by Agent, in its Credit Judgment, to be an Eligible Account; provided that Agent shall not establish any criteria for excluding Accounts from Eligible Accounts other than those set forth below unless Agent shall have given Borrower Agent at least three Business Days prior notice of Agent’s intention to establish such criteria (including an explanation as to the reasons that Agent has determined in its Credit Judgment that such criteria are appropriate).  Without limiting the foregoing, no Account

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shall be an Eligible Account if (a) it is unpaid for more than 60 days after the original due date, or more than 90 days after the original invoice date; (b) 50% or more of the Accounts owing by the Account Debtor are not Eligible Accounts under the foregoing clause; (c) when aggregated with other Accounts owing by the Account Debtor, it exceeds 15% of the aggregate Eligible Accounts (or such higher percentage as Agent may establish for the Account Debtor from time to time); (d) it does not conform with a covenant or representation herein; (e) it is owing by a creditor or supplier, or is otherwise subject to a potential offset, counterclaim, dispute, deduction, discount, recoupment, reserve, defense, chargeback, credit or allowance (but ineligibility shall be limited to the amount thereof); (f) an Insolvency Proceeding has been commenced by or against the Account Debtor (or, to the best of such Borrower or Designated Canadian Guarantor’s knowledge, the Controlling Affiliate thereof); or the Account Debtor (or, to the best of such Borrower or Designated Canadian Guarantor’s knowledge, such Controlling Affiliate) has failed, has suspended or ceased doing business, is liquidating, dissolving or winding up its affairs, or is not Solvent; or the Borrower is not able to bring suit or enforce remedies against the Account Debtor through judicial process; (g) the Account Debtor is organized or has its principal offices or assets outside the United States of America or Canada except to the extent such account is secured or payable by a letter of credit in form and substance satisfactory to Agent; (h) it is owing by a Government Authority, unless the Account Debtor is the United States or any department, agency or instrumentality thereof and the Account has been assigned to Agent in compliance with the Assignment of Claims Act; (i) it is not subject to a duly perfected, first priority Lien in favor of Agent, or is subject to any other Lien other than a Permitted Lien referred to in Section 10.2.2(a), (c), (d), (g) and Section 10.2.1(s); (j) the goods giving rise to it have not been delivered to and accepted by the Account Debtor, the services giving rise to it have not been accepted by the Account Debtor, or it otherwise does not represent a final sale; (k) it is evidenced by Chattel Paper or an Instrument of any kind, or has been reduced to judgment; (l) its payment has been extended, the Account Debtor has made a partial payment, or it arises from a sale on a cash-on-delivery basis; (m) it arises from a sale to an Affiliate, from a sale on a ▇▇▇▇-and-hold, guaranteed sale, sale-or-return, sale-on-approval, consignment, or other repurchase or return basis, or from a sale to a Person for personal, family or household purposes; (n) it represents an inventory price adjustment, a purchase price variance pass-through, a progress billing, a prepayment, an accrual, a deposit, a refund, an invoice with terms in excess of 90 days, a residual invoice, a short payment, unearned revenue or retainage; (o) it includes a billing for interest, fees or late charges, but ineligibility shall be limited to the extent thereof; or (p) it arises from a sale to an Account Debtor listed on Schedule 1.1 to the Disclosure Letter, as such Schedule may be amended from time to time as contemplated by the definition of “Receivables Purchase Facility”.

Eligible Assignee:  a Person that is (a) a Lender, U.S.-based Affiliate of a Lender or Approved Fund; (b) any other financial institution approved by Agent and Borrower Agent (which approval by Borrower Agent shall not be unreasonably withheld or delayed, and shall be deemed given if no objection is made within three Business Days after notice of the proposed assignment), that is organized under the laws of the United States or any state or district thereof, has total assets in excess of $5 billion, extends asset-based lending facilities in its ordinary course of business and whose becoming an assignee would not constitute a prohibited transaction under Section 4975 of the Code or any other Applicable Law; and (c) during any Event of Default, any Person acceptable to Agent in its discretion other than an Obligor, or an Affiliate or Senior Officer of an Obligor.

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Eligible Foreign Account:  an Account from a Foreign Account Debtor that meets the criteria of an “Eligible Account” (other than clause (g) thereof) and is otherwise acceptable to Agent.

Eligible Inventory:  Inventory owned by a Borrower or by a Designated Canadian Guarantor that Agent, in its Credit Judgment, deems to be Eligible Inventory; provided that Agent shall not establish any criteria for excluding Inventory from Eligible Inventory other than those set forth below unless Agent shall have given Borrower Agent at least three Business Days prior notice of Agent’s intention to establish such criteria (including an explanation as to the reasons that Agent has determined in its Credit Judgment that such criteria are appropriate).  Without limiting the foregoing, no Inventory shall be Eligible Inventory unless it (a) is finished goods or raw materials, and not work-in-process, packaging or shipping materials, labels, samples, display items, bags, replacement parts or manufacturing supplies; (b) is not held on consignment, nor subject to any deposit or downpayment; (c) is in new and saleable condition and is not damaged, defective, shopworn or otherwise unfit for sale; (d) is not slow-moving, obsolete or unmerchantable, and does not constitute returned or repossessed goods, it being understood that:  (x) the Borrowers and any Designated Canadian Guarantor’s general ledger “Obsolete and Excess Reserves” shall be deemed to be ineligible; and (y) all inventory in excess of the related customer-provided 90-day forecast that is not included in the foregoing clause (d)(x) or any other borrowing base ineligible category shall be deemed ineligible; (e) meets all standards imposed by any Governmental Authority, and does not constitute hazardous materials under any applicable Environmental Law (excluding, however, electronic products and components which contain hazardous materials but which are still in compliance in all material respects with Applicable Law); (f) conforms with the covenants and representations herein; (g) is subject to Agent’s duly perfected, first priority Lien, and no other Lien other than a Permitted Lien referred to in ▇▇▇▇▇▇▇ ▇▇.▇.▇(▇), (▇), (▇), (▇), (▇), (▇), (▇) and Section 10.2.1(s); (h) is within the continental United States or Canada, is not in transit except between locations of Borrowers and Designated Canadian Guarantors, and is not consigned to any Person; (i) is not subject to any warehouse receipt or negotiable Document; (j) is not subject to any License or other arrangement that restricts such Borrower’s, Designated Canadian Guarantor’s or Agent’s right to dispose of such Inventory, unless Agent has received an appropriate Lien Waiver; (k) is not located on leased premises or in the possession of a warehouseman, processor, repairman, mechanic, shipper, freight forwarder or other Person, unless the lessor or such Person has delivered a Lien Waiver or an appropriate Rent and Charges Reserve has been established; and (l) is reflected in the details of a current perpetual inventory report.

Enforcement Action:  any action to enforce any Obligations or Loan Documents or to realize upon any Collateral (whether by judicial action, self-help, notification of Account Debtors, exercise of setoff or recoupment, or otherwise).

Environmental Laws:  all Applicable Laws (including all programs, permits and guidance promulgated by regulatory agencies having the force of law), relating to the protection or pollution of the environment or exposure of any individual to hazardous materials, including CERCLA, RCRA and CWA.

Environmental Notice:  a notice (whether written or oral) from any Governmental Authority or other Person of any possible noncompliance with, investigation of a possible

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violation of, litigation relating to, or potential fine or liability under any Environmental Law, or with respect to any Environmental Release, a notice of environmental pollution or hazardous materials, including any complaint, summons, citation, order, claim, demand or request for correction, remediation or otherwise.

Environmental Release:  a “release” as defined in CERCLA or under any other applicable Environmental Law.

Equity Interest:  the interest of any (a) shareholder in a corporation; (b) partner in a partnership (whether general, limited, limited liability, unlimited liability or joint venture); (c) member in a limited liability or unlimited liability company; or (d) any other Person having any other form of equity security or ownership, but excluding any debt security or debt instrument convertible into or exchangeable for any equity security or ownership interest.

ERISA:  the Employee Retirement Income Security Act of 1974.

ERISA Affiliate:  any trade or business (whether or not incorporated) under common control with an Obligor within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).

ERISA Event:  (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by any Obligor or ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by any Obligor or ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) any Obligor or ERISA Affiliate fails to meet any funding obligations with respect to any Pension Plan or Multiemployer Plan, or requests a minimum funding waiver; (f) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (g) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Obligor or ERISA Affiliate.

Event of Default:  as defined in Section 11.

Excess Availability:  the positive amount by which (a) the sum of the Accounts Formula Amount plus the Inventory Formula Amount exceeds (b) the aggregate amount of the Commitments minus the LC Reserve.

Exchange Act:  the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

Excluded Tax:  with respect to Agent, any Lender, Issuing Bank or any other recipient of a payment to be made by or on account of any Obligation, (a) Taxes imposed on or measured by

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its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located, or in the case of any Lender, in which its applicable Lending Office is located or with which it has a present or former connection (other than any such connection arising from having executed, delivered or performed its obligations or received payment under, or enforced any Loan Document); (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which any Borrower is located; (c) any backup withholding tax required by the Code to be withheld from amounts payable to a Lender that has failed to comply with Section 5.9; and (d) in the case of a Foreign Lender, any withholding tax that is (i) required pursuant to laws in force at the time such Lender becomes a Lender (or designates a new Lending Office) hereunder, or (ii) attributable to such Lender’s failure or inability (other than as a result of a change in law after the date such Lender becomes a Lender) to comply with Section 5.9, except in either case to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from the Obligors with respect to such withholding tax.

Existing Letter of Credit:  the letters of credit referred to on Schedule 2.2.4.

Extraordinary Expenses:  all costs, expenses or advances that Agent or any Lender may incur during a Default or Event of Default, or during the pendency of an Insolvency Proceeding of an Obligor, including those relating to (a) any audit, inspection, repossession, storage, repair, appraisal, insurance, manufacture, preparation or advertising for sale, sale, collection, or other preservation of or realization upon any Collateral; (b) any action, arbitration or other proceeding (whether instituted by or against Agent, any Lender, any Obligor, any representative of creditors of an Obligor or any other Person) in any way relating to any Collateral (including the validity, perfection, priority or avoidability of Agent’s Liens with respect to any Collateral), Loan Documents, Letters of Credit or Obligations, including any lender liability or other Claims; (c) the exercise, protection or enforcement of any rights or remedies of Agent in, or the monitoring of, any Insolvency Proceeding; (d) settlement or satisfaction of any taxes, charges or Liens with respect to any Collateral; (e) any Enforcement Action; (f) negotiation and documentation of any modification, waiver, workout, restructuring or forbearance with respect to any Loan Documents or Obligations; and (g) Protective Advances.  Such costs, expenses and advances include transfer fees, Other Taxes, storage fees, insurance costs, permit fees, utility reservation and standby fees, legal fees, appraisal fees, brokers’ fees and commissions, auctioneers’ fees and commissions, accountants’ fees, wages and salaries paid to employees of any Obligor or independent contractors in liquidating any Collateral, and travel expenses.

Fair Share:  as defined in Section 14.2.

Fair Share Contribution Amount:  as defined in Section 14.2.

Fair Share Shortfall:  as defined in Section 14.2.

Fee Letter:  the fee letter agreement, dated November 19, 2008, among Agent, the Lead Arrangers and Borrower Agent.

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First Tier Foreign Subsidiary:  at any date of determination, a Foreign Subsidiary in which Sanmina or any Domestic Subsidiary (or any combination thereof) owns directly more than 50%, in the aggregate, of the Equity Interests of such Subsidiary.

Fiscal Month:  a fiscal month of any Fiscal Quarter.

Fiscal Quarter:  a fiscal quarter of any Fiscal Year.

Fiscal Year:  the fiscal year of Borrowers and Subsidiaries for accounting and tax purposes, ending on the Saturday nearest September 30 of each year.

Fixed Charge Coverage Ratio:  the ratio, determined on a consolidated basis for Sanmina and its Subsidiaries for the most recent four Fiscal Quarters then ended, of (a) EBITDA minus Consolidated Capital Expenditures (except those financed with Borrowed Money other than Loans), to (b) Fixed Charges.

Fixed Charges:  the sum of interest expense paid (other than payment-in-kind), scheduled principal payments made on Borrowed Money, Distributions made (excluding any Distributions made:  (i) by any Borrower to any other Borrower or (ii) by any Subsidiary to any Borrower or to any other Subsidiary, but, for the avoidance of doubt, including that portion of any Distribution which is not paid to any Subsidiary or Borrower) and cash Taxes paid, net of cash refunds received; provided, that for purposes of the calculation of the Fixed Charge Coverage Ratio, the sum of such Taxes paid net of cash refunds received shall not be less than zero.

FLSA:  the Fair Labor Standards Act of 1938.

Foreign Account Debtors:  an Account Debtor that is organized or has its principal offices or assets outside the United States of America or Canada and whose corporate credit rating is not less than BB- and Ba3 from S&P and ▇▇▇▇▇’▇, respectively, or, if applicable, the corporate credit rating of its controlling Affiliate is not less than BB- and Ba3 from S&P and ▇▇▇▇▇’▇, respectively.

Foreign Lender:  any Lender that is organized under the laws of a jurisdiction other than the laws of the United States of America, or any state or district thereof.

Foreign Plan:  any employee benefit plan or arrangement (a) maintained or contributed to by any Obligor or Subsidiary that is not subject to the laws of the United States of America; or (b) mandated by a government other than the United States for employees of any Obligor or Subsidiary, other than a Canadian Plan.

Foreign Securitization Facilities:  a non-recourse (other than limited, customary provisions for recourse) securitization facility pursuant to which a non-Obligor Subsidiary of Sanmina sells, assigns, conveys, contributes to capital or otherwise transfers its receivables (including notes, chattel paper, accounts, instruments and general intangibles consisting of rights to payment), together with any Related Assets, to a Securitization Subsidiary.

Foreign Subsidiary:  a Subsidiary (excluding any Designated Canadian Guarantor) that is a “controlled foreign corporation” under Section 957 of the Code.

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FSCO:  the Financial Services Commission of Ontario and any Person succeeding to the functions thereof and includes the Superintendent under such statute and any other Governmental Authority empowered or created by the Supplemental Pension Plans Act (Québec) or the Pension Benefits Act (Ontario) or any Governmental Authority of any other Canadian jurisdiction exercising similar functions in respect of any Canadian Plan of the Borrower or any of its Subsidiaries or Affiliates and any Governmental Authority succeeding to the functions thereof.

Full Payment:  with respect to any Obligations, (a) the full and indefeasible cash payment thereof, including any interest, fees and other charges accruing during an Insolvency Proceeding (whether or not allowed in the proceeding); (b) if such Obligations are LC Obligations, Cash Collateralization thereof (or delivery of a standby letter of credit acceptable to Agent in its discretion, in the amount of required Cash Collateral); (c) a release of any Claims of Obligors against Agent, Lenders and Issuing Bank arising on or before the payment date; (d) adequate provision (as determined by Agent in its reasonable judgment) having been made for the repayment of all Obligations inchoate or contingent in nature related to the provisional application of collections to the Loan Account, including the amount of any automated clearinghouse transfers and the full face amount of any check or other instrument that may be dishonored or returned or that remain unpaid for any reason, plus any bank charges and all other reasonable costs that may be incurred by Agent or any Lender or that may otherwise arise as a result of any such dishonor or return; and (e) adequate provision (as determined by Agent in its reasonable judgment) having been made for any claims against any Indemnitee that have been asserted or threatened in writing or that can otherwise reasonably be identified by Agent based on the then-known facts and circumstances.  No Loans shall be deemed to have been paid in full until all Commitments related to such Loans have expired or been terminated.

Funding Guarantor:  as defined in Section 14.2.

GAAP:  generally accepted accounting principles in effect in the United States from time to time.

Governmental Approvals:  all authorizations, consents, approvals, licenses and exemptions of, registrations and filings with, and required reports to, all Governmental Authorities.

Governmental Authority:  any federal, state, provincial, territorial, municipal, foreign or other governmental department, agency, commission, board, bureau, court, tribunal, instrumentality, political subdivision, or other entity or officer exercising executive, legislative, judicial, regulatory or administrative functions for or pertaining to any government or court, in each case whether associated with the United States, a state, district or territory thereof, Canada, or a province or territory thereof, or any other foreign entity or government.

Guaranteed Obligations:  as defined in Section 14.1.

Guarantor Payment:  as defined in Section 5.10.3.

Guarantors:  each existing and future direct and indirect wholly-owned Domestic Subsidiary and each Designated Canadian Guarantor, except (i) Sanmina-SCI Netherlands

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Holdings LLC, (ii) any Domestic Subsidiary owned by a Foreign Subsidiary and (iii) any Securitization Subsidiary.

Guaranty:  each guaranty executed by a Guarantor in favor of Agent, including the Guaranty set forth in Section 14.

Hedging Agreement:  an agreement relating to any swap, cap, floor, collar, option, forward, cross right or obligation, or combination thereof or similar transaction, with respect to interest rate, foreign exchange, currency, commodity, credit or equity risk.

Increasing Lender:  as defined in Section 2.3(b).

Indemnified Taxes:  Taxes other than Excluded Taxes.

Indemnitees:  Agent Indemnitees, Lender Indemnitees, Issuing Bank Indemnitees and Bank of America Indemnitees.

Indentures:  the Senior Subordinated Indentures and the Senior Indentures.

Insignificant Subsidiary: (a) with respect to Section 10.1.9, a Subsidiary that has assets with a book value not in excess of $5,000,000; and (b) with respect to Section 11.1(j), a Foreign Subsidiary that has assets with a book value not in excess of $10,000,000.

Insolvency Proceeding:  any case or proceeding commenced by or against a Person under any state, provincial, territorial, federal or foreign law for, or any agreement of such Person to, (a) the entry of an order for relief under the Bankruptcy Code, or the commencement of any proceeding under the Bankruptcy and Insolvency Act (Canada) or the Companies’ Creditors Arrangement Act (Canada) or any other insolvency, debtor relief or debt adjustment law; (b) the appointment of a receiver, interim receiver, receiver-manager, monitor, trustee, liquidator, administrator, conservator or other custodian for such Person or any part of its Property under any bankruptcy or insolvency law; or (c) an assignment or trust mortgage for the benefit of creditors under any bankruptcy or insolvency law.

Intellectual Property:  all intellectual and similar Property of a Person, including inventions, designs, patents, copyrights, trademarks, service marks, trade names, trade secrets, confidential or proprietary information, customer lists, know-how, software and databases; all embodiments or fixations thereof and all related documentation, applications, registrations and franchises; all licenses or other rights to use any of the foregoing; and all books and records relating to the foregoing.

Intellectual Property Claim:  any claim or assertion (whether in writing, by suit or otherwise) that a Borrower’s or Subsidiary’s ownership, use, marketing, sale or distribution of any Inventory, Equipment, Intellectual Property or other Property violates another Person’s Intellectual Property.

Interco Subordination Agreement:  the Interco Subordination Agreement dated as of the date hereof among the Obligors, each Subsidiary that may from time to time become a payee on

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any Intercompany Debt owed by an Obligor, Agent, and the other parties thereto, as it may be amended, supplemented or otherwise modified from time to time.

Intercompany Debt:  Debt (whether or not evidenced by a writing) of Sanmina or any of its Subsidiaries payable to, as applicable, Sanmina or any of its Subsidiaries.

Interest Expense:  for any period, total interest expense (including that portion attributable to Capital Leases in accordance with GAAP and capitalized interest) of Sanmina and its Subsidiaries on a consolidated basis with respect to all outstanding Debt of Sanmina and its Subsidiaries, including all commissions, discounts and other fees, charges owed with respect to letters of credit and net costs under Interest Rate Agreements.

Interest Period:  as defined in Section 3.1.3.

Interest Rate Agreement:  any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement or other similar agreement or arrangement, each of which is for the purpose of managing the interest rate exposure or interest rate risk associated with Sanmina’s and its Subsidiaries’ operations and not for speculative purposes.

Inventory:  as defined in the UCC, including all goods intended for sale, lease, display or demonstration; all work in process; and all raw materials, and other materials and supplies of any kind that are or could be used in connection with the manufacture, printing, packing, shipping, advertising, sale, lease or furnishing of such goods, or otherwise used or consumed in the business of a Borrower or Designated Canadian Guarantor, respectively (but excluding Equipment).

Inventory Formula Amount:  the lesser of (I) the sum of (a) the lesser of (i) up to 35% of the Value of raw materials Eligible Inventory of the Borrowers and the Designated Canadian Guarantors and (ii) up to 85% of the NOLV Percentage of the Value of such raw materials Eligible Inventory and (b) the lesser of (i) up to 35% of the Value of finished goods Eligible Inventory of the Borrowers and the Designated Canadian Guarantors and (ii) up to 85% of the NOLV Percentage of the Value of such finished goods Eligible Inventory and (II) 20% of the aggregate Commitments.

Inventory Reserve:  reserves established by Agent to reflect factors that may negatively impact the Value of Inventory, including change in salability, obsolescence, seasonality, theft, shrinkage, imbalance, change in composition or mix, markdowns, warranty and vendor chargebacks.

Investment:  any acquisition of all or substantially all assets of a Person; any acquisition of record or beneficial ownership of any Equity Interests of a Person; or any advance or capital contribution to or other investment in a Person.  For purposes of calculation, the amount of any Investment outstanding at any time shall be the aggregate amount of such Investment less all cash dividends and cash distributions received by such Person thereon (or in the case of noncash dividends and distributions received by such Person, the amount of cash received in respect thereof when and if converted into cash).

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IRS:  the United States Internal Revenue Service.

Issuing Bank:  Deutsche Bank Trust Company Americas, as an issuing bank of one or more Existing Letters of Credit, and Bank of America or an Affiliate or branch of Bank of America.

Issuing Bank Indemnitees:  Issuing Bank and its officers, directors, employees, Affiliates, branches, agents and attorneys.

LC Application:  an application by Borrower Agent to Issuing Bank for issuance of a Letter of Credit, in form and substance satisfactory to Issuing Bank.

LC Conditions:  the following conditions necessary for issuance of a Letter of Credit:  (a) each of the conditions set forth in Section 6; (b) after giving effect to such issuance, total LC Obligations do not exceed the Letter of Credit Subline, no Overadvance exists and, if no Loans are outstanding, the LC Obligations do not exceed the Borrowing Base (without giving effect to the LC Reserve for purposes of this calculation); (c) the expiration date of such Letter of Credit is (i) no more than 365 days from issuance, in the case of standby Letters of Credit, (ii) no more than 120 days from issuance, in the case of documentary Letters of Credit, and (iii) at least 20 Business Days prior to the Fifth Anniversary of the Closing Date; (d) the Letter of Credit and payments thereunder are denominated in Dollars; and (e) the form of the proposed Letter of Credit is satisfactory to Agent and Issuing Bank in their discretion.

LC Documents:  all documents, instruments and agreements (including LC Requests and LC Applications) delivered by Borrowers or any other Person to Issuing Bank or Agent in connection with issuance, amendment or renewal of, or payment under, any Letter of Credit.

LC Obligations:  the sum (without duplication) of (a) all amounts owing by Borrowers for any drawings under Letters of Credit; (b) the stated amount of all outstanding Letters of Credit; and (c) all fees and other amounts owing with respect to Letters of Credit.

LC Request:  a request for issuance of a Letter of Credit, to be provided by Borrower Agent to Issuing Bank, in form satisfactory to Agent and Issuing Bank.

LC Reserve:  the aggregate of all LC Obligations, other than (a) those that have been Cash Collateralized; and (b) if no Default or Event of Default exists, those constituting charges owing to the Issuing Bank.

Lead Arrangers:  Banc of America Securities LLC and Deutsche Bank Securities Inc.

Lender Counterparty:  each Lender or any Affiliate of a Lender counterparty to a Hedging Agreement (including any Person who is a Lender as of the Closing Date but subsequently, whether before or after entering into a Hedging Agreement, ceases to be a Lender).

Lender Indemnitees:  Lenders and their officers, directors, employees, Affiliates, branches, agents and attorneys.

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Lenders:  as defined in the preamble to this Agreement, including Agent in its capacity as a provider of Swingline Loans and any other Person who hereafter becomes a “Lender” pursuant to an Assignment and Acceptance or an Assumption Agreement.

Lending Office:  the office designated as such by the applicable Lender at the time it becomes party to this Agreement or thereafter by notice to Agent and Borrower Agent.

Letter of Credit:  any standby or documentary letter of credit issued by Issuing Bank for the account of a Borrower, or any indemnity, guarantee, exposure transmittal memorandum or similar form of credit support issued by Agent or Issuing Bank for the benefit of a Borrower and shall include the existing Letters of Credit.

Letter of Credit Subline:  $50,000,000; provided, that if the aggregate amount of the Commitments is greater than $250,000,000, “Letter of Credit Subline” shall mean $100,000,000.

LIBOR:  for any Interest Period with respect to a LIBOR Loan, the per annum rate of interest (rounded upward, if necessary, to the nearest 1/100th of 1%), determined by Agent at approximately 11:00 a.m. (London time) two Business Days prior to commencement of such Interest Period, for a term comparable to such Interest Period, equal to (a) the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or other commercially available source designated by Agent); or (b) if BBA LIBOR is not available for any reason, the interest rate at which Dollar deposits in the approximate amount of the LIBOR Loan would be offered by Bank of America’s London branch to major banks in the London interbank Eurodollar market.  If the Board of Governors imposes a Reserve Percentage with respect to LIBOR deposits, then LIBOR shall be the foregoing rate, divided by 1 minus the Reserve Percentage.

LIBOR Loan:  a Loan that bears interest based on LIBOR.

License:  any license or agreement under which an Obligor is authorized to use Intellectual Property in connection with any manufacture, marketing, distribution or disposition of Collateral, any use of Property or any other conduct of its business.

Licensor:  any Person from whom an Obligor obtains the right to use any Intellectual Property.

Lien:  any Person’s interest in Property securing an obligation owed to, or a claim by, such Person, whether such interest is based on common law, statute or contract, including liens, security interests, pledges, hypothecations, statutory trusts, reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, conditional sales, restrictions, leases, leasings, and other title exceptions and encumbrances affecting Property.

Lien Waiver:  an agreement, in form and substance reasonably satisfactory to Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral, agrees to hold any Documents in its possession relating to the Collateral as agent for Agent, and agrees to

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deliver the Collateral to Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Agent’s Lien, waives or subordinates any Lien it may have on the Collateral, and agrees to deliver the Collateral to Agent upon request; and (d) for any Collateral subject to a Licensor’s Intellectual Property rights, the Licensor grants to Agent the right, vis-à-vis such Licensor, to enforce Agent’s Liens with respect to the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License.

Loan:  a loan made pursuant to Section 2.1, and any Swingline Loan, Overadvance Loan or Protective Advance.

Loan Account:  the loan account established by each Lender on its books pursuant to Section 5.7.

Loan Documents:  this Agreement, Other Agreements and Security Documents.

Loan Year:  each 12 month period commencing on the Closing Date and on each anniversary of the Closing Date.

Lockbox Cash Collateral Account: a Cash Collateral Account that has been designated a “lockbox account” by the Borrower Agent.

Margin Stock:  as defined in Regulation U of the Board of Governors.

Material Adverse Effect:  the effect of any event or circumstance that, taken alone or in conjunction with other events or circumstances, (a) has or could be reasonably expected to have a material adverse effect on the business, operations, Properties, liabilities (actual or contingent) or condition (financial or otherwise) of Borrowers and their Subsidiaries, taken as a whole, on the value of any material portion of Collateral, on the enforceability of any Loan Documents, or on the validity or priority of Agent’s Liens on any Collateral; (b) materially impairs the ability of any Obligor to perform any of its obligations under the Loan Documents, including repayment of any Obligations; or (c) otherwise materially impairs the ability of Agent or any Lender to enforce or collect any Obligations or to realize upon any Collateral; provided that the effect on Sanmina’s consolidated financial position or results of operations of the sale by Sanmina and its Subsidiaries of their personal computing and associated logistics services business shall not constitute a Material Adverse Effect.

Material Contract:  any agreement or arrangement to which a Borrower or Subsidiary is party (other than the Loan Documents) (a) that is deemed to be a material contract under any securities law applicable to such Person, including the Securities Act of 1933; (b) for which breach, termination, nonperformance or failure to renew could reasonably be expected to have a Material Adverse Effect; or (c) that relates to Subordinated Debt or Borrowed Money having an outstanding principal amount of $25,000,000 or more.

Material Indebtedness:  any Borrowed Money (other than the Loans), or obligations in respect of one or more Hedging Agreements, of any Obligor evidencing an outstanding principal amount exceeding $25,000,000.  For purposes of determining Material Indebtedness, the “principal amount” of the obligations of such Obligor in respect of any Hedging Agreement at

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any time shall be the maximum aggregate amount (giving effect to any netting agreements) that such Obligor would be required to pay if such Hedging Agreement were terminated at such time.

Moody’s:  ▇▇▇▇▇’▇ Investors Service, Inc., and its successors.

Multiemployer Plan: any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which any Obligor or ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions.

Net Income: for any period, (i) the net income (or loss) of Sanmina and its Subsidiaries on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP, excluding (ii) (a) the income (or loss) of any Person (other than a Subsidiary of Sanmina) in which any other Person (other than Sanmina or any of its Subsidiaries) has a joint interest, except to the extent of the amount of dividends or other distributions actually paid to Sanmina or any of its Subsidiaries by such Person during such period, (b) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of Sanmina or is merged into or consolidated with Sanmina or any of its Subsidiaries or that Person’s assets are acquired by Sanmina or any of its Subsidiaries, (c) the income of any Subsidiary of Sanmina to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary, (d) any after-tax gains or losses attributable to Asset Dispositions or returned surplus assets of any Pension Plan, and (e) (to the extent not included in clauses (a) through (d) above) any net extraordinary gains or net extraordinary losses, to the extent included in determining net income (or loss) for such period.

Net Interest Expense:  for any period, Interest Expense for such period minus interest income included in Net Income for such period.

Net Proceeds:  with respect to an Asset Disposition, proceeds (including, when received, any deferred or escrowed payments) received by a Borrower or Subsidiary in cash from such disposition, net of (a) reasonable and customary costs and expenses actually incurred in connection therewith, including legal fees and sales commissions; (b) amounts applied to repayment of Debt secured by a Permitted Lien senior to Agent’s Liens on Collateral sold, including, without limitation, any premium, penalty, or make-whole amounts related thereto required to be paid as a result of such Asset Disposition; (c) Taxes paid or a good faith estimate of Taxes payable with respect to such proceeds, including, without limitation, any premium, penalty, or make-whole amounts related thereto required to be paid as a result of such Asset Disposition; and (d) reserves for indemnities or other reserves in accordance with GAAP against any liabilities associated with the assets sold, transferred, leased, licensed, consigned or disposed of in such Asset Disposition, including pension and other post-retirement benefit liabilities and liabilities related to environmental matters, until such reserves are no longer needed.

NOLV Percentage:  the net orderly liquidation value of Inventory, expressed as a percentage, expected to be realized at an orderly, negotiated sale held within a reasonable period of time, net of all liquidation expenses, as determined from the most recent appraisal of the

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Inventory of the Borrowers and the Designated Canadian Guarantors performed by an appraiser and on terms reasonably satisfactory to Agent.

Notes:  each Revolver Note or other promissory note executed by a Borrower to evidence any Obligations.

Notice of Borrowing:  a Notice of Borrowing to be provided by Borrower Agent to request a Borrowing of Loans, in form reasonably satisfactory to Agent.

Notice of Conversion/Continuation:  a Notice of Conversion/Continuation to be provided by Borrower Agent to request a conversion or continuation of any Loans as LIBOR Loans, in form reasonably satisfactory to Agent.

Obligations:  all (a) principal of and premium, if any, on the Loans, (b) LC Obligations and other obligations of Obligors with respect to Letters of Credit, (c) interest, expenses, fees and other sums payable by Obligors under Loan Documents, (d) obligations of Obligors under any indemnity for Claims, (e) Extraordinary Expenses, (f) Bank Product Debt, and (g) other Debts, obligations and liabilities of any kind owing by Obligors pursuant to the Loan Documents, whether now existing or hereafter arising, whether evidenced by a note or other writing, whether allowed in any Insolvency Proceeding, whether arising from an extension of credit, issuance of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, and whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, or joint or several.

Obligee Guarantor:  as defined in Section 14.7.

Obligor:  each Borrower or Guarantor.

Ordinary Course of Business:  the ordinary course of business of any Borrower or Subsidiary, in the exercise of its reasonable business judgment and undertaken in good faith.

Organic Documents:  with respect to any Person, its charter, certificate or articles of incorporation, bylaws, articles of organization, limited liability agreement, operating agreement, members agreement, shareholders agreement, partnership agreement, certificate of partnership, certificate of formation, voting trust agreement, or similar agreement or instrument governing the formation or operation of such Person.

OSHA:  the Occupational Safety and Hazard Act of 1970.

Other Agreement:  each Note; LC Document; Fee Letter; Lien Waiver; Borrowing Base Certificate, Compliance Certificate, Perfection Certificate, financial statement or report delivered hereunder; the Disclosure Letter; or other document, instrument or agreement (other than this Agreement, a Security Document, any Hedging Agreement or any agreement related to Bank Products) now or hereafter entered into by an Obligor with Agent or a Lender in connection with any transactions relating hereto.

Other Taxes:  all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made under any Loan

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Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document.

Overadvance:  as defined in Section 2.1.5.

Overadvance Loan:  a Base Rate Loan made when an Overadvance exists or is caused by the funding thereof.

Participant:  as defined in Section 13.2.

Patriot Act:  the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115 Stat. 272 (2001).

Payment Item:  each check, draft or other item of payment payable to a Borrower, including those constituting proceeds of any Collateral.

PBGC:  the Pension Benefit Guaranty Corporation.

Pension Plan:  any employee pension benefit plan (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by any Obligor or ERISA Affiliate or to which the Obligor or ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the preceding five plan years.

Perfection Certificate:  the perfection certificate of Obligors with respect to this Agreement in form and substance satisfactory to Agent, dated the Closing Date, as the same shall be supplemented from time to time.

Permitted Acquisition:  any acquisition by Sanmina or any of its wholly-owned Subsidiaries, whether by purchase, merger, amalgamation, or otherwise, of all or substantially all of the assets of, all of the Equity Interests of, or a business line or unit or a division of, any Person; provided,

a.             immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom;

b.             all transactions in connection therewith shall be consummated, in all material respects, in accordance with all applicable laws and in conformity with all applicable Governmental Authorizations;

c.             in the case of the acquisition of Equity Interests in which all of the Equity Interests (except for any such Equity Interests in the nature of directors’ qualifying shares required pursuant to applicable law) acquired or otherwise issued by such Person or any newly formed Subsidiary of Sanmina in connection with such acquisition shall be owned 100% by Sanmina or a Guarantor, Sanmina shall take, or cause to be taken, promptly

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after the date such Person becomes a Subsidiary of Sanmina, to the extent applicable, each of the actions set forth in Section 10.1.9;

d.             in the case of an acquisition where the consideration payable is $25,000,000 or more, Sanmina shall have delivered to Agent at least ten (10) Business Days (or such shorter period of time as may be agreed to by Agent) prior to such proposed acquisition, all relevant financial information with respect to such acquired assets or Equity Interests, including, without limitation, the aggregate consideration for such acquisition;

e.             any Person or assets or division as acquired in accordance herewith shall constitute a Permitted Business; and

f.              such acquisition shall not have been preceded by a tender offer that has not been approved by the board of directors of such Person.

Permitted Asset Disposition:  as long as (i) no Default or Event of Default exists and (ii) during a Trigger Period, all Net Proceeds with respect to Collateral received by an Obligor are remitted to Agent, an Asset Disposition that is (a) a sale of Inventory in the Ordinary Course of Business consistent with past practices (including, without limitation, the sale of Inventory from Sanmina or any Subsidiary to Sanmina or any Subsidiary; (b) a disposition of Equipment; (c) a disposition of Inventory that is obsolete, unmerchantable or otherwise unsalable in the Ordinary Course of Business consistent with past practices; (d) termination of a lease of real or personal Property that is not necessary for the Ordinary Course of Business consistent with past practices, could not reasonably be expected to have a Material Adverse Effect and does not result from an Obligor’s default; (e) approved in writing by Agent and Required Lenders; or (f) replacement of Equipment that is worn, damaged or obsolete with Equipment of like function and value, if the replacement Equipment is acquired substantially contemporaneously with such disposition and is free of Liens; provided that in all cases any involuntary loss resulting from a casualty event or condemnation shall constitute a Permitted Asset Disposition.

Permitted Business:  any business that is related, ancillary or complementary to the businesses of Sanmina and its Subsidiaries on the Closing Date or any reasonable extension thereof.

Permitted Contingent Obligations:  Contingent Obligations (a) arising from endorsements of Payment Items for collection or deposit in the Ordinary Course of Business consistent with past practices; (b) arising from Hedging Agreements permitted hereunder; (c) existing on the Closing Date, and any extension or renewal thereof that does not increase the amount of such Contingent Obligation when extended or renewed; (d) incurred in the Ordinary Course of Business consistent with past practices with respect to surety, appeal or performance bonds, or other similar obligations; (e) arising from customary indemnification obligations in favor of purchasers in connection with dispositions of Equipment permitted hereunder; (f) arising under the Loan Documents; or (g) in an aggregate amount of $50,000,000 or less at any time.

Permitted Lien:  as defined in Section 10.2.2.

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Permitted Pool Transaction:  the transfer of cash, whether directly or indirectly, through the repayment of or making of any Intercompany Debt, the making of any Upstream Payment or the making of Investments, from a Foreign Subsidiary to another Foreign Subsidiary in order to have the cash balances of such Foreign Subsidiaries repay or refund their obligations under the Citibank cash management pool, provided that in connection with any such transfer, (i) if any cash is proposed to be transferred from an Obligor to a Foreign Subsidiary, prior to, or simultaneously with, such proposed transfer, an equivalent amount of cash shall be transferred to such Obligor from a Foreign Subsidiary and (ii) if any cash is proposed to be transferred to an Obligor from a Foreign Subsidiary, prior to, or simultaneously with, such proposed transfer, an equivalent amount of cash shall be transferred from such Obligor to a Foreign Subsidiary.

Permitted Purchase Money Debt:  Purchase Money Debt of Borrowers and Subsidiaries that is unsecured or secured only by a Purchase Money Lien, as long as the aggregate principal amount does not exceed $75,000,000 at any time plus any amount permitted by and not utilized pursuant to Section 10.2.1(l), but in no event shall the aggregate outstanding principal amount of Purchase Money Debt and Debt permitted under Section 10.2.1(l) exceed at any time $150,000,000.

Person:  any individual, corporation, limited liability company, unlimited liability company, partnership, joint venture, joint stock company, land trust, business trust, unincorporated organization, Governmental Authority or other entity.

Plan:  any employee benefit plan (as such term is defined in Section 3(3) of ERISA) established by an Obligor or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, an ERISA Affiliate.

Pledged Securities:  the Equity Interests in each of the Borrowers (other than Sanmina) and the Guarantors and other Equity Interests owned directly by the Borrowers and the Guarantors, provided in the case of any First Tier Foreign Subsidiary (other than any Designated Canadian Guarantor) and in the case of Sanmina-SCI Netherlands Holdings LLC not more than 65% of the voting Equity Interests thereof shall be “Pledged Securities” and provided, further, that Pledged Securities shall exclude (i) any Equity Interests in any Securitization Subsidiary, (ii) any Equity Interests in Sanmina-SCI Australia Holding Pty Ltd., and (iii) any other Equity Interests to the extent Agent determines in its reasonable discretion after consultation with Borrower Agent that such pledge is not commercially feasible.

PPSA:  the Personal Property Security Act (Ontario) (or any successor statute) or similar legislation of any other Canadian jurisdiction (including, without limitation, the Civil Code of Québec), the laws of which are required by such legislation to be applied in connection with the issue, perfection, effect of perfection, enforcement, enforceability, opposability, validity or effect of security interests, hypothecs or other applicable Liens.

Priority Payables:  at any time, with respect to each Designated Canadian Guarantor:

(a)           the amount past due and owing by each such Designated Canadian Guarantor, or the accrued amount for which such Designated Canadian Guarantor has an obligation to remit to a Governmental Authority or other Person pursuant to any

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applicable law, rule or regulation, in respect of (i) goods and services taxes, sales taxes, employee income taxes, municipal taxes and other taxes payable or to be remitted or withheld; (ii) workers’ compensation; (iii) vacation or holiday pay; and (iv) other like charges and demands  to the extent any Governmental Authority or other Person may claim a security interest, Lien, trust or other claim ranking or capable of ranking in priority to or pari passu with one or more of the first priority Liens granted in the Security Documents; and

(b)           the aggregate amount of any other liabilities of each such Designated Canadian Guarantor in respect of which a trust has been imposed on any Collateral to provide for payment;

in each case net of the aggregate amount of all restricted cash held or set aside for the payment of such obligations.

Pro Rata:  with respect to any Lender, a percentage (carried out to the ninth decimal place) determined (a) while Commitments are outstanding, by dividing the amount of such Lender’s Commitment by the aggregate amount of all Commitments; and (b) at any other time, by dividing the amount of such Lender’s Loans and LC Obligations by the aggregate amount of all outstanding Loans and LC Obligations.

Proceeds Cash Collateral Account:  any Cash Collateral Account into which the proceeds of Collateral or payments on Accounts constituting Collateral are deposited.

Properly Contested:  with respect to any obligation of any Person, (a) the obligation is subject to a bona fide dispute regarding amount or the Person’s liability to pay; (b) the obligation is being properly contested in good faith by appropriate proceedings promptly instituted and diligently pursued; (c) appropriate reserves have been established to the extent required in accordance with GAAP; (d) non-payment could not reasonably be expected to have a Material Adverse Effect, nor result in forfeiture or sale of any material portion of the assets of the Person; (e) no Lien is imposed on any material portion of the assets of the Person, unless bonded and stayed to the extent reasonably requested by and to the satisfaction of Agent; and (f) if the obligation results from entry of a judgment or other order, such judgment or order is stayed pending appeal or other judicial review.

Property:  any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

Protective Advances:  as defined in Section 2.1.6.

Purchase Money Debt:  (a) Debt (other than the Obligations) for payment of any of the purchase price of fixed assets; (b) Debt (other than the Obligations) incurred within 10 days before or after acquisition of any fixed assets, for the purpose of financing any of the purchase price thereof; and (c) any renewals, extensions or refinancings (but not increases) thereof.

Purchase Money Lien:  a Lien that secures Purchase Money Debt, encumbering only the fixed assets acquired with such Debt, and any accession, addition or improvement thereto, any

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replacement thereof and the proceeds thereof, together with customary cash deposits, and constituting a Capital Lease or a purchase money security interest under the UCC.

RCRA:  the Resource Conservation and Recovery Act (42 U.S.C. §§ 6991-6991i).

Real Estate:  all right, title and interest (whether as owner, lessor or lessee) in any real Property or any buildings, structures, parking areas or other improvements thereon.

Receivables Purchase Facility:  that certain non-recourse (other than customary recourse provisions included therein) receivables purchase facility contemplated by (i) the Receivables Transfer and Contribution Agreement between Sanmina and Sanmina SPV LLC and (ii) the Credit and Security Agreement among Sanmina SPV LLC, the lenders from time to time party thereto and Deutsche Bank AG, New York Branch, pursuant to which Sanmina will contribute to such Subsidiary receivables and Related Assets from one or more of the obligors listed on Schedule 1.1 to the Disclosure Letter and such Subsidiary will obtain loans secured by such receivables and Related Assets; provided that upon notice to Agent and the delivery to Agent of a current Borrowing Base Certificate (giving pro forma effect to any permitted addition or deletion of obligors from such Schedule) and so long as no Default, Event of Default or Trigger Period exists at the time thereof or would result therefrom, Borrower Agent may at any time during the last month of a Fiscal Quarter delete obligors from such Schedule or add additional obligors to such Schedule so long as (1) the total number of additional obligors added in any Fiscal Year does not exceed five and (2) the aggregate Value of the Accounts of such additional obligors during any Fiscal Year does not exceed 10% of the aggregate Commitments then in effect (as determined by reference to the most recent Borrowing Base Certificate delivered pursuant to Section 8.1); and provided, further, notwithstanding the limitations in clauses (1) and (2) above, up to five additional obligors that are not obligors in respect of any Accounts constituting Collateral on the Closing Date may be added to such Schedule so long as the aggregate Value of the Accounts of such additional obligors does not exceed $75,000,000 (determined with respect to each such obligor at the respective date of addition to such Schedule).

Refinancing Conditions:  the following conditions for Refinancing Debt:  (a) it is in an aggregate principal amount that does not exceed the principal amount of the Debt being extended, renewed or refinanced plus an amount necessary to pay any fees and expenses, including premiums and defeasances costs, related thereto; (b) it has a final maturity no sooner than, and a weighted average life no less than, the Debt being extended, renewed or refinanced; (c) it is subordinated to the Obligations at least to the same extent as the Debt being extended, renewed or refinanced; (d) taken as a whole in each case, (i) the representations, (ii) the covenants and (iii) the defaults applicable to it are not materially less favorable to Borrowers than those applicable to the Debt being extended, renewed or refinanced (it being understood and agreed that, in determining whether any of the foregoing provisions of Refinancing Debt are materially less favorable to Borrowers, Borrower Agent shall be permitted (but shall not be required) to consult with Agent prior to incurring such Refinancing Debt and request that Agent make a determination as to whether such provisions are materially less favorable to Borrowers, and the good faith determination of Agent in that regard shall be definitive and it being further

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understood that Agent shall have no obligation to make any such determination); (e) no additional Lien is granted to secure it; (f) no additional Person is obligated on such Debt unless such Person would otherwise be permitted under this Agreement to be obligated on the Debt being extended, renewed or refinanced; and (g) upon giving effect to it, no Default or Event of Default exists.

Refinancing Debt:  Borrowed Money that is the result of an extension, renewal or refinancing of Debt permitted under Section 10.2.1(b), (d) or (f).

Related Assets:  with respect to any receivables, any assets related thereto (but, for the avoidance of doubt, not including any such assets relating to the Eligible Accounts), including all collateral securing such receivables, all contracts and contract rights, purchase orders, leases, security interests, financing statements or other documentation in respect of such receivables, and all guarantees indemnities, warranties or other documentation or other obligations in respect of any such receivable, any other assets which are customarily transferred, or in respect of which security interests are customarily granted in connection with transactions involving receivables similar to the receivables, interest in goods represented by the receivables and all goods returned by or reclaimed, repossessed or recovered from, the account debtor, and any collections or proceeds of the foregoing.

Reimbursement Date:  as defined in Section 2.2.2.

Rent and Charges Reserve:  the aggregate of (a) all past due rent and other amounts owing by an Obligor to any landlord, warehouseman, processor, repairman, mechanic, shipper, freight forwarder, broker or other Person who possesses any Collateral or could assert a Lien on any Collateral; and (b) a reserve at least equal to three months rent and other charges that could reasonably be expected to be payable to any such Person, unless it has executed a Lien Waiver.

Report:  as defined in Section 12.2.3.

Reportable Event:  any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived.

Required Lenders:  Lenders (subject to Section 4.2) having (a) Commitments in excess of 50% of the aggregate Commitments; and (b) if the Commitments have terminated, Loans in excess of 50% of all outstanding Loans; provided that in the event there are five or fewer non-affiliated Lenders, “Required Lenders” shall mean three or more non-affiliated Lenders (subject to Section 4.2) having (y) Commitments in excess of 50% of the aggregate Commitments; and (z) if the Commitments have terminated, Loans in excess of 50% of all outstanding Loans.

Reserve Percentage:  the reserve percentage (expressed as a decimal, rounded upward to the nearest 1/16th of 1%) applicable to member banks under regulations issued from time to time by the Board of Governors for determining the maximum reserve requirement (including any emergency, supplemental or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”).

Restricted Investment:  any Investment by a Borrower or Subsidiary, other than (a) Investments in Subsidiaries to the extent existing on the Closing Date; (b) Cash Equivalents;

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provided that if such Cash Equivalents are owned by an Obligor, the Cash Equivalents are subject to Agent’s Lien and control, pursuant to documentation in form and substance reasonably satisfactory to Agent; and (c) loans and advances permitted under Section 10.2.4.

Restrictive Agreement:  an agreement (other than a Loan Document) that conditions or restricts the right of any Borrower, Subsidiary or other Obligor to incur or repay Borrowed Money, to grant Liens on any assets, to declare or make Distributions, to modify, extend or renew any agreement evidencing Borrowed Money, or to repay any Intercompany Debt.

Revolver Note:  a promissory note to be executed by Borrowers in favor of a Lender in the form of Exhibit A, which shall be in the amount of such Lender’s Commitment and shall evidence the Loans made by such Lender.

Revolver Termination Date:  the earlier of (a) the date that occurs 90 days prior to the maturity date of (i) the 2010 Senior Notes or (ii) the 2013 Senior Subordinated Notes, in each case if such Notes are not repaid, redeemed, defeased, refinanced or reserved under the Borrowing Base prior to such date, and (b) the fifth anniversary of the Closing Date.

Royalties:  all royalties, fees, expense reimbursement and other amounts payable by a Borrower under a License.

S&P:  Standard & Poor’s Ratings Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., and its successors.

Secured Parties:  Agent, Issuing Bank, Lenders and providers of Bank Products.

Securitization Subsidiary:  a Subsidiary of Sanmina created solely for the purposes of effecting a securitization facility, the activities and assets of which are limited solely to such purpose and assets, and the charter documents of which contain customary bankruptcy-remote provisions, or a non-Obligor Subsidiary of Sanmina, as the case may be.

Security Documents:  this Agreement, the Guaranties, Deposit Account Control Agreements, security agreements, deeds of hypothec and all other documents, instruments and agreements now or hereafter securing (or given with the intent to secure) any Obligations.

Senior Indentures:  those certain indentures, by and among Sanmina, certain Subsidiaries thereof and the trustee party thereto and each governing one of either series of the Senior Notes, as each such indenture may be amended, supplemented, or otherwise modified from time to time.

Senior Notes:  (a) the Senior Floating Rate Notes due 2010 issued by Sanmina pursuant to an indenture, dated as of June 12, 2007, in the aggregate original principal amount of $300,000,000 (the “2010 Notes”), (b) the Senior Floating Rate Notes due 2014 issued by Sanmina pursuant to an indenture, dated as of June 12, 2007, in the aggregate original principal amount of $300,000,000, and (c) any registered notes issued by Sanmina in exchange for, and as contemplated by, any of the Senior Notes with substantially identical terms as the Senior Notes.

Senior Officer:  the chairman of the board, president, chief executive officer, chief financial officer or treasurer of a Borrower or, if the context requires, an Obligor.

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Senior Subordinated Indentures:  those certain indentures, by and among Sanmina, certain Subsidiaries thereof and the trustee party thereto and each governing one of either series of the Senior Subordinated Notes, as each such indenture may be amended, supplemented, or otherwise modified from time to time.

Senior Subordinated Notes:  (a) the 8.125% Senior Subordinated Notes due 2016 issued by Sanmina pursuant to an indenture, dated as of February 15, 2006, (b) the 63/4% Senior Subordinated Notes due 2013 issued by Sanmina pursuant to an indenture, dated as of February 24, 2005 (the “2013 Notes”), and (c) any registered notes issued by Sanmina in exchange for, and as contemplated by, any of the Senior Subordinated Notes with substantially identical terms as the Senior Subordinated Notes.

Settlement Report:  a report delivered by Agent to Lenders summarizing the Loans and participations in LC Obligations outstanding as of a given settlement date, allocated to Lenders on a Pro Rata basis in accordance with their Commitments.

Solvent:  as to any Person as of the date of determination, such Person (a) owns Property whose fair salable value is greater than the amount required to pay all of its debts (including contingent, subordinated, unmatured and unliquidated liabilities); (b) owns Property whose present fair salable value (as defined below) is greater than the probable total liabilities (including contingent, subordinated, unmatured and unliquidated liabilities) of such Person as they become absolute and matured; (c) is able to pay all of its debts as they mature; (d) has capital that is not unreasonably small for its business and is sufficient to carry on its business and transactions and all business and transactions in which it is about to engage; (e) is not “insolvent” within the meaning of Section 101(32) of the Bankruptcy Code or, as regards a Canadian Subsidiary, is not an “insolvent person” within the meaning of the Bankruptcy and Insolvency Act (Canada); and (f) has not incurred (by way of assumption or otherwise) any obligations or liabilities (contingent or otherwise) under any Loan Documents, or made any conveyance in connection therewith, with actual intent to hinder, delay or defraud either present or future creditors of such Person or any of its Affiliates.  “Fair salable value” means the amount that could be obtained for assets within a reasonable time, either through collection or through sale under ordinary selling conditions by a capable and diligent seller to an interested buyer who is willing (but under no compulsion) to purchase.  For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

Subordinated Debt:  Debt incurred by a Borrower that is expressly subordinate and junior in right of payment to Full Payment of all Obligations, has no scheduled amortization payments or mandatory prepayments or redemptions (other than as a result of an event of default thereunder or as a result of customary change of control provisions) prior to 91 days after the Revolver Termination Date, and the covenants and subordination provisions thereof are reasonably satisfactory to Agent.  Subordinated Debt includes the Debt evidenced by the Senior Subordinated Notes and Senior Subordinated Note Indentures; provided that such Debt may have a maturity date prior to the Revolver Termination Date so long as at least 90 days prior to such

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maturity date, such Debt is repaid, redeemed, defeased or refinanced or, on such 90^th day, reserved for under the Borrowing Base.

Subsidiary:  any entity at least 50% of whose voting securities or Equity Interests is owned by a Borrower or any combination of Borrowers (including indirect ownership by a Borrower through other entities in which the Borrower directly or indirectly owns at least 50% of the voting securities or Equity Interests); provided that, in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a “qualifying share” of the first Person shall be deemed to be outstanding.

Swingline Loan:  any Borrowing of Base Rate Loans funded with Agent’s funds, until such Borrowing is settled among Lenders or repaid by Borrowers.

Syndication Agent:  Deutsche Bank Trust Company Americas.

Taxes:  all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

Transferee:  any actual or potential Eligible Assignee, Participant or other Person acquiring an interest in any Obligations.

Trigger Period:  the period (a) commencing on the day that an Event of Default occurs, or Availability is less than $50,000,000 at any time; and (b) continuing until the date on which, during the preceding 60 consecutive days, no Event of Default has existed and Availability has been greater than $50,000,000 at all times, provided that after there are three Trigger Periods in any Fiscal Year, in the event that on any date in such Fiscal Year an Event of Default occurs or Availability is less than $50,000,000, then a Trigger Period shall be deemed to commence on either such date and shall continue until the date on which, during the preceding 180 consecutive days, no Event of Default has existed and Availability has been greater than $50,000,000 at all times; and provided, further, that prior to the Availability Election each of the $50,000,000 Availability thresholds in this definition shall be reduced by the amount (to the extent not in excess of $25,000,000) of Excess Availability on the respective date of determination.

Type:  any type of a Loan (i.e., Base Rate Loan or LIBOR Loan) that has the same interest option and, in the case of LIBOR Loans, the same Interest Period.

UCC:  the Uniform Commercial Code as in effect in the State of New York or, when the laws of any other jurisdiction govern the perfection or enforcement of any Lien, the Uniform Commercial Code of such jurisdiction or the PPSA.

Unfunded Pension Liability:  the excess of a Pension Plan’s benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

Upstream Payment:  a Distribution by a Subsidiary of a Borrower to such Borrower or a wholly-owned Subsidiary.

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Value:  (a) for Inventory, its value determined on the basis of the lower of cost or market, calculated on a first-in, first-out basis, and excluding any portion of cost attributable to intercompany profit among Borrowers and their Affiliates; and (b) for an Account, its face amount, net of any returns, rebates, discounts (calculated on the shortest terms), credits, allowances or Taxes (including sales, excise or other taxes) that have been or could be claimed by the Account Debtor or any other Person.

1.2           Accounting Terms.  Under the Loan Documents (except as otherwise specified herein), all accounting terms shall be interpreted, all accounting determinations shall be made, and all financial statements shall be prepared, in accordance with GAAP applied on a basis consistent with the most recent audited financial statements of Borrowers delivered to Agent before the Closing Date and using the same inventory valuation method as used in such financial statements, except for any change required or permitted by GAAP if Borrowers’ certified public accountants concur in such change, the change is disclosed to Agent, and Section 10.3 is amended in a manner satisfactory to Required Lenders to take into account the effects of the change.  If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either Borrower Agent or the Required Lenders shall so request, Agent, the Lenders and Borrower Agent shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) Borrower Agent shall provide to Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

1.3           Uniform Commercial Code.  As used herein, the following terms are defined in accordance with the UCC in effect in the State of New York from time to time:  “Chattel Paper,” “Deposit Account,” “Document,” “Equipment,” “General Intangibles,” “Instrument”, “Proceeds” and “Supporting Obligation.”

1.4           Certain Matters of Construction.  The terms “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision.  Any pronoun used shall be deemed to cover all genders.  In the computation of periods of time from a specified date to a later specified date, “from” means “from and including,” and “to” and “until” each mean “to but excluding.”  The terms “including” and “include” shall mean “including, without limitation” and, for purposes of each Loan Document, the parties agree that the rule of ejusdem generis shall not be applicable to limit any provision.  Section titles appear as a matter of convenience only and shall not affect the interpretation of any Loan Document.  All references to (a) laws or statutes include all related rules, regulations, interpretations, amendments and successor provisions; (b) any document, instrument or agreement (including any Loan Document) include any amendments, waivers and other modifications, extensions or renewals (to the extent permitted by the Loan Documents); (c) any section mean, unless the context otherwise requires, a section of this Agreement; (d) any exhibits or schedules mean, unless the context otherwise requires, exhibits and schedules attached hereto, which are hereby incorporated by reference; (e) any Person include successors and assigns; (f) time of day mean time of day at Agent’s notice address under Section 15.3.1; or

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(g) discretion of Agent, Issuing Bank or any Lender mean the sole and absolute discretion of such Person.  All calculations of Value, fundings of Loans, issuances of Letters of Credit and payments of Obligations shall be in Dollars and, unless the context otherwise requires, all determinations (including calculations of Borrowing Base and financial covenants) made from time to time under the Loan Documents shall be made in light of the circumstances existing at such time.  Borrowing Base calculations shall be consistent with historical methods of valuation and calculation, and otherwise satisfactory to Agent (and not necessarily calculated in accordance with GAAP).  Borrowers shall have the burden of establishing any alleged negligence, misconduct or lack of good faith by Agent, Issuing Bank or any Lender under any Loan Documents.  No provision of any Loan Documents shall be construed against any party by reason of such party having, or being deemed to have, drafted the provision.  Whenever the phrase “to the best of Borrowers’ knowledge” or words of similar import are used in any Loan Documents, it means actual knowledge of a Senior Officer, or knowledge that a Senior Officer would have obtained if he or she had engaged in good faith and diligent performance of his or her duties, including reasonably specific inquiries of employees or agents and a good faith attempt to ascertain the matter to which such phrase relates.  For purposes of any Collateral located in the Province of Québec or charged by any deed of hypothec (or any other Loan Document) and for all other purposes pursuant to which the interpretation or construction of a Loan Document may be subject to the laws of the Province of Québec or a court or tribunal exercising jurisdiction in the Province of Québec, (i) “personal property” shall be deemed to include “movable property”, (ii) “real property” shall be deemed to include “immovable property” and an “easement” shall be deemed to include a “servitude”, (iii) “tangible property” shall be deemed to include “corporeal property”, (iv) “intangible property” shall be deemed to include “incorporeal property”, (v) “security interest” and “mortgage” shall be deemed to include a “hypothec”, (vi) all references to filing, registering or recording under the PPSA or UCC shall be deemed to include publication under the Civil Code of Québec, and all references to releasing any Lien shall be deemed to include a release, discharge and mainlevee of a hypothec, (vii) all references to “perfection” of or “perfected” Liens shall be deemed to include a reference to the “opposability” of such Liens to third parties, (viii) any “right of offset”, “right of setoff” or similar expression shall be deemed to include a “right of compensation”, (ix) “goods” shall be deemed to include “corporeal movable property” other than chattel paper, documents of title, instruments, money and securities, and (x) an “agent” shall be deemed to include a “mandatary”.

SECTION 2.         CREDIT FACILITIES

2.1           Commitment.

2.1.1        Loans.  Each Lender agrees, severally, on the terms set forth herein, to make Loans to Borrowers from time to time for the period from and including the Closing Date to the Commitment Termination Date in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Pro Rata share of the sum of the LC Obligations then outstanding and the aggregate principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Commitment.  The Loans may be repaid and reborrowed as provided herein.  In no event shall Lenders have any obligation to honor a request for a Loan if the unpaid balance of Loans outstanding at such time (including the requested Loan) would exceed the Borrowing Base.

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2.1.2        Revolver Notes.  The Loans made by each Lender and interest accruing thereon shall be evidenced by the records of Agent and such Lender.  At the request of any Lender, Borrowers shall deliver a Revolver Note to such Lender.

2.1.3        Use of Proceeds.  The proceeds of Loans shall be used by Borrowers solely (a) to satisfy existing Debt; (b) to pay fees and transaction expenses associated with the closing of this credit facility; (c) to pay Obligations in accordance with this Agreement; and (d) for working capital and other lawful corporate purposes of Borrowers (including any transaction permitted by this Agreement).

2.1.4        Voluntary Reduction or Termination of Commitments.  The Commitments shall terminate on the Revolver Termination Date, unless sooner terminated in accordance with this Agreement.  Upon at least 10 days (or such shorter period as may be agreed to in writing by Agent in its discretion) prior written notice to Agent at any time, Borrower Agent may, at its option, terminate the Commitments and this credit facility or permanently reduce the Commitments, on a Pro Rata basis for each Lender in a minimum amount of $25,000,000, or an increment of $1,000,000 in excess thereof; provided that no such reduction in Commitments shall reduce the aggregate amount of the Commitments to less than $100,000,000.  Any notice of termination or reduction given by Borrower Agent shall be irrevocable; provided that a notice of termination of the Commitments delivered by Borrower Agent may state that such notice is conditioned upon the effectiveness of other credit facilities or other financing transaction, in which case such notice may be revoked by Borrower Agent (by notice to Agent on or prior to the specified termination date) if such condition is not satisfied.  On the Revolver Termination Date, Borrowers shall make Full Payment of all Obligations.

2.1.5        Overadvances.  If the aggregate Loans and LC Obligations exceed the Borrowing Base (“Overadvance”) or the aggregate Commitments at any time, the excess amount shall be payable by Borrowers on demand by Agent, but all such Loans shall nevertheless constitute Obligations secured by the Collateral and entitled to all benefits of the Loan Documents.  Unless its authority has been revoked in writing by Required Lenders, Agent may require Lenders to honor requests for Overadvance Loans and to forbear from requiring Borrowers to cure an Overadvance, (a) when no other Event of Default is known to Agent, as long as (i) the Overadvance does not continue for more than 30 consecutive days (and no Overadvance may exist for at least five consecutive days thereafter before further Overadvance Loans are required), and (ii) the Overadvance is not known by Agent to exceed 10% of the aggregate Commitments then in effect (less the then outstanding amount of Protective Advances); and (b) regardless of whether an Event of Default exists, if Agent discovers an Overadvance not previously known by it to exist, as long as from the date of such discovery the Overadvance, (i) is not increased by more than $5,000,000 (less the then outstanding amount of Protective Advances), and (ii) does not continue for more than 30 consecutive days.  In no event shall Overadvance Loans be required that would cause the outstanding Loans and LC Obligations to exceed the aggregate Commitments and in no event shall an Overadvance cause the sum of any Lender’s Loans and Pro Rata share of the LC Obligations then outstanding to exceed its Commitment.  Any funding of an Overadvance Loan or sufferance of an Overadvance shall not constitute a waiver by Agent or Lenders of the Event of Default caused thereby.  In no event shall any Borrower or other Obligor be deemed a beneficiary of this Section nor authorized to enforce any of its terms.

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2.1.6        Protective Advances.  Agent shall be authorized, in its discretion, at any time that any conditions in Section 6 are not satisfied, to make Base Rate Loans (“Protective Advances”) (a) up to an aggregate amount outstanding at any time not in excess of 10% of the aggregate Commitments then in effect (less the then outstanding amount of Overadvances), if Agent deems such Loans necessary or desirable to preserve or protect Collateral, or to enhance the collectibility or repayment of Obligations; or (b) to pay any other amounts chargeable to Obligors under any Loan Documents, including costs, fees and expenses.  Each Lender shall participate in each Protective Advance on a Pro Rata basis; provided, that in no event shall the aggregate amount of outstanding Protective Advances plus the aggregate amount of outstanding Loans and LC Obligations exceed the aggregate Commitments.  Required Lenders may at any time revoke Agent’s authority to make further Protective Advances by written notice to Agent.  Absent such revocation, Agent’s determination that funding of a Protective Advance is appropriate shall be conclusive.

2.2           Letter of Credit Facility.

2.2.1        Issuance of Letters of Credit.  Issuing Bank agrees to issue Letters of Credit from time to time until 30 days prior to the Revolver Termination Date (or until the Commitment Termination Date, if earlier), on the terms set forth herein, including the following:

a.             Each Borrower acknowledges that Issuing Bank’s willingness to issue any Letter of Credit is conditioned upon Issuing Bank’s receipt of a LC Application with respect to the requested Letter of Credit, as well as such other instruments and agreements as Issuing Bank may customarily require for issuance of a letter of credit of similar type and amount.  Issuing Bank shall have no obligation to issue any Letter of Credit unless (i) Issuing Bank receives a LC Request and LC Application at least three Business Days prior to the requested date of issuance; (ii) each LC Condition is satisfied and (iii) if a Defaulting Lender exists, such Lender or Borrowers have entered into arrangements satisfactory to Agent and Issuing Bank to eliminate any funding risk associated with the Defaulting Lender.  If Issuing Bank receives written notice from a Lender at least five Business Days before issuance of a Letter of Credit that any LC Condition has not been satisfied, Issuing Bank shall have no obligation to issue the requested Letter of Credit (or any other) until such notice is withdrawn in writing by that Lender or until Required Lenders have waived such condition in accordance with this Agreement.  Prior to receipt of any such notice, Issuing Bank shall not be deemed to have knowledge of any failure of LC Conditions.

b.             Letters of Credit may be requested by a Borrower only (i) to support obligations of such Borrower incurred in the Ordinary Course of Business; or (ii) for other purposes as Agent and Lenders may approve from time to time in writing.  The renewal or extension of any Letter of Credit shall be treated as the issuance of a new Letter of Credit, except that delivery of a new LC Application shall be required at the discretion of Issuing Bank.

c.             Borrowers assume (solely as between Borrowers and Secured Parties) all risks of the acts, omissions or misuses of any Letter of Credit by the beneficiary thereof.  In connection with issuance of any Letter of Credit, none of Agent, Issuing Bank or any Lender shall be responsible for the existence, character, quality, quantity, condition, packing, value or delivery of any goods purported to be represented by any Documents; any differences or

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variation in the character, quality, quantity, condition, packing, value or delivery of any goods from that expressed in any Documents; the form, validity, sufficiency, accuracy, genuineness or legal effect of any Documents or of any endorsements thereon; the time, place, manner or order in which shipment of goods is made; partial or incomplete shipment of, or failure to ship, any goods referred to in a Letter of Credit or Documents; any deviation from instructions, delay, default or fraud by any shipper or other Person in connection with any goods, shipment or delivery; any breach of contract between a shipper or vendor and a Borrower; errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy, e-mail, telephone or otherwise; errors in interpretation of technical terms; the misapplication by a beneficiary of any Letter of Credit or the proceeds thereof; or any consequences arising from causes beyond the control of Issuing Bank, Agent or any Lender, including any act or omission of a Governmental Authority.  The rights and remedies of Issuing Bank under the Loan Documents shall be cumulative.  Issuing Bank shall be fully subrogated to the rights and remedies of each beneficiary whose claims against Borrowers are discharged with proceeds of any Letter of Credit.

d.             In connection with its administration of and enforcement of rights or remedies under any Letters of Credit or LC Documents, Issuing Bank shall be entitled to act, and shall be fully protected in acting, upon any certification, documentation or communication in whatever form believed by Issuing Bank, in good faith, to be genuine and correct and to have been signed, sent or made by a proper Person.  Issuing Bank may consult with and employ legal counsel, accountants and other experts to advise it concerning its obligations, rights and remedies, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by such experts.  Issuing Bank may employ agents and attorneys-in-fact in connection with any matter relating to Letters of Credit or LC Documents, and shall not be liable for the negligence or misconduct of agents and attorneys-in-fact selected with reasonable care.

2.2.2        Reimbursement; Participations.

a.             If Issuing Bank honors any request for payment under a Letter of Credit, Borrowers shall pay to Issuing Bank, on the same day (“Reimbursement Date”), the amount paid by Issuing Bank under such Letter of Credit, together with interest at the interest rate for Base Rate Loans from the Reimbursement Date until payment by Borrowers.  The obligation of Borrowers to reimburse Issuing Bank for any payment made under a Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that Borrowers may have at any time against the beneficiary.  Whether or not Borrower Agent submits a Notice of Borrowing, Borrowers shall be deemed to have requested a Borrowing of Base Rate Loans in an amount necessary to pay all amounts due Issuing Bank on any Reimbursement Date and each Lender agrees to fund its Pro Rata share of such Borrowing whether or not the Commitments have terminated, an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied.

b.             Upon issuance of a Letter of Credit, each Lender shall be deemed to have irrevocably and unconditionally purchased from Issuing Bank, without recourse or warranty, an undivided Pro Rata interest and participation in all LC Obligations relating to the Letter of

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Credit.  If Issuing Bank makes any payment under a Letter of Credit and Borrowers do not reimburse such payment on the Reimbursement Date, Agent shall promptly notify Lenders and each Lender shall promptly (within one Business Day) and unconditionally pay to Agent, for the benefit of Issuing Bank, the Lender’s Pro Rata share of such payment.  Upon request by a Lender, Issuing Bank shall furnish copies of any Letters of Credit and LC Documents in its possession at such time.

c.             The obligation of each Lender to make payments to Agent for the account of Issuing Bank in connection with Issuing Bank’s payment under a Letter of Credit shall be absolute, unconditional and irrevocable, not subject to any counterclaim, setoff, qualification or exception whatsoever, and shall be made in accordance with this Agreement under all circumstances, irrespective of any lack of validity or unenforceability of any Loan Documents; any draft, certificate or other document presented under a Letter of Credit having been determined to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or the existence of any setoff or defense that any Obligor may have with respect to any Obligations.  Issuing Bank does not assume any responsibility for any failure or delay in performance or any breach by any Borrower or other Person of any obligations under any LC Documents.  Issuing Bank does not make to Lenders any express or implied warranty, representation or guaranty with respect to the Collateral, LC Documents or any Obligor.  Issuing Bank shall not be responsible to any Lender for any recitals, statements, information, representations or warranties contained in, or for the execution, validity, genuineness, effectiveness or enforceability of any LC Documents; the validity, genuineness, enforceability, collectibility, value or sufficiency of any Collateral or the perfection of any Lien therein; or the assets, liabilities, financial condition, results of operations, business, creditworthiness or legal status of any Obligor.

d.             No Issuing Bank Indemnitee shall be liable to any Lender or other Person for any action taken or omitted to be taken in connection with any LC Documents except as a result of its actual gross negligence or willful misconduct.  Issuing Bank shall not have any liability to any Lender if Issuing Bank refrains from any action under any Letter of Credit or LC Documents until it receives written instructions from Required Lenders.

2.2.3        Cash Collateral.  If any LC Obligations, whether or not then due or payable, shall for any reason be outstanding at any time (a) that an Event of Default exists, (b) that Availability is less than zero, (c) after the Commitment Termination Date, or (d) within 20 Business Days prior to the Revolver Termination Date, then Borrowers shall, at Issuing Bank’s or Agent’s request, Cash Collateralize the stated amount of all outstanding Letters of Credit and pay to Issuing Bank the amount of all other LC Obligations.  Borrowers shall, on demand by Issuing Bank or Agent from time to time, Cash Collateralize the LC Obligations of any Defaulting Lender.  If Borrowers fail to provide any Cash Collateral as required hereunder, Lenders may (and shall upon direction of Agent) advance, as Loans, the amount of the Cash Collateral required (whether or not the Commitments have terminated, an Overadvance exists or the conditions in Section 6 are satisfied).

2.2.4        Existing Letters of Credit.  On the Closing Date, (i) each Existing Letter of Credit, to the extent outstanding, shall be automatically and without further action by the parties thereto deemed converted into Letters of Credit issued pursuant to Section 2.2 for the account of

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the Obligors set forth on Schedule 2.2.4 and subject to the provisions hereof, and for this purpose fees in respect thereof pursuant to Section 2.2.2(a) shall be payable (in substitution for any fees set forth in the applicable letter of credit reimbursement agreements or applications relating to such Existing Letters of Credit, except to the extent that such fees are also payable pursuant to Section 2.2.2(a)) as if such Existing Letters of Credit had been issued on the Closing Date, (ii) the Lenders set forth on Schedule 2.2.4, or their designated Affiliates who are Issuing Banks, with respect to each such Existing Letter of Credit shall be deemed to be the Issuing Bank with respect to such Existing Letters of Credit, (iii) such Letters of Credit shall each be included in the calculation of LC Obligations, and (iv) all liabilities of the Obligors with respect to such Existing Letters of Credit shall constitute Obligations.  No Existing Letter of Credit converted in accordance with this Section 2.2.4 shall be amended, extended or renewed except in accordance with the terms hereof.  Notwithstanding the foregoing, the Obligors shall not be required to pay any additional issuance fees with respect to the issuance of such Existing Letter of Credit solely as a result of such letter of credit being converted to a Letter of Credit hereunder, it being understood that the fronting, participation and other fees set forth in Section 2.2.2(a) shall otherwise apply to such Existing Letters of Credit.

2.3           Increase in the Aggregate Commitments.

a.             The Borrower Agent may, at any time, by notice to Agent, request that the aggregate amount of the Commitments be increased in an aggregate amount during the term of this Agreement of up to $200,000,000 (in a minimum amount of $25,000,000 and in increments of $5,000,000) (an “Accordion Increase”) to be effective as of the date upon which the conditions set forth in Section 2.3(d) below are fulfilled to the satisfaction of Agent (an “Accordion Effective Date”); provided, however, that (i) in no event shall more than four Accordion Increases occur during the term of this Agreement and (ii) no Default or Event of Default shall have occurred and be continuing as of the date of such request or as of the applicable Accordion Effective Date, or shall occur as a result thereof.

b.             Agent will promptly notify the Lenders of a request by the Borrower Agent for an Accordion Increase, which notice shall include the date by which Lenders wishing to participate in such Accordion Increase must commit to an increase in the amount of their respective Commitments (each, a “Commitment Date”) and shall provide that such request is made ratably to all the Lenders.  Each Lender that is willing to participate in such Accordion Increase (each, an “Increasing Lender”) shall give written notice to Agent on or prior to the applicable Commitment Date of the amount by which it is willing to increase its Commitment.  If the Lenders notify Agent that they are willing to increase the amount of their respective Commitments by an aggregate amount that exceeds the amount of such Accordion Increase, such Accordion Increase shall be allocated ratably among the Lenders willing to participate therein.

c.             Promptly following the applicable Commitment Date, Agent shall notify the Borrower Agent as to the amount, if any, by which the Lenders are willing to participate in the applicable Accordion Increase.  If the aggregate amount by which the Lenders are willing to participate in such Accordion Increase on the applicable Commitment Date is less than such Accordion Increase, then the Borrower Agent may extend offers to one or more Eligible Assignees to participate in any portion of such Accordion Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided, however, that the

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Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof (or such lesser amounts as may be necessary to cause the aggregate increase to equal such Accordion Increase).

d.             On the applicable Accordion Effective Date, each Eligible Assignee that accepts an offer to participate in the applicable Accordion Increase in accordance with Section 2.3(c) (each such Eligible Assignee being an “Assuming Lender”) shall become a Lender party to this Agreement as of the applicable Accordion Effective Date and the Commitment of each Increasing Lender for such Accordion Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.3(b)) as of such Accordion Effective Date and the Commitment of each Lender as set forth on Schedule 1.1(b) shall be adjusted accordingly; provided, that on or before the applicable Accordion Effective Date:

(1)           the full amount of the Accordion Increase has been committed to by Increasing Lenders or Assuming Lenders;

(2)           all amendments to this Agreement deemed reasonably necessary by Agent to accomplish the applicable Accordion Increase shall have been agreed by the parties hereto and any Assuming Lenders;

(3)           all necessary approvals shall have been obtained by each of the Increasing Lenders, the Assuming Lenders and Agent; and

(4)           Agent shall have received the following, each dated such date:

(A)          (i)  certified copies of resolutions of the Borrower Agent approving such Accordion Increase and the corresponding modifications to this Agreement and (ii) an opinion of counsel for the Borrower Agent (which may be in-house counsel), in form and substance reasonably satisfactory to Agent;

(B)           an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower Agent and Agent (each an “Assumption Agreement”), duly executed by such Eligible Assignee, Agent and the Borrower Agent; and

(C)           confirmation from each Increasing Lender of the increase in the amount of its Commitment in a writing satisfactory to the Borrower Agent and Agent.

On the applicable Accordion Effective Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.3(d), Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower Agent, on or before 2:00 pm (New York time), by facsimile, email or other electronic communication, of the occurrence of such Accordion Increase and shall record in the Loan Account the relevant information with respect to each Increasing Lender and each Assuming Lender on such date.  The Borrower Agent shall prepay Loans on such Accordion Effective Date to the extent

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necessary to cause the outstanding Loans to be ratable with the Commitment of each Lender.  This Section shall supersede the provisions of Section 15.1 as applicable.

SECTION 3.         INTEREST, FEES AND CHARGES

3.1           Interest.

3.1.1        Rates and Payment of Interest.

a.             The Obligations shall bear interest (i) if a Base Rate Loan, at the Alternate Base Rate in effect from time to time, plus the Applicable Margin; (ii) if a LIBOR Loan, at LIBOR for the applicable Interest Period, plus the Applicable Margin; and (iii) if any other Obligation (including, to the extent permitted by law, interest not paid when due), at the Alternate Base Rate in effect from time to time, plus the Applicable Margin for Base Rate Loans.  Interest shall accrue from the date the Loan is advanced or the Obligation is incurred or payable, until paid by Borrowers.  If a Loan is repaid on the same day made, one day’s interest shall accrue.

b.             During an Insolvency Proceeding with respect to any Borrower, or during any other Event of Default if Agent or Required Lenders in their discretion so elect, Obligations shall bear interest at the Default Rate (whether before or after any judgment).  Each Borrower acknowledges that the cost and expense to Agent and Lenders due to an Event of Default are difficult to ascertain and that the Default Rate is a fair and reasonable estimate to compensate Agent and Lenders for this.

c.             Interest accrued on the Loans shall be due and payable in arrears, (i) on the first day of each quarter with respect to Base Rate Loans; (ii) on the last day of any Interest Period with respect to LIBOR Loans, provided that accrued interest on LIBOR Loans having an Interest Period of 180 days shall also be paid on the 90^th day of each such Interest Period; (iii) on any date of prepayment, with respect to the principal amount of Loans being prepaid; and (iv) on the Commitment Termination Date.  Interest accrued on any other Obligations shall be due and payable as provided in the Loan Documents and, if no payment date is specified, shall be due and payable on demand.  Notwithstanding the foregoing, interest accrued at the Default Rate shall be due and payable on demand.

3.1.2        Application of LIBOR to Outstanding Loans.

a.             Borrower Agent may on any Business Day, subject to delivery of a Notice of Conversion/Continuation, elect to convert any portion of the Base Rate Loans to, or to continue any LIBOR Loan at the end of its Interest Period as, a LIBOR Loan.  During any Default or Event of Default, Agent may (and shall at the direction of Required Lenders) declare that no Loan may be made, converted or continued as a LIBOR Loan.

b.             Whenever Borrowers desire to convert or continue Loans as LIBOR Loans, Borrower Agent shall give Agent a Notice of Conversion/Continuation, no later than 11:00 a.m. at least three Business Days before the requested conversion or continuation date.  Promptly after receiving any such notice, Agent shall notify each Lender thereof.  Each Notice of

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Conversion/Continuation shall be irrevocable, and shall specify the amount of Loans to be converted or continued, the conversion or continuation date (which shall be a Business Day), and the duration of the Interest Period (which shall be deemed to be 30 days if not specified).  If, upon the expiration of any Interest Period in respect of any LIBOR Loans, Borrowers shall have failed to deliver a Notice of Conversion/Continuation, they shall be deemed to have elected to convert such Loans into Base Rate Loans.

3.1.3        Interest Periods.  In connection with the making, conversion or continuation of any LIBOR Loans, Borrowers shall select an interest period (“Interest Period”) to apply, which interest period shall be 30, 60, 90 or 180 days; provided, however, that:

a.             the Interest Period shall commence on the date the Loan is made or continued as, or converted into, a LIBOR Loan, and shall expire on the numerically corresponding day in the calendar month at its end;

b.             if any Interest Period commences on a day for which there is no corresponding day in the calendar month at its end or if such corresponding day falls after the last Business Day of such month, then the Interest Period shall expire on the last Business Day of such month; and if any Interest Period would expire on a day that is not a Business Day, the period shall expire on the next Business Day; and

c.             no Interest Period shall extend beyond the Revolver Termination Date.

3.1.4        Interest Rate Not Ascertainable.  If Agent shall determine that on any date for determining LIBOR, due to any circumstance affecting the London interbank market, adequate and fair means do not exist for ascertaining such rate on the basis provided herein, then Agent shall immediately notify Borrower Agent of such determination.  Until Agent notifies Borrower Agent that such circumstance no longer exists, the obligation of Lenders to make LIBOR Loans shall be suspended, and no further Loans may be converted into or continued as LIBOR Loans.

3.2           Fees.

3.2.1        Unused Line Fee.  Borrowers shall pay to Agent, for the Pro Rata benefit of Lenders, a fee accruing during each calendar quarter when the average daily aggregate amount of Loans and LC Obligations during the preceding calendar quarter or any portion thereof (a) is less than 50% of the Commitments in such prior calendar quarter, at the rate of 0.625% per annum and (b) is equal to or in excess of 50% of the Commitments in such prior calendar quarter, at a rate of 0.50% per annum, in each case times the daily amount by which the Commitments in such calendar quarter exceed the aggregate amount of Loans, amounts owing for any drawings under Letters of Credit and stated amount of Letters of Credit during such calendar quarter.   Such fee shall be determined by Agent and be payable quarterly in arrears, on the first day of each calendar quarter commencing on the first quarter to occur after the Closing Date and on the Commitment Termination Date.

3.2.2        LC Facility Fees.  Borrowers shall pay (a) to Agent, for the Pro Rata benefit of Lenders, a fee equal to the Applicable Margin in effect for LIBOR Loans times the average daily stated amount of Letters of Credit, which fee shall be payable monthly in arrears,

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on the first day of each month; (b) to Agent, for its own account, a fronting fee equal to 0.125% per annum on the stated amount of each Letter of Credit, which fee shall be payable quarterly in arrears, on the first day of each calendar quarter commencing on the first quarter to occur after the Closing Date; and (c) to Issuing Bank, for its own account, all customary charges associated with the issuance, amending, negotiating, payment, processing, transfer and administration of Letters of Credit, which charges shall be paid as and when incurred.  During an Event of Default, the fee payable under clause (a) shall be increased by 2% per annum.

3.2.3        Agent Fees.  In consideration of Agent’s and Lead Arrangers’ syndication of the Commitments and Agent’s service hereunder, Borrowers shall pay to Agent and Lead Arrangers, respectively, for their own account, the fees described in the Fee Letter.

3.3           Computation of Interest, Fees, Yield Protection.  All interest on LIBOR Loans shall be computed for the actual days elapsed, based on a year of 360 days, and all interest on Base Rate Loans, as well as fees and other charges calculated on a per annum basis, shall be computed for the actual days elapsed, based on a year of 365 or 366 days, as applicable.  Each determination by Agent of any interest, fees or interest rate hereunder shall be final, conclusive and binding for all purposes, absent manifest error.  All fees shall be fully earned when due and shall not be subject to rebate, refund or proration.  All fees payable under Section 3.2 are compensation for services and are not, and shall not be deemed to be, interest or any other charge for the use, forbearance or detention of money.  A certificate as to amounts payable by Borrowers under Section 3.4, 3.6, 3.7, 3.9 or 5.8, submitted to Borrower Agent by Agent or the affected Lender, as applicable, shall be final, conclusive and binding for all purposes, absent manifest error, and Borrowers shall pay such amounts to the appropriate party within 10 days following receipt of the certificate.  For the purposes of the Interest Act (Canada), (i) whenever any interest or fees under this Agreement or any other Loan Document is calculated using a rate based on a year of 360 days, the rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate, (y) multiplied by the actual number of days in the calendar year in which the period for which such interest is payable (or compounded) ends, and (z) divided by 360, (ii) the principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement, and (iii) the rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields.

3.4           Reimbursement Obligations.  Borrowers shall reimburse Agent and any Lender for all Extraordinary Expenses.  Borrowers shall also reimburse Agent, Syndication Agent and the Lead Arrangers for all reasonable legal, accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party.  All legal, accounting and consulting fees shall be charged to Borrowers by Agent’s, Syndication Agent’s and the Lead Arrangers’ professionals, as applicable, at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, Syndication Agent, the Lead Arrangers, any Lender or any of their Affiliates may have with such professionals with respect to this or any other transaction.  If,

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for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is determined that a higher Applicable Margin should have applied to a period than was actually applied, then the proper margin shall be applied retroactively and Borrowers shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid.  All amounts payable by Borrowers under this Section shall be due on demand.  For the avoidance of doubt, the provisions of this Section 3.4 shall apply regardless of whether the Closing Date occurs.

3.5           Illegality.  If any Lender determines that any Applicable Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund LIBOR Loans, or to determine or charge interest rates based upon LIBOR, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to Agent, any obligation of such Lender to make or continue LIBOR Loans or to convert Base Rate Loans to LIBOR Loans shall be suspended until such Lender notifies Agent that the circumstances giving rise to such determination no longer exist.  Upon delivery of such notice, Borrowers shall prepay or, if applicable, convert all LIBOR Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such LIBOR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBOR Loans.  Upon any such prepayment or conversion, Borrowers shall also pay accrued interest on the amount so prepaid or converted.

3.6           Inability to Determine Rates.  If Required Lenders notify Agent for any reason in connection with a request for a Borrowing of, or conversion to or continuation of, a LIBOR Loan that (a) Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Loan, (b) adequate and reasonable means do not exist for determining LIBOR for the requested Interest Period, or (c) LIBOR for the requested Interest Period does not adequately and fairly reflect the cost to such Lenders of funding such Loan, then Agent will promptly so notify Borrower Agent and each Lender.  Thereafter, the obligation of Lenders to make or maintain LIBOR Loans shall be suspended until Agent (upon instruction by Required Lenders) revokes such notice.  Upon receipt of such notice, Borrower Agent may revoke any pending request for a Borrowing of, conversion to or continuation of a LIBOR Loan or, failing that, will be deemed to have submitted a request for a Base Rate Loan.

3.7           Increased Costs; Capital Adequacy.

3.7.1                       Change in Law.  If any Change in Law shall:

a.                                       impose modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in LIBOR) or Issuing Bank;

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b.             subject any Lender or Issuing Bank to any Tax with respect to any Loan, Loan Document, Letter of Credit or participation in LC Obligations, or change the basis of taxation of payments to such Lender or Issuing Bank in respect thereof (except in each case for Indemnified Taxes or Other Taxes covered by Section 5.8 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or Issuing Bank); or

c.             impose on any Lender or Issuing Bank or the London interbank market any other condition, cost or expense affecting any Loan, Loan Document, Letter of Credit or participation in LC Obligations;

and the result thereof shall be to increase the cost to such Lender of making or maintaining any LIBOR Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or Issuing Bank (which request shall be accompanied by a certificate of such Lender or Issuing Bank setting forth in reasonable detail the amount or amounts necessary to compensate such Lender or Issuing Bank and the basis therefor), Borrowers will pay to such Lender or Issuing Bank, as applicable, such additional amount or amounts as will compensate such Lender or Issuing Bank, as applicable, for such additional costs incurred or reduction suffered.

3.7.2        Capital Adequacy.  If any Lender or Issuing Bank determines that any Change in Law affecting such Lender or Issuing Bank or any Lending Office of such Lender or such Lender’s or Issuing Bank’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s, Issuing Bank’s or holding company’s capital as a consequence of this Agreement, or such Lender’s or Issuing Bank’s Commitments, Loans, Letters of Credit or participations in LC Obligations, to a level below that which such Lender, Issuing Bank or holding company could have achieved but for such Change in Law (taking into consideration such Lender’s, Issuing Bank’s and holding company’s policies with respect to capital adequacy), then from time to time upon the request of such Lender or Issuing Bank (which request shall be accompanied by a certificate of such Lender or Issuing Bank setting forth in reasonable detail the amount or amounts necessary to compensate such Lender or Issuing Bank and the basis therefor), Borrowers will pay to such Lender or Issuing Bank, as the case may be, such additional amount or amounts as will compensate it or its holding company for any such reduction suffered.

3.7.3        Compensation.  Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of its right to demand such compensation, but Borrowers shall not be required to compensate a Lender or Issuing Bank for any increased costs incurred or reductions suffered more than nine months prior to the date that the Lender or Issuing Bank notifies Borrower Agent of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

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3.8           Mitigation.  If any Lender gives a notice under Section 3.5 or requests compensation under Section 3.7, or if Borrowers are required to pay additional amounts with respect to a Lender under Section 5.8, then such Lender shall use reasonable efforts to designate a different Lending Office or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment (a) would eliminate the need for such notice or reduce amounts payable or to be withheld in the future, as applicable; and (b) would not subject the Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to it.  Borrowers shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

3.9           Funding Losses.  If for any reason (other than default by a Lender) (a) any Borrowing of, or conversion to or continuation of, a LIBOR Loan does not occur on the date specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation (whether or not withdrawn), (b) any repayment or conversion of a LIBOR Loan occurs on a day other than the end of its Interest Period, or (c) Borrowers fail to repay a LIBOR Loan when required hereunder, then Borrowers shall pay to Agent its customary administrative charge and to each Lender all losses and expenses that it sustains as a consequence thereof, including loss of anticipated profits and any loss or expense arising from liquidation or redeployment of funds or from fees payable to terminate deposits of matching funds.  Lenders shall not be required to purchase Dollar deposits in the London interbank market or any other offshore Dollar market to fund any LIBOR Loan, but the provisions hereof shall be deemed to apply as if each Lender had purchased such deposits to fund its LIBOR Loans.

3.10         Maximum Interest.  Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by Applicable Law (“maximum rate”).  If Agent or any Lender shall receive interest in an amount that exceeds the maximum rate, the excess interest shall be applied to the principal of the Obligations or, if it exceeds such unpaid principal, refunded to Borrowers.  In determining whether the interest contracted for, charged or received by Agent or a Lender exceeds the maximum rate, such Person may, to the extent permitted by Applicable Law, (a) characterize any payment that is not principal as an expense, fee or premium rather than interest; (b) exclude voluntary prepayments and the effects thereof; and (c) amortize, prorate, allocate and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

3.11         Removal or Replacement of a Lender.  Anything contained herein to the contrary notwithstanding, and except during the occurrence and continuance of a Default or Event of Default, in the event that:  (a) any Lender (an “Increased-Cost Lender”) shall give notice to Borrower Agent that such Lender is entitled to receive payments under Section 3.7 or Section 5.8, or pursuant to Section 3.5 is unable to make LIBOR Loans, the circumstances which have caused such Lender to be unable to make LIBOR Loans or which entitle such Lender to receive such payments shall remain in effect, and such Lender shall fail to withdraw such notice within five (5) Business Days after Borrower Agent’s request for such withdrawal; (b) any Lender is a Defaulting Lender; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 15.1.1, the consent of Required Lenders shall have been obtained but the consent of one

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or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), Borrower Agent may, by giving written notice to Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans in full to one or more Eligible Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 13.3 and Terminated Lender shall pay any fees payable thereunder in connection with such assignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender (and, other than as specified in clause (2) below, no premium shall be payable in connection therewith); (2) on the date of such assignment, Borrower Agent shall pay any amounts payable to such Terminated Lender pursuant to Section 3.5 or otherwise and Borrower Agent shall reimburse the Terminated Lender for any fees paid by such Terminated Lender pursuant to Section 13.3 and in connection with the assignment; and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender.  Upon the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.

SECTION 4.         LOAN ADMINISTRATION

4.1           Manner of Borrowing and Funding Loans.

4.1.1        Notice of Borrowing.

a.             Whenever Borrowers desire funding of a Borrowing of Loans, Borrower Agent shall give Agent a Notice of Borrowing.  Such notice must be received by Agent no later than 11:00 a.m. (i) on the Business Day of the requested funding date, in the case of Base Rate Loans, and (ii) at least three Business Days prior to the requested funding date, in the case of LIBOR Loans.  Notices received after 11:00 a.m. shall be deemed received on the next Business Day.  Each Notice of Borrowing shall be irrevocable and shall specify (A) the amount of the Borrowing, (B) the requested funding date (which must be a Business Day), (C) whether the Borrowing is to be made as Base Rate Loans or LIBOR Loans, and (D) in the case of LIBOR Loans, the duration of the applicable Interest Period (which shall be deemed to be 30 days if not specified).  In addition, in the case of a Borrowing after the Availability Election which would result in Availability being less than $50,000,000, the Notice of Borrowing shall demonstrate that the Fixed Charge Coverage Ratio would be not less than 1.00 : 1.00 after giving effect to such Borrowing as of the end of the Fiscal Quarter immediately preceding such funding for which financial information pursuant to Section 10.1.2(a) or (b) has been delivered to Agent.

b.             Unless payment is otherwise timely made by Borrowers, the becoming due of any Obligations (whether principal, interest, fees or other charges, including Extraordinary Expenses, LC Obligations, Cash Collateral and Bank Product Debt) shall be deemed to be a request for Base Rate Loans on the due date, in the amount of such Obligations.  The proceeds of such Loans shall be disbursed as direct payment of the relevant Obligation.  In

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addition, Agent may, at its option, charge such Obligations against any operating, investment or other account of a Borrower maintained with Agent or any of its Affiliates.

c.             If Borrowers establish a controlled disbursement account with Agent or any Affiliate of Agent, then the presentation for payment of any check or other item of payment drawn on such account at a time when there are insufficient funds to cover it shall be deemed to be a request for Base Rate Loans on the date of such presentation, in the amount of the check and items presented for payment.  The proceeds of such Loans may be disbursed directly to the controlled disbursement account or other appropriate account.

4.1.2        Fundings by Lenders.  Each Lender shall timely honor its Commitment by funding its Pro Rata share of each Borrowing of Loans that is properly requested hereunder.  Except for Borrowings to be made as Swingline Loans, Agent shall endeavor to notify Lenders of each Notice of Borrowing (or deemed request for a Borrowing) by 12:00 noon on the proposed funding date for Base Rate Loans or by 3:00 p.m. at least two Business Days before any proposed funding of LIBOR Loans.  Each Lender shall fund to Agent such Lender’s Pro Rata share of the Borrowing to the account specified by Agent in immediately available funds not later than 2:00 p.m. on the requested funding date, unless Agent’s notice is received after the times provided above, in which event Lender shall fund its Pro Rata share by 11:00 a.m. on the next Business Day.  Subject to its receipt of such amounts from Lenders, Agent shall disburse the proceeds of the Loans as directed by Borrower Agent.  Unless Agent shall have received (in sufficient time to act) written notice from a Lender that it does not intend to fund its Pro Rata share of a Borrowing, Agent may, but shall not be obligated to, assume that such Lender has deposited or promptly will deposit its share with Agent, and Agent may, but shall not be obligated to, disburse a corresponding amount to Borrowers.  If a Lender’s share of any Borrowing or of any settlement pursuant to Section 4.1.3(b) is not received by Agent, then Borrowers agree to repay to Agent on demand the amount of such share, together with interest thereon from the date disbursed until repaid, at the rate applicable to the Borrowing.

4.1.3        Swingline Loans; Settlement.

a.             Agent may, but shall not be obligated to, advance Swingline Loans to Borrowers, up to an aggregate outstanding principal amount equal to the greater of (i) $15,000,000 and (ii) 10% of the aggregate amount of the Commitments.  Each Swingline Loan shall constitute a Loan for all purposes, except that payments thereon shall be made to Agent for its own account or for the account of Lenders, as applicable.  The obligation of Borrowers to repay Swingline Loans shall be evidenced by the records of Agent and need not be evidenced by any promissory note.

b.             To facilitate administration of the Loans, Lenders and Agent agree (which agreement is solely among them, and not for the benefit of or enforceable by any Borrower) that settlement among them with respect to Swingline Loans and other Loans may take place on a date determined from time to time by Agent, which shall occur at least once each week.  On each settlement date, settlement shall be made with each Lender in accordance with the Settlement Report delivered by Agent to Lenders.  Between settlement dates, Agent may in its discretion apply payments on Loans to Swingline Loans, regardless of any designation by Borrower or any provision herein to the contrary.  Each Lender’s obligation to make settlements with Agent is

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absolute and unconditional, without offset, counterclaim or other defense, and whether or not the Commitments have terminated, an Overadvance exists or the conditions in Section 6 are satisfied.  If, due to an Insolvency Proceeding with respect to a Borrower or otherwise, any Swingline Loan may not be settled among Lenders hereunder, then each Lender shall be deemed to have purchased from Agent a Pro Rata participation in each unpaid Swingline Loan and shall transfer the amount of such participation to Agent, in immediately available funds, within one Business Day after Agent’s request therefor.  Agent acknowledges that it receives all Loan proceeds, and interest and fees owing to Lenders hereunder, in its capacity as Agent under this Agreement.

4.1.4        Notices.  Each Borrower authorizes Agent and Lenders to extend, convert or continue Loans, effect selections of interest rates, and transfer funds to or on behalf of Borrowers based on telephonic or e-mailed instructions.  Borrowers shall confirm each such request by prompt delivery to Agent of a Notice of Borrowing or Notice of Conversion/Continuation, if applicable, but if it differs in any material respect from the action taken by Agent or Lenders, the records of Agent and Lenders shall govern.  Neither Agent nor any Lender shall have any liability for any loss suffered by a Borrower as a result of Agent or any Lender acting upon its understanding of telephonic or e-mailed instructions from a person believed in good faith by Agent or any Lender to be a person authorized to give such instructions on a Borrower’s behalf.

4.2           Defaulting Lender.  Agent may (but shall not be required to), in its discretion, retain any payments or other funds received by Agent that are to be provided to a Defaulting Lender hereunder, and may apply such funds to such Lender’s defaulted obligations or readvance the funds to Borrowers in accordance with this Agreement.  The failure of any Lender to fund a Loan, to make a payment in respect of LC Obligations or to otherwise perform its obligations hereunder shall not relieve any other Lender of its obligations, and no Lender shall be responsible for default by another Lender.  Lenders and Agent agree (which agreement is solely among them, and not for the benefit of or enforceable by any Borrower) that, solely for purposes of determining a Defaulting Lender’s right to vote (except as provided in Section 15.1.1(c)) on matters relating to the Loan Documents and to share in payments, fees and Collateral proceeds thereunder, a Defaulting Lender shall not be deemed to be a “Lender” until all its defaulted obligations have been cured.

4.3           Number and Amount of LIBOR Loans; Determination of Rate  Each Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000, plus any increment of $1,000,000 in excess thereof.  No more than seven Borrowings of LIBOR Loans may be outstanding at any time, and all LIBOR Loans having the same length and beginning date of their Interest Periods shall be aggregated together and considered one Borrowing for this purpose.  Upon determining LIBOR for any Interest Period requested by Borrowers, Agent shall promptly notify Borrowers thereof by telephone or electronically and, if requested by Borrowers, shall confirm any telephonic notice in writing.

4.4           Borrower Agent.  Each Borrower hereby designates Sanmina (in such capacity, “Borrower Agent”) as its representative and agent for all purposes under the Loan Documents, including requests for Loans and Letters of Credit, designation of interest rates, delivery or receipt of communications, preparation and delivery of Borrowing Base and financial reports,

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receipt and payment of Obligations, requests for waivers, amendments or other accommodations, actions under the Loan Documents (including in respect of compliance with covenants), and all other dealings with Agent, Issuing Bank or any Lender.  Borrower Agent hereby accepts such appointment.  Agent and Lenders shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication (including any notice of borrowing) delivered by Borrower Agent on behalf of any Borrower.  Agent and Lenders may give any notice or communication with a Borrower hereunder to Borrower Agent on behalf of such Borrower.  Each of Agent, Issuing Bank and Lenders shall have the right, in its discretion, to deal exclusively with Borrower Agent for any or all purposes under the Loan Documents.  Each Borrower agrees that any notice, election, communication, representation, agreement or undertaking made on its behalf by Borrower Agent shall be binding upon and enforceable against it.

4.5           One Obligation.  The Loans, LC Obligations and other Obligations shall constitute one general obligation of Borrowers and (unless otherwise expressly provided in any Loan Document) shall be secured by Agent’s Lien upon all Collateral.

4.6           Effect of Termination.  On the effective date of any termination of the Commitments, all Obligations shall be immediately due and payable.  All undertakings of Borrowers contained in the Loan Documents shall survive any termination, and Agent shall retain its Liens in the Collateral and all of its rights and remedies under the Loan Documents until Full Payment of the Obligations.  Notwithstanding Full Payment of the Obligations, Agent shall not be required to terminate its Liens in any Collateral unless, with respect to any damages Agent may incur as a result of the dishonor or return of Payment Items applied to Obligations, Agent receives (a) a written agreement, executed by Borrowers and any Person whose advances are used in whole or in part to satisfy the Obligations, indemnifying Agent and Lenders from any such damages; or (b) such Cash Collateral as Agent, in its discretion, deems necessary to protect against any such damages.  Sections 2.2, 3.4, 3.7, 3.9, 5.4, 5.8, 5.9, 12, 15.2, 15.12 and this Section, and the obligation of each Obligor and Lender with respect to each indemnity given by it in any Loan Document, shall survive Full Payment of the Obligations and any release relating to this credit facility.

SECTION 5.                            PAYMENTS

5.1           General Payment Provisions.  All payments of Obligations shall be made in Dollars, without offset, counterclaim or defense of any kind, and in immediately available funds, not later than 12:00 noon on the due date.  Any payment after such time shall be deemed made on the next Business Day.  Any payment of a LIBOR Loan prior to the end of its Interest Period shall be accompanied by all amounts due under Section 3.9.  Any prepayment of Loans shall be applied first to Base Rate Loans and then to LIBOR Loans.

5.2           Repayment of Loans.  Loans shall be due and payable in full on the Revolver Termination Date, unless payment is sooner required hereunder.  Loans may be prepaid from time to time, without penalty or premium and without prior notice.  All repayments and prepayments of Loans shall be applied on a Pro Rata basis.  If any Asset Disposition includes the disposition of Collateral (i) outside the Ordinary Course of Business consistent with past practices or (ii) in connection with factoring or similar arrangements permitted under

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Section 10.2.5(e) or Section 10.2.5(f) hereof, then, in each case, prior thereto (except in the case of any involuntary loss resulting from a casualty event or condemnation and in the case of transactions contemplated by the 2009 Corporate Reorganization) the Borrower Agent shall deliver to Agent a Borrowing Base Certificate giving effect to such Asset Disposition and if a Trigger Period exists at the time of such Disposition or as a result thereof the Net Proceeds of such Asset Disposition shall be applied to the Loans.  Notwithstanding anything herein to the contrary, if an Overadvance exists, Borrowers shall, on the sooner of Agent’s demand or the first Business Day after any Borrower has knowledge thereof, repay the outstanding Loans and, if necessary, Cash Collateralize any Letters of Credit, in an aggregate amount sufficient to reduce the principal balance of Loans to the lesser of the Borrowing Base or the Commitments.

5.3           Payment of Other Obligations.  Obligations other than Loans, including LC Obligations and Extraordinary Expenses, shall be paid by Borrowers as provided in the Loan Documents or, if no payment date is specified, on demand.

5.4           Marshaling; Payments Set Aside.  None of Agent or Lenders shall be under any obligation to marshal any assets in favor of any Obligor or against any Obligations.  If any payment by or on behalf of Borrowers is made to Agent, Issuing Bank or any Lender, or Agent, Issuing Bank or any Lender exercises a right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by Agent, Issuing Bank or such Lender in its discretion) to be repaid to a trustee, receiver or any other Person, then to the extent of such recovery, the Obligation originally intended to be satisfied, and all Liens, rights and remedies relating thereto, shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred.

5.5           Post-Default Allocation of Payments.

5.5.1                        Allocation.  Notwithstanding anything herein to the contrary, during an Event of Default, monies to be applied to the Obligations, whether arising from payments by Obligors, realization on Collateral, setoff or otherwise, shall be allocated as follows:

a.             first, to all costs and expenses, including Extraordinary Expenses, owing to Agent;

b.             second, to all amounts owing to Agent on Swingline Loans;

c.             third, to all amounts owing to Issuing Bank on LC Obligations;

d.             fourth, to all Obligations constituting fees (excluding amounts relating to Bank Products);

e.             fifth, to all Obligations constituting interest (excluding amounts relating to Bank Products);

f.              sixth, to provide Cash Collateral for outstanding Letters of Credit;

g.             seventh, to all other Obligations, other than Bank Product Debt;

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h.             eighth, to any Bank Product Debt that is subject in full to any reserve hereunder; and

i.              last, to any other Bank Product Debt.

Amounts shall be applied to each category of Obligations set forth above until Full Payment thereof and then to the next category.  If amounts are insufficient to satisfy a category, they shall be applied on a pro rata basis among the Obligations in the category.  Amounts distributed with respect to any Bank Product Debt shall be the lesser of the applicable Bank Product Amount last reported to Agent or the actual Bank Product Debt as calculated by the methodology reported to Agent for determining the amount due.  Agent shall have no obligation to calculate the amount to be distributed with respect to any Bank Product Debt, but may rely upon written notice of the amount (setting forth a reasonably detailed calculation) from the Secured Party.  In the absence of such notice, Agent may assume the amount to be distributed is the Bank Product Amount last reported to it.  The allocations set forth in this Section are solely to determine the rights and priorities of Agent and Lenders as among themselves, and may be changed by agreement among them without the consent of any Obligor.  This Section is not for the benefit of or enforceable by any Borrower.

5.5.2                        Erroneous Application.  Agent shall not be liable for any application of amounts made by it in good faith and, if any such application is subsequently determined to have been made in error, the sole recourse of any Lender or other Person to which such amount should have been made shall be to recover the amount from the Person that actually received it (and, if such amount was received by any Lender, such Lender hereby agrees to return it).

5.6           Application of Payments.  The ledger balance in all Dominion Accounts as of the end of a Business Day shall be applied to the Obligations constituting principal, interest, fees and expenses at the beginning of the next Business Day or as soon thereafter as designated by Agent.  If, as a result of such application, a credit balance exists, the balance shall not accrue interest in favor of Borrowers and shall be made available to Borrowers as long as no Default or Event of Default exists.  Each Borrower irrevocably waives the right to direct the application of any payments or Collateral proceeds, and agrees that Agent shall have the continuing, exclusive right to apply and reapply same against the Obligations, in such manner as Agent deems advisable, notwithstanding any entry by Agent in its records.

5.7           Loan Account; Account Stated.

5.7.1                        Loan Account.  Agent shall maintain in accordance with its usual and customary practices an account or accounts (“Loan Account”) evidencing the Debt of Borrowers resulting from each Loan or issuance of a Letter of Credit from time to time.  Any failure of Agent to record anything in the Loan Account, or any error in doing so, shall not limit or otherwise affect the obligation of Borrowers to pay any amount owing hereunder.  Agent may maintain a single Loan Account in the name of Borrower Agent, and each Borrower confirms that such arrangement shall have no effect on the joint and several character of its liability for the Obligations.

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5.7.2        Entries Binding.  Entries made in the Loan Account shall constitute presumptive evidence of the information contained therein.  If any information contained in the Loan Account is provided to or inspected by any Person, then such information shall be conclusive and binding on such Person for all purposes absent manifest error, except to the extent such Person notifies Agent in writing within 30 days after receipt or inspection that specific information is subject to dispute.

5.7.3        Register.  Agent, acting solely for this purpose as an agent of the Borrowers, also shall maintain a register for the recordation of the names and addresses of the Lenders and the principal amounts of the Loans owing to each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in the Register shall be conclusive, and the Borrower, Agent and the Lenders may treat each Person whose name is recorded in the Register as a Lender for all purposes of this Agreement, notwithstanding notice to the contrary.  The register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

5.8           Taxes.

5.8.1        Payments Free of Taxes.  All payments by Obligors of Obligations shall be free and clear of and without reduction for any Taxes.  If Applicable Law requires any Obligor or Agent to withhold or deduct any Tax (including backup withholding or withholding Tax), the withholding or deduction shall be based on information provided pursuant to Section 5.9 and Agent shall pay the amount withheld or deducted to the relevant Government Authority.  If the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by Obligors shall be increased so that Agent, Lender or Issuing Bank, as applicable, receives an amount equal to the sum it would have received if no such withholding or deduction (including deductions applicable to additional sums payable under this Section) had been made.  Without limiting the foregoing, Obligors shall timely pay all Other Taxes to the relevant Governmental Authorities.

5.8.2        Payment.  Obligors shall indemnify, hold harmless and reimburse (within 10 days after demand therefor) Agent, Lenders and Issuing Bank for any Indemnified Taxes or Other Taxes (including Indemnified Taxes and Other Taxes attributable to amounts payable under this Section) withheld or deducted by any Obligor or Agent, or paid by Agent, any Lender or Issuing Bank, with respect to any Obligations, Letters of Credit or Loan Documents, whether or not such Taxes were properly asserted by the relevant Governmental Authority, and including all penalties, interest and reasonable expenses relating thereto.  A certificate as to the amount of any such payment or liability delivered to Borrower Agent by Agent, or by a Lender or Issuing Bank (with a copy to Agent), shall be conclusive absent manifest error.  As soon as practicable after any payment of Taxes by an Obligor, Borrower Agent shall deliver to Agent a receipt from the Governmental Authority or other evidence of payment satisfactory to Agent.

5.9           Lender Tax Information.

5.9.1        Status of Lenders.  Each Lender shall deliver documentation and information to Agent and Borrower Agent, at the times reasonably requested by Agent or Borrower Agent, sufficient to permit Agent or Obligors to determine (a) whether or not

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payments made with respect to Obligations are subject to Taxes, (b) if applicable, the required rate of withholding or deduction, and (c) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes for such payments or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction.

5.9.2        Documentation.  If a Borrower is resident for tax purposes in the United States, any Lender that is a “United States person” within the meaning of section 7701(a)(30) of the Code shall deliver to Agent and Borrower Agent IRS Form W-9 or such other documentation or information prescribed by Applicable Law or reasonably requested by Agent or Borrower Agent to determine whether such Lender is subject to backup withholding or information reporting requirements.  If any Foreign Lender is entitled to any exemption from or reduction of United States withholding tax for payments with respect to the Obligations, it shall deliver to Agent and Borrower Agent on or prior to the date on which it becomes a Lender hereunder (and from time to time thereafter upon the request of Agent or Borrower Agent, but only if such Foreign Lender is legally entitled to do so), (a) IRS Form W-8BEN claiming eligibility for benefits of an income tax treaty to which the United States is a party; (b) IRS Form W-8ECI; (c) IRS Form W-8IMY and all required supporting documentation; (d) in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, IRS Form W-8BEN and a certificate showing such Foreign Lender is not (i) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (ii) a “10 percent shareholder” of any Obligor within the meaning of section 881(c)(3)(B) of the Code, or (iii) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code; or (e) any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in withholding tax, together with such supplementary documentation necessary to allow Agent and Borrowers to determine the withholding or deduction required to be made.

5.9.3        Lender Obligations.  Each Lender and Issuing Bank shall promptly notify Borrowers and Agent of any change in circumstances that would change any claimed exemption or reduction.  Each Lender and Issuing Bank shall indemnify, hold harmless and reimburse (within 10 days after demand therefor) Borrowers and Agent for any Taxes, losses, claims, liabilities, penalties, interest and expenses (including reasonable attorneys’ fees) incurred by or asserted against a Borrower or Agent by any Governmental Authority due to such Lender’s or Issuing Bank’s failure to deliver, or inaccuracy or deficiency in, any documentation required to be delivered by it pursuant to this Section.  Each Lender and Issuing Bank authorizes Agent to set off any amounts due to Agent under this Section against any amounts payable to such Lender or Issuing Bank under any Loan Document.

5.9.4        If a Lender determines, in its sole discretion, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to Section 5.8, such Lender shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 5.8 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of such Lender and without interest (other than any interest paid by the relevant governmental authority with respect to such refund), provided that the Borrower, upon the request of such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant governmental authority) to such Lender in the event such Lender is

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required to repay such refund to such governmental authority.  This Section 5.9.4 shall not be construed to require any Lender to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to the Borrower or any other person.

5.10         Nature and Extent of Each Borrower’s Liability.

5.10.1                  Joint and Several Liability.  Each Borrower agrees that it is jointly and severally liable for, and absolutely and unconditionally guarantees to Agent and Lenders the prompt payment and performance of, all Obligations and all agreements under the Loan Documents.  Each Borrower agrees that its guaranty obligations hereunder constitute a continuing guaranty of payment and not of collection, that such obligations shall not be discharged until Full Payment of the Obligations, and that such obligations are absolute and unconditional, irrespective of (a) the genuineness, validity, regularity, enforceability, subordination or any future modification of, or change in, any Obligations or Loan Document, or any other document, instrument or agreement to which any Obligor is or may become a party or be bound; (b) the absence of any action to enforce this Agreement (including this Section) or any other Loan Document, or any waiver, consent or indulgence of any kind by Agent or any Lender with respect thereto; (c) the existence, value or condition of, or failure to perfect a Lien or to preserve rights against, any security or guaranty for the Obligations or any action, or the absence of any action, by Agent or any Lender in respect thereof (including the release of any security or guaranty); (d) the insolvency of any Obligor; (e) any election by Agent or any Lender in an Insolvency Proceeding for the application of Section 1111(b)(2) of the Bankruptcy Code; (f) any borrowing or grant of a Lien by any other Borrower, as debtor-in-possession under Section 364 of the Bankruptcy Code or otherwise; (g) the disallowance of any claims of Agent or any Lender against any Obligor for the repayment of any Obligations under Section 502 of the Bankruptcy Code or otherwise; or (h) any other action or circumstances that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor, except Full Payment of all Obligations.

5.10.2                  Waivers.

a.               Each Borrower expressly waives, to the extent permitted by law, all rights that it may have now or in the future under any statute, at common law, in equity or otherwise, to compel Agent or Lenders to marshal assets or to proceed against any Obligor, other Person or security for the payment or performance of any Obligations before, or as a condition to, proceeding against such Borrower.  Each Borrower waives, to the extent permitted by law, all defenses available to a surety, guarantor or accommodation co-obligor other than Full Payment of all Obligations.  It is agreed among each Borrower, Agent and Lenders that the provisions of this Section 5.10 are of the essence of the transaction contemplated by the Loan Documents and that, but for such provisions, Agent and Lenders would decline to make Loans and issue Letters of Credit.  Each Borrower acknowledges that its guaranty pursuant to this Section is necessary to the conduct and promotion of its business, and can be expected to benefit such business.

b.               Agent and Lenders may, in their discretion, pursue such rights and remedies as they deem appropriate, including realization upon Collateral, without affecting any rights and remedies under this Section 5.10.  If, in taking any action in connection with the exercise of any rights or remedies, Agent or any Lender shall forfeit any other rights or remedies,

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including the right to enter a deficiency judgment against any Borrower or other Person, whether because of any Applicable Laws pertaining to “election of remedies” or otherwise, each Borrower consents to such action and waives, to the extent permitted by law, any claim based upon it, even if the action may result in loss of any rights of subrogation that any Borrower might otherwise have had.  Any election of remedies that results in denial or impairment of the right of Agent or any Lender to seek a deficiency judgment against any Borrower shall not impair any other Borrower’s obligation to pay the full amount of the Obligations.  Each Borrower waives, to the extent permitted by law, all rights and defenses arising out of an election of remedies, such as nonjudicial foreclosure with respect to any security for the Obligations, even though that election of remedies destroys such Borrower’s rights of subrogation against any other Person.  Agent may bid all or a portion of the Obligations at any foreclosure or trustee’s sale or at any private sale, and the amount of such bid need not be paid by Agent but shall be credited against the Obligations.  The amount of the successful bid at any such sale, whether Agent or any other Person is the successful bidder, shall be conclusively deemed to be the fair market value of the Collateral, and the difference between such bid amount and the remaining balance of the Obligations shall be conclusively deemed to be the amount of the Obligations guaranteed under this Section 5.10, notwithstanding that any present or future law or court decision may have the effect of reducing the amount of any deficiency claim to which Agent or any Lender might otherwise be entitled but for such bidding at any such sale.

5.10.3                  Extent of Liability; Contribution.

a.               Notwithstanding anything herein to the contrary, each Borrower’s liability under this Section 5.10 shall be limited to the greater of (i) all amounts for which such Borrower is primarily liable, as described below, and (ii) such Borrower’s Allocable Amount.

b.               If any Borrower makes a payment under this Section 5.10 of any Obligations (other than amounts for which such Borrower is primarily liable) (a “Guarantor Payment”) that, taking into account all other Guarantor Payments previously or concurrently made by any other Borrower, exceeds the amount that such Borrower would otherwise have paid if each Borrower had paid the aggregate Obligations satisfied by such Guarantor Payments in the same proportion that such Borrower’s Allocable Amount bore to the total Allocable Amounts of all Borrowers, then such Borrower shall be entitled to receive contribution and indemnification payments from, and to be reimbursed by, each other Borrower for the amount of such excess, pro rata based upon their respective Allocable Amounts in effect immediately prior to such Guarantor Payment.  The “Allocable Amount” for any Borrower shall be the maximum amount that could then be recovered from such Borrower under this Section 5.10 without rendering such payment voidable under Section 548 of the Bankruptcy Code or under any applicable state fraudulent transfer or conveyance act, or similar statute or common law.

c.               Nothing contained in this Section 5.10 shall limit the liability of any Borrower to pay Loans made directly or indirectly to that Borrower (including Loans advanced to any other Borrower and then re-loaned or otherwise transferred to, or for the benefit of, such Borrower), LC Obligations relating to Letters of Credit issued to support such Borrower’s business, and all accrued interest, fees, expenses and other related Obligations with respect thereto, for which such Borrower shall be primarily liable for all purposes hereunder.  Agent and Lenders shall have the right, at any time in their discretion, to condition Loans and Letters of

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Credit upon a separate calculation of borrowing availability for each Borrower and to restrict the disbursement and use of such Loans and Letters of Credit to such Borrower.

5.10.4                  Joint Enterprise.  Each Borrower has requested that Agent and Lenders make this credit facility available to Borrowers on a combined basis, in order to finance Borrowers’ business most efficiently and economically.  Borrowers’ business is a mutual and collective enterprise, and Borrowers believe that consolidation of their credit facility will enhance the borrowing power of each Borrower and ease the administration of their relationship with Lenders, all to the mutual advantage of Borrowers.  Borrowers acknowledge and agree that Agent’s and Lenders’ willingness to extend credit to Borrowers and to administer the Collateral on a combined basis, as set forth herein, is done solely as an accommodation to Borrowers and at Borrowers’ request.

SECTION 6.                            CONDITIONS PRECEDENT

6.1           Conditions Precedent to Initial Loans.  In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund any requested Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions has been satisfied:

a.              Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note.  Each other Loan Document to be entered into as of the Closing Date shall have been duly executed and delivered to Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof.

b.              Agent shall have received, except as otherwise provided in this Agreement, (i) acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens and (ii) all Lien Waivers requested by Agent.

c.              Reserved.

d.              Agent shall have received certificates, in form and substance satisfactory to it, from a knowledgeable Senior Officer of each Obligor certifying that, after giving effect to the initial Loans and transactions hereunder, as of the Closing Date (i) such Obligor is Solvent; (ii) no Default or Event of Default exists; (iii) the representations and warranties set forth in Section 9 are true and correct; and (iv) such Obligor has complied with all agreements and conditions to be satisfied by it under the Loan Documents as of the Closing Date (unless waived by Agent).

e.              Agent shall have received a certificate of a duly authorized officer of each Obligor, certifying (i) that attached copies of such Obligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown; (ii) that an attached copy of resolutions authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; and (iii) to the title, name and signature of each Person authorized to sign the Loan

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Documents.  Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.

f.              Agent shall have received a written opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C., as well as any local counsel to Obligors or Agent, in form and substance reasonably satisfactory to Agent.

g.             Agent shall have received copies of the charter documents of each Obligor, certified by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization.  Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization.

h.             Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Obligors, all in compliance with the Loan Documents.

i.              Agent shall have completed its business, financial and legal due diligence of Obligors, including (i) completion and a roll-forward of its previous field examination, with results satisfactory to Agent; (ii) completion of the inventory appraisal conducted by Emerald Technology Valuations with results satisfactory to Agent; (iii) a satisfactory review of Sanmina’s contracts with its customers; and (iv) a satisfactory review of the terms of Sanmina’s ongoing legal entity rationalization program.  Since September 29, 2007 there shall not have occurred any event or circumstance that had or could be reasonably expected, either individually or in the aggregate, to have a Material Adverse Effect.

j.              Obligors shall have paid all fees and expenses (including the reasonable fees and expenses of counsel (including any local counsel) for Agent) to be paid to Agent, the Lead Arrangers and Lenders on the Closing Date.

k.             Agent and the Lenders shall have received all documentation and other information required by regulatory authorities under applicable Anti-Terrorism Laws and “know your customer” rules and regulations.

l.              Reserved.

m.            There shall be no action, suit, investigation or proceeding pending or, to the knowledge of the Borrowers, threatened in writing in any court or before any arbitrator or Governmental Authority that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

n.             Agent, Syndication Agent and the Lead Arrangers shall have received, in form and substance reasonably satisfactory to them, (a) financial projections of the Borrowers and their subsidiaries evidencing the ability of Sanmina and its Subsidiaries to comply with the financial covenant set forth in Section 10.3 and (b) a summary of preliminary year-end results for the Fiscal Year ended September 27, 2008.

o.             Agent shall have received a “pay-off” letter in form and substance reasonably satisfactory to Agent with respect to the repayment in full and the termination of any

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commitment to make extensions of credit under that certain Amended and Restated Credit and Guaranty Agreement dated December 16, 2005 among Sanmina, certain guarantors party thereto, certain lenders and financial institutions party thereto and Agent, as administrative agent (as amended, restated, supplemented or otherwise modified).

p.             Agent shall have received a Borrowing Base Certificate prepared as of October 25, 2008.  Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith, Availability shall be at least $75,000,000.

6.2           Conditions Precedent to All Credit Extensions.  Agent, Issuing Bank and Lenders shall not be required to fund any Loans, arrange for issuance of any Letters of Credit or grant any other accommodation to or for the benefit of Borrowers (in each case, subject to the last sentence of Section 3.1.2(a), excluding the conversion or continuation of any Loan), unless the following conditions are satisfied:

a.             No Default or Event of Default shall exist at the time of, or result from, such funding, issuance or grant;

b.             The representations and warranties of each Obligor in the Loan Documents (i) that are not qualified by “materiality” shall be true and correct in all material respects on the date of, and upon giving effect to, such funding, issuance or grant and (ii) that are qualified by “materiality” shall be true and correct on and as of such date, except, in each case, to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (except if qualified by “materiality”, shall be true and correct) as of such earlier date;

c.             All conditions precedent in any other Loan Document shall be satisfied;

d.             The aggregate principal amount of all Loans and the aggregate undrawn amount of all Letters of Credit outstanding, after giving effect to the applicable Borrowing or issuance or renewal of a Letter of Credit, shall not exceed the Borrowing Base on such date; and

e.             With respect to issuance of a Letter of Credit, the LC Conditions shall be satisfied.

Each request (or deemed request) by Borrowers for funding of a Loan, issuance of a Letter of Credit or grant of an accommodation (in each case, subject to the last sentence of Section 3.1.2(a), excluding the conversion or continuation of any Loan) shall constitute a representation by Borrowers that the foregoing conditions are satisfied on the date of such request and on the date of such funding, issuance or grant.

SECTION 7.                            COLLATERAL

7.1           Grant of Security Interest.  To secure the prompt payment and performance of all Obligations, each Obligor hereby grants to Agent, for the benefit of Secured Parties, a continuing security interest in and Lien upon the following Property, whether now owned or hereafter acquired, and wherever located:

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a.             all Accounts and all Supporting Obligations, Chattel Paper, Documents and Instruments in respect thereof or relating thereto;

b.              all Deposit Accounts (except accounts used for collections for transactions permitted by Section 10.2.5(e) or Section 10.2.5(f));

c.              all Inventory;

d.              the Pledged Securities;

e.              all notes from a Canadian Obligor referred to in Section 10.2.1(i);

f.               all monies, whether or not in the possession or under the control of Agent, a Lender, or a bailee or Affiliate of Agent or a Lender, including any Cash Collateral;

g.              all accessions to, substitutions for, and all replacements, products, and cash and non-cash Proceeds of the foregoing, including Proceeds of and unearned premiums with respect to insurance policies, and claims against any Person for loss, damage or destruction of any Collateral; and

h.              all books and records (including customer lists, files, correspondence, tapes, computer programs, print-outs and computer records) pertaining to the foregoing.

7.2           Lien on Deposit Accounts; Cash Collateral.

7.2.1                        Deposit Accounts.  To further secure the prompt payment and performance of all Obligations, each Obligor hereby grants to Agent, for the benefit of Secured Parties, a continuing security interest in and Lien upon all amounts credited to any Deposit Account of such Obligor, including any sums in any blocked or lockbox accounts or in any accounts into which such sums are swept.  Each Obligor hereby authorizes and directs each bank or other depository to deliver to Agent, upon request, all balances in any Deposit Account maintained by such Obligor, without inquiry into the authority or right of Agent to make such request.  Agent may make any such request during a Trigger Period.

7.2.2                        Cash Collateral.  Any Cash Collateral may be invested, at Agent’s discretion, in Cash Equivalents, but Agent shall have no duty to do so, regardless of any agreement or course of dealing with any Obligor, and shall have no responsibility for any investment or loss other than for a loss from an investment in other than Cash Equivalents.  Each Obligor hereby grants to Agent, for the benefit of Secured Parties, a security interest in all Cash Collateral held from time to time and all proceeds thereof, as security for the Obligations, whether such Cash Collateral is held in a Cash Collateral Account or elsewhere.  Agent may apply Cash Collateral to the payment of any Obligations, in such order as Agent may elect, as they become due and payable.  Each Cash Collateral Account and all Cash Collateral shall be under the sole dominion and control of Agent.  No Obligor or other Person claiming through or on behalf of any Obligor shall have any right to any Cash Collateral, until Full Payment of all Obligations or until such time as such Obligations are no longer required to be Cash-Collateralized, as determined by Agent in accordance with the terms hereof.

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7.3           Other Collateral.

7.3.1        Certain After-Acquired Collateral.  Subject to Section 10.4.1, Borrowers shall promptly notify Agent in writing if, after the Closing Date, any Obligor obtains any interest in any Collateral consisting of Deposit Accounts or the treasurer or assistant treasurer of Borrower Agent becomes aware of Collateral with a value in excess of $5,000,000 consisting of Chattel Paper, Documents or Instruments, and, upon Agent’s request, shall promptly take such actions as Agent deems appropriate to effect Agent’s duly perfected, first priority Lien (subject to Permitted Liens referred to in Se▇▇▇▇▇ ▇▇.▇.▇(▇), (▇), (▇), (▇), (▇), (▇), (▇), (▇)) ▇pon such Collateral, including obtaining any appropriate possession, control agreement or Lien Waiver.  If any Collateral is in the possession of a third party (other than Inventory in-transit), at Agent’s request, Obligors shall obtain an acknowledgment that such third party holds the Collateral for the benefit of Agent.

7.3.2        Pledged Securities.  Each Obligor hereby consents to the grant by each other Obligor of a security interest in and Lien upon all Pledged Securities of such Obligor to Agent and, without limiting the foregoing, consents to the transfer of any Pledged Securities to Agent or its nominee while an Event of Default exists and to the substitution of Agent or its nominee as a partner in any partnership or member in any limited liability company with all the rights and powers related thereto

7.4           No Assumption of Liability.  The Lien on Collateral granted hereunder is given as security only and shall not subject Agent or any Lender to, or in any way modify, any obligation or liability of Obligors relating to any Collateral.

7.5           Further Assurances.  Promptly upon request and except as otherwise provided herein, Obligors shall deliver such instruments, assignments, title certificates, or other documents or agreements, and shall take such actions, as Agent deems appropriate under Applicable Law to evidence or perfect its Lien on any Collateral, or otherwise to give effect to the intent of this Agreement; provided that unless reasonably requested by Agent, no Obligor shall be required to take any action to perfect the security interest in Pledged Securities under the laws of any jurisdiction outside of the United States of America.  Each Obligor authorizes Agent to file any financing statement or similar Lien registration document that describes the Collateral in substantial conformance with the description in Section 7.1, and ratifies any action taken by Agent before the Closing Date to effect or perfect its Lien on any Collateral.

7.6           ULC Shares.  Notwithstanding any provisions to the contrary contained in this Agreement or any other document or agreement among all or some of the parties hereto, each Obligor who has granted a security interest hereunder in shares or other equity interests (“ULC Shares”) of any unlimited company incorporated under the laws of the Province of Nova Scotia, Canada, unlimited liability company incorporated under the laws of the Province of British Columbia, Canada, unlimited liability corporation incorporated under the laws of the Province of Alberta, Canada or any other entity whose members or shareholders have liability comparable to that of members or shareholders of those entities (each a “ULC”) or is the sole registered and beneficial owner of all Pledged Securities which are ULC Shares and will remain so until such time as such ULC Shares are effectively transferred into the name of Agent, any other Lender or any other person on the books and records of the issuer of such pledged ULC Shares.

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Accordingly, such Obligor shall be entitled to receive and retain for its own account any dividends, property or other distributions, if any, in respect of such ULC Shares (except insofar as the Obligor has granted a security interest in such dividends, property or other distributions, and any shares which are Pledged Securities shall be delivered to Agent to hold as Collateral hereunder) and shall have the right to vote such ULC Shares and to control the direction, management and policies of the issuer of such ULC Shares to the same extent as the Obligor would if such ULC Shares were not pledged to Agent pursuant hereto. Nothing in this Agreement or any other document or agreement among all or some of the parties hereto is intended to, and nothing in this Agreement, or any other document or agreement among all or some of the parties hereto shall constitute Agent, any other Lender or any person other than the Obligor a shareholder or member of a ULC for the purposes of the Companies Act (Nova Scotia) until such time as notice is given to the Obligor and further steps are taken thereunder so as to register Agent, or any other person as holder of Collateral which is ULC Shares.  To the extent any provision hereof or of any other document or agreement would have the effect of constituting Agent, any other Lender, or any other person as a shareholder or member of a ULC for the purposes of the Companies Act  (Nova Scotia) prior to such time, such provision shall be severed herefrom or therefrom and ineffective with respect to the Collateral which is ULC Shares without otherwise invalidating or rendering unenforceable this Agreement or such other agreement or invalidating or rendering unenforceable such provision insofar as it relates to Collateral which is not ULC Shares.  Except upon the exercise of rights to sell or otherwise dispose of Pledged Collateral which is ULC Shares following the occurrence and during the continuance of an Event of Default, the Obligor shall not cause or permit, or enable any ULC in which it holds ULC Shares to cause or permit, Agent or any other Lender to: (a) be registered as a shareholder or member of such ULC; (b) have any notation entered in its favour in the share register of such ULC; (c) be held out as a shareholder or member of such ULC; (d) receive, directly or indirectly, any dividends, property or other distributions from such ULC by reason of Agent or any other Lender holding a security interest in such ULC; or (e) act as a shareholder or member of such ULC, or exercise any rights of a shareholder or member including the right to attend a meeting of, or to vote the shares of, such ULC.

SECTION 8.                            COLLATERAL ADMINISTRATION

8.1           Borrowing Base Certificates.  By the 18^th day of each Fiscal Month, Borrower Agent shall deliver to Agent (and Agent shall promptly deliver same to Lenders) a Borrowing Base Certificate prepared as of the close of business of the previous month, and at such other times as Agent may reasonably request.  All calculations of Availability in any Borrowing Base Certificate shall originally be made by Borrowers and certified by a Senior Officer, provided that Agent may from time to time review and adjust any such calculation (a) to reflect its reasonable estimate of declines in value of any Collateral, due to collections received in the Dominion Account or otherwise; and (b) to the extent the calculation is not made in accordance with this Agreement or does not accurately reflect the Availability Reserve.

8.2           Administration of Accounts.

8.2.1        Records and Schedules of Accounts.  Each Obligor shall keep accurate and complete records of its Accounts, including all payments and collections thereon, and shall

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submit to Agent sales, collection, reconciliation and other reports in form reasonably satisfactory to Agent, on such periodic basis as Agent may reasonably request (but in no more than monthly unless an Event of Default exists).  Each Obligor shall also provide to Agent, on or before the 18^th day of each month, a detailed aged trial balance of all of its Accounts as of the end of the preceding month, specifying each Account’s Account Debtor name, address and amount.  If Borrower Agent becomes aware that any of the forty largest Account Debtors (or any Controlling Affiliate of such Account Debtor) obligated under any Eligible Account (as determined by reference to the most recent Borrowing Base Certificate delivered pursuant to Section 8.1) commences an Insolvency Proceeding (or the controlling Affiliate thereof in the case of an Account Debtor that is a subsidiary), Borrower Agent shall notify Agent of such occurrence promptly (and in any event within two Business Days) after Borrower Agent has knowledge thereof.

8.2.2        Taxes.  If an Account of any Obligor includes a charge for any Taxes, Agent is authorized, in its discretion, to pay the amount thereof to the proper taxing authority for the account of such Obligor and to charge Obligors therefor; provided, however, that neither Agent nor Lenders shall be liable for any Taxes that may be due from Obligors or with respect to any Collateral.

8.2.3        Account Verification.  During any Trigger Period, Agent shall have the right at any time, in the name of Agent, any designee of Agent or any Obligor, to verify the validity, amount or any other matter relating to any Accounts of Obligors by mail, telephone or otherwise.  Obligors shall cooperate fully with Agent in an effort to facilitate and promptly conclude any such verification process.  Agent shall endeavor to give Borrower Agent prior notice of Agent’s intention to conduct such verifications by telephone; provided that the failure by Agent to give such notice shall not limit the right of Agent to conduct such verifications.

8.2.4        Maintenance of Dominion Account.  Each Borrower hereby agrees that during any Trigger Period each Lockbox Cash Collateral Account and each Proceeds Cash Collateral Account shall automatically be deemed a Dominion Account.  Neither Agent nor Lenders assume any responsibility to Obligors for any lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to any Payment Items accepted by any bank.

8.2.5        Proceeds of Collateral.  Obligors shall request in writing and otherwise take all necessary steps to ensure that all payments on Accounts constituting Collateral or otherwise relating to Collateral are made directly to a Lockbox Cash Collateral Account or a Proceeds Cash Collateral Account.  If any Obligor or Subsidiary receives cash or Payment Items with respect to any Collateral, it shall hold same in trust for Agent and promptly (not later than the next Business Day) deposit same into a Cash Collateral Account (except that during a Trigger Period all such cash and Payment Items shall be held in trust and promptly deposited in a Dominion Account).

8.3           Administration of Inventory.

8.3.1        Records and Reports of Inventory.  Each Obligor shall keep accurate and complete records of its Inventory and shall submit to Agent inventory and reconciliation reports

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in form reasonably satisfactory to Agent, on such periodic basis as Agent may reasonably request (but no more than monthly unless an Event of Default exists).  Each Obligor shall conduct a physical inventory at least once per calendar year (and on a more frequent basis if requested by Agent when an Event of Default exists) and periodic cycle counts consistent with historical practices, and shall provide to Agent upon request a report based on each such inventory and count promptly upon completion thereof, together with such supporting information as Agent may reasonably request.  Upon reasonable prior notice, Agent may observe each physical count.

8.3.2        Returns of Inventory.  No Obligor shall return any Inventory to a supplier, vendor or other Person, whether for cash, credit or otherwise, unless (a) such return is in the Ordinary Course of Business consistent with past practices; (b) no Default, Event of Default or Overadvance exists or would result therefrom; and (c) any payment received by an Obligor for a return is (i) promptly remitted to Agent for application to the Loans, if any are outstanding, or (ii) if no Loans are outstanding, promptly in a Cash Collateral Account (subject to Section 8.2.5).

8.3.3        Acquisition, Sale and Maintenance.  No Obligor shall acquire or accept any Inventory on consignment or approval, and shall take all steps to assure that all Inventory is produced in accordance with the FLSA.  No Obligor shall sell any Inventory on consignment or approval or any other basis under which the customer may return or require an Obligor to repurchase such Inventory.  Obligors shall use, store and maintain all Inventory with reasonable care and caution, in accordance in all material respects with applicable standards of any insurance and in conformity in all material respects with all Applicable Law, and shall make current rent payments (within applicable grace periods provided for in leases and unless such rent payment is being Properly Contested) at all locations where any Collateral is located.

8.4           Administration of Deposit Accounts.  Schedule 8.4 to the Disclosure Letter sets forth all Deposit Accounts maintained by Obligors, including all Dominion Accounts.  Subject to Section 10.4.1, each Obligor shall take all actions necessary to establish Agent’s control of each such Deposit Account (other than an account exclusively used for payroll, payroll or employment taxes or employee benefits, or an account containing not more than the Dollar Equivalent of $10,000 at any time, cash collateral accounts permitted hereunder and accounts used for collections for transactions permitted by Section 10.2.5(e) or Section 10.2.5(f)), including the execution of a Deposit Account Control Agreement with respect to such Account.  Each Obligor shall be the sole account holder of each such Deposit Account and shall not allow any other Person (other than Agent or such financial institution where such Deposit Account is located) to have control over such Deposit Account or any Property deposited therein.  Each Obligor shall promptly notify Agent of any opening or closing of a Deposit Account and, with the consent of Agent, will amend Schedule 8.4 to the Disclosure Letter to reflect same.

8.5           General Provisions.

8.5.1        Location of Collateral.  All tangible items of Collateral, other than Inventory in transit, shall at all times be kept by Obligors at the business locations set forth in Schedule 8.5.1 to the Disclosure Letter, except that Obligors may (a) make sales or other dispositions of Collateral in accordance with Section 10.2.5; and (b) move Collateral to another location in the United States or Canada.  Borrower Agent shall provide to Agent at the end of

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each Fiscal Month or at such other time as requested by Agent a list of any locations to which tangible items of Collateral having a book value in excess of $5,000,000, with respect to Collateral located in the United States, or $100,000, with respect to Collateral located in Canada,  have been moved to the extent such locations are not listed on Schedule 8.5.1 to the Disclosure Letter or have not been previously notified to Agent pursuant to this Section 8.5.1.

8.5.2                        Insurance of Collateral; Condemnation Proceeds.

a.              Each Obligor shall maintain insurance with respect to the Collateral, covering casualty, hazard, theft, malicious mischief, flood and other risks, in amounts, with endorsements and with insurers (with a Best Rating of at least A7, unless otherwise approved by Agent) reasonably satisfactory to Agent (and Agent agrees that insurance in effect on the Closing Date is satisfactory).  All proceeds with respect to the Collateral under each policy shall be payable to Agent to be applied as set forth in clause (b) below.  From time to time upon request, Obligors shall deliver to Agent the originals or certified copies of its insurance policies.  Unless Agent shall agree otherwise, each policy shall include satisfactory endorsements (i) showing Agent as additional insured or loss payee, as applicable; (ii) requiring 30 days prior written notice to Agent in the event of cancellation of the policy for any reason whatsoever; and (iii) specifying that the interest of Agent shall not be impaired or invalidated by any act or neglect of any Obligor or the owner of the Property, nor by the occupation of the premises for purposes more hazardous than are permitted by the policy.  If any Obligor fails to provide and pay for any insurance, Agent may, at its option, but shall not be required to, procure the insurance and charge Obligors therefor.  Each Obligor agrees to deliver to Agent, promptly as rendered, copies of all reports made to insurance companies for claims in excess of $1,000,000.  While no Event of Default exists, Obligors may settle, adjust or compromise any insurance claim, as long as the proceeds are delivered to Agent as required hereunder.  If an Event of Default exists, only Agent shall be authorized to settle, adjust and compromise such claims.

b.              Any proceeds of insurance covering the Collateral and any awards arising from condemnation or expropriation of any Collateral in each case exceeding $1,000,000 shall be paid to Agent to be applied in accordance with the terms of Section 5.2.  Any such proceeds or awards that relate to Inventory shall be applied to payment of the Loans, and then to any other Obligations outstanding, and then any remaining balance deposited in a Cash Collateral Account (subject to Section 8.2.5).

c.              Borrower Agent shall promptly provide written notice to Agent in the event a loss, theft, damage or destruction occurs with respect to any Collateral if the amount not covered by insurance exceeds the Dollar Equivalent of $5,000,000.

8.5.3                        Protection of Collateral.  All expenses of protecting, storing, warehousing, insuring, handling, maintaining and shipping any Collateral, all Taxes payable with respect to any Collateral (including any sale thereof), and all other payments required to be made by Agent to any Person to realize upon any Collateral, shall be borne and paid by Borrowers.  Agent shall not be liable or responsible in any way for the safekeeping of any Collateral (except for reasonable care of Collateral in Agent’s actual possession), for any loss or damage thereto (except for reasonable care in its custody while Collateral is in Agent’s actual possession), for

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any diminution in the value thereof, or for any act or default of any warehouseman, carrier, forwarding agency or other Person whatsoever, but the same shall be at Obligors’ sole risk.

8.5.4                        Defense of Title to Collateral.  Each Obligor shall at all times defend its title to Collateral and Agent’s Liens therein against all Persons, claims and demands whatsoever, except Permitted Liens.

8.5.5                        Proceeds of Collateral.  Each Obligor shall at all times maintain in Cash Collateral Accounts all proceeds of Collateral and not commingle such proceeds with proceeds of accounts collected under the Receivables Purchase Facility or any other factoring or securitization arrangement except during any “ramp-up” period with respect to the Receivables Purchase Facility or any other factoring or securitization arrangement if and only if Agent, the relevant Borrowers and the agent under such facility or arrangement have entered into an agreement in respect of any commingled proceeds substantially in the form of Exhibit E.

8.6           Power of Attorney.  Each Obligor hereby irrevocably constitutes and appoints Agent (and all Persons designated by Agent) as such Obligor’s true and lawful attorney (and agent-in-fact) for the purposes provided in this Section.  Agent, or Agent’s designee, may, without notice and in either its or an Obligor’s name, but at the cost and expense of Borrowers:

a.              Endorse an Obligor’s name on any Payment Item or other proceeds of Collateral (including proceeds of insurance) that come into Agent’s possession or control; and

b.              During an Event of Default, (i) notify any Account Debtors of the assignment of their Accounts, demand and enforce payment of Accounts by legal proceedings or otherwise, and generally exercise any rights and remedies with respect to Accounts; (ii) settle, adjust, modify, compromise, discharge or release any Accounts or other Collateral, or any legal proceedings brought to collect Accounts or Collateral; (iii) sell or assign any Accounts and other Collateral upon such terms, for such amounts and at such times as Agent deems advisable; (iv) collect, liquidate and receive balances in Deposit Accounts or investment accounts, and take control, in any manner, of proceeds of Collateral; (v) prepare, file and sign an Obligor’s name to a proof of claim or other document in a bankruptcy of an Account Debtor, or to any notice, assignment or satisfaction of Lien or similar document; (vi) receive, open and dispose of mail addressed to an Obligor, and notify postal authorities to deliver any such mail to an address designated by Agent; (vii) endorse any Chattel Paper, Document, Instrument, ▇▇▇▇ of lading, or other document or agreement relating to any Accounts, Inventory or other Collateral; (viii) use an Obligor’s stationery and sign its name to verifications of Accounts and notices to Account Debtors; (ix) use information contained in any data processing, electronic or information systems relating to Collateral; (x) make and adjust claims under insurance policies; (xi) take any action as may be necessary or appropriate to obtain payment under any letter of credit, banker’s acceptance or other instrument for which an Obligor is a beneficiary; and (xii) take all other actions as Agent deems appropriate to fulfill any Obligor’s obligations under the Loan Documents.

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SECTION 9.                            REPRESENTATIONS AND WARRANTIES

9.1           General Representations and Warranties.  To induce Agent and Lenders to enter into this Agreement and to make available the Commitments, Loans and Letters of Credit, each Obligor represents and warrants that:

9.1.1        Organization and Qualification.  Each Borrower and Subsidiary is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.  Each Borrower and Subsidiary is duly qualified, authorized to do business and in good standing as a foreign corporation, company or other entity, as applicable, in each jurisdiction where failure to be so qualified could reasonably be expected to have a Material Adverse Effect.

9.1.2        Power and Authority.  Each Obligor is duly authorized to execute, deliver and perform the Loan Documents to which it is a party.  The execution, delivery and performance of the Loan Documents to which it is a party have been duly authorized by all necessary action on the part of each Obligor, and do not (a) require any consent or approval of any holders of Equity Interests of any Obligor, other than those already obtained; (b) contravene the Organic Documents of any Obligor; (c) violate or cause a default under any Applicable Law or Material Contract; or (d) result in or require the imposition of any Lien (other than Permitted Liens) on any Property of any Obligor.

9.1.3        Enforceability.  Each Loan Document is a legal, valid and binding obligation of each Obligor party thereto, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and by equitable principles (regardless of whether enforcement is sought in equity or at law).

9.1.4        Capital Structure.  Schedule 9.1.4 to the Disclosure Letter shows as of the Closing Date, for each Borrower and Subsidiary, its name, its jurisdiction of organization, its issued Equity Interests, the holders of its Equity Interests (excluding Sanmina), and all agreements binding on such holders with respect to their Equity Interests.  Each Borrower has good title to its Equity Interests in its direct Subsidiaries, subject only to Agent’s Lien, and all such Equity Interests are duly issued, fully paid and non-assessable (to the extent applicable).  There are no outstanding purchase options, warrants, subscription rights, agreements to issue or sell, convertible interests, phantom rights or powers of attorney (other than those granted under any Loan Document or pursuant to any agreement, document or instrument related to Debt permitted under Section 10.2.1) relating to Equity Interests of any Borrower (other than Sanmina) or Subsidiary.

9.1.5        Title to Properties; Priority of Liens.  Each Borrower and Subsidiary has good and marketable title to (or valid leasehold interests in) all of its Real Estate, and good title to all of its personal Property, including all Property reflected in any financial statements delivered to Agent or Lenders, in each case free of Liens except Permitted Liens.  Each Borrower and Subsidiary has paid and discharged all lawful claims that, if unpaid, could become a Lien on its Properties, other than Permitted Liens.  All Liens of Agent in the Collateral are duly perfected (except to the extent that perfection with respect to such Collateral is not required under any

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Loan Document), first priority Liens, subject only to Permitted Liens that are expressly allowed to have priority over Agent’s Liens.

9.1.6                        Accounts.  Agent may rely, in determining which Accounts are Eligible Accounts, on all statements and representations made by Obligors with respect thereto.  Obligors warrant, with respect to each Account at the time it is shown as an Eligible Account in a Borrowing Base Certificate, that:

a.              it is genuine and in all respects what it purports to be, and is not evidenced by a judgment;

b.              it arises out of a completed, bona fide sale and delivery of goods in the Ordinary Course of Business consistent with past practices, and substantially in accordance with any purchase order, contract or other document relating thereto;

c.              it is for a sum certain, maturing as stated in the invoice covering such sale, a copy of which has been furnished or is available to Agent on request;

d.              it is not subject to any offset, Lien (other than Agent’s Lien or Permitted Liens referred to in Section 10.2.2(a), (c), (d), (g) and Section 10.2.1(s)), deduction, defense, dispute, counterclaim or other adverse condition except as arising in the Ordinary Course of Business and disclosed to Agent or as contemplated by clause (f) below; and it is absolutely owing by the Account Debtor, without contingency in any respect;

e.              no purchase order, agreement, document or Applicable Law restricts grants of security interests in such Account to Agent (unless under Applicable Law the restriction is ineffective), and the applicable Borrower is the sole payee or remittance party shown on the invoice;

f.               no extension, compromise, settlement, modification, credit, deduction or return has been authorized with respect to the Account, except discounts or allowances granted in the Ordinary Course of Business consistent with past practices for prompt payment that are reflected on the face of the invoice related thereto and in the reports submitted to Agent hereunder; and

g.              to the best of Obligors’ knowledge, (i) there are no facts or circumstances that are reasonably likely to impair the enforceability or collectibility of such Account; (ii) the Account Debtor had the capacity to contract when the Account arose, continues to meet the applicable Obligor’s customary credit standards, is Solvent, is not contemplating or subject to an Insolvency Proceeding, and has not failed, or suspended or ceased doing business; and (iii) there are no proceedings or actions threatened in writing or pending against any Account Debtor that could reasonably be expected to have a material adverse effect on the Account Debtor’s financial condition.

9.1.7                        Financial Statements.  The consolidated balance sheets, and related statements of income, cash flow and shareholder’s equity, of Sanmina and its Subsidiaries that have been and are hereafter delivered to Agent and Lenders, are prepared in accordance with GAAP (subject to changes from audit and year end adjustments and the absence of footnotes in

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the case of unaudited financial statements and the absence of amortization charges in the case of monthly financial statements delivered pursuant to Section 6.1), and fairly present in all material respects the financial positions and results of operations of Sanmina and its Subsidiaries at the dates and for the periods indicated.  All projections delivered from time to time by Borrowers to Agent and Lenders have been prepared in good faith, based on reasonable assumptions in light of the circumstances at such time (it being understood that projections are not to be viewed as facts and that actual results during the period or periods covered by the projections may differ from the projections and that such differences may be material).  Since September 29, 2007, there has been no change in the condition, financial or otherwise, of Sanmina and its Subsidiaries, taken as a whole, that could reasonably be expected to have a Material Adverse Effect.  Each Obligor is Solvent.

9.1.8        Surety Obligations.  No Borrower or Subsidiary is obligated as surety or indemnitor under any bond or other contract that assures payment or performance of any obligation of any Person, except as permitted hereunder.

9.1.9        Taxes.  Each Borrower and Subsidiary has filed all material federal, state, provincial, territorial, municipal, local and foreign tax returns and other reports that it is required by law to file, and has paid and remitted, or made provision for the payment and remittance of, all its material Taxes that are due and payable, except to the extent being Properly Contested; provided that for the purposes of this Section 9.1.9, any such Taxes, tax returns or other reports required to be filed, paid or remitted under Applicable Law in Canada shall be deemed material.  The provision for Taxes on the books of each Borrower and Subsidiary has been established in accordance with GAAP for all years not closed by applicable statutes, and for its current Fiscal Year.

9.1.10      Brokers.  There are no brokerage commissions, finder’s fees or investment banking fees payable in connection with any transactions contemplated by the Loan Documents.

9.1.11      Intellectual Property.  Each Borrower and Subsidiary owns or has the lawful right to use all material Intellectual Property necessary for the conduct of its business, without conflict in any material respect with any Intellectual Property rights of others.  There is no pending or, to any Borrower’s knowledge, threatened (in writing) Intellectual Property Claim with respect to any Borrower, any Subsidiary or any of their Property (including any Intellectual Property) which could reasonably be expected to have a Material Adverse Effect.  Except as disclosed on Schedule 9.1.11 to the Disclosure Letter, no Borrower or Subsidiary pays or owes any Royalty or other compensation to any Person in excess of $1,500,000 annually with respect to any License of Intellectual Property.

9.1.12      Governmental Approvals.  Each Borrower and Subsidiary has, is in compliance with, and is in good standing with respect to, all material Governmental Approvals necessary to conduct its business and to own, lease and operate its Properties.  All necessary import, export or other licenses, permits or certificates for the import or handling of any goods or other Collateral have been procured and are in effect, and Borrowers and Subsidiaries have complied with all foreign and domestic laws with respect to the shipment and importation of any goods or Collateral, except where noncompliance could not reasonably be expected to have a Material Adverse Effect.

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9.1.13      Compliance with Laws.  Each Borrower and Subsidiary has duly complied, and its Properties and business operations are in compliance, in all respects with all Applicable Law, except where noncompliance could not reasonably be expected to have a Material Adverse Effect.  There have been no citations, notices or orders of material noncompliance issued to any Borrower or Subsidiary under any Applicable Law.  No Inventory has been produced in violation of the FLSA.

9.1.14      Compliance with Environmental Laws.  Except as disclosed on Schedule 9.1.14 to the Disclosure Letter, to the best of their knowledge no Borrower’s or Subsidiary’s past or present operations, Real Estate or other Properties are subject to any federal, state, provincial, territorial, local or foreign investigation to determine whether any material remedial action is needed to address any environmental pollution, hazardous material or environmental clean-up.  No Borrower or Subsidiary has received any Environmental Notice in respect of any material properties of such Person.  No Borrower or Subsidiary has any material contingent liability with respect to any Environmental Release, environmental pollution or hazardous material on any Real Estate now or previously owned, leased or operated by it.

9.1.15      Burdensome Contracts.  No Borrower or Subsidiary is a party or subject to any contract, agreement or charter restriction that could reasonably be expected to have a Material Adverse Effect.  No Borrower or Subsidiary is party or subject to any Restrictive Agreement, except as shown on Schedule 9.1.15 to the Disclosure Letter or as permitted by Section 10.2.13.  No such Restrictive Agreement prohibits the execution, delivery or performance of any Loan Document by an Obligor.

9.1.16      Litigation.  Except as shown on Schedule 9.1.16 to the Disclosure Letter, there are no proceedings or investigations pending or, to any Borrower’s knowledge, threatened in writing against any Borrower or Subsidiary, or any of their businesses, operations or Properties, that (a) relate to any Loan Documents or transactions contemplated thereby; or (b) could reasonably be expected to have a Material Adverse Effect.  No Borrower or Subsidiary is in default with respect to any order, injunction or judgment of any Governmental Authority binding on it.

9.1.17      No Defaults.  No event or circumstance has occurred or exists that constitutes a Default or Event of Default.  No Borrower or Subsidiary is in material default, and no event or circumstance has occurred or exists that with the passage of time or giving of notice would constitute a material default, under any Material Contract.  To the best of their knowledge, there is no basis upon which any party (other than a Borrower or Subsidiary) could terminate a Material Contract prior to its scheduled termination date.

9.1.18      ERISA.  Except as disclosed on Schedule 9.1.18 to the Disclosure Letter:

a.             Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code, and other federal and state laws.  Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the knowledge of Borrowers, nothing has occurred which would prevent, or cause the loss of, such qualification.  Each Obligor and ERISA Affiliate has made all required

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contributions to each Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.

b.             There are no pending or, to the knowledge of Borrowers, threatened (in writing) claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect.  There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted in or could reasonably be expected to have a Material Adverse Effect.

c.             (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) no Obligor or ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) no Obligor or ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) no Obligor or ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA.

d.             With respect to any Foreign Plan, (i) all employer and employee contributions required by law or by the terms of the Foreign Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance, or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to account for such obligations in accordance with applicable generally accepted accounting principles; and (iii) it has been registered as required and has been maintained in good standing with applicable regulatory authorities.

e.             (i) The Canadian Subsidiaries have no Canadian Plan other than those listed on Schedule 9.1.18 to the Disclosure Letter, and all monthly and other payments in respect of such Canadian Plans which are pension plans (on account of contributions, special contributions or unfunded liability or solvency deficiencies) or otherwise are accurately set forth in Schedule 9.1.18 to the Disclosure Letter.  No Canadian Plan has been terminated or partially terminated or is insolvent or in reorganization, nor have any proceedings been instituted to terminate, in whole or in part, or reorganize any Canadian Plan.

(ii)           No Canadian Subsidiary has ceased to participate (in whole or in part) as a participating employer in any Canadian Plan which is a pension plan or has withdrawn from any Canadian Plan which is a pension plan in a complete or partial withdrawal, nor has a condition occurred which if continued would result in a complete or partial withdrawal.

(iii)          No Canadian Subsidiary has any unfunded liability on windup or withdrawal liability, including contingent withdrawal or windup liability, to any Canadian Plan or any solvency deficiency in respect of any Canadian Plan.

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(iv)          No Canadian Subsidiary has any unfunded liability on windup or any liability in respect of any Canadian Plan (including to the FSCO) other than for required insurance premiums or contributions or remittances which have been paid, contributed and remitted when due.

(v)           The Canadian Subsidiaries have made all contributions to their Canadian Plans required by law or the terms thereof to be made by them when due, and they are not in arrears in the payment of any contribution, payment, remittance or assessment or in default in filing any reports, returns, statements, and similar documents in respect of the Canadian Plans required to be made or paid by them pursuant to any Canadian Plan, any law, act, regulation, directive or order or any employment, union, pension, deferred profit sharing, benefit, bonus or other similar agreement or arrangement.

(vi)          No Canadian Subsidiary is liable or, to the best of the Borrowers’ knowledge, alleged to be liable, to any employee or former employee, director or former director, officer or former officer or other Person resulting from any violation or alleged violation of any Canadian Plan, any fiduciary duty, any law or agreement in relation to any Canadian Plan or has any unfunded pension or like obligations or solvency deficiency (including any past service or experience deficiency funding liabilities), other than accrued obligations not yet due, for which it has made full provision in its books and records.

(vii)         All vacation pay, bonuses, salaries and wages, to the extent accruing due, are properly reflected in the Canadian Subsidiaries’ books and records.

(viii)        Without limiting the foregoing, all of the Canadian Subsidiaries’ Canadian Plans are duly registered where required by, and are in compliance and good standing in all material respects under, all applicable laws, acts, statutes, regulations, orders, directives and agreements, including, without limitation, the Income Tax Act (Canada), the Supplemental Pension Plans Act (Québec) and the Pension Benefits Act (Ontario), any successor legislation thereto, and other Applicable Laws of any jurisdiction.

(ix)           No Canadian Subsidiary has made any application for a funding waiver or extension of any amortization period in respect of any Canadian Plan.

(x)            There has been no prohibited transaction or violation of any fiduciary responsibilities with respect to any Canadian Plan.

(xi)           There are no outstanding or pending or threatened (in writing) investigations, claims, suits or proceedings in respect of any Canadian Plans (including to assert rights or claims to benefits) that could give rise to a Material Adverse Effect.

9.1.19      Trade Relations.  There exists no actual or threatened (in writing) termination, limitation or modification of any business relationship between any Borrower or Subsidiary and any customer or supplier, or any group of customers or suppliers, who individually or in the aggregate are material to the business of such Borrower or Subsidiary.  There exists no condition or circumstance that could reasonably be expected to impair the ability of any Borrower or Subsidiary to conduct its business at any time hereafter in substantially the same manner as conducted on the Closing Date.

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9.1.20      Labor Relations.  Except as described on Schedule 9.1.20 to the Disclosure Letter, as of the Closing Date no Borrower or Subsidiary is party to or bound by any collective bargaining agreement, management agreement or consulting agreement.  Except as described on Schedule 9.1.20 to the Disclosure Letter, there are no material grievances, disputes or controversies with any union or other organization of any Borrower’s or Subsidiary’s employees, or, to any Borrower’s knowledge, any asserted or threatened (in writing) strikes, work stoppages or demands for collective bargaining.

9.1.21      Payable Practices.  No Borrower or Subsidiary has made any material change in its historical accounts payable practices from those in effect on the Closing Date.

9.1.22      Not a Regulated Entity.  No Obligor is (a) an “investment company” or a “person directly or indirectly controlled by or acting on behalf of an investment company” within the meaning of the Investment Company Act of 1940; or (b) subject to regulation under the Federal Power Act, the Interstate Commerce Act, any public utilities code or any other Applicable Law regarding its authority to incur Borrowed Money.

9.1.23      Margin Stock.  No Borrower or Subsidiary is engaged, principally or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock.  No Loan proceeds or Letters of Credit will be used by Borrowers to purchase or carry, or to reduce or refinance any Debt incurred to purchase or carry, any Margin Stock or for any related purpose governed by Regulations T, U or X of the Board of Governors.

9.1.24      Insurance.  The insurance coverage of the Obligors as in effect on the Closing Date complies with the requirements of Section 8.5.2 and is outlined as to carrier, policy number, expiration date, type, amount and deductibles on Schedule 9.1.24 to the Disclosure Letter.

9.1.25      Senior Indebtedness.  The Obligations (to the extent they fall within the definition of “Senior Debt” in the applicable Senior Subordinated Indenture) are hereby designated as “Designated Senior Debt” for purposes of and as defined in each Senior Subordinated Indenture.  Sanmina has taken all actions necessary for the Obligations (to the extent they fall within the definition of “Senior Debt” in the applicable Senior Subordinated Indenture) to constitute “Senior Debt” and “Designated Senior Debt” for the purposes of and as defined in each Senior Subordinated Indenture.

9.2           Complete Disclosure.  No Loan Document, when taken as a whole with the other Loan Documents and together with Sanmina’s filings with the Securities and Exchange Commission,  contains any untrue statement of a material fact, nor fails to disclose any material fact necessary to make the statements contained therein not materially misleading.  There is no fact or circumstance that any Obligor has failed to disclose to Agent in writing or that is not disclosed in Sanmina’s filings with the Securities and Exchange Commission that could reasonably be expected to have a Material Adverse Effect.

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SECTION 10.                     COVENANTS AND CONTINUING AGREEMENTS

10.1         Affirmative Covenants.  As long as any Commitments are outstanding and until Full Payment of the Obligations, each Borrower shall, and shall cause each Subsidiary to:

10.1.1      Inspections; Appraisals.

a.             Permit Agent from time to time, subject (except when a Default or Event of Default exists) to reasonable notice and normal business hours, to visit and inspect the Properties of any Borrower or Subsidiary for the purpose of conducting an annual (or more frequently at Agent’s discretion) field audit (which field audit shall include the right to inspect, audit and make extracts from any Borrower’s or Subsidiary’s books and records, and discuss with its officers, employees, agents, advisors and independent accountants such Borrower’s or Subsidiary’s business, financial condition, assets, prospects and results of operations).  Lenders may participate in any such visit or inspection, at their own expense.  Neither Agent nor any Lender shall have any duty to any Borrower to make any inspection, nor to share any results of any inspection, appraisal or report with any Borrower.  Borrowers acknowledge that all inspections, appraisals and reports are prepared by Agent and Lenders for their purposes, and Borrowers shall not be entitled to rely upon them.  Notwithstanding anything to the contrary herein, no Borrower or Subsidiary will be required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to Agent (or its designated representative) is then prohibited by Applicable Law or any agreement binding on such Borrower or any Subsidiary which agreement was not entered into in contemplation of this Agreement and does not apply to the Collateral or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product.

b.             Reimburse Agent for all reasonable charges, costs and expenses of Agent in connection with (i) examinations of any Obligor’s books and records or any other financial or Collateral matters as Agent deems appropriate, up to three times per Loan Year; and (ii) appraisals of Inventory up to three times per Loan Year; provided, however, that if an examination or appraisal is initiated during the existence of a Default or Event of Default, all reasonable charges, costs and expenses therefor shall be reimbursed by Borrowers without regard to such limits.  Subject to and without limiting the foregoing, Borrowers specifically agree to pay Agent’s then standard charges for each day that an employee of Agent or its Affiliates is engaged in any examination activities, and shall pay the standard charges of Agent’s internal appraisal group.  This Section shall not be construed to limit Agent’s right to conduct examinations or to obtain appraisals at any time in its discretion, nor to use third parties for such purposes.

10.1.2      Financial and Other Information.  Keep adequate records and books of account with respect to its business activities, in which proper entries are made that are sufficient to prepare financial statements in accordance with GAAP; and furnish to Agent and Lenders:

a.             as soon as available, and in any event within 90 days after the end of each Fiscal Year, balance sheets as of the end of such Fiscal Year and the related statements of income, cash flow and stockholders’ equity for such Fiscal Year, on consolidated basis for Sanmina and its Subsidiaries, which consolidated statements shall be audited and certified

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(without qualification as to going concern or scope of audit and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Sanmina and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP and that the audit by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards in the United States) by a firm of independent certified public accountants of recognized standing selected by Sanmina and reasonably acceptable to Agent (it being understood that KPMG LLP is acceptable to Agent), and shall set forth in comparative form corresponding figures for the preceding Fiscal Year;

b.             (i) as soon as available, and in any event within 45 days after the end of each of the first three Fiscal Quarters in any Fiscal Year, unaudited balance sheets as of the end of such Fiscal Quarter and the related statements of income, cash flow and stockholder’s equity for such Fiscal Quarter and for the portion of the Fiscal Year then elapsed, on consolidated basis for Sanmina and its Subsidiaries, setting forth in comparative form corresponding figures for the preceding Fiscal Year and certified by the chief financial officer of Borrower Agent as prepared in accordance with GAAP and fairly presenting in all material respects the financial position and results of operations for Sanmina and its Subsidiaries for such Fiscal Quarter and period, subject to normal year-end adjustments and the absence of footnotes and (ii) as soon as available, and in any event within 45 days after the end of each Fiscal Quarter in any Fiscal Year, a written summary (by account debtor) of the accounts sold in such Fiscal Quarter in connection with the Receivables Purchase Facility;

c.             concurrently with delivery of financial statements under clauses (a) and (b) above, or more frequently if requested by Agent while a Default or Event of Default exists, a Compliance Certificate executed by the chief financial officer or treasurer of Borrower Agent;

d.             concurrently with delivery of financial statements under clause (a) above, copies of all management letters and other material reports submitted to Borrowers by their accountants in connection with such financial statements;

e.             not later than 30 days after the end of each Fiscal Year, projections of Sanmina’s consolidated balance sheets, results of operations, cash flow and Availability for the next Fiscal Year, quarter by quarter;

f.              at Agent’s request, a listing of each Obligor’s trade payables, specifying the trade creditor and balance due, in form and substance reasonably satisfactory to Agent;

g.             promptly after the sending or filing thereof, copies of any proxy statements, financial statements or reports that any Obligor has made generally available to its shareholders; and copies of any regular, periodic and special reports or registration statements or prospectuses that any Obligor files with the Securities and Exchange Commission (it being understood that any Current Report on 8-K report filed with the Securities and Exchange Commission shall be furnished to Agent only) or any other Governmental Authority, or any securities exchange (excluding listing applications and other routine reports filed with any securities exchange);

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h.             such other reports and information (financial or otherwise) as Agent may request from time to time in connection with any Collateral or any Borrower’s, Subsidiary’s or other Obligor’s financial condition or business.

Documents required to be delivered pursuant to Section 10.1.2(a), Section 10.1.2 (b) or Section 10.1.2(g) (to the extent such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically, shall be deemed to have been delivered on the date on which such documents are posted on Borrower Agent’s behalf on an Internet or intranet website, if any, to which each Lender and Agent have access (whether a commercial, third-party website or whether sponsored by Agent); provided that Borrower Agent shall notify Agent (by telecopier or electronic mail) of the posting of any such documents and shall deliver paper copies of such documents to (i) Agent and (ii) any Lender that requests such paper copies.

10.1.3      Notices.  Notify Agent (for distribution to the Lenders) in writing, promptly after a Borrower’s obtaining knowledge thereof, of any of the following that affects an Obligor:  (a) the non-frivolous threat in writing or commencement of any proceeding or investigation, whether or not covered by insurance, that if adversely determined could reasonably be expected to have a Material Adverse Effect; (b) any pending or threatened labor dispute, strike or walkout, or the expiration of any material labor contract, in each case involving employees of an Obligor or any of its Subsidiaries; (c) any default under or termination (other than at the end of its term in accordance with such Material Contract) of a Material Contract; (d) the existence of any Default or Event of Default; (e) any judgment in an amount exceeding $10,000,000; (f) the assertion of any Intellectual Property Claim, if an adverse resolution could reasonably be expected to have a Material Adverse Effect; (g) any violation or asserted violation of any Applicable Law (including ERISA, OSHA, FLSA, or any Environmental Laws), if an adverse resolution could reasonably be expected to have a Material Adverse Effect; (h) the occurrence of any ERISA Event in an amount exceeding $10,000,000 or similar occurrence in respect of a Canadian Plan; or (i) the discharge of or any withdrawal or resignation by Borrowers’ independent accountants.

10.1.4      Landlord and Storage Agreements.  Upon request, provide Agent with copies of all agreements from time to time in effect between an Obligor and any landlord, warehouseman, processor, shipper, bailee or other Person that owns any premises at which any Collateral may be kept or that otherwise may possess or handle any Collateral.

10.1.5      Compliance with Laws.  Comply with all Applicable Laws, including ERISA, Environmental Laws, FLSA, OSHA, Anti-Terrorism Laws, and laws regarding collection, payment and remittance of Taxes, and maintain all Governmental Approvals necessary to the ownership of its Properties or conduct of its business, unless failure to comply (other than failure to comply with applicable Anti-Terrorism Laws) or maintain could not reasonably be expected to have a Material Adverse Effect.

10.1.6      Taxes.  Pay, remit and discharge all material Taxes prior to the date on which they become delinquent or penalties attach, unless such Taxes are being Properly Contested; provided that Taxes that are determined to have been due as a result of a subsequent audit notwithstanding a good faith determination by the Obligors that such Taxes were not

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payable at the time such Taxes are determined to have been due shall not be deemed to be delinquent for purposes of this Section 10.1.6 so long as such Taxes are paid and discharged promptly following the auditor’s determination that the Taxes were due, unless such determination is being Properly Contested and, provided, further, that for the purposes of this Section 10.1.6, all Taxes required to be paid, remitted or discharged under Applicable Law in Canada shall be deemed material.

10.1.7      Insurance.  In addition to the insurance required hereunder with respect to Collateral, maintain insurance with insurers (with a Best Rating of at least A7, unless otherwise approved by Agent, which approval shall not be unreasonably withheld, delayed or conditioned) reasonably satisfactory to Agent, (a) with respect to the Properties and business of Borrowers and Subsidiaries of such type (including product liability, workers’ compensation, larceny, embezzlement, or other criminal misappropriation insurance), in such amounts, and with such coverages and deductibles as are customary for companies similarly situated; and (b) business interruption insurance in such amounts, and with such coverages and deductibles as are customary for companies similarly situated.

10.1.8      Licenses.  Keep each material License affecting any Collateral (including the manufacture, distribution or disposition of Inventory) or any other material Property of Borrowers and Subsidiaries in full force and effect; promptly notify Agent of any material modification to any such License, or entry into any new material License; pay all Royalties when due except for Royalties being properly contested; and notify Agent of any default or breach asserted by any Person to have occurred under any material License.

10.1.9      Future Subsidiaries.

a.             Promptly notify Agent upon any Person becoming a Subsidiary and, if such Person is a Domestic Subsidiary (other than an Insignificant Subsidiary or a Person otherwise excluded from the definition of Guarantor), cause it to guaranty the Obligations in a manner satisfactory to Agent by executing and delivering the Joinder Agreement attached hereto as Exhibit D and such other documents, instruments and agreements reasonably requested by Agent and to take such other actions as Agent shall require to evidence and perfect a Lien in favor of Agent (for the benefit of Secured Parties) on all Collateral of such Person, including delivery of such legal opinions, in form and substance reasonably satisfactory to Agent, as it shall deem appropriate.  At the Borrower Agent’s request, any Subsidiary referred to herein can be designated a Borrower rather than a Guarantor as provided in the Joinder Agreement.  No Property of any Subsidiary referred to herein shall be permitted to be included in the Borrowing Base until Agent has received and approved, in its Credit Judgment, (A) a collateral examination or audit with respect to such Property, including an appraisal by an independent appraisal firm reasonably acceptable to Agent, (B) all UCC, PPSA or other search results necessary to confirm Agent’s first priority Lien (subject to Liens permitted with respect to Eligible Accounts and Eligible Inventory by the respective definition thereof) on all of such Property, and (C) such customary certificates (including a solvency certificate), resolutions, financial statements, legal opinions, and other documentation as Agent may reasonably request (including as required by Sections 10.1.1 and 10.1.11).

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b.             If, at any time and from time to time after the Closing Date, any Subsidiary that is not an Obligor because it is an Insignificant Subsidiary (i) ceases to be an Insignificant Subsidiary as of the end of the most recently ended Fiscal Quarter or (ii) is requested in writing by the Borrower Agent to be an Obligor under the Loan Documents, such Subsidiary shall become an Obligor pursuant to the terms hereof, and the Borrower Agent and the other Obligors shall, not later than forty-five (45) days after the end of such Fiscal Quarter, cause such Subsidiary to become an Obligor and to execute all applicable documents in respect thereof as required by clause (a) above.

10.1.10    Existence.  Except as otherwise permitted hereunder, each Obligor will, and will cause each of its Subsidiaries to, at all times preserve and keep in full force and effect its existence and all rights and franchises, licenses and permits material to its business; provided, no Obligor or any of its Subsidiaries shall be required to preserve any such existence, right or franchise, licenses and permits if the preservation thereof is no longer desirable in the conduct of the business of such Person and that the loss thereof is not disadvantageous in any material respect to such Person or to Lenders.

10.1.11    Further Assurances.  At any time or from time to time upon the request of Agent, each Obligor will, at its expense, promptly execute, acknowledge and deliver such further documents and do such other acts and things as Agent may reasonably request in order to effect fully the purposes of the Loan Documents.  In furtherance and not in limitation of the foregoing, each Obligor shall take such actions as Agent may reasonably request from time to time to ensure that the Obligations are guarantied by the Guarantors and are secured by the Collateral of the Borrowers and the Guarantors.  Notwithstanding anything to the contrary contained herein, if an Event of Default has occurred and is continuing, Agent shall have the right to require any Obligor to execute and deliver documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to Agent and as Agent shall deem necessary to grant to Agent, for the benefit of the Secured Parties, a valid and perfected first priority lien on any Collateral not otherwise required hereunder, except to the extent such requirements are prohibited by other agreements binding on such Obligor or illegal under Applicable Law, and no reasonable alternative structure can be devised having substantially the same effect as such actions that would not be prohibited or illegal under Applicable Law.

10.1.12    Payment of Obligations.  Pay and discharge as the same shall become due and payable, all its material obligations and liabilities, including all lawful material claims which, if unpaid, would by law become a Lien upon its Property unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves to the extent required in accordance with GAAP are being maintained by such Borrower or such Subsidiary.

10.1.13    Maintenance of Properties.  Borrower Agent shall and shall cause each of its Subsidiaries to:  (a) maintain, preserve and protect all of their respective material Properties and Equipment necessary to the operation of their respective businesses in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof; in each of the foregoing clauses (a) and (b), except where the failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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10.1.14    Canadian Plans.  The Borrowers shall cause each of its and their Subsidiaries’ Canadian Plans to be duly qualified and administered in all respects in compliance with, as applicable, the Supplemental Pension Plans Act (Québec) and the Pension Benefits Act (Ontario) and all other Applicable Laws (including regulations, orders and directives), and the terms of the Canadian Plans and any agreements relating thereto.  The Borrowers shall ensure that it and its Canadian Subsidiaries:

a.                                       have no unfunded, solvency, or deficiency on windup liability and no accumulated funding deficiency (whether or not waived), or any amount of unfunded benefit liabilities in respect of any Canadian Plan, including any Canadian Plan to be established and administered by it or them;

b.                                      all amounts required to be paid by it or them are paid when due;

c.                                       no liability upon it or them or Lien on any of its or their Property arises or exists in respect of any Canadian Plan;

d.                                      make all required contributions to any Canadian Plan when due;

e.                                       not engage in a prohibited transaction or violation of the fiduciary responsibility rules with respect to any Canadian Plan that could reasonably be expected to result in liability; and

f.                                         has no Lien on any of its or their property that arises or exists in respect of any Canadian Plan.

10.2                          Negative Covenants.  As long as any Commitments are outstanding and until Payment in Full of the Obligations, each Borrower shall not, and shall cause each Subsidiary not to:

10.2.1                  Permitted Debt.  Create, incur, guarantee or suffer to exist any Borrowed Money, except:

a.                                       the Obligations;

b.                                      Subordinated Debt;

c.                                       Permitted Purchase Money Debt;

d.                                      Borrowed Money (other than the Obligations and Permitted Purchase Money Debt), but only to the extent outstanding on the Closing Date, listed on Schedule 10.2.1 to the Disclosure Letter (and other non-material Debt of Borrowers or any Subsidiary existing on the Closing Date in an aggregate principal amount not to exceed $5,000,000) and not satisfied with proceeds of the initial Loans;

e.                                       Hedging Agreements entered into by an Obligor or Subsidiary;

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f.              Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by a Borrower or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and does not exceed $50,000,000 in the aggregate principal amount at any time outstanding;

g.             Permitted Contingent Obligations;

h.             Refinancing Debt as long as each Refinancing Condition is satisfied;

i.              (i) Intercompany Debt of any Obligor payable to another Obligor or a Foreign Subsidiary, provided that, simultaneously with the incurrence of such Debt, Sanmina shall cause (A) all such Intercompany Debt to be unsecured, and in the case of Intercompany Debt owed to a Borrower from a Canadian Obligor, subject to a perfected first priority Lien pursuant to the terms hereof, and (B) all such Intercompany Debt of any Obligor to be subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the Interco Subordination Agreement; provided further, that such Intercompany Debt owed by a Canadian Obligor to any other Obligor shall be evidenced by a note in form and substance reasonably satisfactory to Agent and the payee thereunder shall promptly endorse and deliver the same to Agent; (ii) Intercompany Debt of any Foreign Subsidiary payable to any Obligor, provided, that (a) the aggregate outstanding principal amount of such Debt made or extended at a time when the Availability Conditions are not met shall not exceed the Dollar Equivalent of $50,000,000 (it being understood that there shall be no limit on the aggregate principal amount of any such Debt made or extended at a time when the Availability Conditions are met), and (b) simultaneously with the incurrence of such Debt Sanmina shall cause all such Intercompany Debt to be unsecured, and subject to a perfected first priority Lien pursuant to the terms hereof; provided further, that such Intercompany Debt (excluding any such Intercompany Debt that is outstanding on the Closing Date) shall be evidenced by a loan agreement or a note, and if evidenced by a note, the payee thereunder shall promptly endorse and deliver the same to Agent; (iii) Intercompany Debt of any Foreign Subsidiary payable to any other Foreign Subsidiary; and (iv) Intercompany Debt outstanding on the date hereof provided that all such Intercompany Debt of any Obligor shall be subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the Interco Subordination Agreement;

j.              guaranties in the Ordinary Course of Business of the obligations owed to or of suppliers, customers, franchisees and licensees of Sanmina and its Subsidiaries;

k.             (i) unsecured guaranties by an Obligor of Debt of an Obligor or guaranties by a Subsidiary of Debt of Sanmina or an Obligor with respect, in each case, to Debt otherwise permitted to be incurred pursuant to this Section 10.2.1, (ii) unsecured guaranties by an Obligor of Debt of Foreign Subsidiaries (A) which Debt of Foreign Subsidiaries exists on the Closing Date and is listed on Schedule 10.2.1 to the Disclosure Letter and (B) Debt in an aggregate principal amount not to exceed at any time outstanding the Dollar Equivalent of $50,000,000 in the case of Debt incurred after the Closing Date, and (iii) guaranties by any Foreign Subsidiary of Debt of any other Foreign Subsidiary permitted to be incurred pursuant to this Section 10.2.1;

l.              Debt with respect to Capital Leases entered into after the Closing Date in an aggregate principal amount not to exceed at any time outstanding the Dollar Equivalent of

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$75,000,000 plus any amount permitted by and not utilized pursuant to Section 10.2.1(c), but in no event shall the aggregate outstanding principal amount of Debt under this Section 10.2.1(l) and Section 10.2.1(c) exceed at any time the Dollar Equivalent of $150,000,000 provided that the sum of the amount of Debt of Foreign Subsidiaries under either such Section guaranteed by an Obligor and the amount of Debt under Section 10.2.1(i)(ii) shall not exceed the Dollar Equivalent of $150,000,000;

m.            non-recourse (other than certain limited, customary provisions for recourse) Debt secured by the Corporate Head Office Campus in a principal amount not to exceed the greater of (a) the Dollar Equivalent of $75,000,000 and (b) the fair market value of the Corporate Head Office Campus;

n.             Debt of Foreign Subsidiaries in an aggregate principal amount not to exceed at any time 20% of Consolidated Tangible Foreign Assets;

o.             reimbursement obligations in respect of letters of credit, bank guaranties and banker’s acceptances in an aggregate face amount not to exceed the Dollar Equivalent of $50,000,000 at any time;

p.             customary indemnification obligations pursuant to factoring or similar arrangements permitted under Section 10.2.5(e) or Section 10.2.5(f) hereof;

q.             Debt (including guaranties) incurred pursuant to Foreign Securitization Facilities, the Receivables Purchase Facility or any other factoring or similar arrangement permitted under Section 10.2.5(e) or Section 10.2.5(f);

r.              Debt incurred by Sanmina or any Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of Sanmina or any such Subsidiary pursuant to such agreements, in connection with Permitted Acquisitions or permitted dispositions of any business, assets or Subsidiary of Sanmina or any of its Subsidiaries; and

s.             Debt of Obligors or any Subsidiary to any person other than an Obligor or a Subsidiary that is not included in any of the preceding clauses of this Section, provided that such Debt is on terms otherwise satisfactory to Agent, has no scheduled amortization payments or mandatory prepayments or redemptions (other than as a result of an event of default thereunder or a change of control) prior to 91 days after the Revolver Termination Date and, if the Fixed Charge Coverage Ratio as of the end of the Fiscal Quarter immediately preceding the incurrence of such Debt and after giving pro forma effect thereto is less than or equal to 1.50 : 1.00, the outstanding principal amount incurred under this subclause (s) does not exceed the Dollar Equivalent of $250,000,000 in the aggregate at any time (it being understood that such $250,000,000 aggregate limit shall not apply to Debt incurred under this subclause (s) at a time when such Fixed Charge Coverage Ratio on a pro forma basis after giving effect thereto is greater than 1.50 : 1.00); provided further any such Debt secured by a Lien on the Collateral is subordinated to the Liens granted hereunder on terms satisfactory to Agent and is subject to an intercreditor agreement in form and substance satisfactory to Agent (including (i) provisions

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providing that any Lien on the Collateral in respect of such Debt be on a “silent second” basis as is customary in asset-based lending transactions and (ii) customary intercreditor standstill and payment blockage provisions); and provided, further, that such Debt may have a maturity date prior to the Revolver Termination Date so long as at least 90 days prior to such maturity date, such Debt is repaid, redeemed, defeased or refinanced or on such 90th day, reserved for under the Borrowing Base.

10.2.2     Permitted Liens.  Create or suffer to exist any Lien upon any of its Property, except the following (collectively, “Permitted Liens”):

a.             Liens in favor of Agent;

b.             Purchase Money Liens securing Permitted Purchase Money Debt and Liens securing Debt permitted under Section 10.2.1(l);

c.             Liens for Taxes not yet due or being Properly Contested;

d.             statutory, common law or contractual Liens of landlords, creditor depository institutions or institutions holding securities accounts (including rights of set-off or similar rights and remedies), carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than Liens for Taxes or imposed under ERISA or under Applicable Law governing Canadian Plans) arising in the Ordinary Course of Business, but only if (i) payment of the obligations secured thereby is not yet due or is being Properly Contested, and (ii) such Liens do not materially impair the value or use of the Property or materially impair operation of the business of any Borrower or Subsidiary;

e.             Liens incurred or deposits made in the Ordinary Course of Business (consistent with past practices) to secure the performance of tenders, bids, leases, contracts (except those relating to Borrowed Money), statutory obligations and other similar obligations, or arising as a result of progress payments under government contracts or arising in connection with grants from any Governmental Authority;

f.              Liens arising in the Ordinary Course of Business that are subject to Lien Waivers;

g.             Liens arising by virtue of a judgment or judicial order against any Borrower or Subsidiary, or any Property of a Borrower not constituting an Event of Default under Section 11.1(g), provided that such Liens are (i) in existence for less than 20 days or being Properly Contested, and (ii) at all times junior to Agent’s Liens;

h.             easements, rights-of-way, servitudes, restrictions, covenants or other agreements of record, and other similar charges or encumbrances on Real Estate, that do not secure any monetary obligation and do not interfere in any material respect with the Ordinary Course of Business consistent with past practices;

i.              Liens of a collecting bank on Payment Items in the course of collection;

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j.              any interest or title of a lessor or sublessor under any lease of real estate not prohibited hereby;

k.             Liens solely on any ▇▇▇▇ ▇▇▇▇▇▇▇ money deposits made by Sanmina or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;

l.              purported Liens evidenced by the filing of precautionary UCC or PPSA financing statements relating solely to operating leases of personal property entered into in the Ordinary Course of Business consistent with past practices;

m.            Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

n.             any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property;

o.             licenses or sublicenses of patents, trademarks, copyrights and other Intellectual Property rights granted by Sanmina or any of its Subsidiaries in the Ordinary Course of Business consistent with past practices and not interfering in any material respect with the ordinary conduct of the business of Sanmina or such Subsidiary;

p.             Liens described in Schedule 10.2.2 to the Disclosure Letter (or other non-material Liens of Sanmina and its Subsidiaries existing on the Closing Date and not described in such Schedule securing obligations in an aggregate principal amount not to exceed at any time the Dollar Equivalent of $2,000,000) and any renewals or extensions thereof, provided that the property covered thereby is not increased and any renewal or extension of the obligations secured or benefited thereby constitutes Refinancing Debt that satisfies each Refinancing Condition;

q.             Liens securing Debt permitted pursuant to Section 10.2.1(m) and 10.2.1(s); provided, any such Lien securing Debt permitted pursuant to Section 10.2.1(m) shall encumber only the Corporate Head Office Campus and such other property relating thereto as is normally described in a mortgage or deed of trust;

r.              Liens encumbering assets of Foreign Subsidiaries securing Debt permitted pursuant to Section 10.2.1(n) or other obligations not prohibited hereby in an aggregate amount not to exceed at any time 20% of Consolidated Tangible Foreign Assets;

s.             Liens consisting of pledges of cash collateral to secure letters of credit, bank guarantees and banker’s acceptances in an aggregate amount permitted under Section 10.2.1(o);

t.              Liens on Property at the time Sanmina or any Subsidiary acquired such Property in a transaction permitted by Section 10.2.4, including any acquisition by means of a merger, amalgamation or consolidation with or into Sanmina or any Subsidiary; provided, however, that such Lien may not extend to any other Property of Sanmina or any Subsidiary; provided further that such Liens shall not have been created in anticipation of or in connection

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with the transaction or series of transactions pursuant to which such Property was acquired by Sanmina or any Subsidiary;

u.             Liens on the Property of a Person existing at the time such Person becomes a Subsidiary of Sanmina in a transaction permitted by Section 10.2.4; provided, however that any such Lien may not extend to any other Property of Sanmina or any other Subsidiary that is not a direct Subsidiary of such Person; provided further that any such Lien was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of Sanmina;

v.             Liens on specific items of inventory or other goods and the proceeds thereof securing such Person’s obligations in respect of bankers’ acceptances issued or credited for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods;

w.            Liens arising under consignment or similar arrangements for the sale of goods in the Ordinary Course of Business consistent with past practices;

x.             Liens on insurance proceeds securing the payment of financed insurance premiums;

y.             leases or subleases granted to others in the Ordinary Course of Business  consistent with past practices which do not interfere in any material respect with the business operations of Sanmina and its Subsidiaries taken as a whole;

z.             customary Liens granted in favor of a trustee to secure fees and other amounts owing to such trustee under an indenture or other agreement pursuant to which Debt permitted by Section 10.2.1 is issued;

aa.           other Liens on assets, other than the Collateral, securing Debt or other obligations in an aggregate amount not to exceed the Dollar Equivalent of $100,000,000 at any time outstanding;

bb.          the interest of the lenders in the receivables and Related Assets of the Securitization Subsidiary under the Receivables Purchase Facility, the Lien of the Securitization Subsidiary on the receivables and Related Assets contributed to it and the interest of a purchaser (or an agent for such purchaser) of receivables and Related Assets sold pursuant to any securitization or other factoring or similar arrangement referred to in Section 10.2.5(e) or Section 10.2.5(f) acquired pursuant to, or any Lien on the assets of a Securitization Subsidiary granted in connection with, such other factoring or similar arrangement, and Liens granted pursuant to Foreign Securitization Facilities or other factoring or similar arrangement referred to in Section 10.2.5(e) or Section 10.2.5(f);

cc.           Liens in respect of deposit accounts for the collection of receivables (and Related Assets) sold pursuant to Section 10.2.5(e) or Section 10.2.5(f);

dd.          existing Liens shown on Schedule 10.2.2 (and any renewals or extensions thereof, which if such renewal or extension is in connection with Debt constituting Refinancing

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Debt, such Debt incurred in accordance with the Refinancing Conditions, provided that the property covered thereby is not increased); and

ee.           deposits made (and the Liens thereon) in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other types of social security.

10.2.3     Distributions; Upstream Payments.

a.             Declare or make any Distributions, other than:

i.              Distributions, if at the time thereof the Availability Conditions are satisfied;

ii.             Upstream Payments;

iii.            Acquisitions of Equity Interests of Sanmina in connection with the exercise of stock options, restricted stock units or stock appreciation rights by way of cashless exercise or in connection with the satisfaction of withholding tax obligations;

iv.            Purchases of fractional shares of the Equity Interests of Sanmina arising out of stock dividends, splits or combinations or business combinations;

v.             So long as no Default or Event of Default has occurred and is continuing or would result therefrom, purchase, repurchase, redeem, defease, acquire or retire for value (i) Equity Interests of Sanmina or any of its Subsidiaries from any officer, director, employee or consultant of Sanmina or its Subsidiaries in an aggregate amount not to exceed the Dollar Equivalent of $5,000,000 during any year and (ii) any non-cash rights distributed in connection with any stockholder rights plan;

vi.            So long as no Default or Event of Default has occurred and is continuing or would result therefrom, repurchases of common stock of Sanmina in an amount not to exceed $25,000,000 over the term of this Agreement; and

vii.           In connection with any acquisition permitted pursuant to Section 10.2.4, (i) receive or accept the return to Sanmina or any of its Subsidiaries of Equity Interests of Sanmina or any of its Subsidiaries constituting a portion of the purchase price consideration in settlement of indemnification claims or (ii) make payments or distributions to dissenting stockholders pursuant to applicable law.

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b.             Create or suffer to exist any encumbrance or restriction on the ability of a Subsidiary to make any Upstream Payment, except for restrictions (i) under the Loan Documents, (ii) permitted under Section 10.2.13, (iii) under Applicable Law or (iv) in effect on the Closing Date as shown on Schedule 9.1.15 to the Disclosure Letter.

10.2.4     Restricted Investments.  Make any Restricted Investment, except:

a.             (i) equity investments in Foreign Subsidiaries to the minimum extent required to comply with the local minimum capitalization requirements of foreign jurisdictions, (ii) conversions of Intercompany Debt existing on the Closing Date into equity, and (iii) and conversions of Intercompany Debt incurred after the Closing Date between any Obligor and Foreign Subsidiary into equity not to exceed the Dollar Equivalent of $50,000,000 in the aggregate;

b.             (i) equity Investments owned as of the Closing Date in any Subsidiary, (ii) Investments made after the Closing Date by an Obligor in any other Obligor, (iii) Investments made after the Closing Date (but exclusive of any conversions of Debt into equity) by any Obligor in any Foreign Subsidiary in an amount in excess of the Dollar Equivalent of $50,000,000 and (iv) Investments from a Foreign Subsidiary into another Foreign Subsidiary;

c.             Investments (i) in any Equity Interests or other securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors (whether in connection with a foreclosure, bankruptcy, workout or otherwise) and (ii) deposits, prepayments and other credits to suppliers made in the Ordinary Course of Business;

d.             Consolidated Capital Expenditures;

e.             loans and advances to employees of Sanmina and its Subsidiaries made in the Ordinary Course of Business and to the extent permitted by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, in an aggregate principal amount at any time outstanding not to exceed the Dollar Equivalent of $10,000,000 in the aggregate;

f.              Intercompany Debt permitted by Section 10.2.1;

g.             Investments described in Schedule 10.2.4 to the Disclosure Letter;

h.             Sanmina and its Subsidiaries may enter into and perform their respective obligations under Hedging Agreements entered into in the Ordinary Course of Business consistent with past practices;

i.              Investments consisting of extensions of credit in the nature of accounts receivable, prepaid royalties or expenses or notes receivable arising from the sale or lease of goods or services in the Ordinary Course of Business consistent with past practices, or performance or similar deposits arising in the Ordinary Course of Business consistent with past practices, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary to prevent or limit loss;

j.              guaranty and similar obligations permitted by Section 10.2.1;

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k.             commission, entertainment, relocation, payroll, travel, indemnity and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

l.              Investments acquired by Sanmina or any of its Subsidiaries (i) in exchange for any other Investments held by Sanmina or such Subsidiary in connection with or as a result of bankruptcy, workout, reorganization or recapitalization of the issuer of such Investment or (ii) as result of a foreclosure by Sanmina or any of its Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

m.            Investments representing the non-cash portion of the consideration received in connection with any issuance of Equity Interests by a Subsidiary of Sanmina to Sanmina or to another Subsidiary of Sanmina not prohibited hereunder;

n.             equity Investments in Subsidiaries solely to the extent made to effect transactions permitted pursuant to Section 10.2.5(d) hereof;

o.             Investments in connection with Foreign Securitization Facilities, the Receivables Purchase Facility and any other securitization or factoring or similar arrangement referred to in Section 10.2.5(e) or Section 10.2.5(f);

p.             Investments constituting or made in connection with Permitted Acquisitions; provided that either (A)(i) the Availability Conditions are satisfied at the time thereof and (ii) the Fixed Charge Coverage Ratio as of the end of the Fiscal Quarter immediately preceding such Investment and after giving pro forma effect thereto is not less than 1.00 : 1.00, or (B) in respect of any such Investment in an aggregate amount not exceeding the Dollar Equivalent of $125,000,000 and provided that no Default or Event of Default exists or would result from such Investment, average Availability both on the date thereof and after giving effect to such Investment on a pro forma basis during the preceding 30 day period is greater than or equal to $125,000,000 (provided that up to $75,000,000 of such Availability requirement can be satisfied to the extent of the amount of cash or Cash Equivalents held in a Cash Collateral Account at Agent); and  provided, further, that for the purposes of this Section 10.2.4(p), the $125,000,000 Availability threshold shall be increased to $175,000,000 if the amount of the Commitments is increased pursuant to Section 2.3 to an aggregate amount in excess of $250,000,000;

q.             Permitted Pool Transactions;

r.              Investments in connection with the 2009 Corporate Reorganization; and

s.             (i) so long as the Availability Conditions are satisfied, any Investments and (ii) if the Availability Conditions are not satisfied, Investments, other than Investments by any Borrower or Designated Canadian Guarantor in any non-Obligor Subsidiary of Sanmina, in an aggregate amount not to exceed at any time the Dollar Equivalent of $25,000,000.

Provided, in no event shall any Obligor make any Investment which results in or facilitates in any manner any Distribution not otherwise permitted under the terms of Section 10.2.3.  For purposes of determining compliance with the provisions of this Section 10.2.4, equity

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Investments made by Sanmina or any of its Subsidiaries (the “contributor”) in any Subsidiary that are effected pursuant to one or more equity contributions made contemporaneously or in prompt succession by the contributor and/or any of its Subsidiaries shall be deemed one Investment by the contributor; and provided, further, no Property acquired by any Borrower or Guarantor in connection with any Investment permitted under this Section 10.2.4 shall be permitted to be included in the Borrowing Base until Agent has received and approved, in its Credit Judgment, (A) a collateral examination or audit with respect to such Property, including an appraisal by an independent appraisal firm reasonably acceptable to Agent, (B) all UCC, PPSA or other search results necessary to confirm Agent’s first priority Lien on all of such Property, and (C) such customary certificates (including a solvency certificate), resolutions, financial statements, legal opinions, and other documentation as Agent may reasonably request (including as required by Sections 10.1.1 and 10.1.11).

10.2.5     Disposition of Assets.  Make any Asset Disposition, except:

a.             a Permitted Asset Disposition;

b.             Investments made in accordance with Section 10.2.4;

c.             a sale, conveyance, lease, transfer or other disposition of Property by a Subsidiary to an Obligor or a sale, conveyance, lease, transfer or other disposition of Property by an Obligor to another Obligor;

d.             all or any part of the business, property or assets of any Foreign Subsidiary of Sanmina may be conveyed, sold, leased, transferred or otherwise disposed of in one transaction or a series of transactions, (i) in the case of a Foreign Subsidiary that is a First Tier Foreign Subsidiary, (A) to any other First Tier Foreign Subsidiary or any Obligor and (B) to any non-First Tier Foreign Subsidiary to the extent only that the gross fair market value of all such property and assets conveyed, sold, leased, transferred or otherwise disposed of during the term hereof pursuant to this clause (B) to all other such Foreign Subsidiaries shall not exceed an amount equal to the Dollar Equivalent of $100,000,000  in the aggregate, and (ii) in the case of any non-First Tier Foreign Subsidiary, to any other Foreign Subsidiary or any Obligor (either directly or indirectly, including through any First Tier Foreign Subsidiary, pursuant to transactions occurring contemporaneously or in prompt succession involving another Subsidiary or Sanmina);

e.             (i) sales or transfers of receivables and Related Assets from one or more of the obligors listed on Schedule 1.1 to the Disclosure Letter (as such Schedule may be amended from time to time as contemplated by the definition of “Receivables Purchase Facility”) pursuant to the Receivables Purchase Facility (and repurchases of receivables and Related Assets pursuant to the terms of the Receivables Purchase Facility) and (ii) sales of receivables and Related Assets by any Obligor (A) to a Securitization Subsidiary on a non-recourse (other than limited, customary provisions for recourse) basis and the sale thereof by the Securitization Subsidiary to purchasers or (B) pursuant to a non-recourse (other than limited, customary provisions for recourse) factoring or similar arrangement; provided, that in the case of (i) or (ii), the cash consideration for any such sale shall be for an amount equal to at least 90% of the face amount of such receivables, and provided, further, the face amount of all receivables sold and outstanding

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at any time pursuant to clauses (i) and (ii) of this Section 10.2.5(e) shall not exceed the Dollar Equivalent of $400,000,000 in the aggregate, and provided, further, in the case of (ii), no Default or Event of Default exists or would result therefrom at the time of any such sale and Borrower Agent from time to time shall provide Agent upon Agent’s request, with a current list of the receivables that are sold pursuant to such arrangement;

f.              sales of receivables and Related Assets pursuant to Foreign Securitization Facilities or pursuant to a non-recourse (other than limited, customary provisions for recourse) factoring or similar arrangement in which a non-Obligor Subsidiary of Sanmina sells Receivables and Related Assets; provided, that (1) the face amount of all such receivables sold and outstanding at any time shall not exceed the Dollar Equivalent of $250,000,000 and (2) at the time of any such sale, no Default or Event of Default exists or would result therefrom;

g.             the sale, assignment or transfer of Intellectual Property assets by any Obligor to any First Tier Foreign Subsidiary with an aggregate value of up to the Dollar Equivalent of $125,000,000; provided that any prior to any such transaction involving intellectual property assets relating to the Inventory Collateral, the transferee of such intellectual property assets shall enter into a license reasonably satisfactory to Agent substantially similar to that set forth in Section 11.3 to the extent such assets are Collateral;

h.             sales of assets not constituting Collateral for fair market value and for aggregate consideration of less than $50,000,000 during the term hereof;

i.              the granting of Permitted Liens;

j.              the licensing of Intellectual Property on commercially reasonable terms in the Ordinary Course of Business;

k.             the sublease of facilities of Sanmina or any Subsidiary or the lease by Sanmina or any Subsidiary of facilities under any operating lease, in each case in the Ordinary Course of Business;

l.              the sale of real property (including all buildings, fixtures or other improvements located thereon) comprising the Corporate Head Office Campus in connection with a sale and leaseback transaction;

m.            sales of Real Estate owned by any Obligor or any Subsidiary; provided that the aggregate consideration for all such sales does not exceed $250,000,000;

n.             Permitted Pool Transactions;

o.             Asset Dispositions of the Property listed on Schedule 10.2.5 to the Disclosure Letter;

p.             Asset Dispositions in connection with transactions permitted by Section 10.2.8; and

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q.             Asset Dispositions in connection with the 2009 Corporate Reorganization; provided to the extent any such Disposition involves intellectual property assets relating to the Inventory Collateral, prior to such Disposition the transferee of any such intellectual property assets (if not an Obligor) shall enter into a license, reasonably satisfactory to Agent, substantially similar to that set forth in Section 11.3.

10.2.6      Reserved.

10.2.7      Restrictions on Payment of Certain Debt.  If the Availability Conditions are not satisfied at the time thereof, make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any (a) Subordinated Debt, except regularly scheduled payments of principal, interest and fees and payments upon mandatory redemption or prepayment, but only to the extent permitted under any subordination agreement relating to such Debt (and a Senior Officer of Borrower Agent shall certify to Agent, not less than five Business Days prior to the date of payment, that all conditions under such agreement have been satisfied); or (b) Borrowed Money (other than the Obligations) prior to its due date (except scheduled payments of principal, interest and fees and payments upon mandatory redemption or prepayment) under the agreements evidencing such Debt as in effect on the Closing Date (or as amended thereafter with the consent of Agent); provided that, Borrowers and their Subsidiaries may honor any conversion request by a holder of any Convertible Indebtedness of Sanmina or any of its Subsidiaries and make cash payments in lieu of fractional shares in connection with the conversion of any Convertible Indebtedness.

10.2.8      Fundamental Changes.  Change its name or conduct business under any fictitious name; change its tax or other organizational identification number; change its form or jurisdiction of organization or merge, amalgamate, combine or consolidate with any Person, or liquidate, wind up its affairs or dissolve itself, in each case whether in a single transaction or in a series of related transactions, except (i) for mergers, amalgamations or consolidations of a wholly-owned Subsidiary with another wholly-owned Subsidiary or into a Borrower, (ii) any Foreign Subsidiary of Sanmina may be merged, consolidated or amalgamated with or into any other Foreign Subsidiary or be liquidated, wound up or dissolved; (iii) in connection with a Permitted Acquisition (including a “squeeze out” merger); (iv) in connection with the 2009 Corporate Reorganization; and (v) changes in its name, tax or other organizational identification number or form of jurisdiction of organization upon 30 days prior written notice to Agent and provided that as a result of any such change no Lien granted to Agent hereunder ceases to be a valid, perfected Lien with the priority required hereunder.

10.2.9      Reserved.

10.2.10    Plans.  Become party to any Multiemployer Plan, Canadian Plan or Foreign Plan, other than any in existence on the Closing Date.

10.2.11    Tax Consolidation.  File or consent to the filing of any consolidated income tax return with any Person other than Borrowers and Subsidiaries.

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10.2.12    Accounting Changes.  Make any material change in accounting treatment or reporting practices, except as required by GAAP or Applicable Law and in accordance with Section 1.2; or change its Fiscal Year.

10.2.13    Restrictive Agreements.  Become a party to any Restrictive Agreement, other than restrictions (i) in agreements evidencing Debt permitted by Section 10.2.1(c) or Section 10.2.1(l) that impose restrictions on the property so acquired; (ii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and other agreements entered into in the Ordinary Course of Business; (iii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Equity Interests not otherwise prohibited under this Agreement; (iv) in the Indentures, the Senior Notes or the Senior Subordinated Notes or in other documents related to such Debt; (v) contained in agreements or documents evidencing Debt or other obligations permitted by Section 10.2.1(n) so long as any such encumbrance or restriction applies only to the Foreign Subsidiary issuing such Debt or other obligation and its Subsidiaries; (vi) imposed on a Subsidiary and existing at the time it became a Subsidiary if such restrictions were not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by Sanmina and only to the extent applying to such Subsidiary; (vii) under or in connection with any joint venture agreements, partnership agreement, stock sale agreements and other similar agreements; provided that (A) any such agreements are entered into in the Ordinary Course of Business and in good faith, and (B) such restrictions are reasonably customary for such agreements; (viii) under any agreement, instrument or contract affecting property or a Person at the time such property or Person was acquired by Sanmina or any of its Subsidiaries, so long as such restriction relates solely to the property or Person so acquired and was not created in connection with or in anticipation of such acquisition; (ix) existing by virtue of, or arising under, applicable law, regulation, order, approval, license, permit, grant or similar restriction, in each case issued or imposed by a Governmental Authority; (x) that result from any Refinancing Debt of Debt referred to in clause (iv), (v), (vi), (vii) or (viii) of this Section 10.2.13; provided that the restrictions existing under or by reason of any such agreement, instrument or contract are not materially less favorable, taken as a whole, to the Lenders that those under the agreement evidencing the Debt being refinanced; (xi) customary subrogation waivers in guaranties permitted under this Agreement, and (xii) contained in agreements or documents entered into in connection with the transactions contemplated by the Receivables Purchase Facility or sales or securitizations of receivables and Related Assets permitted by Section 10.2.5(e) or (f); (xiii) specific property encumbered to secure payment of particular Debt or to be sold pursuant to an executed agreement with respect to a Disposition permitted under Section 10.2.5; (xiv) restrictions in agreements entered into in connection with the incurrence of Permitted Liens, to the extent they condition, prohibit or limit the ability of Agent or Lenders from obtaining a Lien only on the property, rights and assets subject to such Permitted Lien (but excluding any of the Collateral); (xv) arising in connection with grants from any Governmental Authority; and (xvi) existing on the Closing Date and set forth in Section 10.2.13 to the Disclosure Letter.

10.2.14    Hedging Agreements.  Enter into any Hedging Agreement, except to hedge risks arising in the Ordinary Course of Business (consistent with past practices) and not for speculative purposes.

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10.2.15    Conduct of Business.  Engage in any business, other than its business as conducted on the Closing Date or any Permitted Business, and in each case any activities incidental thereto.

10.2.16    Affiliate Transactions.  Enter into or be party to any transaction with an Affiliate, except (a) transactions contemplated or permitted by the Loan Documents; (b) payment of reasonable compensation to officers and employees for services actually rendered, benefit plans for officers and employees entered into or maintained and established in the Ordinary Course of Business, and loans and advances permitted by Section 10.2.4; (c) payment of customary directors’ fees and indemnities; (d) transactions between Sanmina and any of its Subsidiaries or between any Subsidiaries; (e) transactions with Affiliates that were consummated prior to the Closing Date, as shown on Schedule 10.2.16 to the Disclosure Letter; and (f) transactions with Affiliates upon fair and reasonable terms fully disclosed to Agent and no less favorable than would be obtained in a comparable arm’s-length transaction with a non-Affiliate.

10.2.17    Use of Proceeds.  Use the proceeds of any Loan, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry Margin Stock or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.

10.2.18    Amendments to Subordinated Debt or Indentures.  Amend, supplement or otherwise modify the Indentures, any other document, instrument or agreement relating to the Senior Notes or any Subordinated Debt, if such modification (a) increases the principal balance of such Debt, or increases any required payment of principal or interest; (b) accelerates the date on which any installment of principal or any interest is due, or adds any additional redemption, put or prepayment provisions; (c) shortens the final maturity date or otherwise accelerates amortization; (d) increases the interest rate; (e) increases or adds any fees or charges (excluding any fees or charges for amendments, consents or waivers); (f) modifies any covenant in a manner or adds any representation, covenant or default that is, more onerous or restrictive in any material respect for any Borrower or Subsidiary, or that is otherwise materially adverse to any Borrower, any Subsidiary or Lenders; or (g) results in the Obligations not constituting “Senior Debt” under the Senior Subordinated Indentures or otherwise not being fully benefited by the subordination provisions thereof.

10.3         Financial Covenant.  As long as any Commitments are outstanding and until Full Payment of the Obligations, Borrowers shall:

10.3.1      Fixed Charge Coverage Ratio.  After the Availability Election, maintain a Fixed Charge Coverage Ratio of at least 1.0 to 1.0 for each period of four Fiscal Quarters ending during or immediately before any Trigger Period.

10.4         Post-Closing Covenants.

10.4.1      Notwithstanding anything herein or in any other Loan Document to the contrary, not later than 30 days following the Closing Date or such later date as Agent may determine in its sole discretion, the Agent shall receive copies of one or more executed Deposit

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Account Control Agreements in form and substance reasonably satisfactory to it as required under Section 8.4.

10.4.2      Not later than 15 days following the Closing Date or such later date as Agent may determine in its sole discretion, Agent shall have been provided with an executed copy of the credit agreement entered into in connection with the Receivables Purchase Facility, which agreement shall be (i) reasonably satisfactory to Agent and (ii) in substantially the same form as the draft of such agreement presented to Agent on or immediately prior to the Closing Date.

SECTION 11.                     EVENTS OF DEFAULT; REMEDIES ON DEFAULT

11.1         Events of Default.  Each of the following shall be an “Event of Default” hereunder, if the same shall occur for any reason whatsoever, whether voluntary or involuntary, by operation of law or otherwise:

a.             An Obligor fails to pay (i) the principal of, or premium on, any Loan when due (whether at stated maturity, on demand, upon acceleration or otherwise); or (ii) any interest on any Loan or any fee or other amount due hereunder within two (2) Business Days after the date due;

b.             Any representation, warranty or other written statement of an Obligor made in connection with any Loan Document or transactions contemplated thereby is incorrect or misleading in any material respect when given;

c.             An Obligor breaches or fail to perform any covenant contained in Section 7.3, 8.1, 8.2.4, 8.2.5, 8.5.2, 10.1.1, 10.1.2 (other than clauses (a) and (b) thereof), 10.1.7, 10.2 or 10.3;

d.             An (i) Obligor breaches of fails to perform any covenant contained in Section 7.5, Section 10.1.2(a) or Section 10.1.2(b) and such breach or failure is not cured within 15 days after a Senior Officer of such Obligor has knowledge thereof or receives notice thereof from Agent, whichever is sooner, or (ii) Obligor breaches or fails to perform any other covenant contained in any Loan Documents (not covered by clause (a), (b), (c) or (d)(i) of this Section),  and such breach or failure is not cured within 30 days after a Senior Officer of such Obligor has knowledge thereof or receives notice thereof from Agent, whichever is sooner; provided, however, that such notice and opportunity to cure shall not apply if the breach or failure to perform is not capable of being cured within such period or is a willful breach by an Obligor;

e.             A Guarantor repudiates, revokes or attempts to revoke its Guaranty; an Obligor denies or contests the validity or enforceability of any Loan Documents or Obligations, or the perfection or priority of any Lien granted to Agent; or any Loan Document or Guaranty ceases to be in full force or effect for any reason or any Lien ceases to be a valid, perfected Lien with the priority required hereunder (in each case other than as expressly permitted hereby or pursuant to a waiver or release by Agent and Lenders);

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f.              Any breach or default of an Obligor or any Subsidiary occurs under any document, instrument or agreement to which it is a party or by which it or any of its Properties is bound, relating to any Borrowed Money (other than the Obligations), Debt in respect of Hedging Agreements or Debt arising from any obligation owed for all or any part of the deferred purchase price of property or services, which purchase price is (a) due more than six months from the date of incurrence of the obligation in respect thereof or (b) evidenced by a note or similar written instrument, in each case in excess of the Dollar Equivalent of $50,000,000, if the maturity of or any payment with respect to such Debt may be accelerated or demanded due to such breach (it being understood that the amount of Debt in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that would be required to be paid if such Hedging Agreement were terminated at such time);

g.             Any (i) material non-monetary judgment or order is entered against an Obligor or any Subsidiary or (ii) judgment or order for the payment of money is entered against an Obligor or any Subsidiary in an amount that exceeds, individually or cumulatively with all unsatisfied judgments or orders against all Obligors and Subsidiaries, the Dollar Equivalent of $50,000,000 (net of any insurance coverage therefor acknowledged in writing by the insurer), unless, in each case, no later than 60 days after the entry thereof, a stay of enforcement of such judgment or order is in effect, by reason of a pending appeal or otherwise, or such judgment is satisfied, discharged, vacated or bonded;

h.             Reserved.

i.              An Obligor or any Subsidiary is enjoined, restrained or in any way prevented by any Governmental Authority from conducting any material part of its business for any material period of time; an Obligor or any Subsidiary suffers the loss, revocation or termination of any material license, permit, lease or agreement necessary to its business; there is a cessation of any material part of an Obligor or any Subsidiary’s business for a material period of time; any material Collateral or Property of an Obligor or any Subsidiary is taken or impaired through condemnation; except as expressly permitted under any Loan Document, any Subsidiary agrees to or commences any liquidation, dissolution or winding up of its affairs; or an Obligor or any Subsidiary is not Solvent;

j.              An Insolvency Proceeding is commenced by an Obligor or any Subsidiary (except an Insignificant Subsidiary); an Obligor or any Subsidiary (except an Insignificant Subsidiary) makes an offer of settlement, extension, arrangement, proposal (or notice of intention to make a proposal) or composition to its unsecured creditors generally; a trustee, receiver, interim receiver, receiver-manager, monitor or similar official or custodian is appointed to take possession of any substantial Property of or to operate any of the business of an Obligor or any Subsidiary (except an Insignificant Subsidiary); or an Insolvency Proceeding is commenced against an Obligor or any Subsidiary (except an Insignificant Subsidiary) and such Obligor or Subsidiary consents to institution of the proceeding, the petition commencing the proceeding is not timely contested by such Obligor or such Subsidiary, the proceeding is not dismissed within 60 days after filing or institution, or an order for relief is entered in the proceeding;

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k.             An ERISA Event (excluding a “standard termination” of a Pension Plan, within the meaning of Title IV of ERISA, or any contributions to a Pension Plan required to complete a standard termination of the Pension Plan) occurs with respect to a Pension Plan or Multiemployer Plan that has resulted or could reasonably be expected to result in liability of an Obligor to a Pension Plan, Multiemployer Plan or PBGC in excess of $40.0 million, or that constitutes grounds for appointment of a trustee for or termination by the PBGC of any Pension Plan or Multiemployer Plan; an Obligor or ERISA Affiliate fails to pay when due any installment payment in excess of $5,000,000 with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan; or any event similar to the foregoing occurs or exists with respect to a Foreign Plan; or any event or condition shall occur or exist with respect to a Canadian Plan that could, in Agent’s good faith judgment, subject Borrowers or their Subsidiaries to any Tax, penalty or other liabilities under the Supplemental Pension Plans Act (Québec) and the Pension Benefits Act (Ontario) or any other Applicable Laws and which could reasonably be expected to give rise to a Material Adverse Effect, or if Borrowers or any of their Subsidiaries are in default with respect to required payments to a Canadian Plan or any Lien arises (save for contribution amounts not yet due) in connection with any Canadian Plan;

l.              An Obligor or any of its Senior Officers is convicted for (i) a felony committed in the conduct of the Obligor’s business, or (ii) violating any state or federal law (including the Controlled Substances Act, Money Laundering Control Act of 1986 and Illegal Exportation of War Materials Act) that could lead to forfeiture of any material Property or any Collateral; or

m.            A Change of Control occurs.

11.2         Remedies upon Default.  If an Event of Default described in Section 11.1(j) occurs with respect to any Obligor, all Obligations shall become automatically due and payable and all Commitments shall terminate, without any action by Agent or notice of any kind.  In addition, or if any other Event of Default exists, Agent may in its discretion (and shall upon written direction of Required Lenders) do any one or more of the following from time to time:

a.             declare any Obligations immediately due and payable, whereupon they shall be due and payable without diligence, presentment, demand, protest or notice of any kind, all of which are hereby waived by Obligors to the fullest extent permitted by law;

b.             terminate, reduce or condition any Commitment, or make any adjustment to the Borrowing Base;

c.             require Obligors to Cash Collateralize LC Obligations, Bank Product Debt and other Obligations that are contingent or not yet due and payable, and, if Obligors fail promptly to deposit such Cash Collateral, Agent may (and shall upon the direction of Required Lenders) advance the required Cash Collateral as Loans (whether or not an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied); and

d.             exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC or the PPSA, as applicable.  Such rights and remedies include the rights to (i) take possession of

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any Collateral; (ii) require Obligors to assemble Collateral, at Borrowers’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by an Obligor, Obligors agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its discretion, deems advisable.  Each Obligor agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable.  Agent shall have the right to conduct such sales on any Obligor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law.  Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may set off the amount of such price against the Obligations.

11.3         License.  For purposes of enabling Agent, during the continuance of an Event of Default, to exercise the rights and remedies under Section 11.2 at such time as Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, Agent is hereby granted (to the extent grantable by such Obligor without breaching or violating any agreement) an irrevocable, non-exclusive license (subject, in the case of trademarks, to sufficient rights to quality control and inspection in favor of such Obligor to avoid the risk of invalidation of such trademarks and, in the case of trade secrets, to an obligation of Agent to take reasonable steps under the circumstances to keep the trade secrets confidential to avoid the risk of invalidation of such trade secrets) or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) any or all Intellectual Property of Obligors, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral.  The license granted under this Section 11.3 shall continue in effect until Full Payment of the Obligations and termination of this Agreement in accordance with its terms, at which time such license shall immediately terminate.

11.4         Setoff.  At any time during the existence of an Event of Default, Agent, Issuing Bank, Lenders, and any of their Affiliates are authorized, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by Agent, Issuing Bank, such Lender or such Affiliate to or for the credit or the account of an Obligor against any Obligations, irrespective of whether or not Agent, Issuing Bank, such Lender or such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured or are owed to a branch or office of Agent, Issuing Bank, such Lender or such Affiliate different from the branch or office holding such deposit or obligated on such indebtedness.  The rights of Agent, Issuing Bank, each Lender and each such Affiliate under this Section are in addition to other rights and remedies (including other rights of setoff) that such Person may have.

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11.5         Remedies Cumulative; No Waiver.

11.5.1      Cumulative Rights.  All covenants, conditions, provisions, warranties, guaranties, indemnities and other undertakings of Obligors contained in the Loan Documents are cumulative and not in derogation or substitution of each other.  In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise.  All rights and remedies shall continue in full force and effect until Full Payment of all Obligations.

11.5.2      Waivers.  No waiver or course of dealing shall be established by (a) the failure or delay of Agent or any Lender to require strict performance by Borrowers with any terms of the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise; (b) the making of any Loan or issuance of any Letter of Credit during a Default, Event of Default or other failure to satisfy any conditions precedent; or (c) acceptance by Agent or any Lender of performance by any Obligor under any Loan Documents in a manner other than that specified therein.  It is expressly acknowledged by Borrowers that any failure to satisfy a financial covenant on a measurement date shall not be cured or remedied by satisfaction of such covenant on a subsequent date.

SECTION 12.                     AGENT

12.1         Appointment, Authority and Duties of Agent.

12.1.1      Appointment and Authority.  Each Lender appoints and designates Bank of America as Agent hereunder.  Agent may, and each Lender authorizes Agent to, enter into all Loan Documents to which Agent is intended to be a party and accept all Security Documents, for Agent’s benefit and the Pro Rata benefit of Lenders.  Each Lender agrees that any action taken by Agent or Required Lenders in accordance with the provisions of the Loan Documents, and the exercise by Agent or Required Lenders of any rights or remedies set forth therein, together with all other powers reasonably incidental thereto, shall be authorized by and binding upon all Lenders.  Without limiting the generality of the foregoing, Agent shall have the sole and exclusive authority to (a) act as the disbursing and collecting agent for Lenders with respect to all payments and collections arising in connection with the Loan Documents; (b) execute and deliver as Agent each Loan Document, including any intercreditor or subordination agreement, and accept delivery of each Loan Document from any Obligor or other Person; (c) act as collateral agent for Secured Parties for purposes of perfecting and administering Liens under the Loan Documents, and for all other purposes stated therein; (d) manage, supervise or otherwise deal with Collateral; (e) consent to the addition of obligors on Schedule 1.1(b) to the Disclosure Letter as contemplated in the definition of Receivables Purchase Facility and (f) take any Enforcement Action or otherwise exercise any rights or remedies with respect to any Collateral under the Loan Documents, Applicable Law or otherwise.  The duties of Agent shall be ministerial and administrative in nature, and Agent shall not have a fiduciary relationship with any Lender, Secured Party, Participant or other Person, by reason of any Loan Document or any transaction relating thereto.  Agent alone shall be authorized to determine whether any Accounts or Inventory constitute Eligible Accounts or Eligible Inventory, or whether to impose or release any reserve, and to exercise its Credit Judgment in connection therewith, which determinations and judgments, if exercised in good faith, shall exonerate Agent from liability to any Lender or other Person for any error in judgment.  For the purposes of creating a solidarité active in

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accordance with Article 1541 of the Civil Code of Québec between Agent, on the one hand, and each other Secured Party, taken individually on the other hand, each Obligor and each such Secured Party acknowledge and agree with Agent that such Secured Party and Agent are hereby conferred the legal status of solidary creditors of each such Obligor in respect of all Obligations owed by each such Obligor to Agent and such Secured Party hereunder and under the other Loan Documents (collectively, the “Solidary Claim”) and that, accordingly, but subject (for the avoidance of doubt) to Article 1542 of the Civil Code of Québec, each such Obligor is irrevocably bound towards Agent and each other Secured Party in respect of the entire Solidary Claim of Agent and such.  As a result of the foregoing, the parties hereto acknowledge that Agent and each other Secured Party shall at all times have a valid and effective right of action for the entire Solidary Claim of Agent and such Secured Party and the right to give full acquittance for it.  Accordingly, and without limiting the generality of the foregoing, Agent, as solidary creditor with each other Secured Party, shall at all times have a valid and effective right of action in respect of the Solidary Claim and the right to give a full acquittance for same.  By its execution of the Loan Documents to which it is a party, each such Obligor and Secured Party not a party hereto shall also be deemed to have accepted the stipulations hereinabove provided.  The parties further agree and acknowledge that such Liens (hypothecs) under the Security Documents and the other Loan Documents shall be granted to Agent, for its own benefit and for the benefit of the other Secured Party, as solidary creditor as hereinabove set forth.

12.1.2      Duties.  Agent shall not have any duties except those expressly set forth in the Loan Documents.  The conferral upon Agent of any right shall not imply a duty on Agent’s part to exercise such right, unless instructed to do so by Required Lenders in accordance with this Agreement.

12.1.3      Agent Professionals.  Agent may perform its duties through agents and employees.  Agent may consult with and employ Agent Professionals, and shall be entitled to act upon, and shall be fully protected in any action taken in good faith reliance upon, any advice given by an Agent Professional.  Agent shall not be responsible for the negligence or misconduct of any agents, employees or Agent Professionals selected by it with reasonable care.

12.1.4      Instructions of Required Lenders.  The rights and remedies conferred upon Agent under the Loan Documents may be exercised without the necessity of joinder of any other party, unless required by Applicable Law.  Agent may request instructions from Required Lenders with respect to any act (including the failure to act) in connection with any Loan Documents, and may seek assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.6 against all Claims that could be incurred by Agent in connection with any act.  Agent shall be entitled to refrain from any act until it has received such instructions or assurances, and Agent shall not incur liability to any Person by reason of so refraining.  Instructions of Required Lenders shall be binding upon all Lenders, and no Lender shall have any right of action whatsoever against Agent as a result of Agent acting or refraining from acting in accordance with the instructions of Required Lenders.  Notwithstanding the foregoing, instructions by and consent of all Lenders shall be required in the circumstances described in Section 15.1.1, and in no event

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