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As filed with the Securities and Exchange Commission on January 30, 2006

Registration No. 333-            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Sanmina-SCI Corporation
(Exact name of Registrant as specified in its charters)

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

2700 North First Street
San Jose, California 95134
(408) 964-3500
(Address, including zip code, and telephone number, including area code, of Registrants' principal executive offices)

Jure Sola
Chairman and Chief Executive Officer
Sanmina-SCI Corporation
2700 North First Street
San Jose, California 95134
(408) 964-3500
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
Christopher D. Mitchell, Esq.
Michael A. Occhiolini, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(650) 493-9300

(Exact Name of Additional Registrant as Specified in its Charter)	(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code)	(I.R.S. Employer Identification Number)
Compatible Memory, Inc.(1)	California	3679	91-1851483
Hadco Corporation(2)	Massachusetts	3672	04-2393279
Hadco Santa Clara, Inc.(3)	Delaware	3672	94-2348052
Interagency, Inc.(4)	Delaware	6719	63-0673214
Newisys, Inc.(5)	Delaware	3679	74-2969912
Sanmina-SCI Enclosures USA Inc.(6)	North Carolina	3499	56-1931342
Sanmina-SCI Systems (Alabama) Inc.(4)	Alabama	6719	63-0967529
Sanmina-SCI Systems Enclosures (Denton) Inc.(7)	Texas	3499	75-2547824
Sanmina-SCI Systems Holdings, Inc.(4)	Delaware	6719	72-1950026
SCI Systems, Inc.(4)	Delaware	3679	63-0583436
SCI Technology, Inc.(4)	Alabama	3679	63-0889617
Scimex, Inc.(4)	Alabama	9999	63-0950119
Viking Interworks Inc.(1)	California	3679	33-0412659
SCI Plant No. 5, L.L.C.(4)	Alabama	3679	63-2838566
SCI Plant No. 22, L.L.C.(8)	Colorado	3679	63-1255657
Sanmina General, L.L.C.(9)	Delaware	9999	N/A
Sanmina Limited, L.L.C.(9)	Delaware	9999	77-0570676
Sanmina Texas, L.P.(10)	Texas	3679	75-2102551
Sanmina-SCI USA, Inc.(9)	Delaware	3672	20-3510117

(Address, including zip code, and telephone number, including area code, of additional Registrant's principal executive offices)

(1)

30200 Avenida De Las Banderas, Rancho Santa Margarita, CA 92688 (949) 643-7255

(2)

12A Manor Parkway, Salem, NH 03079 (603) 896-2000

(3)

445 El Camino Real, Santa Clara, CA 95050 (408) 557-7000

(4)

13000 South Memorial Pkwy., Huntsville, AL 35803 (256) 882-4800

(5)

10814 Jollyville Rd., Building 4, Suite 300, Austin, TX 78759 (512) 340-9050

(6)

3600 Glenwood Ave., Raleigh, NC 27612 (919) 596-7622

(7)

2200 Worthington Ave., Denton, TX 76207 (940) 387-3535

(8)

702 Bandley Drive, Fountain, CO 80817 (719) 382-2244

(9)

2700 N. First Street, San Jose, CA 95134 (408) 964-3500

(10)

1201 West Crosby Road, Carrollton, TX (972) 323-3400

From time to time after the effective date of this registration statement.
(Approximate date of commencement of proposed sale to the public)

       If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    o

       If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    ý

       If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o 

       If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o 

       If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.    ý

       If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.    o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered(1)		Amount to be registered(1)	Proposed maximum aggregate offering price per unit(1)	Proposed maximum aggregate offering price(1)(2)	Amount of registration fee(1)
Senior Subordinated Debt Securities		—	—	$600,000,000	$64,200
Guarantees of Senior Subordinated Debt Securities(3)		—	—	—	—
	Total	—	—	$600,000,000	$64,200

1)

An indeterminate number of or aggregate principal amount of the securities of each identified class is being registered as may at various times be issued at indeterminate prices. The registrant is deferring payment of the amount of the registration fee in reliance on Rule 456(b) and Rule 457(r) under the Securities Act except for $64,200 with respect to $600,000,000 proposed maximum aggregate offering price of senior subordinated notes which may be offered pursuant to the preliminary prospectus supplement filed on the date hereof and any amendment or supplement thereto.

2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933.

3)

The guarantors are U.S. wholly-owned subsidiaries of Sanmina-SCI Corporation and will guarantee the senior subordinated debt securities. Pursuant to Rule 457(n) under the Securities Act of 1933, no separate fee is payable for the guarantee of the senior subordinated debt securities.

SANMINA-SCI CORPORATION

SENIOR SUBORDINATED DEBT SECURITIES
GUARANTEES OF SENIOR SUBORDINATED DEBT SECURITIES

        This prospectus relates to senior subordinated debt securities and related guarantees which we may sell from time to time in one or more offerings. We will provide specific terms of these sales in supplements to this prospectus. You should read this prospectus and each supplement carefully before you invest. This prospectus may not be used to offer and sell securities unless accompanied by a prospectus supplement.

Investing in our securities involves risks that are described in the "Risk Factors" section beginning on page 2 of this prospectus.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus Dated January 30, 2006

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TABLE OF CONTENTS

	Page
Summary	1
Risk Factors	2
Forward-Looking Statements	15
Use of Proceeds	16
Ratio of Earnings to Fixed Charges	16
Legal Matters	16
Experts	16
Incorporation of Certain Information by Reference	16
Where You Can Find More Information	17
About This Prospectus	18

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SUMMARY

You should read the following summary together with any subsequently filed prospectus, or amendment or supplement thereto, including more detailed information in our consolidated financial statements and related notes included in or incorporated by reference to such prospectus, amendment or supplements. The words "we," "our," "us," and "Sanmina-SCI" refer to Sanmina-SCI Corporation in this prospectus and any subsequently filed prospectus, amendment or supplement thereto, unless the context requires otherwise.

Sanmina-SCI Corporation

        We are a leading independent global provider of customized, integrated electronics manufacturing services, or EMS. We provide these comprehensive services primarily to original equipment manufacturers, or OEMs, in the communications, computing and storage, multimedia, industrial and semiconductor capital equipment, defense and aerospace, medical, and automotive industries. The combination of our advanced technologies, extensive manufacturing expertise and economies of scale enables us to meet the specialized needs of our customers in these markets in a cost-effective manner.

        Our end-to-end services in combination with our global expertise in supply chain management enable us to manage our customers' products throughout their life cycles. These services include:

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product design and engineering, including initial development, detailed design, preproduction services and manufacturing design;



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volume manufacturing of complete systems, components and subassemblies;



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final system assembly and test;



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direct order fulfillment and logistics services; and



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after-market product service and support.

        Our business strategy enables us to win large outsourcing programs from leading multinational OEMs. Our customers primarily consist of OEMs that operate in a range of industries.

        We were incorporated in Delaware in May 1989 to acquire our predecessor company, which had been in the printed circuit board and backplane business since 1980. In December 2001, we merged with SCI Systems, Inc., or SCI, and changed our name to Sanmina-SCI Corporation. Our principal executive offices are located at 2700 North First Street, San Jose, California 95134. Our telephone number is (408) 964-3500 and our internet address is www.sanmina-sci.com. Information contained in or linked to our website is not a part of this prospectus supplement.

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RISK FACTORS

You should carefully consider the following risks, as well as the other information contained in, or incorporated by reference to, this prospectus and any other document to which we refer you in this prospectus before investing in our securities. If any of the following risks actually occurs, our business could be harmed and you could lose a portion or all of your investment.

We are exposed to general market conditions in the electronics industry which could have a material adverse impact on our business, operating results and financial condition.

        As a result of the downturn in the electronics industry, demand for our manufacturing services declined significantly during our 2001, 2002 and 2003 fiscal years. The decrease in demand for manufacturing services by OEMs resulted primarily from reduced capital spending by communications service providers. Consequently, our operating results were adversely affected as a result of the deterioration in the communications market and the other markets that we serve. Although we have begun to see evidence of a recovery in several markets that we serve, if capital spending in these markets does not continue to improve, or improves at a slower pace than we anticipate, our revenue and profitability will be adversely affected. In addition, even as many of these markets begin to recover, OEMs are likely to continue to be highly sensitive to costs and will likely continue to place pressure on EMS companies to minimize costs. This will likely result in continued significant price competition among EMS companies, and this competition will likely continue to affect our results of operations. In addition, OEM customers are increasingly requiring us and other EMS companies to move production of their products to lower-cost locations and away from high cost locations such as the United States and Western Europe. As a result, we have had to close facilities in the U.S. and Europe and incur costs for facilities closure, employee severance and related items. These trends are likely to continue, and we may therefore need to close additional facilities and incur related closure costs in future fiscal periods.

        We cannot accurately predict future levels of demand for our customers' electronics products. As a result of this uncertainty, we cannot accurately predict if the improvement in the electronics industry will continue. Consequently, our past operating results, earnings and cash flows may not be indicative of our future operating results, earnings and cash flows. In particular, if the economic recovery in the electronics industry does not demonstrate sustained momentum, and if price competition for EMS services continues to be intense, our operating results may be adversely affected.

If demand for our higher-end, higher margin manufacturing services does not improve, our future gross margins and operating results may be lower than expected.

        Before the economic downturn in the communications sector and before our merger with SCI Systems, Inc., sales of our services to OEMs in the communications sector accounted for a substantially greater portion of our net sales and earnings than in recent periods. As a result of reduced sales to OEMs in the communications sector, our gross margins have declined because the services that we provided to these OEMs often were more complex, thereby generating higher margins than those that we provided to OEMs in other sectors of the electronics industry. For example, a substantial portion of our net sales are currently derived from sales of personal computers. Margins on personal computers are typically lower than margins that we have historically realized on communication products. OEMs are continuing to seek price decreases from us and other EMS companies and competition for this business remains intense. Although the electronics industry has begun to show indications of a recovery, pricing pressure on EMS companies continues to be strong and there continues to be intense price competition for EMS services. This price competition has affected, and could continue to adversely affect, our gross margins. If demand for our higher-end, higher margin manufacturing services does not improve in the future, our gross margins and operating results in future periods may be adversely affected.

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Our operating results are subject to significant uncertainties.

        Our operating results are subject to significant uncertainties, including the following:

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economic conditions in the electronics industry;



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the timing of orders from major customers and the accuracy of their forecasts;



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the timing of expenditures in anticipation of increased sales, customer product delivery requirements and shortages of components or labor;



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the mix of products ordered by and shipped to major customers, as high volume and low complexity manufacturing services typically have lower gross margins than more complex and lower volume services;



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the degree to which we are able to utilize our available manufacturing capacity;



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our ability to effectively plan production and manage our inventory and fixed assets;



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customer insolvencies resulting in bad debt exposures that are in excess of our accounts receivable reserves;



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our ability to efficiently move manufacturing activities to lower cost regions without adversely affecting customer relationships and while controlling facilities closure and employee severance costs;



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pricing and other competitive pressures;



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seasonality in customers' product requirements;



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fluctuations in component prices;



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political and economic developments in countries in which we have operations;



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component shortages, which could cause us to be unable to meet customer delivery schedules; and



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new product development by our customers.

        A portion of our operating expenses is relatively fixed in nature, and planned expenditures are based, in part, on anticipated orders, which are difficult to estimate. If we do not receive anticipated orders as expected, our operating results will be adversely impacted. Moreover, our ability to reduce our costs as a result of current or future restructuring efforts may be limited because consolidation of operations can be costly and a lengthy process to complete.

If in a future fiscal period, we were to identify a material weakness in our internal controls over financial reporting, investors could lose confidence in the reliability of our financial statements, which could result in a decrease in the value of our securities; we will also likely continue to incur substantial expenditures in connection with the Sarbanes-Oxley Section 404 process.

        As directed by Section 404 of the Sarbanes-Oxley Act of 2002, the Securities and Exchange Commission adopted rules requiring public companies to include a report of management on the company's internal control over financial reporting in their annual reports on Form 10-K that contains an assessment by management of the effectiveness of the company's internal control over financial reporting. In addition, the independent registered public accounting firm auditing the company's financial statements must attest to and report on management's assessment of the effectiveness of the company's internal controls over financial reporting. We are subject to these requirements beginning in our 2005 fiscal year. Although this process did not identify any material weaknesses in our internal controls over financial reporting at October 1, 2005, in the future, we will need to continue to evaluate,

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and upgrade and enhance, our internal controls. For a discussion of changes undertaken to remediate a previously identified material weakness and adjustments recorded to our financial statements as a result of this remediation, see "Item 9A. Controls and Procedures" and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Quarterly Results (Unaudited)" contained in the Annual Report on Form 10-K incorporated by reference herein. In addition, because of inherent limitations, our internal control over financial reporting may not prevent or detect misstatements, errors or omissions, and any projections of any evaluation of effectiveness of internal controls to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with our policies or procedures may deteriorate. If we fail to maintain the adequacy of our internal controls, including any failure to implement or difficulty in implementing required new or improved controls, our business and results of operations could be harmed, the results of operations we report could be subject to adjustments, we could fail to be able to provide reasonable assurance as to our financial results or the effectiveness of our internal controls or meet our reporting obligations and there could be a material adverse effect on the price of our securities.

        In addition, during fiscal 2005, we expended significant resources in connection with the Section 404 process. In future periods, we will likely continue to expend substantial amounts in connection with the Section 404 process and with ongoing evaluation of, and improvements and enhancements to, our internal control over financial reporting. These expenditures may make it difficult for us to control or reduce the growth of our selling, general and administrative expenses, which could adversely affect our results of operations and the price of our securities.

Adverse changes in the key end markets we target could harm our business.

        We are dependent on the communications, computing and storage, multimedia, industrial and semiconductor systems, defense and aerospace, medical and automotive sectors of the electronics industry. Adverse changes in the end markets that we serve can reduce demand from our customers in those end markets and make customers in these end markets more price sensitive, either of which could adversely affect our business and results of operations. For example, in calendar year 2001, the communications equipment industry was afflicted by a significant downturn, which caused a substantial reduction in demand for our services from these customers. In addition, the declining financial performance of these customers made them more price sensitive which resulted in increased competition and pricing pressures on us. Future developments of this nature in end markets we serve, particularly in those markets which account for more significant portions of our revenues, could harm our business and our results of operations.

We may not be able to finance future needs or adapt our business plan to changes because of restrictions contained in the terms of our 10.375% Senior Secured Notes due January 15, 2010, or 10.375% Senior Secured Notes, our 6³/4% Senior Subordinated Notes due March 1, 2013, or 6³/4% Senior Subordinated Notes and our senior secured credit facility.

        Our senior secured credit facility and the indentures for the 10.375% Senior Secured Notes and the 6³/4% Senior Subordinated Notes contain various covenants that limit our ability to, among other things:

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incur additional debt, including guarantees by us or our restricted subsidiaries;



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make investments, pay dividends on our capital stock, or redeem or repurchase our capital stock or subordinated obligations, subject to certain exceptions;



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create specified liens;



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make capital expenditures;

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sell assets;



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make acquisitions;



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create or permit restrictions on the ability of our restricted subsidiaries to pay dividends or make other distributions to us;



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engage in transactions with affiliates;



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engage in sale and leaseback transactions;



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incur layered indebtedness; and



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consolidate or merge with or into other companies or sell all or substantially all of our assets.

        Our ability to comply with covenants contained in the 10.375% Senior Secured Notes, the 6³/4% Senior Subordinated Notes, the senior secured credit facility and agreements governing other debt to which we are or may become a party may be affected by events beyond our control, including prevailing economic, financial and industry conditions. In particular, an interest coverage covenant in the 10.375% Senior Secured Notes may adversely affect our ability to issue new capitalized debt during the remainder of fiscal 2006. The senior secured credit facility requires us to comply with a fixed charge coverage ratio and a leverage ratio. Additional debt we incur in the future may subject us to further covenants.

        Our failure to comply with these covenants could result in a default under the agreements governing the relevant debt. In addition, if any such default is not cured or waived, the default could result in an acceleration of debt under our other debt instruments that contain cross acceleration or cross-default provisions, which could require us to repay or repurchase debt, together with accrued interest, prior to the date it otherwise is due and that could adversely affect our financial condition. If a default occurs under our senior secured credit facility, we would be unable to borrow under our revolving credit facility and the lenders could cause all of the outstanding debt obligations under the senior secured credit facility to become due and payable, which could result in a default under the 10.375% Senior Secured Notes and the 6³/4% Senior Subordinated Notes and could lead to an acceleration of these respective obligations. Upon a default or cross-default, the collateral agent, at the direction of the lenders under the senior secured credit facility could proceed against the collateral. Even if we are able to comply with all of the applicable covenants, the restrictions on our ability to manage our business in our sole discretion could adversely affect our business by, among other things, limiting our ability to take advantage of financings, mergers, acquisitions and other corporate opportunities that we believe would be beneficial to us.

An adverse change in the interest rates for our borrowings could adversely affect our financial condition.

        Interest to be paid by us on any borrowings under any of our credit facilities and other long-term debt obligations may be at interest rates that fluctuate based upon changes in various base interest rates. Recently, interest rates have trended upwards in major global financial markets. These interest rate trends have resulted in increases in the base rates upon which our interest rates are determined. Continued increases in interest rates could have a material adverse effect on our financial position, results of operations and cash flows, particularly if such increases are substantial. In addition, interest rate trends could affect global economic conditions.

We generally do not obtain long-term volume purchase commitments from customers, and, therefore, cancellations, reductions in production quantities and delays in production by our customers could adversely affect our operating results.

        We generally do not obtain firm, long-term purchase commitments from our customers. Customers may cancel their orders, reduce production quantities or delay production for a number of reasons. In

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the event our customers experience significant decreases in demand for their products and services, our customers may cancel orders, delay the delivery of some of the products that we manufacture or place purchase orders for fewer products than we previously anticipated. Even when our customers are contractually obligated to purchase products from us, we may be unable or, for other business reasons, choose not to enforce our contractual rights. Cancellations, reductions or delays of orders by customers would:

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adversely affect our operating results by reducing the volumes of products that we manufacture for our customers;



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delay or eliminate recoupment of our expenditures for inventory purchased in preparation for customer orders; and



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lower our asset utilization, which would result in lower gross margins.

        In addition, customers may require that we transfer the manufacture of their products from one facility to another to achieve cost reductions and other objectives. These transfers may result in increased costs to us due to resulting facility downtime or less than optimal utilization of our manufacturing capacity. These transfers may also require us to close or reduce operations at certain facilities, particularly those in high cost locations, and as a result we could incur increased costs for facilities closure, employee severance and related matters.

We rely on a small number of customers for a substantial portion of our net sales, and declines in sales to these customers could adversely affect our operating results.

        Sales to our ten largest customers accounted for 63.9% of our net sales in fiscal 2005 and sales to our largest customer, IBM, accounted for more than 10% of our net sales for that period. We depend on the continued growth, viability and financial stability of our customers, substantially all of which operate in an environment characterized by rapid technological change, short product life cycles, consolidation, and pricing and margin pressures. We expect to continue to depend upon a relatively small number of customers for a significant percentage of our revenue. Consolidation among our customers may further concentrate our business in a limited number of customers and expose us to increased risks relating to dependence on a small number of customers. In addition, a significant reduction in sales to any of our large customers or significant pricing and margin pressures exerted by a key customer would adversely affect our operating results. In December 2004, IBM announced that it was selling its personal computer business to Lenovo Group, Ltd., or Lenovo, a China-based manufacturer of personal computers. A substantial portion of our sales to IBM relate to personal computer products. In May 2005, we entered into a new supply agreement with Lenovo and IBM for personal computer manufacturing, which expires in the first half of fiscal 2006. In the event that we are unable to enter into new supply agreements with Lenovo for the former IBM personal computer business that was sold to Lenovo, our net sales and operating results could be adversely affected. In the past, some of our large customers have significantly reduced or delayed the volume of manufacturing services ordered from us as a result of changes in their business, consolidations or divestitures or for other reasons. In particular, certain of our customers have from time to time entered into manufacturing divestiture transactions with other EMS companies, and such transactions could adversely affect our revenues with these customers. We cannot assure you that present or future large customers will not terminate their manufacturing arrangements with us or significantly change, reduce or delay the amount of manufacturing services ordered from us, any of which would adversely affect our operating results.

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If our business declines or improves at a slower pace than we anticipate, we may further restructure our operations, which may adversely affect our financial condition and operating results.

        In January 2005, we revised our projected costs for our phase three restructuring plan to approximately $175 million. During the fourth quarter of fiscal 2004 and fiscal 2005, we incurred approximately $114.3 million of restructuring cost associated with this plan. As initially planned, we incurred approximately 92% of the charges as cash charges and approximately 8% as non-cash charges. We anticipate incurring additional restructuring charges in the first half of fiscal 2006 under our phase three restructuring plan which was approved by management in the fourth quarter of fiscal 2005. On October 12, 2005, we announced the restructuring of several European entities. We cannot be certain as to the actual amount of these restructuring charges or the timing of their recognition for financial reporting purposes. We may need to take additional restructuring charges in the future if our business declines or improves at a slower pace than we anticipate or if the expected benefits of recently completed and currently planned restructuring activities do not materialize. These benefits may not materialize if we incur unanticipated costs in closing facilities or transitioning operations from closed facilities to other facilities or if customers cancel orders as a result of facility closures. If we are unsuccessful in implementing our restructuring plans, we may experience disruptions in our operations and higher ongoing costs, which may adversely affect our operating results.

We are implementing our original design manufacturer, or ODM, strategy, which we expect will be a critical element of our future growth and profitability, and we may encounter difficulties in growing this business.

        We are implementing a strategy of offering original design manufacturer, or ODM, products and product platforms. ODM products and product platforms are either substantially finished products or product platforms that contain the electronics critical to the functionality of a finished product, such as a personal computer motherboard and chassis. By developing ODM products, we can increase the level of proprietary technology content we provide to our customers and our technologies can be designed into our customers' products. We began our ODM efforts in the area of server technology with our acquisition of Newisys and are now moving into other end markets. We may encounter unforeseen difficulties in connection with our ODM strategy including difficulties in identifying and targeting ODM opportunities, difficulties in achieving development timelines and difficulties in hiring and retaining qualified engineering and technical personnel. These or other factors could slow or impair our ODM initiatives, which would adversely affect our growth and profitability.

We are subject to intense competition in the EMS industry, and our business may be adversely affected by these competitive pressures.

        The EMS industry is highly competitive. We compete on a worldwide basis to provide electronics manufacturing services to OEMs in the communications, personal and business computing, enterprise computing and storage, multimedia, industrial and semiconductor capital equipment, defense and aerospace, medical and automotive industries. Our competitors include major global EMS providers such as Celestica, Inc., Flextronics International Ltd., Hon Hai (FoxConn), Jabil Circuit, Inc., and Solectron Corporation, as well as other EMS companies that often have a regional or product, service or industry specific focus. Some of these companies have greater manufacturing and financial resources than we do. We also face competition from current and potential OEM customers, who may elect to manufacture their own products internally rather than outsource the manufacturing to EMS providers.

        In addition to EMS companies, we also compete, with respect to certain of the EMS services we provide, with original design manufacturers, or ODMs. These companies, many of which are based in Asia, design products and product platforms that are then sold to OEMs, system integrators and others who configure and resell them to end users. To date, ODM penetration has been greatest in the personal computer, including both desktop and notebook computers, and server markets. However, the trend towards the use of ODM product platforms is moving into other segments of the electronics

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industry, including multimedia and other products. As we implement our ODM strategies, the extent to which we compete with both established and emerging ODMs in multiple end-customer markets is likely to increase.

        We expect competition to intensify further as more companies enter markets in which we operate and the OEMs we serve continue to consolidate. To remain competitive, we must continue to provide technologically advanced manufacturing services, high quality service, flexible and reliable delivery schedules, and competitive prices. Our failure to compete effectively could adversely affect our business and results of operations.

Consolidation in the electronics industry may adversely affect our business.

        In the current economic climate, consolidation in the electronics industry may increase as companies combine to achieve further economies of scale and other synergies. Consolidation in the electronics industry could result in an increase in excess manufacturing capacity as companies seek to divest manufacturing operations or eliminate duplicative product lines. Excess manufacturing capacity has increased, and may continue to increase, pricing and competitive pressures for the EMS industry as a whole and for us in particular. Consolidation could also result in an increasing number of very large electronics companies offering products in multiple sectors of the electronics industry. The significant purchasing power and market power of these large companies could increase pricing and competitive pressures for us. If one of our customers is acquired by another company that does not rely on us to provide services and has its own production facilities or relies on another provider of similar services, we may lose that customer's business. Any of the foregoing results of industry consolidation could adversely affect our business.

Our failure to comply with applicable environmental laws could adversely affect our business.

        We are subject to various federal, state, local and foreign environmental laws and regulations, including those governing the use, storage, discharge and disposal of hazardous substances and wastes in the ordinary course of our manufacturing operations. We also are subject to laws and regulations governing the recyclability of products, the materials that may be included in products, and the obligations of a manufacturer to dispose of these products after end users have finished using them. If we violate environmental laws, we may be held liable for damages and the costs of remedial actions and may be subject to revocation of permits necessary to conduct our businesses. We cannot assure you that we will not violate environmental laws and regulations in the future as a result of our inability to obtain permits, human error, equipment failure or other causes. Any permit revocations could require us to cease or limit production at one or more of our facilities, which could adversely affect our business, financial condition and operating results. Although we estimate our potential liability with respect to violations or alleged violations and reserve for such liability, we cannot assure you that any accruals will be sufficient to cover the actual costs that we incur as a result of these violations or alleged violations. Our failure to comply with applicable environmental laws and regulations could limit our ability to expand facilities or could require us to acquire costly equipment or to incur other significant expenses to comply with these laws and regulations.

        Over the years, environmental laws have become, and in the future may become, more stringent, imposing greater compliance costs and increasing risks and penalties associated with violations. We operate in several environmentally sensitive locations and are subject to potentially conflicting and changing regulatory agendas of political, business and environmental groups. Changes in or restrictions on discharge limits, emissions levels, permitting requirements and material storage or handling could require a higher than anticipated level of operating expenses and capital investment or, depending on the severity of the impact of the foregoing factors, costly plant relocation.

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        In addition, the electronics industry will become subject to the European Union's Restrictions of Hazardous Substances, or RoHS, and Waste Electrical and Electronic Equipment, or WEEE, directives which take effect during 2005 and 2006. Parallel initiatives are being proposed in other jurisdictions, including several states in the United States and the Peoples' Republic of China. RoHS prohibits the use of lead, mercury and certain other specified substances in electronics products and WEEE requires industry OEMs to assume responsibility for the collection, recycling and management of waste electronic products and components. We are in the process of making our manufacturing process RoHs compliant. In the case of WEEE, the compliance responsibility rests primarily with OEMs rather than with EMS companies. However, OEMs may turn to EMS companies for assistance in meeting their WEEE obligations. In the event we are not able to make our manufacturing obligations fully RoHS compliant by the applicable deadlines, we could be unable to certify compliance to our customers and could incur substantial costs, including fines and penalties, as well as liability to our customers. In addition, we may incur costs related to inventories containing restricted substances that are not consumed by the RoHS effective dates.

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

        We are potentially liable for contamination at our current and former facilities, including those of the companies we have acquired. These liabilities include ongoing investigation and remediation activities at a number of sites, including our facilities located in Irvine, California, (a non-operating facility acquired as part of our acquisition of Elexsys); Owego, New York (a current facility of our Hadco subsidiary); Derry, New Hampshire (a non-operating facility of our Hadco subsidiary); and Fort Lauderdale, Florida (a former facility of our Hadco subsidiary). Currently, we are unable to anticipate whether any third-party claims will be brought against us for this contamination. We cannot assure you that third-party claims will not arise and will not result in material liability to us. In addition, there are several sites, including our facilities in Wilmington, Massachusetts; Clinton, North Carolina; and Gunzenhausen, Germany that are known to have groundwater contamination caused by a third party, and that third party has provided indemnity to us for the liability. Although we do not currently expect to incur liability for clean-up costs or expenses at any of these sites, we cannot assure you that we will not incur such liability or that any such liability would not be material to our business and operating results in the future.

Our key personnel are critical to our business, and we cannot assure you that they will remain with us.

        Our success depends upon the continued service of our executive officers and other key personnel. Generally, these employees are not bound by employment or non-competition agreements. We cannot assure you that we will retain our officers and key employees, particularly our highly skilled design, process and test engineers involved in the manufacture of existing products and development of new products and processes. The competition for these employees is intense. In addition, if Jure Sola, our chairman and chief executive officer, or one or more of our other executive officers or key employees, were to join a competitor or otherwise compete directly or indirectly with us or otherwise be unavailable to us, our business, operating results and financial condition could be adversely affected.

Unanticipated changes in our tax rates or in our assessment of the realizability of our deferred tax assets or exposure to additional income tax liabilities could affect our operating results and financial condition.

        We are subject to income taxes in both the United States and various foreign jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes and, in the ordinary course of business, there are many transactions and calculations where the ultimate tax determination is uncertain. Our effective tax rates could be adversely affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets

9

and liabilities, changes in tax laws as well as other factors. For example, as a result of our continuous migration of certain operating activities from high-cost to low-cost regions, we determined during the second fiscal quarter of 2005 that it was more likely than not that certain of our deferred tax assets primarily relating to our U.S. operations would not be realized. As a result of this analysis, during the second quarter of fiscal 2005, we recorded an increase in our deferred tax asset valuation allowance of $379.2 million in accordance with Statement of Financial Accounting Standards No. 109 (SFAS 109). Our tax determinations are regularly subject to audit by tax authorities and developments in those audits could adversely affect our income tax provision. Although we believe that our tax estimates are reasonable, the final determination of tax audits or tax disputes may be different from what is reflected in our historical income tax provisions which could affect our operating results.

During the second quarter of fiscal 2005, we recorded a goodwill impairment loss of $600 million, and there can be no assurance that it will not be necessary to record additional goodwill impairment or long-lived asset impairment charges in the future.

        During the quarter ended April 2, 2005, we recorded a goodwill impairment loss of $600 million. The factors that led us to record a write-off of our deferred tax assets, which primarily related to U.S. operations, coupled with the recent decline in the market price of our common stock, led us to record this goodwill impairment loss. In particular, the shift of operations from U.S. facilities and other facilities in high cost locations to facilities in lower-cost locations has resulted in restructuring charges and a decline in sales with respect to our U.S. operations. In the event that the results of operations do not stabilize or improve, or the market price of our common stock declines further or does not rise, we could be required to record additional goodwill impairment or other long-lived asset impairment charges during fiscal 2006 or in future fiscal periods. Although these goodwill impairment charges are of a non-cash nature, they do adversely affect our results of operations in the periods in which such charges are recorded.

We are subject to risks arising from our international operations.

        We conduct our international operations primarily in Asia, Latin America, Canada and Europe and we continue to consider additional opportunities to make foreign acquisitions and construct new foreign facilities. We generated 76.2% of our net sales from non-U.S. operations during the fiscal year ended October 1, 2005, and a significant portion of our manufacturing material was provided by international suppliers during this period. During fiscal 2004, we generated 72.7% of our net sales from non-U.S. operations. As a result of our international operations, we are affected by economic and political conditions in foreign countries, including:

•

the imposition of government controls;



•

export license requirements;



•

political and economic instability;



•

trade restrictions;



•

changes in tariffs;



•

labor unrest and difficulties in staffing;



•

coordinating communications among and managing international operations;



•

fluctuations in currency exchange rates;



•

increases in duty and/or income tax rates;



•

earnings repatriation restrictions;

10

•

difficulties in obtaining export licenses;



•

misappropriation of intellectual property; and



•

constraints on our ability to maintain or increase prices.

        To respond to competitive pressures and customer requirements, we may further expand internationally in lower cost locations, particularly in Asia, Eastern Europe and Latin America. As we pursue continued expansion in these locations, we may incur additional capital expenditures. In addition, the cost structure in certain countries that are now viewed as low-cost may increase as economies develop or as such countries join multinational economic communities or organizations. For example, Hungary, in which we have operations, is in the process of joining the European Union, and it is possible that costs in Hungary could therefore increase. As a result, we may need to continue to seek out new locations with lower costs and the employee and infrastructure base to support electronics manufacturing. We cannot assure you that we will realize the anticipated strategic benefits of our international operations or that our international operations will contribute positively to, and not adversely affect, our business and operating results.

        In addition, during fiscal 2004 and fiscal 2005, the decline in the value of the U.S. dollar as compared to the Euro and many other currencies has resulted in foreign exchange losses. To date, these losses have not been material to our results of operations. However, continued fluctuations in the value of the U.S. dollar as compared to the Euro and other currencies in which we transact business could adversely affect our operating results.

We are subject to risks of currency fluctuations and related hedging operations.

        A portion of our business is conducted in currencies other than the U.S. dollar. Changes in exchange rates among other currencies and the U.S. dollar will affect our cost of sales, operating margins and revenues. We cannot predict the impact of future exchange rate fluctuations. In addition, certain of our subsidiaries that have non-U.S. dollar functional currencies transact business in U.S. dollars. We use financial instruments, primarily short-term foreign currency forward contracts, to hedge U.S. dollar and other currency commitments arising from trade accounts receivable, trade accounts payable and fixed purchase obligations. If these hedging activities are not successful or we change or reduce these hedging activities in the future, we may experience significant unexpected expenses from fluctuations in exchange rates.

We may not be successful in implementing strategic transactions, including business acquisitions, and we may encounter difficulties in completing and integrating acquired businesses or in realizing anticipated benefits of strategic transactions, which could adversely affect our operating results.

        We seek to undertake strategic transactions that give us the opportunity to access new customers and new end-customer markets, to obtain new manufacturing and service capabilities and technologies, to enter new geographic manufacturing locations markets, to lower our manufacturing costs and improve the margins on our product mix, and to further develop existing customer relationships. For example, early in fiscal 2005, we completed the acquisition of Pentex-Schweizer Circuits in order to provide lower cost printed circuit board manufacturing capacity in China. In addition, we will continue to pursue OEM divestiture transactions. Strategic transactions may involve difficulties, including the following:

•

integrating acquired operations and businesses;



•

allocating management resources;



•

scaling up production and coordinating management of operations at new sites;



•

managing and integrating operations in geographically dispersed locations;

11

•

maintaining customer, supplier or other favorable business relationships of acquired operations and terminating unfavorable relationships;



•

integrating the acquired company's systems into our management information systems;



•

addressing unforeseen liabilities of acquired businesses;



•

lack of experience operating in the geographic market or industry sector of the business acquired;



•

improving and expanding our management information systems to accommodate expanded operations; and



•

losing key employees of acquired operations.

        Any of these factors could prevent us from realizing the anticipated benefits of a strategic transaction, and our failure to realize these benefits could adversely affect our business and operating results. In addition, we may not be successful in identifying future strategic opportunities or in consummating any strategic transactions that we pursue on favorable terms, if at all. Although our goal is to improve our business and maximize stockholder value, any transactions that we complete may impair stockholder or debtholder value or otherwise adversely affect our business and the market price of our stock. Moreover, any such transaction may require us to incur related charges, and may pose significant integration challenges and/or management and business disruptions, any of which could harm our operating results and business.

If we are unable to protect our intellectual property or infringe or are alleged to infringe upon intellectual property of others, our operating results may be adversely affected.

        We rely on a combination of copyright, patent, trademark and trade secret laws and restrictions on disclosure to protect our intellectual property rights. As ODM services assume a greater degree of importance to our business, the extent to which we rely on intellectual property rights will increase. We cannot be certain that the steps we have taken will prevent unauthorized use of our technology. Our inability to protect our intellectual property rights could diminish or eliminate the competitive advantages that we derive from our proprietary technology.

        We may become involved in litigation in the future to protect our intellectual property or because others may allege that we infringe on their intellectual property. The likelihood of any such claims may increase as we increase the ODM aspects of our business. These claims and any resulting lawsuits could subject us to significant liability for damages and invalidate our proprietary rights. In addition, these lawsuits, regardless of their merits, likely would be time consuming and expensive to resolve and would divert management's time and attention. Any potential intellectual property litigation alleging our infringement of a third-party's intellectual property also could force us or our customers to:

•

stop producing products that use the challenged intellectual property;



•

obtain from the owner of the infringed intellectual property a license to sell the relevant technology at an additional cost, which license may not be available on reasonable terms, or at all; and



•

redesign those products or services that use the infringed technology.

        Any costs we incur from having to take any of these actions could be substantial.

We and the customers we serve are vulnerable to technological changes in the electronics industry.

        Our customers are primarily OEMs in the communications, high-end computing, personal computing, aerospace and defense, medical, industrial controls and multimedia sectors. These industry

12

sectors, and the electronics industry as a whole, are subject to rapid technological change and product obsolescence. If our customers are unable to develop products that keep pace with the changing technological environment, our customers' products could become obsolete, and the demand for our services could decline significantly. In addition, our customers may discontinue or modify products containing components that we manufacture, or develop products requiring new manufacturing processes. If we are unable to offer technologically advanced, easily adaptable and cost effective manufacturing services in response to changing customer requirements, demand for our services will decline. If our customers terminate their purchase orders with us or do not select us to manufacture their new products, our operating results could be adversely affected.

We may experience component shortages, which could cause us to delay shipments to customers and reduce our revenue and operating results.

        In the past from time to time, a number of components purchased by us and incorporated into assemblies and subassemblies produced by us have been subject to shortages. These components include application-specific integrated circuits, capacitors and connectors. As our business begins to improve following the economic downturn, we may experience component shortages from time to time. Unanticipated component shortages have prevented us from making scheduled shipments to customers in the past and may do so in the future. Our inability to make scheduled shipments could cause us to experience a shortfall in revenue, increase our costs and adversely affect our relationship with the affected customer and our reputation generally as a reliable service provider. Component shortages may also increase our cost of goods sold because we may be required to pay higher prices for components in short supply and redesign or reconfigure products to accommodate substitute components. In addition, we may purchase components in advance of our requirements for those components as a result of a threatened or anticipated shortage. In this event, we will incur additional inventory carrying costs, for which we may not be compensated, and have a heightened risk of exposure to inventory obsolescence. As a result, component shortages could adversely affect our operating results for a particular period due to the resulting revenue shortfall and increased manufacturing or component costs.

If we manufacture or design defective products, or if our manufacturing processes do not comply with applicable statutory and regulatory requirements, demand for our services may decline and we may be subject to liability claims.

        We manufacture products to our customers' specifications, and, in some cases, our manufacturing processes and facilities may need to comply with applicable statutory and regulatory requirements. For example, medical devices that we manufacture, as well as the facilities and manufacturing processes that we use to produce them, are regulated by the Food and Drug Administration. In addition, our customers' products and the manufacturing processes that we use to produce them often are highly complex. As a result, products that we manufacture or design may at times contain design or manufacturing defects, and our manufacturing processes may be subject to errors or not in compliance with applicable statutory and regulatory requirements. In addition, we are also involved in product and component design, and as we seek to grow our original design manufacturer business, this activity as well as the risk of design defects will increase. Defects in the products we manufacture or design may result in delayed shipments to customers or reduced or cancelled customer orders. If these defects or deficiencies are significant, our business reputation may also be damaged. The failure of the products that we manufacture or design or of our manufacturing processes and facilities to comply with applicable statutory and regulatory requirements may subject us to legal fines or penalties and, in some cases, require us to shut down or incur considerable expense to correct a manufacturing program or facility. In addition, these defects may result in liability claims against us. The magnitude of such claims may increase as we expand our medical, automotive, and aerospace and defense manufacturing services because defects in medical devices, automotive components, and aerospace and defense systems could

13

seriously harm users of these products. Even if our customers are responsible for the defects, they may not, or may not have the resources to, assume responsibility for any costs or liabilities arising from these defects.

Recently enacted changes in the securities laws and regulations have increased, and are likely to continue to increase, our costs.

        The Sarbanes-Oxley Act of 2002 that became law in July 2002 has required changes in some of our corporate governance, securities disclosure and compliance practices. In response to the requirements of that Act, the Securities and Exchange Commission and the NASDAQ National Market have promulgated new rules on a variety of subjects. Compliance with these new rules, particularly Section 404 of The Sarbanes-Oxley Act of 2002 regarding management's assessment of our internal control over financial reporting, has increased our legal and financial and accounting costs, and we expect these increased costs to continue indefinitely. We also expect these developments to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be forced to accept reduced coverage or incur substantially higher costs to obtain coverage. Likewise, these developments may make it more difficult for us to attract and retain qualified members of our board of directors or qualified executive officers.

We are subject to risks associated with natural disasters and global events.

        We conduct a significant portion of our activities including manufacturing, administration and data processing at facilities located in the State of California and other seismically active areas that have experienced major earthquakes in the past, as well as other natural disasters. Our insurance coverage with respect to natural disasters is limited and is subject to deductibles and coverage limits. Such coverage may not be adequate or continue to be available at commercially reasonable rates and terms. In the event of a major earthquake or other disaster affecting one or more of our facilities, it could significantly disrupt our operations, delay or prevent product manufacture and shipment for the time required to transfer production, repair, rebuild or replace the affected manufacturing facilities. This time frame could be lengthy, and result in significant expenses for repair and related costs. In addition, concerns about terrorism or an outbreak of epidemic diseases such as avian influenza or severe acute respiratory syndrome, or SARS could have a negative effect on travel and our business operations, and result in adverse consequences on our business and results of operations.

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FORWARD-LOOKING STATEMENTS

        This prospectus, any prospectus supplement and the documents we incorporate by reference in this prospectus contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements relate to our expectations for future events and time periods. All statements other than statements of historical fact are statements that could be deemed to be forward-looking statements, including any statements regarding:

•

trends in future revenues or results of operations, gross margin or operating margin, expenses, earnings or losses from operations, synergies or other financial items;



•

any statements of the plans, strategies and objectives of management for future operations;



•

any statements concerning developments, performance or industry ranking;



•

any statements regarding future economic conditions or performance;



•

any statements regarding pending investigations, claims or disputes;



•

any statements of expectation or belief; and



•

any statements of assumptions underlying any of the foregoing.

        Generally, the words "anticipate," "believe," "plan," "expect," "future," "intend," "may," "will," "should," "estimate," "predict," "potential," "continue" and similar expressions identify forward-looking statements. Our forward-looking statements are based on current expectations, forecasts and assumptions and are subject to risks, uncertainties and changes in condition, significance, value and effect. As a result of the factors described in this prospectus, any prospectus supplement and the documents we incorporate by reference in this prospectus, we undertake no obligation to publicly disclose any revisions to these forward-looking statements to reflect events or circumstances occurring subsequent to filing this report with the Securities and Exchange Commission.

15

USE OF PROCEEDS

        Unless otherwise indicated in the applicable prospectus supplement, we anticipate that the net proceeds from the sale of the securities that we may offer under this prospectus and any accompanying prospectus supplement will be used for general corporate purposes. We will have significant discretion in the use of any net proceeds. Investors will be relying on the judgment of our management regarding the application of the proceeds of any sale of the securities. We may invest the net proceeds temporarily until we use them for their stated purpose.

RATIO OF EARNINGS TO FIXED CHARGES

        The ratio of earnings to fixed charges for each of the periods indicated is as follows:

	Year Ended
	September 29, 2001		September 28, 2002	September 27, 2003	October 2, 2004		October 1, 2005
Ratio of earnings to fixed charges	2.2	x	—	—	1.0	x	—

        The ratio of earnings to fixed charges was computed by dividing earnings by fixed charges. For purposes of calculating the ratios, "earnings" consists of income (loss) before income taxes and loss from equity investees plus fixed charges, and "fixed charges" consists of interest expense, amortization of debt discount and debt issuance costs, and the portion of rental expense representative of interest expense. Earnings for fiscal 2002, fiscal 2003 and fiscal 2005 were insufficient to cover fixed charges by approximately $2.8 billion for fiscal 2002, approximately $191.9 million for fiscal 2003 and approximately $593.9 million for fiscal 2005. The loss before income taxes for fiscal 2002 included a goodwill impairment loss of $2.7 billion, the loss before income taxes for fiscal 2003 included an impairment of long-lived assets loss of $95.6 million and the loss before income taxes for fiscal 2005 included a goodwill impairment loss of $600 million.

LEGAL MATTERS

        The validity of the securities offered pursuant to this prospectus has been passed upon for us by our counsel, Wilson Sonsini Goodrich & Rosati, Professional Corporation, Palo Alto, California.

EXPERTS

        The consolidated financial statements of Sanmina-SCI Corporation and subsidiaries as of October 1, 2005 and October 2, 2004, and for each of the years in the three-year period ended October 1, 2005, and related financial statement schedule, and management's assessment of the effectiveness of internal control over financial reporting as of October 1, 2005 have been incorporated by reference herein in reliance upon reports of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

        The Securities and Exchange Commission allows us to "incorporate by reference" the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and information that we file later with the Securities and Exchange Commission will automatically update and supersede information included or previously incorporated by reference in this prospectus from the date we file the document containing such information. Except to the extent furnished and not filed with the Securities and Exchange Commission, we incorporate by reference the

16

documents listed below and any future filings we will make with the Securities and Exchange Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended.

        These reports contain important information about us. All documents that we file with the Securities and Exchange Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, other than information furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K or as otherwise permitted by Securities and Exchange Commission rules, from the date of this prospectus until the completion of the offering in the relevant prospectus supplement to which this prospectus relates or this offering is terminated, shall also be deemed to be incorporated herein by reference and will automatically update and supersede information included or previously incorporated by reference in this prospectus. The documents we incorporate by reference into this prospectus are:

•

Annual Report on Form 10-K for the year ended October 1, 2005 (including the information incorporated by reference from our definitive proxy statement relating to our 2006 annual meeting of stockholders);



•

Current Report on Form 8-K dated January 11, 2006 (announcing the departure of a principal officer); and



•

Current Report on Form 8-K dated January 30, 2006 (Exhibit 99.2 only, announcing GAAP consolidated condensed quarterly financial statements for the first quarter of fiscal 2006).

        Any statements made in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document that is also incorporated or deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

        You may request a copy of these filings (excluding exhibits, unless specifically incorporated by reference), at no cost, by writing or calling us at the following address or telephone number:

Investor Relations
Sanmina-SCI Corporation
2700 North First Street
San Jose, California 95134
Tel: (408) 964-3500

WHERE YOU CAN FIND MORE INFORMATION

        We are subject to the informational requirements of the Securities Exchange Act of 1934. We therefore file periodic reports, current reports, proxy statements and other information with the Securities and Exchange Commission. The public may read and copy any materials filed with the Securities and Exchange Commission at the Securities and Exchange Commission's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operations of the Public Reference Room may be obtained by calling the Securities and Exchange Commission at 1-800-Securities and Exchange Commission-0330. In addition, the Securities and Exchange Commission maintains an internet site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically. Except to the extent specifically incorporated by reference herein, information on the Securities and Exchange Commission's website does not constitute part of this prospectus.

        Our internet address is www.sanmina-sci.com. We make available, free of charge, through our internet website copies of our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and

17

amendments to those reports, if any, filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as soon as reasonably practicable after filing such material electronically or otherwise furnishing it to the Securities and Exchange Commission. Information contained on our website is not incorporated by reference to this report.

        We have filed a registration statement on Form S-3 regarding this offering with the Securities and Exchange Commission under the Securities Act of 1933. This prospectus, which constitutes a part of the registration statement, does not contain all the information contained in the registration statement, certain items of which are contained in exhibits to the registration statement as permitted by the rules and regulations of the Securities and Exchange Commission. You should refer to the registration statement and its exhibits to read that information. Statements made in this prospectus as to the content of any contract, agreement or other document are not necessarily complete and you should refer to the contracts, agreements and other documents attached exhibits to the registration statement for a more complete description of the agreements, contracts and other documents.

ABOUT THIS PROSPECTUS

        This prospectus is part of a "shelf" registration statement on Form S-3 that we filed with the Securities and Exchange Commission. Under this shelf process, we may sell senior subordinated debt securities from time to time in one or more offerings. Each time we sell any securities under this prospectus, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. To the extent there is a conflict between the information contained in this prospectus and any information incorporated by reference herein, on the one hand, and the information contained in any applicable prospectus supplement and any information incorporated by reference therein, on the other hand, you should rely on the information in the applicable prospectus supplement or incorporated by reference therein. You should read both this prospectus and any prospectus supplement together with additional information described below under the headings "Incorporation of Certain Information By Reference" and "Where You Can Find More Information."

        You should rely only on the information contained in this prospectus and the information to which we have referred you. We have not authorized any other person to provide you with information that is different. This prospectus may only be used where it is legal to sell these securities. The information in this prospectus may only be accurate as of the date of this document.

        Sanmina-SCI and the Sanmina-SCI logo are registered trademarks of Sanmina-SCI Corporation. All other brand names and trademarks appearing in this prospectus supplement or the accompanying prospectus are the property of their respective holders.

18

PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

        The following table sets forth the costs and expenses payable by the registrant in connection with the offerings described in this registration statement. In addition to the costs and expenses set forth below, the registrant will pay any selling commissions and brokerage fees and any applicable taxes, fees and disbursements with respect to securities registered hereby sold by the registrant. Except as to the amount set forth below, the registrant is deferring payment of the registration fee in reliance on Rule 456(b) and Rule 457(r) under the Securities Act of 1933. All of the amounts shown are estimates.

Securities and Exchange Commission registration fee		$	64,200	*
NASD fee			0
Legal fees and expenses			250,000
Accounting fees and expenses			150,000
Financial printers fees and expenses			50,000
Rating Agency Fees and Expenses			200,000
Miscellaneous expenses			85,800
	Total	$	800,000

*

The registrant is deferring payment of the registration fee in reliance on Rule 456(b) and Rule 457(r) under the Securities Act, except for $64,200 with respect to $600,000,000 proposed maximum aggregate offering price of senior subordinated notes which may be offered pursuant to the preliminary prospectus supplement filed on the date hereof and any amendment or supplement thereto.

Item 15. Indemnification of Directors and Officers

        Section 145 of the Delaware General Corporation Law permits a corporation to include in its charter documents, and in agreements between the corporation and its directors and officers, provisions expanding the scope of indemnification beyond that specifically provided by the current law.

        Article VIII of the registrant's Certificate of Incorporation provides for the indemnification of directors to the fullest extent permissible under Delaware Law.

        Article VI of the registrant's Bylaws provides for the indemnification of officers, directors and third parties acting on behalf of the corporation if such person acted in good faith and in a manner reasonably believed to be in and not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, the indemnified party had no reason to believe his conduct was unlawful.

        The registrant has entered into indemnification agreements with its directors and executive officers, in addition to indemnification provided for in the registrant's Bylaws, and intends to enter into indemnification agreements with any new directors and executive officers in the future.

        The general effect of Section 145 of the Delaware General Corporation Law, Sanmina-SCI's charter documents and the indemnification agreements is to provide indemnification to officers and directors for liabilities that may arise by reason of their status as officers or directors, other than liabilities arising from willful or intentional misconduct, acts or omissions not in good faith, unlawful distributions of corporate assets or transactions from which the officer or director derived an improper personal benefit.

        There is no litigation pending or, to the best of Sanmina-SCI's knowledge, threatened which might or could result in a claim for indemnification by a director or officer.

II-1

Item 16. Exhibits

Exhibit Number	Description of Exhibit	If Incorporated by Reference, Document with which Exhibit was contained herein with the Securities and Exchange Commission
1.1	Form of Senior Subordinated Underwriting Agreement.*
3.1	Restated Certificate of Incorporation of the Company, dated January 31, 1996	Exhibit 3.2 to the Company's Report on Form 10-K for the fiscal year ended September 30, 1996, Securities and Exchange Commission File No. 000-21272, filed with the Securities and Exchange Commission ("Securities and Exchange Commission") on December 24, 1996
3.1.1	Certificate of Amendment of the Restated Certificate of Incorporation of the Company, dated March 9, 2001	Exhibit 3.1(a) to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001, filed with the Securities and Exchange Commission on May 11, 2001
3.1.2	Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock of Company, dated May 29, 2001	Exhibit 3.1.2 to the Company's Registration Statement on Form S-4 filed with the Securities and Exchange Commission on August 10, 2001
3.1.3	Certificate of Amendment of the Restated Certificate of Incorporation of the Company, dated December 7, 2001	Exhibit 3.1.3 to the Company's Report on Form 10-K for the fiscal year ended September 29, 2001, filed with the Securities and Exchange Commission on December 21, 2001
3.1.4	Articles of Incorporation of Compatible Memory, Inc., filed with the California Secretary of State on July 14, 1997	Exhibit 3.1.14 to the Company's Registration Statement No. 333-103947
3.1.5	Articles of Incorporation of SCI Systems (Alabama), Inc., filed with the Alabama Secretary of State on January 4, 1988	Exhibit 3.1.15 to the Company's Registration Statement No. 333-103947
3.1.6	Articles of Amendment to the Articles of Incorporation of SCI Systems (Alabama), Inc. changing its name to Sanmina-SCI Systems (Alabama) Inc., filed with the Alabama Secretary of State on October 22, 2002	Exhibit 3.1.16 to the Company's Registration Statement No. 333-103947
3.1.7	Statement of Change of Registered Office or Registered Agent, or Both of SCI Systems (Alabama), Inc., filed with the Alabama Secretary of State on February 12, 1990	Exhibit 3.1.17 to the Company's Registration Statement No. 333-103947
3.1.8	Articles of Incorporation of SCI Enclosures (Denton), Inc., filed with the Texas Secretary of State on June 12, 2001	Exhibit 3.1.29 to the Company's Registration Statement No. 333-103947

*

To be filed by amendment, or documents filed pursuant to the Securities Exchange Act of 1934, as amended, that are incorporated or deemed incorporated by reference into the prospectus.

II-2

Exhibit Number	Description of Exhibit	If Incorporated by Reference, Document with which Exhibit was contained herein with the Securities and Exchange Commission
3.1.9	Articles of Merger of Hartzell Manufacturing, Incorporated with and into SCI Enclosures (Denton), Inc., filed with the Texas Secretary of State on June 29, 2001	Exhibit 3.1.30 to the Company's Registration Statement No. 333-103947
3.1.10	Assumed Name Certificate for Filing with the Secretary of State, of SCI Enclosures (Denton), Inc., filed with the Texas Secretary of State on August 24, 2001	Exhibit 3.1.31 to the Company's Registration Statement No. 333-103947
3.1.11	Articles of Amendment to the Articles of Incorporation of SCI Enclosures (Denton), Inc. changing its name to Sanmina-SCI Systems Enclosures (Denton) Inc., filed with the Texas Secretary of State on December 23, 2003	Exhibit 3.1.11 to the Company's Registration Statement No. 333-124510
3.1.12	Articles of Incorporation of Scimex, Inc., as filed with the Alabama Secretary of State on March 24, 1987	Exhibit 3.1.32 to the Company's Registration Statement No. 333-103947
3.1.13	Statement of Change of Registered Office or Registered Agent, or Both of Scimex, Inc., filed with the Alabama Secretary of State on February 12, 1990	Exhibit 3.1.33 to the Company's Registration Statement No. 333-103947
3.1.14	Amended and Restated Certificate of Incorporation of Zycon Corporation, filed with the Delaware Secretary of State on January 10, 1997	Exhibit 3.1.34 to the Company's Registration Statement No. 333-103947
3.1.15	Certificate of Amendment of Amended and Restated Certificate of Incorporation of Zycon Corporation changing its name to Hadco Santa Clara, Inc., filed with the Delaware Secretary of State on July 10, 1997	Exhibit 3.1.35 to the Company's Registration Statement No. 333-103947
3.1.16	Articles of Incorporation of Devtek Electronic Enclosures U.S.A. Inc., filed with the North Carolina Secretary of State on July 3, 1995	Exhibit 3.1.36 to the Company's Registration Statement No. 333-103947
3.1.17	Articles of Amendment of Devtek Electronic Enclosures U.S.A. Inc. changing its name to Sanmina Enclosure Systems USA Inc., filed with the North Carolina Secretary of State on July 3, 1995	Exhibit 3.1.37 to the Company's Registration Statement No. 333-103947
3.1.18	Articles of Amendment to the Articles of Incorporation of Sanmina Enclosure Systems (USA) Inc. changing its name to Sanmina-SCI Enclosures USA Inc., filed with the North Carolina Secretary of State on December 29, 2003	Exhibit 3.1.18 to the Company's Registration Statement No. 333-124510

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3.1.19	Articles of Incorporation of SCI Technology, Inc., filed with the Alabama Secretary of State on May 9, 1984	Exhibit 3.1.38 to the Company's Registration Statement No. 333-103947
3.1.20	Statement of Change of Registered Office or Registered Agent, or Both of SCI Technology, Inc., filed with the Alabama Secretary of State on April 1, 1987	Exhibit 3.1.39 to the Company's Registration Statement No. 333-103947
3.1.21	Statement of Change of Registered Office or Registered Agent, or Both of SCI Technology, Inc., filed with the Alabama Secretary of State on February 12, 1990	Exhibit 3.1.40 to the Company's Registration Statement No. 333-103947
3.1.22	Articles of Merger of SCI Systems Colorado, Inc. with and into SCI Technology, Inc., filed with the Alabama Secretary of State on June 29, 1998	Exhibit 3.1.41 to the Company's Registration Statement No. 333-103947
3.1.23	Articles of Merger of AWI, Colorado Manufacturing Technology, Inc. and SCI Manufacturing, Inc. with and into SCI Technology, Inc., filed with the Alabama Secretary of State on January 31, 1990	Exhibit 3.1.42 to the Company's Registration Statement No. 333-103947
3.1.24	Articles of Merger of SCI/EOG Holdings, Inc. with and into SCI Technology, Inc., filed with the Alabama Secretary of State on June 29, 2001 (effective June 30, 2001)	Exhibit 3.1.43 to the Company's Registration Statement No. 333-103947
3.1.25	Articles of Merger of EOG, Inc. with and into SCI Technology, Inc., filed with the Alabama Secretary of State on June 29, 2001 (effective June 30, 2001)	Exhibit 3.1.44 to the Company's Registration Statement No. 333-103947
3.1.26	Amended and Restated Articles of Incorporation of Viking Components Incorporated, filed with the California Secretary of State on December 17, 2002	Exhibit 3.1.48 to the Company's Registration Statement No. 333-103947
3.1.27	Certificate of Approval of Agreement of Merger between Viking Components Incorporated and Interworks Computer Products, Inc., filed with the California Secretary of State on September 27, 2003	Exhibit 3.1.27 to the Company's Registration Statement No. 333-124510
3.1.28	Certificate of Amendment of the Articles of Incorporation of Viking Components Incorporated changing its name to Viking Interworks Inc., filed with the California Secretary of State on December 24, 2003	Exhibit 3.1.28 to the Company's Registration Statement No. 333-124510
3.1.29	Restated Articles of Organization of Hadco Corporation, filed with the Massachusetts Secretary of State on March 1, 1989	Exhibit 3.1.54 to the Company's Registration Statement No. 333-103947

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3.1.30	Articles of Merger of Parent and Subsidiary Corporations of Hadco Corporation, filed with the Massachusetts Secretary of State on July 1, 1997	Exhibit 3.1.55 to the Company's Registration Statement No. 333-103947
3.1.31	Articles of Amendment of Hadco Corporation, filed with the Massachusetts Secretary of State on March 4, 1998	Exhibit 3.1.56 to the Company's Registration Statement No. 333-103947
3.1.32	Articles of Merger of SANM Acquisition Subsidiary, Inc. with and into Hadco Corporation, filed with the Massachusetts Secretary of State on June 23, 2000	Exhibit 3.1.57 to the Company's Registration Statement No. 333-103947
3.1.33	Articles of Merger of Parent and Subsidiary Corporations of Hadco Corporation, filed with the Massachusetts Secretary of State on September 28, 2001	Exhibit 3.1.58 to the Company's Registration Statement No. 333-103947
3.1.34	Restated Certificate of Incorporation of SCI Systems, Inc., attached as Exhibit A to Certificate of Merger of Sun Acquisition Subsidiary, Inc. with and into SCI Systems, Inc., filed with the Delaware Secretary of State on December 6, 2001	Exhibit 3.1.59 to the Company's Registration Statement No. 333-103947
3.1.35	Certificate of Merger merging Sanmina Canada Holdings, Inc. with and into SCI Systems, Inc., filed with the Delaware Secretary of State on September 25, 2003	Exhibit 3.1.35 to the Company's Registration Statement No. 333-124510
3.1.36	Certificate of Incorporation of SCI U.K. Holding, Inc., filed with the Delaware Secretary of State on July 13, 1984	Exhibit 3.1.60 to the Company's Registration Statement No. 333-103947
3.1.37	Certificate of Amendment of Certificate of Incorporation of SCI U.K. Holding, Inc., filed with the Delaware Secretary of State on May 17, 1985	Exhibit 3.1.61 to the Company's Registration Statement No. 333-103947
3.1.38	Certificate of Ownership and Merger merging SCI U.K. Trading, Inc. into SCI U.K. Holding, Inc., filed with the Delaware Secretary of State on November 9, 1987	Exhibit 3.1.62 to the Company's Registration Statement No. 333-103947
3.1.39	Certificate for Renewal and Revival of Certificate of Incorporation of SCI U.K. Holding, Inc., filed with the Delaware Secretary of State on March 24, 1993	Exhibit 3.1.63 to the Company's Registration Statement No. 333-103947
3.1.40	Certificate of Amendment of Certificate of Incorporation of SCI U.K. Holding, Inc. changing its name to SCI Holdings, Inc., filed with the Delaware Secretary of State on March 24, 1993	Exhibit 3.1.64 to the Company's Registration Statement No. 333-103947

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3.1.41	Certificate of Amendment to the Certificate of Incorporation of SCI Holdings, Inc. changing its name to Sanmina-SCI Systems Holdings, Inc., filed with the Delaware Secretary of State on December 23, 2003	Exhibit 3.1.41 to the Company's Registration Statement No. 333-124510
3.1.42	Certificate of Incorporation of Interagency, Inc., filed with the Delaware Secretary of State on July 3, 1973	Exhibit 3.1.65 to the Company's Registration Statement No. 333-103947
3.1.43	Sixth Amended and Restated Certificate of Incorporation of Newisys, Inc., filed with the Delaware Secretary of State on October 24, 2002	Exhibit 3.1.43 to the Company's Registration Statement No. 333-124510
3.1.44	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Newisys, Inc., filed with the Delaware Secretary of State on July 16, 2003	Exhibit 3.1.44 to the Company's Registration Statement No. 333-124510
3.1.45	Certificate of Merger merging Aspen Acquisition Subsidiary, Inc. with and into Newisys, Inc., filed with the Delaware Secretary of State on July 21, 2003	Exhibit 3.1.45 to the Company's Registration Statement No. 333-124510
3.1.46	Articles of Organization of SCI Plant No. 5, L.L.C., filed with the Alabama Secretary of State on August 16, 1999	Exhibit 3.1.10 to the Company's Registration Statement No. 333-103947
3.1.47	Articles of Organization of SCI Plant No. 22, L.L.C., filed with the Colorado Secretary of State on March 31, 2000	Exhibit 3.1.19 to the Company's Registration Statement No. 333-103947
3.1.48	Certificate of Formation of Sanmina General, L.L.C., filed with the Delaware Secretary of State on December 30, 1999	Exhibit 3.1.46 to the Company's Registration Statement No. 333-103947
3.1.49	Certificate of Formation of Sanmina Limited, L.L.C., filed with the Delaware Secretary of State on December 30, 1999	Exhibit 3.1.47 to the Company's Registration Statement No. 333-103947
3.1.50	Articles of Conversion of Sanmina Cable Systems, Inc. into Sanmina Texas, L.P., filed with the Texas Secretary of State on January 5, 2000	Exhibit 3.1.49 to the Company's Registration Statement No. 333-103947
3.1.51	Assumed Name Certificate for Incorporated Business or Profession, Limited Partnership, Registered Limited Liability Partnership or Limited Liability Company of Sanmina Texas, L.P., filed with the Texas Secretary of State on January 7, 2000	Exhibit 3.1.50 to the Company's Registration Statement No. 333-103947
3.1.52	Statement of Change of Address of Registered Agent of Sanmina Texas, L.P., filed with the Texas Secretary of State on April 26, 2004	Exhibit 3.1.52 to the Company's Registration Statement No. 333-124510

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3.1.53	Certificate of Incorporation of Sanmina-SCI USA, Inc., filed with the Delaware Secretary of State on September 22, 2005
3.2	Amended and Restated By-Laws of the Company, effective as of January 25, 2006
3.2.1	Amended and Restated Bylaws of Compatible Memory, Inc., effective as of November 25, 2002	Exhibit 3.2.5 to the Company's Registration Statement No. 333-103947
3.2.2	By-Laws of SCI Systems (Alabama), Inc., effective as of October 29, 1993	Exhibit 3.2.6 to the Company's Registration Statement No. 333-103947
3.2.3	Bylaws of Newisys, Inc., effective as of July 1, 2003	Exhibit 3.2.3 to the Company's Registration Statement No. 333-124510
3.2.4	Amended and Restated Bylaws of SCI Enclosures (Denton), Inc., effective as of November 25, 2002	Exhibit 3.2.10 to the Company's Registration Statement No. 333-103947
3.2.5	Amended and Restated Bylaws of Scimex, Inc., effective as of September 15, 2003	Exhibit 3.2.5 to the Company's Registration Statement No. 333-124510
3.2.6	Amended and Restated Bylaws of Hadco Santa Clara, Inc., effective as of November 25, 2002	Exhibit 3.2.12 to the Company's Registration Statement No. 333-103947
3.2.7	Bylaws of Sanmina Enclosure Systems USA Inc., effective as of December 19, 2002	Exhibit 3.2.13 to the Company's Registration Statement No. 333-103947
3.2.8	Amended and Restated Bylaws of SCI Systems, Inc., effective as of September 15, 2003	Exhibit 3.2.8 to the Company's Registration Statement No. 333-124510
3.2.9	Amended and Restated By-Laws of SCI Technology, Inc.	Exhibit 3.2.14 to the Company's Registration Statement No. 333-103947
3.2.10	Amended and Restated Bylaws of Viking Components Incorporated, effective as of November 25, 2002	Exhibit 3.2.18 to the Company's Registration Statement No. 333-103947
3.2.11	By-Laws of Hadco Corporation, effective as of June 23, 2000	Exhibit 3.2.21 to the Company's Registration Statement No. 333-103947
3.2.12	Amended and Restated By-Laws of SCI U.K. Holding, Inc.	Exhibit 3.2.23 to the Company's Registration Statement No. 333-103947
3.2.13	Amended and Restated By-Laws of Interagency, Inc., effective as of August 23, 2002	Exhibit 3.2.24 to the Company's Registration Statement No. 333-103947
3.2.14	Operating Agreement of SCI Plant No. 22, L.L.C., effective as of March 31, 2000	Exhibit 3.2.8 to the Company's Registration Statement No. 333-103947
3.2.15	Operating Agreement of Sanmina General, L.L.C., effective as of December 31, 1999	Exhibit 3.2.16 to the Company's Registration Statement No. 333-103947
3.2.16	Operating Agreement of Sanmina Limited, L.L.C., effective as of December 31, 1999	Exhibit 3.2.17 to the Company's Registration Statement No. 333-103947

II-7

3.2.17	Agreement of Limited Partnership of Sanmina Texas, L.P., effective as of January 5, 2000	Exhibit 3.2.19 to the Company's Registration Statement No. 333-103947
3.2.18	Bylaws of Sanmina-SCI USA, Inc., effective as of September 22, 2005
4.1	Form of Senior Subordinated Indenture
4.2	Form of Senior Subordinated Note (included in Exhibit 4.1)
5.1	Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
12.1	Statement re: Computation of Earnings to Fixed Charges
23.1	Consent of independent registered public accounting firm
24.1	Power of Attorney (included on signature page herein)
25.1	Form T-1 Statement of Eligibility of Trustee for Senior Subordinated Indenture under the Trust Indenture Act of 1939

II-8

Item 17. Undertakings

(a)

The undersigned registrant hereby undertakes:

        (1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

         (ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

        (iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that,

        (A)  Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

        (2)   That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        (4)   That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

        (A)  Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

        (B)  Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration

II-9

statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

        (5)   That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

        The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

          (i)  Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

         (ii)  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

        (iii)  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

        (iv)  Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

        (b)   The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (c)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue

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        (d)   The undersigned registrant hereby undertakes that:

        (1)   For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective.

        (2)   For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-11

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on the 30^th day of January, 2006.

SANMINA-SCI CORPORATION
By:	/s/  JURE SOLA Jure Sola Chairman and Chief Executive Officer (Principal Executive Officer)

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, hereby constitutes and appoints Jure Sola and David L. White, or either of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to the registration statement, including post-effective amendments, and registration statements filed pursuant to Rule 462 under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and does hereby grant unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been duly signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  JURE SOLA Jure Sola	Chief Executive Officer and Director (Principal Executive Officer)	January 30, 2006
/s/  DAVID L. WHITE David L. White	Chief Financial Officer (Principal Financial Officer)	January 30, 2006
/s/  TODD SCHULL Todd Schull	Senior Vice President and Corporate Controller (Principal Accounting Officer)	January 30, 2006
/s/  NEIL R. BONKE Neil R. Bonke	Director	January 30, 2006

II-12

/s/  ALAIN COUDER Alain Couder	Director	January 30, 2006
/s/  MARIO M. ROSATI Mario M. Rosati	Director	January 30, 2006
/s/  A. EUGENE SAPP, JR. A. Eugene Sapp, Jr.	Director	January 30, 2006
/s/  WAYNE SHORTRIDGE Wayne Shortridge	Director	January 30, 2006
/s/  PETER J. SIMONE Peter J. Simone	Director	January 30, 2006
/s/  JACQUELYN M. WARD Jacquelyn M. Ward	Director	January 30, 2006

II-13

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, each of the Registrants certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on the 30^th day of January, 2006.

COMPATIBLE MEMORY, INC. HADCO CORPORATION HADCO SANTA CLARA, INC. NEWISYS, INC. SANMINA-SCI ENCLOSURES USA INC. SANMINA-SCI SYSTEMS (ALABAMA) INC. SANMINA-SCI SYSTEMS ENCLOSURES     (DENTON) INC. SANMINA-SCI USA, INC. INTERAGENCY, INC. SANMINA-SCI SYSTEMS HOLDINGS, INC. SCI SYSTEMS, INC. SCIMEX, INC. VIKING INTERWORKS INC.
By:	/s/  JURE SOLA Name: Jure Sola Title: Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, hereby constitutes and appoints Jure Sola and David L. White, or either of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to the registration statement, including post-effective amendments, and registration statements filed pursuant to Rule 462 under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and does hereby grant unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been duly signed on the 30^th day of January, 2006, by the following persons in the capacities indicated.

Signature	Title	Date
/s/  JURE SOLA Jure Sola	Chief Executive Officer of each of the additional registrants listed directly above (Principal Executive Officer).	January 30, 2006

II-14

/s/  DAVID L. WHITE David L. White	Chief Financial Officer of each of the additional registrants listed directly above (Principal Financial and Accounting Officer)	January 30, 2006
/s/  STEVEN H. JACKMAN Steven H. Jackman	Director of each of the additional registrants listed directly above	January 30, 2006
/s/  SHELLY L. BYERS Shelly L. Byers	Director of each of the additional registrants listed directly above	January 30, 2006

II-15

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on the 30^th day of January, 2006.

SCI TECHNOLOGY, INC.
By:	/s/  JURE SOLA Jure Sola Title: President

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, hereby constitutes and appoints Jure Sola, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to the registration statement, including post-effective amendments, and registration statements filed pursuant to Rule 462 under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and does hereby grant unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been duly signed on the 30^th day of January, 2006, by the following persons in the capacities indicated.

Signature	Title	Date
/s/  JOHN CHIGBU John Chigbu	Chief Executive Officer (Principal Executive Officer) and Director	January 30, 2006
/s/  WALTER BOILEAU Walter Boileau	Treasurer (Principal Financial and Accounting Officer)	January 30, 2006
/s/  GEORGE KING George King	Director	January 30, 2006
/s/  STEVEN H. JACKMAN Steven H. Jackman	Director	January 30, 2006

II-16

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on the 30^th day of January, 2006.

SCI PLANT NO. 5, L.L.C.
By:	SANMINA-SCI Systems (Alabama) Inc., its Sole Member
By:	/s/  JURE SOLA Name: Jure Sola Title: Chief Executive Officer

II-17

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on the 30^th day of January, 2006.

SCI PLANT NO. 22, L.L.C.
By:	SCI TECHNOLOGY, INC., its Sole Member
By:	/s/  JURE SOLA Name: Jure Sola Title: President

II-18

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on the 30^th day of January, 2006.

SANMINA GENERAL, L.L.C. SANMINA LIMITED, L.L.C.
All by: SANMINA-SCI CORPORATION, their Sole Member
By:	/s/  JURE SOLA Name: Jure Sola Title: Chief Executive Officer

II-19

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of California, on the 30^th day of January, 2006.

SANMINA TEXAS, L.P.
By:	SANMINA GENERAL, L.L.C., its General Partner
By:	SANMINA-SCI CORPORATION, its Sole Member
By:	/s/  JURE SOLA Name: Jure Sola Title: Chief Executive Officer

II-20

Index to the Exhibits

Exhibit Number	Description of Exhibit	If Incorporated by Reference, Document with which Exhibit was contained herein with the Securities and Exchange Commission
1.1	Form of Senior Subordinated Underwriting Agreement.*
3.1	Restated Certificate of Incorporation of the Company, dated January 31, 1996	Exhibit 3.2 to the Company's Report on Form 10-K for the fiscal year ended September 30, 1996, Securities and Exchange Commission File No. 000-21272, filed with the Securities and Exchange Commission ("Securities and Exchange Commission") on December 24, 1996
3.1.1	Certificate of Amendment of the Restated Certificate of Incorporation of the Company, dated March 9, 2001	Exhibit 3.1(a) to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001, filed with the Securities and Exchange Commission on May 11, 2001
3.1.2	Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock of Company, dated May 29, 2001	Exhibit 3.1.2 to the Company's Registration Statement on Form S-4 filed with the Securities and Exchange Commission on August 10, 2001
3.1.3	Certificate of Amendment of the Restated Certificate of Incorporation of the Company, dated December 7, 2001	Exhibit 3.1.3 to the Company's Report on Form 10-K for the fiscal year ended September 29, 2001, filed with the Securities and Exchange Commission on December 21, 2001
3.1.4	Articles of Incorporation of Compatible Memory, Inc., filed with the California Secretary of State on July 14, 1997	Exhibit 3.1.14 to the Company's Registration Statement No. 333-103947
3.1.5	Articles of Incorporation of SCI Systems (Alabama), Inc., filed with the Alabama Secretary of State on January 4, 1988	Exhibit 3.1.15 to the Company's Registration Statement No. 333-103947
3.1.6	Articles of Amendment to the Articles of Incorporation of SCI Systems (Alabama), Inc. changing its name to Sanmina-SCI Systems (Alabama) Inc., filed with the Alabama Secretary of State on October 22, 2002	Exhibit 3.1.16 to the Company's Registration Statement No. 333-103947
3.1.7	Statement of Change of Registered Office or Registered Agent, or Both of SCI Systems (Alabama), Inc., filed with the Alabama Secretary of State on February 12, 1990	Exhibit 3.1.17 to the Company's Registration Statement No. 333-103947
3.1.8	Articles of Incorporation of SCI Enclosures (Denton), Inc., filed with the Texas Secretary of State on June 12, 2001	Exhibit 3.1.29 to the Company's Registration Statement No. 333-103947

*

To be filed by amendment, or documents filed pursuant to the Securities Exchange Act of 1934, as amended, that are incorporated or deemed incorporated by reference into the prospectus.

Exhibit Number	Description of Exhibit	If Incorporated by Reference, Document with which Exhibit was contained herein with the Securities and Exchange Commission
3.1.9	Articles of Merger of Hartzell Manufacturing, Incorporated with and into SCI Enclosures (Denton), Inc., filed with the Texas Secretary of State on June 29, 2001	Exhibit 3.1.30 to the Company's Registration Statement No. 333-103947
3.1.10	Assumed Name Certificate for Filing with the Secretary of State, of SCI Enclosures (Denton), Inc., filed with the Texas Secretary of State on August 24, 2001	Exhibit 3.1.31 to the Company's Registration Statement No. 333-103947
3.1.11	Articles of Amendment to the Articles of Incorporation of SCI Enclosures (Denton), Inc. changing its name to Sanmina-SCI Systems Enclosures (Denton) Inc., filed with the Texas Secretary of State on December 23, 2003	Exhibit 3.1.11 to the Company's Registration Statement No. 333-124510
3.1.12	Articles of Incorporation of Scimex, Inc., as filed with the Alabama Secretary of State on March 24, 1987	Exhibit 3.1.32 to the Company's Registration Statement No. 333-103947
3.1.13	Statement of Change of Registered Office or Registered Agent, or Both of Scimex, Inc., filed with the Alabama Secretary of State on February 12, 1990	Exhibit 3.1.33 to the Company's Registration Statement No. 333-103947
3.1.14	Amended and Restated Certificate of Incorporation of Zycon Corporation, filed with the Delaware Secretary of State on January 10, 1997	Exhibit 3.1.34 to the Company's Registration Statement No. 333-103947
3.1.15	Certificate of Amendment of Amended and Restated Certificate of Incorporation of Zycon Corporation changing its name to Hadco Santa Clara, Inc., filed with the Delaware Secretary of State on July 10, 1997	Exhibit 3.1.35 to the Company's Registration Statement No. 333-103947
3.1.16	Articles of Incorporation of Devtek Electronic Enclosures U.S.A. Inc., filed with the North Carolina Secretary of State on July 3, 1995	Exhibit 3.1.36 to the Company's Registration Statement No. 333-103947
3.1.17	Articles of Amendment of Devtek Electronic Enclosures U.S.A. Inc. changing its name to Sanmina Enclosure Systems USA Inc., filed with the North Carolina Secretary of State on July 3, 1995	Exhibit 3.1.37 to the Company's Registration Statement No. 333-103947
3.1.18	Articles of Amendment to the Articles of Incorporation of Sanmina Enclosure Systems (USA) Inc. changing its name to Sanmina-SCI Enclosures USA Inc., filed with the North Carolina Secretary of State on December 29, 2003	Exhibit 3.1.18 to the Company's Registration Statement No. 333-124510
3.1.19	Articles of Incorporation of SCI Technology, Inc., filed with the Alabama Secretary of State on May 9, 1984	Exhibit 3.1.38 to the Company's Registration Statement No. 333-103947

3.1.20	Statement of Change of Registered Office or Registered Agent, or Both of SCI Technology, Inc., filed with the Alabama Secretary of State on April 1, 1987	Exhibit 3.1.39 to the Company's Registration Statement No. 333-103947
3.1.21	Statement of Change of Registered Office or Registered Agent, or Both of SCI Technology, Inc., filed with the Alabama Secretary of State on February 12, 1990	Exhibit 3.1.40 to the Company's Registration Statement No. 333-103947
3.1.22	Articles of Merger of SCI Systems Colorado, Inc. with and into SCI Technology, Inc., filed with the Alabama Secretary of State on June 29, 1998	Exhibit 3.1.41 to the Company's Registration Statement No. 333-103947
3.1.23	Articles of Merger of AWI, Colorado Manufacturing Technology, Inc. and SCI Manufacturing, Inc. with and into SCI Technology, Inc., filed with the Alabama Secretary of State on January 31, 1990	Exhibit 3.1.42 to the Company's Registration Statement No. 333-103947
3.1.24	Articles of Merger of SCI/EOG Holdings, Inc. with and into SCI Technology, Inc., filed with the Alabama Secretary of State on June 29, 2001 (effective June 30, 2001)	Exhibit 3.1.43 to the Company's Registration Statement No. 333-103947
3.1.25	Articles of Merger of EOG, Inc. with and into SCI Technology, Inc., filed with the Alabama Secretary of State on June 29, 2001 (effective June 30, 2001)	Exhibit 3.1.44 to the Company's Registration Statement No. 333-103947
3.1.26	Amended and Restated Articles of Incorporation of Viking Components Incorporated, filed with the California Secretary of State on December 17, 2002	Exhibit 3.1.48 to the Company's Registration Statement No. 333-103947
3.1.27	Certificate of Approval of Agreement of Merger between Viking Components Incorporated and Interworks Computer Products, Inc., filed with the California Secretary of State on September 27, 2003	Exhibit 3.1.27 to the Company's Registration Statement No. 333-124510
3.1.28	Certificate of Amendment of the Articles of Incorporation of Viking Components Incorporated changing its name to Viking Interworks Inc., filed with the California Secretary of State on December 24, 2003	Exhibit 3.1.28 to the Company's Registration Statement No. 333-124510
3.1.29	Restated Articles of Organization of Hadco Corporation, filed with the Massachusetts Secretary of State on March 1, 1989	Exhibit 3.1.54 to the Company's Registration Statement No. 333-103947
3.1.30	Articles of Merger of Parent and Subsidiary Corporations of Hadco Corporation, filed with the Massachusetts Secretary of State on July 1, 1997	Exhibit 3.1.55 to the Company's Registration Statement No. 333-103947
3.1.31	Articles of Amendment of Hadco Corporation, filed with the Massachusetts Secretary of State on March 4, 1998	Exhibit 3.1.56 to the Company's Registration Statement No. 333-103947

3.1.32	Articles of Merger of SANM Acquisition Subsidiary, Inc. with and into Hadco Corporation, filed with the Massachusetts Secretary of State on June 23, 2000	Exhibit 3.1.57 to the Company's Registration Statement No. 333-103947
3.1.33	Articles of Merger of Parent and Subsidiary Corporations of Hadco Corporation, filed with the Massachusetts Secretary of State on September 28, 2001	Exhibit 3.1.58 to the Company's Registration Statement No. 333-103947
3.1.34	Restated Certificate of Incorporation of SCI Systems, Inc., attached as Exhibit A to Certificate of Merger of Sun Acquisition Subsidiary, Inc. with and into SCI Systems, Inc., filed with the Delaware Secretary of State on December 6, 2001	Exhibit 3.1.59 to the Company's Registration Statement No. 333-103947
3.1.35	Certificate of Merger merging Sanmina Canada Holdings, Inc. with and into SCI Systems, Inc., filed with the Delaware Secretary of State on September 25, 2003	Exhibit 3.1.35 to the Company's Registration Statement No. 333-124510
3.1.36	Certificate of Incorporation of SCI U.K. Holding, Inc., filed with the Delaware Secretary of State on July 13, 1984	Exhibit 3.1.60 to the Company's Registration Statement No. 333-103947
3.1.37	Certificate of Amendment of Certificate of Incorporation of SCI U.K. Holding, Inc., filed with the Delaware Secretary of State on May 17, 1985	Exhibit 3.1.61 to the Company's Registration Statement No. 333-103947
3.1.38	Certificate of Ownership and Merger merging SCI U.K. Trading, Inc. into SCI U.K. Holding, Inc., filed with the Delaware Secretary of State on November 9, 1987	Exhibit 3.1.62 to the Company's Registration Statement No. 333-103947
3.1.39	Certificate for Renewal and Revival of Certificate of Incorporation of SCI U.K. Holding, Inc., filed with the Delaware Secretary of State on March 24, 1993	Exhibit 3.1.63 to the Company's Registration Statement No. 333-103947
3.1.40	Certificate of Amendment of Certificate of Incorporation of SCI U.K. Holding, Inc. changing its name to SCI Holdings, Inc., filed with the Delaware Secretary of State on March 24, 1993	Exhibit 3.1.64 to the Company's Registration Statement No. 333-103947
3.1.41	Certificate of Amendment to the Certificate of Incorporation of SCI Holdings, Inc. changing its name to Sanmina-SCI Systems Holdings, Inc., filed with the Delaware Secretary of State on December 23, 2003	Exhibit 3.1.41 to the Company's Registration Statement No. 333-124510
3.1.42	Certificate of Incorporation of Interagency, Inc., filed with the Delaware Secretary of State on July 3, 1973	Exhibit 3.1.65 to the Company's Registration Statement No. 333-103947
3.1.43	Sixth Amended and Restated Certificate of Incorporation of Newisys, Inc., filed with the Delaware Secretary of State on October 24, 2002	Exhibit 3.1.43 to the Company's Registration Statement No. 333-124510

3.1.44	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Newisys, Inc., filed with the Delaware Secretary of State on July 16, 2003	Exhibit 3.1.44 to the Company's Registration Statement No. 333-124510
3.1.45	Certificate of Merger merging Aspen Acquisition Subsidiary, Inc. with and into Newisys, Inc., filed with the Delaware Secretary of State on July 21, 2003	Exhibit 3.1.45 to the Company's Registration Statement No. 333-124510
3.1.46	Articles of Organization of SCI Plant No. 5, L.L.C., filed with the Alabama Secretary of State on August 16, 1999	Exhibit 3.1.10 to the Company's Registration Statement No. 333-103947
3.1.47	Articles of Organization of SCI Plant No. 22, L.L.C., filed with the Colorado Secretary of State on March 31, 2000	Exhibit 3.1.19 to the Company's Registration Statement No. 333-103947
3.1.48	Certificate of Formation of Sanmina General, L.L.C., filed with the Delaware Secretary of State on December 30, 1999	Exhibit 3.1.46 to the Company's Registration Statement No. 333-103947
3.1.49	Certificate of Formation of Sanmina Limited, L.L.C., filed with the Delaware Secretary of State on December 30, 1999	Exhibit 3.1.47 to the Company's Registration Statement No. 333-103947
3.1.50	Articles of Conversion of Sanmina Cable Systems, Inc. into Sanmina Texas, L.P., filed with the Texas Secretary of State on January 5, 2000	Exhibit 3.1.49 to the Company's Registration Statement No. 333-103947
3.1.51	Assumed Name Certificate for Incorporated Business or Profession, Limited Partnership, Registered Limited Liability Partnership or Limited Liability Company of Sanmina Texas, L.P., filed with the Texas Secretary of State on January 7, 2000	Exhibit 3.1.50 to the Company's Registration Statement No. 333-103947
3.1.52	Statement of Change of Address of Registered Agent of Sanmina Texas, L.P., filed with the Texas Secretary of State on April 26, 2004	Exhibit 3.1.52 to the Company's Registration Statement No. 333-124510
3.1.53	Certificate of Incorporation of Sanmina-SCI USA, Inc., filed with the Delaware Secretary of State on September 22, 2005
3.2	Amended and Restated By-Laws of the Company, effective as of January 25, 2006
3.2.1	Amended and Restated Bylaws of Compatible Memory, Inc., effective as of November 25, 2002	Exhibit 3.2.5 to the Company's Registration Statement No. 333-103947
3.2.2	By-Laws of SCI Systems (Alabama), Inc., effective as of October 29, 1993	Exhibit 3.2.6 to the Company's Registration Statement No. 333-103947
3.2.3	Bylaws of Newisys, Inc., effective as of July 1, 2003	Exhibit 3.2.3 to the Company's Registration Statement No. 333-124510
3.2.4	Amended and Restated Bylaws of SCI Enclosures (Denton), Inc., effective as of November 25, 2002	Exhibit 3.2.10 to the Company's Registration Statement No. 333-103947

3.2.5	Amended and Restated Bylaws of Scimex, Inc., effective as of September 15, 2003	Exhibit 3.2.5 to the Company's Registration Statement No. 333-124510
3.2.6	Amended and Restated Bylaws of Hadco Santa Clara, Inc., effective as of November 25, 2002	Exhibit 3.2.12 to the Company's Registration Statement No. 333-103947
3.2.7	Bylaws of Sanmina Enclosure Systems USA Inc., effective as of December 19, 2002	Exhibit 3.2.13 to the Company's Registration Statement No. 333-103947
3.2.8	Amended and Restated Bylaws of SCI Systems, Inc., effective as of September 15, 2003	Exhibit 3.2.8 to the Company's Registration Statement No. 333-124510
3.2.9	Amended and Restated By-Laws of SCI Technology, Inc.	Exhibit 3.2.14 to the Company's Registration Statement No. 333-103947
3.2.10	Amended and Restated Bylaws of Viking Components Incorporated, effective as of November 25, 2002	Exhibit 3.2.18 to the Company's Registration Statement No. 333-103947
3.2.11	By-Laws of Hadco Corporation, effective as of June 23, 2000	Exhibit 3.2.21 to the Company's Registration Statement No. 333-103947
3.2.12	Amended and Restated By-Laws of SCI U.K. Holding, Inc.	Exhibit 3.2.23 to the Company's Registration Statement No. 333-103947
3.2.13	Amended and Restated By-Laws of Interagency, Inc., effective as of August 23, 2002	Exhibit 3.2.24 to the Company's Registration Statement No. 333-103947
3.2.14	Operating Agreement of SCI Plant No. 22, L.L.C., effective as of March 31, 2000	Exhibit 3.2.8 to the Company's Registration Statement No. 333-103947
3.2.15	Operating Agreement of Sanmina General, L.L.C., effective as of December 31, 1999	Exhibit 3.2.16 to the Company's Registration Statement No. 333-103947
3.2.16	Operating Agreement of Sanmina Limited, L.L.C., effective as of December 31, 1999	Exhibit 3.2.17 to the Company's Registration Statement No. 333-103947
3.2.17	Agreement of Limited Partnership of Sanmina Texas, L.P., effective as of January 5, 2000	Exhibit 3.2.19 to the Company's Registration Statement No. 333-103947
3.2.18	Bylaws of Sanmina-SCI USA, Inc., effective as of September 22, 2005
4.1	Form of Senior Subordinated Indenture
4.2	Form of Senior Subordinated Note (included in Exhibit 4.1)
5.1	Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation
12.1	Statement re: Computation of Earnings to Fixed Charges
23.1	Consent of independent registered public accounting firm
24.1	Power of Attorney (included on signature page herein)
25.1	Form T-1 Statement of Eligibility of Trustee for Senior Subordinated Indenture under the Trust Indenture Act of 1939

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SUMMARY
RISK FACTORS
FORWARD-LOOKING STATEMENTS
USE OF PROCEEDS
RATIO OF EARNINGS TO FIXED CHARGES
LEGAL MATTERS
EXPERTS
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
WHERE YOU CAN FIND MORE INFORMATION
ABOUT THIS PROSPECTUS
PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution
Item 15. Indemnification of Directors and Officers
Item 16. Exhibits
Item 17. Undertakings

SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
SIGNATURES
SIGNATURES
SIGNATURES
Index to the Exhibits

EX-3.1.53

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Exhibit 3.1.53

CERTIFICATE OF INCORPORATION OF

SANMINA-SCI USA, INC.

ARTICLE I

        The name of the corporation is Sanmina-SCI USA, Inc. (the "Company").

ARTICLE II

        The address of the Company's registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

        The purpose of the Company is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law, as the same exists or as may hereafter be amended from time to time.

ARTICLE IV

        This Company is authorized to issue one class of shares to be designated Common Stock. The total number of shares of Common Stock the Company has authority to issue is Ten Thousand (10,000) shares with par value of $0.001 per share.

ARTICLE V

        The name and mailing address of the incorporator are as follows:

Christopher D. Mitchell
650 Page Mill Road
Palo Alto, CA 94304-1050

ARTICLE VI

        In furtherance and not in limitation of the powers conferred by statute, the board of directors of the Company is expressly authorized to make, alter, amend or repeal the bylaws of the Company.

ARTICLE VII

        Elections of directors need not be by written ballot unless otherwise provided in the bylaws of the Company.

ARTICLE VIII

        To the fullest extent permitted by the Delaware General Corporation Law, as the same exists or as may hereafter be amended from time to time, a director of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of fiduciary duty as a director. If the Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Company shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.

        The Company shall indemnify and hold harmless, to the fullest extent permitted by the Delaware General Corporation Law, or any other applicable law, as the same exists or as may hereafter be

amended from time to time, any director or officer of the Company who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding") by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person in connection with any such Proceeding. The Company shall be required to indemnify a person in connection with a Proceeding initiated by such person only if the Proceeding was authorized by the Board.

        The Company shall have the power to indemnify and hold harmless, to the extent permitted by the Delaware General Corporation Law, or any other applicable law, as the same exists or as may hereafter be amended from time to time, any employee or agent of the Company who was or is made or is threatened to be made a party or is otherwise involved in any Proceeding by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was an employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person in connection with any such Proceeding.

        Neither any amendment nor repeal of this Article, nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article, shall eliminate or reduce the effect of this Article in respect of any matter occurring, or any cause of action, suit or claim accruing or arising or that, but for this Article, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.

ARTICLE IX

        Except as provided in Article VIII above, the Company reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

        I, the undersigned, as the sole incorporator of the Company, have signed this Certificate of Incorporation on September 22, 2005.

/s/  CHRISTOPHER D. MITCHELL Christopher D. Mitchell,
Incorporator

2

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Exhibit 3.1.53

CERTIFICATE OF INCORPORATION OF SANMINA-SCI USA, INC.
ARTICLE I
ARTICLE II
ARTICLE III
ARTICLE IV
ARTICLE V
ARTICLE VI
ARTICLE VII
ARTICLE VIII
ARTICLE IX

EX-3.2

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Exhibit 3.2

AMENDED AND RESTATED BY-LAWS

OF

SANMINA-SCI CORPORATION

Amended effective as of January 25, 2006

ARTICLE I

OFFICES

        SECTION 1.    Registered Office.    The address of the registered office of Sanmina-SCI Corporation (the "Corporation") in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the Corporation's registered agent at such address is The Corporation Trust Company.

        SECTION 2.    Other Offices.    The Corporation's Board of Directors may at any time establish other offices at any other place or places within or without the State of Delaware.

ARTICLE II

MEETINGS OF STOCKHOLDERS

        SECTION 1.    Annual Meetings.    The annual meeting of the stockholders for the election of directors, and for the transaction of such other business as may properly come before the meeting, shall be held at such place, either within or without the State of Delaware, on such date and at such hour as shall be fixed by resolution of the Board of Directors of the Corporation (the "Board") and designated in the notice or waiver of notice thereof.

        SECTION 2.    Special Meetings.    A special meeting of the stockholders for any purpose or purposes may be called by the Board, the Chairman of the Board, the President or the Secretary of the Corporation (or by a stockholder or other person pursuant to Article III, Section 3(f) of these bylaws but only if there are no directors in office) to be held at such place, within or without the State of Delaware, on such date and at such hour as shall be designated in the notice or waiver or notice thereof.

        If a special meeting is called in accordance with the preceding paragraph of this Article II, Section 2 by any person or persons other than the Board, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the chairman of the board, the president or the secretary of the Corporation. No business may be transacted at such special meeting otherwise than specified in such notice. The officer receiving the request shall cause notice to be promptly given to the stockholders entitled to vote, in accordance with the provisions of Sections 3 and 4 of this Article II, that a meeting will be held at the time requested by the person or persons calling the meeting, not less than ten (10) nor more than sixty (60) days after the receipt of the request. Nothing contained in this paragraph of this Section 2 shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board may be held.

        SECTION 3.    Notice of Meetings.    All notices of meetings of stockholders shall be in writing and shall be sent or otherwise given in accordance with this Section 3 or in accordance with Section 1 of Article XII of these bylaws not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place, date, and hour of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called and, unless the special meeting is called by the Board, the person calling the meeting.

Written notice of any meeting of stockholders, if mailed, is given when deposited in the United States mail, postage prepaid, directed to the stockholder at his address as it appears on the records of the Corporation or, if electronically transmitted, as provided in Section 1 of Article XII of these bylaws. An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the Corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

        SECTION 4.    Advance Notice of Stockholder Nominees and Stockholder Business.

        Nominations of persons for election to the Board and the proposal of business to be transacted by the stockholders may be made at an annual meeting of stockholders (a) pursuant to the Corporation's notice with respect to such meeting, (b) by or at the direction of the Board or (c) by any stockholder of record of the Corporation who was a stockholder of record at the time of the giving of the notice provided for in the following paragraph, who is entitled to vote at the meeting and who has complied with the notice procedures set forth in this section.

        For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of the foregoing paragraph, (1) the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation, (2) such business must be a proper matter for stockholder action under the General Corporation Law of the State of Delaware, (3) if the stockholder, or the beneficial owner on whose behalf any such proposal or nomination is made, has provided the Corporation with a Solicitation Notice, as that term is defined in subclause (c)(iii) of this paragraph, such stockholder or beneficial owner must, in the case of a proposal, have delivered a proxy statement and form of proxy to holders of at least the percentage of the Corporation's voting shares required under applicable law to carry any such proposal, or, in the case of a nomination or nominations, have delivered a proxy statement and form of proxy to holders of a percentage of the Corporation's voting shares reasonably believed by such stockholder or beneficial holder to be sufficient to elect the nominee or nominees proposed to be nominated by such stockholder, and must, in either case, have included in such materials the Solicitation Notice and (4) if no Solicitation Notice relating thereto has been timely provided pursuant to this section, the stockholder or beneficial owner proposing such business or nomination must not have solicited a number of proxies sufficient to have required the delivery of such a Solicitation Notice under this section. To be timely, a stockholder's notice shall be delivered to the Secretary at the principal executive offices of the Corporation not less than 45 or more than 75 days prior to the first anniversary (the "Anniversary") of the date on which the Corporation first mailed its proxy materials for the preceding year's annual meeting of stockholders; provided, however, that if the date of the annual meeting is advanced more than 30 days prior to or delayed by more than 30 days after the anniversary of the preceding year's annual meeting, notice by the stockholder to be timely must be so delivered not later than the close of business on the later of (i) the 90th day prior to such annual meeting or (ii) the 10th day following the day on which public announcement of the date of such meeting is first made. Such stockholder's notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director all information relating to such person as would be required to be disclosed in solicitations of proxies for the election of such nominees as directors pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and such person's written consent to serve as a director if elected; (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of such business, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation's books, and of such beneficial owner, (ii) the class and number of shares of the Corporation that are owned beneficially and of record by such stockholder and such beneficial owner, and (iii) whether either such stockholder or beneficial owner intends to deliver a

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proxy statement and form of proxy to holders of, in the case of a proposal, at least the percentage of the Corporation's voting shares required under applicable law to carry the proposal or, in the case of a nomination or nominations, a sufficient number of holders of the Corporation's voting shares to elect such nominee or nominees (an affirmative statement of such intent, a "Solicitation Notice").

        Notwithstanding anything in the second sentence of the second paragraph of this Section 4 to the contrary, in the event that the number of directors to be elected to the Board is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board made by the Corporation at least 55 days prior to the Anniversary, a stockholder's notice required by this Bylaw shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the day on which such public announcement is first made by the Corporation.

        Only persons nominated in accordance with the procedures set forth in this Section 4 shall be eligible to serve as directors and only such business shall be conducted at an annual meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this section. The chair of the meeting shall have the power and the duty to determine whether a nomination or any business proposed to be brought before the meeting has been made in accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with these Bylaws, to declare that such defectively proposed business or nomination shall not be presented for stockholder action at the meeting and shall be disregarded.

        Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation's notice of meeting. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation's notice of meeting (a) by or at the direction of the Board or (b) by any stockholder of record of the Corporation who is a stockholder of record at the time of giving of notice provided for in this paragraph, who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 4. Nominations by stockholders of persons for election to the Board may be made at such a special meeting of stockholders if the stockholder's notice required by the second paragraph of this Section 4 shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting.

        For purposes of this section, "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

        Notwithstanding the foregoing provisions of this Section 4, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to matters set forth in this Section 4. Nothing in this Section 4 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act.

        SECTION 5.    Waiver of Notice.    Notice of any annual or special meeting of stockholders need not be given to any stockholder entitled to vote at such meeting who waives notice, either in writing or by electronic transmission, whether before or after the meeting. Neither the business to be transacted at, nor the purpose of, any meeting of stockholders need be specified in any written waiver of notice. Attendance of a stockholder at a meeting, in person or by proxy, shall constitute a waiver of notice of such meeting, except when the stockholder attends a meeting for the express purpose of objecting, at

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the beginning of the meeting, to the transaction of any business because the meeting is not lawfully convened or called. Neither the business to be transacted at, nor the purpose of, any regular or special meeting need be specified in any written waiver of notice unless so required by the certificate of incorporation or these bylaws.

        SECTION 6.    Conduct of Business.    The chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him or her in order. The chairman shall have the power to adjourn the meeting to another place, if any, date and time. The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting.

        SECTION 7.    Adjournments.    When a meeting is adjourned to another date, hour or place, notice need not be given of the adjourned meeting if the date, hour and place thereof are announced at the meeting at which the adjournment is taken. If the adjournment is for more than 30 calendar days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting. At the adjourned meeting any business may be transacted which might have been transacted at the original meeting.

        SECTION 8.    Quorum.    Except as otherwise provided by law or the certificate of incorporation, whenever a class of stock of the Corporation is entitled to vote as a separate class, or whenever classes of stock of the Corporation are entitled to vote together as a single class, on any matter brought before any meeting of the stockholders, whether annual or special, holders of a majority of the shares of stock of such class voting as a separate class, or classes voting together as a single class, as the case may be, outstanding and entitled to vote thereat, present in person or by proxy, shall constitute a quorum at any such meeting of the stockholders. If, however, such quorum shall not be present or represented at any such meeting of the stockholders, the stockholders entitled to vote thereat may adjourn the meeting from time to time in accordance with Section 5 of this Article II until a quorum shall be present or represented.

        SECTION 9.    Voting.    Except as otherwise provided by law or the certificate of incorporation, when a quorum is present with respect to any matter brought before any meeting of the stockholders, the affirmative vote of the holders of a majority of the shares constituting such quorum shall decide any such matter.

        SECTION 10.    Proxies.    Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy. Such proxy shall be filed with the Secretary before such meeting of stockholders, at such time as the Board may require. No proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period.

        SECTION 11.    Stockholders' Consent in Lieu of Meeting.

        (a)   Any action required by the General Corporation Law of the State of Delaware to be taken at any annual or special meeting of the stockholders of the Corporation, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

        (b)   If any stockholder (a "Proposing Stockholder") seeks to act by written consent, the Proposing Stockholder shall, before soliciting written consent of other stockholders, request that the Board fix a

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record date to determine those persons eligible to act as stockholders by written consent on the matter proposed. The request shall contain (i) the name and address of the Proposing Stockholder, (ii) a representation that the Proposing Stockholder is a stockholder of record and (iii) a description of the matter proposed for adoption by written consent. The request shall be in writing and delivered to or mailed to and received at the principal executive offices of the Corporation. In the event the Board does not fix a record date within ten days of receipt of said request, the record date shall be set in accordance with Article VII, Section 7 hereof. Except as otherwise required by statute, the certificate of incorporation or these bylaws, the Board shall have the exclusive authority to set a record date with regard to actions sought or taken under this Section 11.

ARTICLE III

BOARD OF DIRECTORS

        SECTION 1.    General Powers.    The business and affairs of the Corporation shall be managed by the Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the certificate of incorporation directed or required to be exercised or done by the stockholders.

        SECTION 2.    Number and Term of Office.    The number of directors of the Corporation shall be ten (10). In the event that, for whatever reason or cause, a vacancy or vacancies exists on the Board, the Board by a resolution duly adopted by the Board may reduce the number of directors to a number equal to the actual number of directors then in office so as to eliminate such vacancy or vacancies. None of the directors need be stockholders of the Corporation. Directors shall be elected at the annual meeting of stockholders by the holders of the outstanding shares of Common Stock, par value $0.01 per share ("Common Stock"), of the Corporation entitled to vote thereat, and each director shall hold office until his successor is elected by the holders of the outstanding shares of Common Stock and qualified, or until his earlier death or resignation or removal in the manner hereinafter provided.

        SECTION 3.    Resignation, Removal and Vacancies.

        (a)   Any director may resign at any time upon written notice or notice by electronic transmission to the attention of the Secretary of the Corporation. Such resignation shall take effect at the time specified therein or, if the time be not specified, upon receipt by the Corporation thereof; and, unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective.

        (b)   Unless otherwise restricted by statute or the certificate or incorporation, when one or more directors shall resign from the Board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in this section in the filling of other vacancies.

        (c)   Unless otherwise restricted by statute or the certificate or incorporation, the Board shall designate a successor director in the event that the office of any director becomes vacant by death, immediate resignation or other reason. Each director designated to fill such a vacancy shall hold office until the next annual election and until his successor shall be elected and qualified.

        (d)   Unless otherwise provided in the certificate of incorporation or these bylaws:

          (i)  Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class shall be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director, and each director chosen to fill such vacancies and newly created directorships shall hold office as provided in this section in the filling of other vacancies.

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         (ii)  Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the certificate of incorporation, vacancies and newly created directorships of such class or classes or series shall be filled only by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected, and each director chosen to fill such vacancies and newly created directorships shall hold office as provided in this section in the filling of other vacancies.

        (e)   Unless otherwise restricted by statute, the certificate or incorporation or these bylaws, any director or the entire Board may be removed, with or without cause, at any time by vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote at an election of directors or by written consent of such stockholders pursuant to Section 11 of Article II hereof.

        (f)    If at any time, by reason of death or resignation or other cause, the Corporation should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the certificate of incorporation or these bylaws, or may apply to the Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the Delaware General Corporation Law.

        (g)   If, at the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a majority of the whole board (as constituted immediately prior to any such increase), then the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten (10) percent of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of Section 211 of the Delaware General Corporation Law as far as applicable.

        (h)   Except as otherwise required by statute, the certificate of incorporation or these bylaws, the shareholders shall have no power to fill vacancies or newly created directorships on the Board.

        SECTION 4.    Meetings.

        (a)    Regular Meetings.    Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board.

        (b)    Other Meetings.    Other meetings of the Board shall be held at such times as the Board or the Chairman of the Board shall from time to time determine.

        (c)    Notice of Meetings.    The Secretary shall give written notice to each director of each meeting, except for regular meetings, which notice shall state the time and place of such meeting. Notice of the time and place of such meetings shall be (i) delivered personally by hand, by courier or by telephone, (ii) sent by United States first-class mail, postage prepaid, (iii) sent by facsimile, or (iv) sent by electronic mail directed to each director at that director's address, telephone number, facsimile number or electronic mail address, as the case may be, as shown on the Corporation's records.

        If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile or (iii) sent by electronic mail, it shall be delivered or sent at least 24 hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least four days before the time of the holding of the meeting. Any oral notice may be communicated to the director. The notice need not specify the place of the meeting (if the meeting is to be held at the Corporation's principal executive office) nor the purpose of the meeting. A written waiver of notice, signed by the person entitled thereto, whether before or after the time or the meeting stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except as provided by law.

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        (d)    Place of Meetings.    The Board may hold its meetings at such place or places, within or without the State of Delaware, as the Board or the Chairman of the Board may from time to time determine, or as shall be designated in the respective notices or waivers or notice thereof.

        (e)    Quorum, and Manner of Acting.    One-half of the total number of directors then in office (but in no case less than one-half of the total number of directors, and not less than two if the total number of directors is greater than one) shall be present in person at any meeting of the Board in order to constitute a quorum for the transaction of business at such meeting, and the vote of a majority of those directors present at any such meeting at which a quorum is present shall be necessary for the passage of any resolution or act of the Board, except as otherwise expressly required by law or these By-laws. In the absence of a quorum for any such meeting, a majority of the directors present thereat may adjourn such meeting from time to time until a quorum shall be present.

        (f)    Organization.    At each meeting of the Board, one of the following shall act as chairman of the meeting and preside, in the following order or precedence:

          (i)  the Chairman of the Board;

         (ii)  the President; or

        (iii)  any director chosen by a majority of the directors present.

        The Secretary or, in the case of his absence, any person (who shall be an Assistant Secretary, if an Assistant Secretary is present) whom the chairman shall appoint shall act as secretary of such meeting and keep the minutes thereof.

        SECTION 5.    Directors' Consent in Lieu of Meeting.    Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by all the members of the Board or committee and such consent is filed with the minutes of the proceedings of the Board. Written consent of members of the Board or any committee may be evidenced in the records of the Corporation by original or facsimile signatures, and either original or facsimile signatures shall constitute prima facie evidence of the written consent of said member.

        SECTION 6.    Action by Means of Telephone or Similar Communications Equipment.    Any one or more members of the Board, or of any committee designated by the Board, may participate in a meeting of the Board or any such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

ARTICLE IV

COMMITTEES

        SECTION 1.    Committees of Directors.    The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, with each committee to consist of one or more of the directors of the Corporation. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board, or in the bylaws of the Corporation, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers

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that may require it; but no such committee shall have the power or authority (i) approving or adopting or recommending to the stockholders, any action or matter expressly required by the Delaware General Corporation Law to be submitted to stockholders for approval or (ii) adopting, amending, or repealing any bylaws of the Corporation.

        SECTION 2.    Committee Minutes.    Each committee shall keep regular minutes of its meetings and report the same to the board of directors when required.

        SECTION 3.    Meetings and Action of Committees.    Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of Article III of these bylaws, Section 4 (Meetings), Section 5 (Directors' Consent in Lieu of Meeting), and Section 6 (action by telephone or similar communications equipment), with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members; provided, however, that the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee, that special meetings of committees may also be called by resolution of the Board and that notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

ARTICLE V

OFFICERS

        SECTION 1.    Executive Officers.    The executive officers of the Corporation shall be a Chairman of the Board, a President and a Secretary and may include one or more Vice Presidents and one or more Assistant Secretaries. Any two or more offices may be held by the same person.

        SECTION 2.    Authority and Duties.    All officers, as between themselves and the Corporation, shall have such authority and perform such duties in the management of the Corporation as may be provided in these By-laws or, to the extent not so provided, by resolution of the Board.

        SECTION 3.    Term of Office, Resignation and Removal.    All officers shall be elected or appointed by the Board and shall hold office for such term as may be determined by the Board. Each officer shall hold office until his successor has been elected or appointed and qualified or his earlier death or resignation or removal in the manner hereinafter provided. The Board may require any officer to give security for the faithful performance of his duties.

        Any officer may resign at any time by giving written notice to the Board or to the President or the Secretary of the Corporation, and such resignation shall take effect at the time specified therein or, if the time when it shall become effective is not specified therein, at the time it is accepted by action of the Board. Except as aforesaid, acceptance of such resignation shall not be necessary to make it effective.

        All officers and agents elected or appointed by the Board shall be subject to removal at any time by the Board or by the stockholders of the Corporation entitled to vote with or without cause.

        SECTION 4.    Vacancies.    Any vacancy occurring in any office of the Corporation, for any reason, shall be filled by action of the Board. Any officer appointed or elected by the Board to fill any vacancy shall serve only until such time as the unexpired term of his predecessor expires unless reelected or reappointed by the Board.

        SECTION 5.    Chairman of the Board.    The Chairman of the Board shall have the power to call special meetings of the stockholders, to call special meetings of the Board and to preside at all meetings of the stockholders and all meetings of the Board.

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        SECTION 6.    President.    The President shall be the chief operating officer of the Corporation and shall have general and active management and control of the business and affairs of the Corporation subject to the control of the Board, and shall see that all orders and resolutions of the Board are carried into effect.

        SECTION 7.    Vice Presidents.    Vice Presidents, if any, in order of their seniority or in any other order determined by the Board, shall generally assist the President and perform such other duties as the Board or the President shall prescribe, and in the absence or disability of the President, perform the duties and exercise the powers of the President.

        SECTION 8.    Treasurer.    The Treasurer, if any, shall have the care and custody of all the funds of the Corporation and shall deposit the same in such banks or other depositories as the Board, or any officer or officers, or any officer and agent jointly, duly authorized by the Board, shall, from time to time, direct or approve. He shall disburse the funds of the Corporation under the direction of the Board, the Chairman of the Board or the President. He shall keep a full and accurate account of all moneys received and paid on account of the Corporation and shall render a statement of his accounts whenever the Board shall require. He shall perform all other necessary acts and duties in connection with the administration of the financial affairs of the Corporation and shall generally perform all the duties usually appertaining to the office of treasurer of a corporation.

        SECTION 9.    Assistant Treasurers.    Assistant Treasurers, if any, in order of their seniority or in any other order determined by the Board, shall generally assist the Treasurer and perform such other duties as the Board or the Treasurer shall prescribe, and, in the absence or disability of the Treasurer, shall perform the duties and exercise the powers of the Treasurer.

        SECTION 10.    Secretary.    The Secretary shall, to the extent practicable, attend all meetings of the Board and all meetings of the stockholders and shall record all votes and the minutes of all proceedings in a book to be kept for that purpose, and shall perform like duties for any standing committees when required. He shall give or cause to be given notice of all meetings of the stockholders and of the Board, and shall perform such other duties as may be prescribed by the Board or the President, under whose supervision he shall act. He shall keep in safe custody the seal of the Corporation and affix the same to any duly authorized instrument requiring it and, when so affixed, it shall be attested by his signature or by the signature of the Treasurer or an Assistant Secretary or an Assistant Treasurer. He shall keep in safe custody the certificate books and stockholder records and such other books and records as the Board may direct and shall perform all other duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or the Board.

        SECTION 11.    Assistant Secretaries.    Assistant Secretaries if any, in order of their seniority or in any other order deter-mined by the Board, shall generally assist the Secretary and perform such other duties as the Board or the Secretary shall prescribe, and, in the absence or disability of the Secretary, shall perform the duties and exercise the powers of the Secretary.

        SECTION 12.    Compensation.    The Board, or any committee thereof designated by the Board, shall have the power to fix the compensation of all officers of the Corporation.

ARTICLE VI

CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.

        SECTION 1.    Execution of Documents.    The Board shall designate the officers, employees and agents of the Corporation who shall have power to execute and deliver deeds, contracts, mortgages, bonds, debentures, checks, drafts and other orders for the payment of money and other documents for and in the name of the Corporation, and may authorize such officers, employees and agents to delegate such power (including authority to redelegate) by written instrument to other officers, employees or

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agents of the Corporation; and, unless so designated or expressly authorized by these By-laws, no officer or agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable pecuniarily for any purpose or to any amount.

        SECTION 2.    Deposits.    All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation or otherwise as the Board, or any officer of the Corporation to whom power in this respect shall have been given by the Board, shall direct.

        SECTION 3.    Proxies in Respect of Stock or Other Securities of Other Corporations.    The Board shall designate the officers of the Corporation who shall have authority from time to time to appoint an agent or agents of the Corporation to exercise in the name and on behalf of the Corporation the powers and rights which the Corporation may have as the holder of stock or other securities in any other corporation, and to vote or consent in respect of such stock or securities. Such designated officers may instruct the person or persons so appointed as to the manner of exercising such powers and rights, and such designated officers may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal, or otherwise, such written proxies, powers of attorney or other instruments as they may deem necessary or proper in order that the Corporation may exercise its said powers and rights.

ARTICLE VII

SHARES AND TRANSFER OF SHARES

        SECTION 1.    Certificates for Shares.    Every owner of shares of stock of the Corporation shall be entitled to have a certificate certifying the number and class of shares of stock of the Corporation owned by him, which certificate shall be in such form as may be prescribed by the Board. Certificates shall be issued in consecutive order and shall be numbered in the order of their issue, and shall be signed by or in the name of, the Corporation by the President or a Vice President and by the Secretary, Treasurer or an Assistant Secretary.

        SECTION 2.    Stock Ledger.    A stock ledger in one or more counterparts shall be kept, in which shall be recorded the name of each person, firm or corporation owning the shares evidenced by each certificate for stock of the Corporation issued, the number of shares of stock evidenced by each such certificate, the data thereof and, in the case of cancellation, the date of cancellation. Except as otherwise expressly required by law, the person in whose name shares of stock stand on the stock ledger of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

        SECTION 3.    Transfer of Stock.

        (a)   The transfer of shares of stock and the certificates evidencing such shares of stock of the Corporation shall be governed by Article 8 of Subtitle 1 of Title 6 of the Delaware Code (the Uniform Commercial Code), as amended from time to time.

        (b)   Registration of transfers of shares of stock of the Corporation shall be made only on the books of the Corporation upon request of the registered holder thereof, or of his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and upon the surrender of the certificate or certificates for such shares of stock properly endorsed or accompanied by a stock power duly executed.

        SECTION 4.    Addresses of Stockholders.    Each stockholder shall designate to the Secretary of the Corporation an address at which notices of meetings and all other corporate notices may be served or mailed to him, and, if any stockholder shall fail to so designate such an address, corporate notices may

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be served upon him by mail directed to him at his post office address, if any, as the same appears on the share record books of the Corporation or at his last known post office address.

        SECTION 5.    Lost, Destroyed and Mutilated Certificates.    A holder of any shares of stock of the Corporation shall promptly notify the Corporation of any loss, destruction or mutilation of any certificate or certificates evidencing all or any such shares of stock. The Board may, in its discretion, cause the Corporation to issue a new certificate in place of any certificate theretofore issued by it and alleged to have been mutilated, lost, stolen or destroyed, upon the surrender of the mutilated certificates or, in the case of loss or destruction of the certificate, upon satisfactory proof of such loss or destruction, and the Board may, in its discretion, require the owner of the lost or destroyed certificate or his legal representative to give the Corporation a bond sufficient to indemnify the Corporation against any claim made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

        SECTION 6.    Regulations.    The Board may make such rules and regulations as it may deem expedient, not inconsistent with these By-laws, concerning the issue, transfer and registration of certificates for stock of the Corporation.

        SECTION 7.    Fixing Date for Determination of Stockholders of Record.    In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix, in advance, a record date, which shall not be more than 60 nor less than 10 calendar days before the date of such meeting, nor more than 60 calendar days prior to any other action. A determination of stockholders entitled to notice of or to vote at a meeting of the stockholders shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting. Except as otherwise provided by statute, the certificate of incorporation or these bylaws, the Board shall have the exclusive right to set a record date.

        In order that the Corporation may determine the stockholders entitled to consent to corporate action without a meeting (including by telegram, cablegram or other electronic transmission as permitted by law) the Board may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted. If no record date has been fixed by the Board within the 10-day period prescribed by Article II, Section 11 hereof, and no prior action by the Board is required by the Delaware General Corporation Law, the record date shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in the manner prescribed by Article II, Section 11 hereof. If no record date has been fixed by the Board and prior action by the Board is required by the Delaware General Corporation Law with respect to the proposed action by written consent of the stockholders, the record date for determining stockholders entitled to consent to corporate action in writing shall be at the close of the business day on which the Board adopts a resolution taking such prior action.

ARTICLE VIII

SEAL

        The Board may provide a corporate seal, which shall be in the form of a circle and shall bear the full name of the Corporation and the words and figures "CORPORATE SEAL 1989 DELAWARE".

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ARTICLE IX

FISCAL YEAR

        The fiscal year of the Corporation shall end on the thirtieth day of September in each year, unless changed by resolution of the Board.

ARTICLE X

AMENDMENTS

        Any by-law (including these By-laws) may be adopted, amended or repealed by the vote of the holders of a majority of the outstanding shares of Common Stock of the Corporation entitled to vote at an election of directors or by written consent of such holders of Common Stock of the Corporation pursuant to Section 11 of Article II hereof or by vote of the Board or by written consent of the directors pursuant to Section 5 of Article III hereof. The foregoing notwithstanding, except as set forth in Article III, Section 2 of these Bylaws, the number of directors may be changed only by the vote of the holders of a majority of the outstanding shares of Common Stock of the Corporation entitled to vote at an election of directors or by written consent of such holders of Common Stock of the Corporation pursuant to Section 11 of Article II hereof.

ARTICLE XI

INDEMNITY

        SECTION 1.    Indemnification of Directors and Officers.    The Corporation shall, to the maximum extent and in the manner permitted by the General Corporation Law of Delaware, indemnify each of its directors and officers against expenses (including attorneys' fees), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the Corporation. For purposes of this Section 1 of Article XI, a "director" or "officer" of the Corporation includes any person (i) who is or was a director or officer of the Corporation, (ii) who is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was a director or officer of a corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation.

        SECTION 2.    Indemnification of Others.    The Corporation shall, to the extent and in the manner permitted by the General Corporation Law of Delaware, to indemnify each of its employees and agents (other than directors and officers) against expenses (including attorneys' fees), judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the Corporation. For purposes of this Section 2 of Article XI, an "employee" or "agent" of the Corporation (other than a director or officer) includes any person (i) who is or was an employee or agent of the Corporation, (ii) who is or was serving at the request of the Corporation as an employee or agent of another corporation, partnership, joint venture, trust or other enterprise, or (iii) who was an employee or agent of a corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation.

        SECTION 3.    Insurance.    The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of the General Corporation Law of Delaware.

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ARTICLE XII

NOTICE BY ELECTRONIC TRANSMISSION

        Section 1.    Notice by Electronic Transmission.    Without limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the General Corporation Law of Delaware, the certificate of incorporation or these bylaws, any notice to stockholders given by the Corporation under any provision of the General Corporation Law of Delaware, the certificate of incorporation or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Corporation. Any such consent shall be deemed revoked if:

        (a)   the Corporation is unable to deliver by electronic transmission two consecutive notices given by the Corporation in accordance with such consent; and

        (b)   such inability becomes known to the secretary or an assistant secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice.

However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

        Any notice given pursuant to the preceding paragraph shall be deemed given:

          (i)  if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;

         (ii)  if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice;

        (iii)  if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and

        (iv)  if by any other form of electronic transmission, when directed to the stockholder.

        An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the Corporation that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

        SECTION 2.    Definition of Electronic Transmission.    An "electronic transmission" means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

        SECTION 3.    Inapplicability.    Notice by a form of electronic transmission shall not apply to Sections 164, 296, 311, 312 or 324 of the General Corporation Law of Delaware.

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SANMINA-SCI CORPORATION

CERTIFICATE OF AMENDMENT OF BYLAWS

        The undersigned hereby certifies that he is the duly elected, qualified, and acting Secretary of Sanmina-SCI Corporation, a Delaware corporation and that the foregoing bylaws, comprising 17 pages, were amended and restated effective as of January 25, 2006 by the Corporation's board of directors.

        IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 25th day of January, 2006.

/s/ CHRISTOPHER D. MITCHELL Christopher D. Mitchell
Secretary

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Exhibit 3.2

AMENDED AND RESTATED BY-LAWS OF SANMINA-SCI CORPORATION Amended effective as of January 25, 2006
ARTICLE I OFFICES
ARTICLE II MEETINGS OF STOCKHOLDERS
ARTICLE III BOARD OF DIRECTORS
ARTICLE IV COMMITTEES
ARTICLE V OFFICERS
ARTICLE VI CONTRACTS, CHECKS, DRAFTS, BANK ACCOUNTS, ETC.
ARTICLE VII SHARES AND TRANSFER OF SHARES
ARTICLE VIII SEAL
ARTICLE IX FISCAL YEAR
ARTICLE X AMENDMENTS
ARTICLE XI INDEMNITY
ARTICLE XII NOTICE BY ELECTRONIC TRANSMISSION
SANMINA-SCI CORPORATION CERTIFICATE OF AMENDMENT OF BYLAWS

EX-3.2.18

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Exhibit 3.2.18

BYLAWS OF

SANMINA-SCI USA, INC.

Adopted September 22, 2005

TABLE OF CONTENTS

			Page
ARTICLE I—MEETINGS OF STOCKHOLDERS			1
	1.1	Place of Meetings	1
	1.2	Annual Meeting	1
	1.3	Special Meeting	1
	1.4	Notice of Stockholders' Meetings	1
	1.5	Manner of Giving Notice; Affidavit of Notice	1
	1.6	Quorum	2
	1.7	Adjourned Meeting; Notice	2
	1.8	Conduct of Business	2
	1.9	Voting	2
	1.10	Stockholder Action by Written Consent Without a Meeting	3
	1.11	Record Date for Stockholder Notice; Voting; Giving Consents	3
	1.12	Proxies	4
	1.13	List of Stockholders Entitled to Vote	4
ARTICLE II—DIRECTORS			4
	2.1	Powers	4
	2.2	Number of Directors	4
	2.3	Election, Qualification and Term of Office of Directors	4
	2.4	Resignation and Vacancies	5
	2.5	Place of Meetings; Meetings by Telephone	5
	2.6	Conduct of Business	5
	2.7	Regular Meetings	6
	2.8	Special Meetings; Notice	6
	2.9	Quorum	6
	2.10	Board Action by Written Consent Without a Meeting	6
	2.11	Fees and Compensation of Directors	6
	2.12	Approval of Loans to Officers	6
	2.13	Removal of Directors	7
ARTICLE III—COMMITTEES			7
	3.1	Committees of Directors	7
	3.2	Committee Minutes	7
	3.3	Meetings and Action of Committees	7
ARTICLE IV—OFFICERS			7
	4.1	Officers	7
	4.2	Appointment of Officers	8
	4.3	Subordinate Officers	8
	4.4	Removal and Resignation of Officers	8
	4.5	Vacancies in Offices	8
	4.6	Representation of Shares of Other Corporations	8
	4.7	Authority and Duties of Officers	8
ARTICLE V—RECORDS AND REPORTS			8
	5.1	Maintenance and Inspection of Records	8
	5.2	Inspection by Directors	9
	5.3	Annual Report	9

ARTICLE VI—GENERAL MATTERS			9
	6.1	Stock Certificates; Partly Paid Shares	9
	6.2	Special Designation on Certificates	9
	6.3	Lost Certificates	10
	6.4	Construction; Definitions	10
	6.5	Dividends	10
	6.6	Fiscal Year	10
	6.7	Seal	10
	6.8	Stock Transfer Agreements	10
	6.9	Registered Stockholders	10
	6.10	Waiver of Notice	10
ARTICLE VII—NOTICE BY ELECTRONIC TRANSMISSION			11
	7.1	Notice by Electronic Transmission	11
	7.2	Definition of Electronic Transmission	11
	7.3	Inapplicability	11
ARTICLE VIII—INDEMNIFICATION			11
	8.1	Indemnification of Directors and Officers	11
	8.2	Indemnification of Others	12
	8.3	Prepayment of Expenses	12
	8.4	Determination; Claim	12
	8.5	Non-Exclusivity of Rights	12
	8.6	Insurance	12
	8.7	Other Indemnification	12
	8.8	Amendment or Repeal	12
ARTICLE IX—AMENDMENTS			13

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BYLAWS

ARTICLE I—MEETINGS OF STOCKHOLDERS

        1.1Place of Meetings.    Meetings of stockholders of Sanmina-SCI USA, Inc. (the "Company") shall be held at any place, within or outside the State of Delaware, determined by the Company's board of directors (the "Board"). The Board may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the Delaware General Corporation Law (the "DGCL"). In the absence of any such designation or determination, stockholders' meetings shall be held at the Company's principal executive office.

        1.2Annual Meeting.    An annual meeting of stockholders shall be held for the election of directors at such date and time as may be designated by resolution of the Board from time to time. Any other proper business may be transacted at the annual meeting. The Company shall not be required to hold an annual meeting of stockholders, provided that (i) the stockholders are permitted to act by written consent under the Company's certificate of incorporation and these bylaws, (ii) the stockholders take action by written consent to elect directors and (iii) the stockholders unanimously consent to such action or, if such consent is less than unanimous, all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action.

        1.3Special Meeting.    A special meeting of the stockholders may be called at any time by the Board, Chairperson of the Board, Chief Executive Officer or President (in the absence of a Chief Executive Officer) or by one or more stockholders holding shares in the aggregate entitled to cast not less than 10% of the votes at that meeting.

        If any person(s) other than the Board calls a special meeting, the request shall:

        (i)    be in writing;

        (ii)   specify the time of such meeting and the general nature of the business proposed to be transacted; and

        (iii)  be delivered personally or sent by registered mail or by facsimile transmission to the Chairperson of the Board, the Chief Executive Officer, the President (in the absence of a Chief Executive Officer) or the Secretary of the Company.

        The officer(s) receiving the request shall cause notice to be promptly given to the stockholders entitled to vote at such meeting, in accordance with the provisions of sections 1.4 and 1.5 of these bylaws, that a meeting will be held at the time requested by the person or persons calling the meeting. No business may be transacted at such special meeting other than the business specified in such notice to stockholders. Nothing contained in this paragraph of this section 1.3 shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board may be held.

        1.4Notice of Stockholders' Meetings.    All notices of meetings of stockholders shall be sent or otherwise given in accordance with either section 1.5 or section 7.1 of these bylaws not less than 10 or more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting. The notice shall specify the place, if any, date and hour of the meeting, the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

        1.5Manner of Giving Notice; Affidavit of Notice.    Notice of any meeting of stockholders shall be given:

        (i)    if mailed, when deposited in the United States mail, postage prepaid, directed to the stockholder at his or her address as it appears on the Company's records; or

        (ii)   if electronically transmitted as provided in section 7.1 of these bylaws.

        An affidavit of the Secretary or an Assistant Secretary of the Company or of the transfer agent or any other agent of the Company that the notice has been given by mail or by a form of electronic transmission, as applicable, shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

        1.6Quorum.    Except as otherwise provided by law, the certificate of incorporation or these bylaws, at each meeting of stockholders the presence in person or by proxy of the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. If, however, such quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting, or (ii) the stockholders entitled to vote at the meeting, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, in the manner provided in section 1.7, until a quorum is present or represented.

        1.7Adjourned Meeting; Notice.    Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Company may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

        1.8Conduct of Business.    Meetings of stockholders shall be presided over by the Chairperson of the Board, if any, or in his or her absence by the Vice Chairperson of the Board, if any, or in the absence of the foregoing persons by the Chief Executive Officer, or in the absence of the foregoing persons by the President, or in the absence of the foregoing persons by a Vice President, or in the absence of the foregoing persons by a chairperson designated by the Board, or in the absence of such designation by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting. The chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of business.

        1.9Voting.    The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of section 1.11 of these bylaws, subject to Section 217 (relating to voting rights of fiduciaries, pledgors and joint owners of stock) and Section 218 (relating to voting trusts and other voting agreements) of the DGCL.

        Except as may be otherwise provided in the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of capital stock held by such stockholder which has voting power upon the matter in question. Voting at meetings of stockholders need not be by written ballot and, unless otherwise required by law, need not be conducted by inspectors of election unless so determined by the holders of shares of stock having a majority of the votes which could be cast by the holders of all outstanding shares of stock entitled to vote thereon which are present in person or by proxy at such meeting. If authorized by the Board, the requirement of a written ballot for the election of directors shall be satisfied by a ballot submitted by electronic transmission (as defined in section 7.2 of these bylaws), provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder or proxy holder.

        At all meetings of stockholders for the election of directors a plurality of the votes cast shall be sufficient to elect. All other elections and questions shall, unless otherwise provided by law, the

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certificate of incorporation or these bylaws, be decided by the vote of the holders of shares of stock having a majority of the votes which could be cast by the holders of all shares of stock entitled to vote thereon which are present in person or represented by proxy at the meeting.

        1.10Stockholder Action by Written Consent Without a Meeting.    Unless otherwise provided in the certificate of incorporation, any action required by the DGCL to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

        Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Company as provided in Section 228 of the DGCL. In the event that the action which is consented to is such as would have required the filing of a certificate under any provision of the DGCL, if such action had been voted on by stockholders at a meeting thereof, the certificate filed under such provision shall state, in lieu of any statement required by such provision concerning any vote of stockholders, that written consent has been given in accordance with Section 228 of the DGCL.

        1.11Record Date for Stockholder Notice; Voting; Giving Consents.    In order that the Company may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board and which record date:

        (i)    in the case of determination of stockholders entitled to notice of or to vote at any meeting of stockholders or adjournment thereof, shall, unless otherwise required by law, not be more than sixty nor less than ten days before the date of such meeting;

        (ii)   in the case of determination of stockholders entitled to express consent to corporate action in writing without a meeting, shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board; and

        (iii)  in the case of determination of stockholders for any other action, shall not be more than sixty days prior to such other action.

        If no record date is fixed by the Board:

        (i)    the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held;

        (ii)   the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting when no prior action of the Board is required by law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company in accordance with applicable law, or, if prior action by the

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Board is required by law, shall be at the close of business on the day on which the Board adopts the resolution taking such prior action; and

        (iii)  the record date for determining stockholders for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

        A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, provided that the Board may fix a new record date for the adjourned meeting.

        1.12Proxies.    Each stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL.

        1.13List of Stockholders Entitled to Vote.    The officer who has charge of the stock ledger of the Company shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The Company shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least 10 days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the Company's principal executive office. In the event that the Company determines to make the list available on an electronic network, the Company may take reasonable steps to ensure that such information is available only to stockholders of the Company. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Such list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

ARTICLE II—DIRECTORS

        2.1Powers.    Subject to the provisions of the DGCL and any limitations in the certificate of incorporation or these bylaws relating to action required to be approved by the stockholders or by the outstanding shares, the business and affairs of the Company shall be managed and all corporate powers shall be exercised by or under the direction of the Board.

        2.2Number of Directors.    The number of directors shall be determined from time to time by resolution of the Board, provided that the Board shall consist of at least one member. No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires.

        2.3Election, Qualification and Term of Office of Directors.    Except as provided in section 2.4 of these bylaws, directors shall be elected at each annual meeting of stockholders to hold office until the next annual meeting. Directors need not be stockholders unless so required by the certificate of incorporation or these bylaws. The certificate of incorporation or these bylaws may prescribe other

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qualifications for directors. Each director, including a director elected to fill a vacancy, shall hold office until such director's successor is elected and qualified or until such director's earlier death, resignation or removal.

        2.4Resignation and Vacancies.    Any director may resign at any time upon notice given in writing or by electronic transmission to the Company. When one or more directors so resigns and the resignation is effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as provided in this section in the filling of other vacancies.

        Unless otherwise provided in the certificate of incorporation or these bylaws:

        (i)    Vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director.

        (ii)   Whenever the holders of any class or classes of stock or series thereof are entitled to elect one or more directors by the provisions of the certificate of incorporation, vacancies and newly created directorships of such class or classes or series may be filled by a majority of the directors elected by such class or classes or series thereof then in office, or by a sole remaining director so elected.

        If at any time, by reason of death or resignation or other cause, the Company should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the certificate of incorporation or these bylaws, or may apply to the Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the DGCL.

        If, at the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), then the Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of Section 211 of the DGCL as far as applicable.

        2.5Place of Meetings; Meetings by Telephone.    The Board may hold meetings, both regular and special, either within or outside the State of Delaware.

        Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the Board, or any committee designated by the Board, may participate in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

        2.6Conduct of Business.    Meetings of the Board shall be presided over by the Chairperson of the Board, if any, or in his or her absence by the Vice Chairperson of the Board, if any, or in the absence of the foregoing persons by a chairperson designated by the Board, or in the absence of such designation by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

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        2.7Regular Meetings.    Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board.

        2.8Special Meetings; Notice.    Special meetings of the Board for any purpose or purposes may be called at any time by the Chairperson of the Board, the Chief Executive Officer, the President, the Secretary or any two directors.

        Notice of the time and place of special meetings shall be:

        (i)    delivered personally by hand, by courier or by telephone;

        (ii)   sent by United States first-class mail, postage prepaid;

        (iii)  sent by facsimile; or

        (iv)  sent by electronic mail,

directed to each director at that director's address, telephone number, facsimile number or electronic mail address, as the case may be, as shown on the Company's records.

        If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile or (iii) sent by electronic mail, it shall be delivered or sent at least 24 hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least four days before the time of the holding of the meeting. Any oral notice may be communicated to the director. The notice need not specify the place of the meeting (if the meeting is to be held at the Company's principal executive office) nor the purpose of the meeting.

        2.9Quorum.    At all meetings of the Board, a majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board, except as may be otherwise specifically provided by statute, the certificate of incorporation or these bylaws. If a quorum is not present at any meeting of the Board, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.

        A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

        2.10Board Action by Written Consent Without a Meeting.    Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

        2.11Fees and Compensation of Directors.    Unless otherwise restricted by the certificate of incorporation or these bylaws, the Board shall have the authority to fix the compensation of directors.

        2.12Approval of Loans to Officers.    The Company may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the Company or of its subsidiary, including any officer or employee who is a director of the Company or its subsidiary, whenever, in the judgment of the Board, such loan, guaranty or assistance may reasonably be expected to benefit the Company. The loan, guaranty or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board shall approve, including, without limitation, a pledge of shares of stock of the Company.

6

        2.13Removal of Directors.    Unless otherwise restricted by statute, the certificate of incorporation or these bylaws, any director or the entire Board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

        No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director's term of office.

ARTICLE III—COMMITTEES

        3.1Committees of Directors.    The Board may designate one or more committees, each committee to consist of one or more of the directors of the Company. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board or in these bylaws, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company, and may authorize the seal of the Company to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the Company,

        3.2Committee Minutes.    Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

        3.3Meetings and Action of Committees.    Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:

        (i)    section 2.5 (Place of Meetings; Meetings by Telephone);

        (ii)   section 2.7 (Regular Meetings);

        (iii)  section 2.8 (Special Meetings; Notice);

        (iv)  section 2.9 (Quorum);

        (v)   section 2.10 (Board Action by Written Consent Without a Meeting); and

        (vi)  section 6.10 (Waiver of Notice)

with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the Board and its members. However:

        (i)    the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee;

        (ii)   special meetings of committees may also be called by resolution of the Board; and

        (iii)  notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

ARTICLE IV—OFFICERS

        4.1Officers.    The officers of the Company shall be a President and a Secretary. The Company may also have, at the discretion of the Board, a Chairperson of the Board, a Vice Chairperson of the

7

Board, a Chief Executive Officer, one or more Vice Presidents, a Chief Financial Officer, a Treasurer, one or more Assistant Treasurers, one or more Assistant Secretaries, and any such other officers as may be appointed in accordance with the provisions of these bylaws. Any number of offices may be held by the same person.

        4.2Appointment of Officers.    The Board shall appoint the officers of the Company, except such officers as may be appointed in accordance with the provisions of sections 4.3 and 4.5 of these bylaws, subject to the rights, if any, of an officer under any contract of employment.

        4.3Subordinate Officers.    The Board may appoint, or empower the Chief Executive Officer or, in the absence of a Chief Executive Officer, the President, to appoint, such other officers and agents as the business of the Company may require. Each of such officers and agents shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board may from time to time determine.

        4.4Removal and Resignation of Officers.    Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by an affirmative vote of the majority of the Board at any regular or special meeting of the Board or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board.

        Any officer may resign at any time by giving written notice to the Company. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice. Unless otherwise specified in the notice of resignation, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party.

        4.5Vacancies in Offices.    Any vacancy occurring in any office of the Company shall be filled by the Board or as provided in section 4.2.

        4.6Representation of Shares of Other Corporations.    Unless otherwise directed by the Board, the President or any other person authorized by the Board or the President is authorized to vote, represent and exercise on behalf of the Company all rights incident to any and all shares of any other corporation or corporations standing in the name of the Company. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

        4.7Authority and Duties of Officers.    Except as otherwise provided in these bylaws, the officers of the Company shall have such powers and duties in the management of the Company as may be designated from time to time by the Board and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board.

ARTICLE V—RECORDS AND REPORTS

        5.1Maintenance and Inspection of Records.    The Company shall, either at its principal executive office or at such place or places as designated by the Board, keep a record of its stockholders listing their names and addresses and the number and class of shares held by each stockholder, a copy of these bylaws as amended to date, accounting books, and other records.

        Any stockholder of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the Company's stock ledger, a list of its stockholders, and its other books and records and to make copies or extracts therefrom. A proper purpose shall mean a purpose reasonably related to such person's interest as a stockholder. In every instance where an attorney or other agent is the person who seeks the right to inspection, the demand under oath shall be accompanied by a power

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of attorney or such other writing that authorizes the attorney or other agent so to act on behalf of the stockholder. The demand under oath shall be directed to the Company at its registered office in Delaware or at its principal executive office.

        5.2Inspection by Directors.    Any director shall have the right to examine the Company's stock ledger, a list of its stockholders, and its other books and records for a purpose reasonably related to his or her position as a director. The Court of Chancery is hereby vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection sought. The Court may summarily order the Company to permit the director to inspect any and all books and records, the stock ledger, and the stock list and to make copies or extracts therefrom. The Court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other and further relief as the Court may deem just and proper.

        5.3Annual Report.    The Company shall cause an annual report to be sent to the stockholders of the Company to the extent required by applicable law. If and so long as there are fewer than 100 holders of record of the Company's shares, the requirement of sending of an annual report to the stockholders of the Company is expressly waived (to the extent permitted under applicable law).

ARTICLE VI—GENERAL MATTERS

        6.1Stock Certificates; Partly Paid Shares.    The shares of the Company shall be represented by certificates, provided that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Company. Notwithstanding the adoption of such a resolution by the Board, every holder of stock represented by certificates and upon request every holder of uncertificated shares shall be entitled to have a certificate signed by, or in the name of the Company by the Chairperson of the Board or Vice Chairperson of the Board, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Company representing the number of shares registered in certificate form. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Company with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

        The Company may issue the whole or any part of its shares as partly paid and subject to call for the remainder of the consideration to be paid therefor. Upon the face or back of each stock certificate issued to represent any such partly paid shares, upon the books and records of the Company in the case of uncertificated partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. Upon the declaration of any dividend on fully paid shares, the Company shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon.

        6.2Special Designation on Certificates.    If the Company is authorized to issue more than one class of stock or more than one series of any class, then the powers, the designations, the preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate that the Company shall issue to represent such class or series of stock; provided that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements there may be set forth on the face or back of the certificate that the Company shall issue to represent such class or series of stock a statement that the Company will furnish without charge to each stockholder who so requests the powers, the designations, the

9

preferences, and the relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

        6.3Lost Certificates.    Except as provided in this section 6.3, no new certificates for shares shall be issued to replace a previously issued certificate unless the latter is surrendered to the Company and cancelled at the same time. The Company may issue a new certificate of stock or uncertificated shares in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the Company may require the owner of the lost, stolen or destroyed certificate, or such owner's legal representative, to give the Company a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

        6.4Construction; Definitions.    Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the DGCL shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term "person" includes both a corporation and a natural person.

        6.5Dividends.    The Board, subject to any restrictions contained in either (i) the DGCL, or (ii) the certificate of incorporation, may declare and pay dividends upon the shares of its capital stock. Dividends may be paid in cash, in property, or in shares of the Company's capital stock.

        The Board may set apart out of any of the funds of the Company available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve. Such purposes shall include but not be limited to equalizing dividends, repairing or maintaining any property of the Company, and meeting contingencies.

        6.6Fiscal Year.    The fiscal year of the Company shall be fixed by resolution of the Board and may be changed by the Board.

        6.7Seal.    The Company may adopt a corporate seal, which shall be in such form as may be approved from time to time by the Board. The Company may use the corporate seal by causing it or a facsimile thereof to be impressed or affixed or in any other manner reproduced.

        6.8Stock Transfer Agreements.    The Company shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the Company to restrict the transfer of shares of stock of the Company of any one or more classes owned by such stockholders in any manner not prohibited by the DGCL.

        6.9Registered Stockholders.    The Company:

        (i)    shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends and to vote as such owner;

        (ii)   shall be entitled to hold liable for calls and assessments the person registered on its books as the owner of shares; and

        (iii)  shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of another person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

        6.10Waiver of Notice.    Whenever notice is required to be given under any provision of the DGCL, the certificate of incorporation or these bylaws, a written waiver, signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the

10

business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission unless so required by the certificate of incorporation or these bylaws.

ARTICLE VII—NOTICE BY ELECTRONIC TRANSMISSION

        7.1Notice by Electronic Transmission.    Without limiting the manner by which notice otherwise may be given effectively to stockholders pursuant to the DGCL, the certificate of incorporation or these bylaws, any notice to stockholders given by the Company under any provision of the DGCL, the certificate of incorporation or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice to the Company. Any such consent shall be deemed revoked if:

        (i)    the Company is unable to deliver by electronic transmission two consecutive notices given by the Company in accordance with such consent; and

        (ii)   such inability becomes known to the Secretary or an Assistant Secretary of the Company or to the transfer agent, or other person responsible for the giving of notice.

However, the inadvertent failure to treat such inability as a revocation shall not invalidate any meeting or other action.

        Any notice given pursuant to the preceding paragraph shall be deemed given:

        (i)    if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;

        (ii)   if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice;

        (iii)  if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; and

        (iv)  if by any other form of electronic transmission, when directed to the stockholder.

        An affidavit of the Secretary or an Assistant Secretary or of the transfer agent or other agent of the Company that the notice has been given by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

        7.2Definition of Electronic Transmission.    An "electronic transmission" means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

        7.3Inapplicability.    Notice by a form of electronic transmission shall not apply to Sections 164, 296, 311, 312 or 324 of the DGCL.

ARTICLE VIII—INDEMNIFICATION

        8.1Indemnification of Directors and Officers.    The Company shall indemnify and hold harmless, to the fullest extent permitted by the DGCL as it presently exists or may hereafter be amended, any director or officer of the Company who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding") by reason of the fact that he or she, or a person for whom he or she is

11

the legal representative, is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person in connection with any such Proceeding. The Company shall be required to indemnify a person in connection with a Proceeding initiated by such person only if the Proceeding was authorized by the Board.

        8.2Indemnification of Others.    The Company shall have the power to indemnify and hold harmless, to the extent permitted by applicable law as it presently exists or may hereafter be amended, any employee or agent of the Company who was or is made or is threatened to be made a party or is otherwise involved in any Proceeding by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was an employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses reasonably incurred by such person in connection with any such Proceeding.

        8.3Prepayment of Expenses.    The Company shall pay the expenses incurred by any officer or director of the Company, and may pay the expenses incurred by any employee or agent of the Company, in defending any Proceeding in advance of its final disposition; provided that the payment of expenses incurred by a person in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the person to repay all amounts advanced if it should be ultimately determined that the person is not entitled to be indemnified under this Article VIII or otherwise.

        8.4Determination; Claim.    If a claim for indemnification or payment of expenses under this Article VIII is not paid in full within sixty days after a written claim therefor has been received by the Company the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Company shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.

        8.5Non-Exclusivity of Rights.    The rights conferred on any person by this Article VIII shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the certificate of incorporation, these bylaws, agreement, vote of stockholders or disinterested directors or otherwise.

        8.6Insurance.    The Company may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Company would have the power to indemnify him or her against such liability under the provisions of the DGCL.

        8.7Other Indemnification.    The Company's obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or non-profit entity shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.

        8.8Amendment or Repeal.    Any repeal or modification of the foregoing provisions of this Article VIII shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

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ARTICLE IX—AMENDMENTS

        These bylaws may be adopted, amended or repealed by the stockholders entitled to vote. However, the Company may, in its certificate of incorporation, confer the power to adopt, amend or repeal bylaws upon the directors. The fact that such power has been so conferred upon the directors shall not divest the stockholders of the power, nor limit their power to adopt, amend or repeal bylaws.

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SANMINA-SCI USA, INC.

CERTIFICATE OF ADOPTION OF BYLAWS

        The undersigned hereby certifies that he or she is the duly elected, qualified and acting Assistant Secretary of Sanmina-SCI USA, Inc., a Delaware corporation (the "Company"), and that the foregoing bylaws were adopted as the bylaws of the Company on September 22, 2005 by the Company's board of directors.

        The undersigned has executed this certificate as of September 22, 2005.

/s/  CHRISTOPHER D. MITCHELL Christopher D. Mitchell, Assistant Secretary

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Exhibit 3.2.18

BYLAWS OF SANMINA-SCI USA, INC.
TABLE OF CONTENTS
BYLAWS
ARTICLE I—MEETINGS OF STOCKHOLDERS
ARTICLE II—DIRECTORS
ARTICLE III—COMMITTEES
ARTICLE IV—OFFICERS
ARTICLE V—RECORDS AND REPORTS
ARTICLE VI—GENERAL MATTERS
ARTICLE VII—NOTICE BY ELECTRONIC TRANSMISSION
ARTICLE VIII—INDEMNIFICATION
ARTICLE IX—AMENDMENTS
SANMINA-SCI USA, INC. CERTIFICATE OF ADOPTION OF BYLAWS

EX-4.1

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Exhibit 4.1

SANMINA-SCI CORPORATION,
as Issuer

THE GUARANTORS PARTY HERETO,
as Guarantors

and

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

Indenture

Dated as of                   ,

$                        

% Senior Subordinated Notes due

SANMINA-SCI CORPORATION

Reconciliation and tie between Trust Indenture Act
of 1939 and Indenture, dated as of                        ,

Trust Indenture Act Section	Indenture Section
§ 310(a)(1)	609
(a)(2)	609
(a)(3)	Not Applicable
(a)(4)	Not Applicable
(a)(5)	Not Applicable
(b)	608
(c)	Not Applicable
§ 311(a)	613
(b)	613
(c)	Not Applicable
§ 312(a)	701, 702
(b)	702
(c)	702
§ 313(a)	703
(b)(1)	703, 1103
(b)(2)	703
(c)	703
(d)	703
§ 314(a)	704, 1020
(c)(1)	102
(c)(2)	102
(c)(3)	Not Applicable
(e)	102
(f)	Not Applicable
§ 315(a)	601
(b)	602
(c)	601
(d)	601
(d)(1)	601
(e)	514
§ 316(a) (last sentence)	501
(a)(l)(A)	104, 501, 503, 512
(a)(l)(B)	501, 513
(a)(2)	Not Applicable
(b)	508
§ 317(a)(1)	503
(a)(2)	504
(b)	1003
§ 318(a)	107

Note:

This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.

TABLE OF CONTENTS

			Page
ARTICLE ONE		DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	1
	SECTION 101.	Definitions	1
	SECTION 102.	Compliance Certificates and Opinions	32
	SECTION 103.	Form of Documents Delivered to Trustee	33
	SECTION 104.	Acts of Holders; Record Date	33
	SECTION 105.	Notices, Etc., to Trustee and Company	35
	SECTION 106.	Notice to Holders; Waiver	35
	SECTION 107.	Conflict with Trust Indenture Act	35
	SECTION 108.	Effect of Headings and Table of Contents	35
	SECTION 109.	Successors and Assigns	36
	SECTION 110.	Separability Clause	36
	SECTION 111.	Benefits of Indenture	36
	SECTION 112.	Governing Law	36
	SECTION 113.	Legal Holidays	36
	SECTION 114.	Indenture and Securities Solely Corporate Obligations	36
	SECTION 115.	Counterparts	36
ARTICLE TWO		NOTE FORMS	37
	SECTION 201.	Forms Generally	37
	SECTION 202.	Restrictive Legends	37
ARTICLE THREE		THE NOTES	38
	SECTION 301.	Title and Terms	38
	SECTION 302.	Denominations	38
	SECTION 303.	Execution, Authentication, Delivery and Dating	38
	SECTION 304.	Temporary Notes	39
	SECTION 305.	Registration and Registration of Transfer and Exchange Generally; Certain Transfers and Exchanges, Provisions Applying to Global Notes	40
	SECTION 306.	Mutilated, Destroyed, Lost and Stolen Notes	42
	SECTION 307.	Payment of Interest; Interest Rights Preserved	43
	SECTION 308.	Persons Deemed Owners	43
	SECTION 309.	Cancellation	44
	SECTION 310.	Computation of Interest	44
	SECTION 311.	CUSIP Numbers	44
	SECTION 312.	Issuance of Additional Notes	44
	SECTION 313.	Designation of Notes as Senior Debt	45
ARTICLE FOUR		SATISFACTION AND DISCHARGE	45
	SECTION 401.	Satisfaction and Discharge of Indenture	45
	SECTION 402.	Application of Trust Money	46
ARTICLE FIVE		REMEDIES	46
	SECTION 501.	Events of Default	46
	SECTION 502.	Acceleration of Maturity; Rescission and Annulment	48
	SECTION 503.	Collection of Debt and Suits for Enforcement by Trustee	49

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	SECTION 504.	Trustee May File Proofs of Claim	49
	SECTION 505.	Trustee May Enforce Claims Without Possession of Notes	49
	SECTION 506.	Application of Money Collected	50
	SECTION 507.	Limitation on Suits and Remedies	50
	SECTION 508.	Unconditional Right of Holders to Receive Principal, Premium and Interest	50
	SECTION 509.	Restoration of Rights and Remedies	50
	SECTION 510.	Rights and Remedies Cumulative	51
	SECTION 511.	Delay or Omission Not Waiver	51
	SECTION 512.	Control by Holders	51
	SECTION 513.	Waiver of Past Defaults	51
	SECTION 514.	Undertaking for Costs	52
	SECTION 515.	Waiver of Stay or Extension Laws	52
ARTICLE SIX		THE TRUSTEE	52
	SECTION 601.	Certain Duties and Responsibilities	52
	SECTION 602.	Notice of Defaults	52
	SECTION 603.	Certain Rights of Trustee	52
	SECTION 604.	Not Responsible for Recitals or Issuance of Notes	54
	SECTION 605.	May Hold Notes	54
	SECTION 606.	Money Held in Trust	54
	SECTION 607.	Compensation and Reimbursement	54
	SECTION 608.	Disqualification: Conflicting Interests	55
	SECTION 609.	Corporate Trustee Required; Eligibility	55
	SECTION 610.	Resignation and Removal; Appointment of Successor	55
	SECTION 611.	Acceptance of Appointment by Successor	56
	SECTION 612.	Merger, Conversion, Consolidation or Succession to Business	56
	SECTION 613.	Preferential Collection of Claims Against Company	56
	SECTION 614.	Appointment of Authenticating Agent	56
ARTICLE SEVEN		HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY	58
	SECTION 701.	Company to Furnish Trustee Names and Addresses of Holders	58
	SECTION 702.	Preservation of Information; Communications to Holders	58
	SECTION 703.	Reports by Trustee	58
	SECTION 704.	Reports by Company	59
ARTICLE EIGHT		MERGERS, CONSOLIDATION AND SALE OF PROPERTY	59
	SECTION 801.	The Company May Consolidate, etc. only on Certain Terms	59
	SECTION 802.	The Notes Guarantors May Consolidate, etc. only on Certain Terms	60
ARTICLE NINE		SUPPLEMENTAL INDENTURES	60
	SECTION 901.	Supplemental Indentures Without Consent of Holders	60
	SECTION 902.	Supplemental Indentures with Consent of Holders	61
	SECTION 903.	Execution of Supplemental Indentures	62
	SECTION 904.	Effect of Supplemental Indentures	62
	SECTION 905.	Conformity with Trust Indenture Act	62
	SECTION 906.	Reference in Notes to Supplemental Indentures	62
	SECTION 907.	Notice of Supplemental Indenture	62
	SECTION 908.	Form of Consent	63

ii

ARTICLE TEN		COVENANTS	63
	SECTION 1001.	Payment of Principal, Premium and Interest	63
	SECTION 1002.	Maintenance of Office or Agency	63
	SECTION 1003.	Money for Note Payments to be Held in Trust	63
	SECTION 1004.	Corporate Existence	64
	SECTION 1005.	Maintenance of Properties	64
	SECTION 1006.	Payment of Taxes and Other Claims	64
	SECTION 1007.	Maintenance of Insurance	65
	SECTION 1008.	Limitation on Debt	65
	SECTION 1009.	Limitation on Restricted Payments	65
	SECTION 1010.	Limitation on Restrictions on Distributions from Restricted Subsidiaries	68
	SECTION 1011.	Limitation on Liens	70
	SECTION 1012.	[Intentionally Omitted]	70
	SECTION 1013.	Limitation on Asset Sales	70
	SECTION 1014.	Limitation on Transactions with Affiliates	72
	SECTION 1015.	Repurchase at the Option of Holders upon a Change of Control	73
	SECTION 1016.	Designation of Restricted and Unrestricted Subsidiaries	74
	SECTION 1017.	Payments for Consent	74
	SECTION 1018.	Limitation on Layered Debt	74
	SECTION 1019.	Available Information	74
	SECTION 1020.	Statement by Officers as to Default; Compliance Certificates	75
	SECTION 1021.	Waiver of Certain Covenants	75
	SECTION 1022.	Covenants After Fall-Away Event	75
ARTICLE ELEVEN		REDEMPTION OF NOTES	76
	SECTION 1101.	Right of Redemption	76
	SECTION 1102.	Applicability of Article	76
	SECTION 1103.	Election to Redeem; Notice to Trustee	76
	SECTION 1104.	Selection by Trustee of Notes to be Redeemed	77
	SECTION 1105.	Notice of Redemption	77
	SECTION 1106.	Deposit of Redemption Price	78
	SECTION 1107.	Notes Payable on Redemption Date	78
	SECTION 1108.	Notes Redeemed in Part	78
ARTICLE TWELVE		GUARANTEES	78
	SECTION 1201.	Notes Guarantee	78
	SECTION 1202.	Execution and Delivery of the Notes Guarantees	80
	SECTION 1203.	Limitation on Notes Guarantors' Liability	80
	SECTION 1204.	Rights under the Notes Guarantees	80
	SECTION 1205.	Primary Obligations	81
	SECTION 1206.	Notes Guarantee by Future Domestic Subsidiaries	81
	SECTION 1207.	Release of Notes Guarantors	82
ARTICLE THIRTEEN		DEFEASANCE AND COVENANT DEFEASANCE	82
	SECTION 1301.	Company's Option to Effect Defeasance or Covenant Defeasance	82
	SECTION 1302.	Defeasance and Discharge	82

iii

	SECTION 1303.	Covenant Defeasance	83
	SECTION 1304.	Conditions to Defeasance or Covenant Defeasance	83
	SECTION 1305.	Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions	84
	SECTION 1306.	Reinstatement	85
ARTICLE FOURTEEN		SUBORDINATION	85
	SECTION 1401.	Agreement to Subordinate	85
	SECTION 1402.	Liquidation, Dissolution, Bankruptcy	85
	SECTION 1403.	Default on Senior Debt	86
	SECTION 1404.	Acceleration of Payment of Securities	86
	SECTION 1405.	When Distribution Must Be Paid Over	87
	SECTION 1406.	Subrogation	87
	SECTION 1407.	Relative Rights	87
	SECTION 1408.	Subordination May Not Be Impaired by Company	87
	SECTION 1409.	Rights of Trustee and Paying Agent	87
	SECTION 1410.	Distribution or Notice to Representative	88
	SECTION 1411.	Article Fourteen Not to Prevent Events of Default or Limit Right to Accelerate	88
	SECTION 1412.	Trust Moneys Not Subordinated	88
	SECTION 1413.	Trustee Entitled to Rely	88
	SECTION 1414.	Trustee to Effectuate Subordination	88
	SECTION 1415.	Trustee Not Fiduciary for Holders of Senior Debt	88
	SECTION 1416.	Reliance by Holders of Senior Debt on Subordination Provisions	89
	SECTION 1417.	Subordination of Notes Guarantor	89
Exhibit A		Form of Note	A-1
Exhibit B		Guarantee	B-1

iv

        INDENTURE, dated as of                     ,        , among Sanmina-SCI Corporation, a corporation duly organized and existing under the laws of the State of Delaware, as issuer (herein called the "Company"), having its principal executive offices at 2700 North First Street, San Jose, California 95134, the Notes Guarantors (as defined herein) and U.S. Bank National Association, as trustee (herein called the "Trustee").

RECITALS OF THE COMPANY

        The Company has duly authorized the creation of an issue of its    % Senior Subordinated Notes due            , of substantially the tenor and amount hereinafter set forth herein, and to provide therefor the Company and the Notes Guarantors have duly authorized the execution and delivery of this Indenture. The Notes may consist of any of or all of the Original Notes or Additional Notes, each as defined herein. The Original Notes and any Additional Notes shall rank pari passu with one another, shall together constitute a single class and series of securities and will vote together as one series of securities under this Indenture.

        All things necessary to make the Notes, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company, and to make this Indenture a valid agreement of the Company, in accordance with their and its terms, have been done.

        All things necessary to make the Notes Guarantees, when executed by the Notes Guarantors and delivered hereunder, the valid obligations of the Notes Guarantors, and to make this Indenture a valid agreement of the Notes Guarantors, in accordance with their and its terms, have been done.

        This Indenture is subject to, and shall be governed by, the same provisions of the Trust Indenture Act that are required to be a part of and govern indentures qualified under the Trust Indenture Act.

        NOW, THEREFORE, THIS INDENTURE WITNESSETH:

        For and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders, as follows:

ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

        SECTION 101.    Definitions.

        (a)   For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

        (1)   the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

        (2)   all other terms used herein which are defined in the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), either directly or by reference therein, have the meanings assigned to them therein;

        (3)   all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles in the United States (whether or not such is indicated herein), and, except as otherwise herein expressly provided, the term "generally accepted accounting principles" or "GAAP" with respect to any financial or accounting computation required or permitted hereunder shall mean such accounting principles as are generally accepted in the United States as in effect from time to time;

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        (4)   unless the context otherwise requires, any reference to an "Article" or a "Section", or to an "Exhibit" or a "Schedule", refers to an Article or Section of, or to an Exhibit or a Schedule attached to, this Indenture, as the case may be;

        (5)   unless the context otherwise requires, any reference to a statute, rule or regulation refers to the same (including any successor statute, rule or regulation thereto) as it may be amended from time to time;

        (6)   unless otherwise specifically set forth herein, all calculations or determinations of a Person shall be performed or made on a consolidated basis in accordance with GAAP;

        (7)   the words "herein", "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision; and

        (8)   except as otherwise specifically provided in this Indenture, whenever the covenant or default provisions or definitions in this Indenture refer to an amount in U.S. dollars, that amount will be deemed to refer to the U.S. Dollar Equivalent of the amount of any obligation denominated in any other currency or currencies, including composite currencies. Any determination of U.S. Dollar Equivalent for any purpose under this Indenture will be determined as of a date of determination as described in the definition of "U.S. Dollar Equivalent" and, in any case, no subsequent change in the U.S. Dollar Equivalent after the applicable date of determination will cause such determination to be modified.

        (b)   Certain terms, used principally in Article Ten, are defined in that Article. Other terms are defined as follows:

        "6.75% Senior Subordinated Notes" means the 6.75% Senior Subordinated Notes due 2013 of the Company.

        "10.375% Senior Secured Notes" means the 10.375% Senior Secured Notes due January 15, 2010 of the Company.

        "Acquired Debt" means Debt of a Person (a) outstanding on the date on which such Person becomes a Restricted Subsidiary or (b) assumed in connection with the acquisition of assets from such Person. Acquired Debt shall be deemed to be Incurred on the date the acquired Person becomes a Restricted Subsidiary or the date of the related acquisition of assets from such Person.

        "Act," when referring to the Act of Holders, shall have the meaning set forth in Section 104.

        "Additional Assets" means:

        (a)   any Property (other than cash, Cash Equivalents and securities) to be owned by the Company or any Restricted Subsidiary and used in a Permitted Business, including, without limitation, receivables repurchased in connection with a Receivables Program;

        (b)   Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Company or another Restricted Subsidiary from any Person other than the Company or an Affiliate of the Company; provided, however, that, in the case of this clause (b), such Restricted Subsidiary is primarily engaged in a Permitted Business; and

        (c)   any Permitted Investment (other than as described in clauses (a), (b) (insofar as the Investment is made in a Restricted Subsidiary) or (d) of the definition of "Permitted Investment").

        "Additional Notes" means additional Notes that may be issued under this Indenture after the date that the Original Notes are first issued by the Company and authenticated by the Trustee under this Indenture, which shall rank pari passu with the Original Notes initially issued in all respects. Additional Notes shall include Notes of like terms and tenor issued in exchange for Additional Notes and any Successor Notes in respect thereof.

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        "Affiliate" of any specified Person means:

        (a)   any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person; or

        (b)   any other Person who is a director or executive officer of:

        (1)   such specified Person;

        (2)   any Subsidiary of such specified Person; or

        (3)   any Person described in clause (a) of this definition.

        For the purposes of this definition, "control" when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing. For purposes of Sections 1013 and 1014 and the definition of "Additional Assets" only, "Affiliate" shall also mean any beneficial owner of shares representing 10% or more of the total voting power of the Voting Stock (on a fully diluted basis) of the Company or of rights or warrants to purchase such Voting Stock (whether or not currently exercisable) and any Person who would be an Affiliate of any such beneficial owner pursuant to the first sentence of this definition.

        "Affiliate Transaction" has the meaning specified in Section 1014.

        "Agent Members" means any member of, or direct participants in, the Depository.

        "Allocable Excess Proceeds" has the meaning specified in Section 1013.

        "Applicable Procedures" means the rules and procedures of the Depository.

        "Asset Sale" means any sale, transfer, issuance or other disposition (or series of related sales, transfers, issuances or dispositions) by the Company or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a "disposition"), of:

        (a)   any shares of Capital Stock of a Restricted Subsidiary (other than directors' qualifying shares), or

        (b)   any other assets of the Company or any Restricted Subsidiary (excluding Capital Stock of the Company, cash and Cash Equivalents) outside of the ordinary course of business of the Company or such Restricted Subsidiary,

in the case of either clause (a) or (b), (1) that have a Fair Market Value in excess of $10.0 million, or (2) for net proceeds in excess of $10.0 million.

        Notwithstanding the foregoing clauses (a) and (b) of this definition, in no event shall an Asset Sale include:

        (1)   any disposition by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Restricted Subsidiary;

        (2)   any disposition that constitutes a Permitted Investment or Restricted Payment or any disposition of a Permitted Investment, in any such case, to the extent permitted by Section 1009;

        (3)   any disposition effected in compliance with Section 801;

        (4)   any disposition of damaged, worn out, surplus or other obsolete personal or real property in the ordinary course of business so long as such property is no longer necessary for the proper conduct of the business of the Company and its Restricted Subsidiaries;

3

        (5)   any issuance of Capital Stock by a Subsidiary of the Company to the Company or to another Subsidiary of the Company (other than the issuance of Capital Stock by a Restricted Subsidiary to an Unrestricted Subsidiary);

        (6)   the licensing by the Company or any Restricted Subsidiary of intellectual property or know-how on commercially reasonable terms and in the ordinary course of business;

        (7)   the sale, lease, conveyance or other disposition of Property in connection with the obligation of the Company or any Restricted Subsidiary to remarket or sell any Property at the end of the lease term or otherwise under or in connection with any Synthetic Lease or Sale and Leaseback Transaction relating to the Office Campus;

        (8)   the surrender or waiver of litigation rights or settlement, release or surrender of tort or other litigation claims of any kind;

        (9)   the sale, lease, conveyance or other disposition of Receivables Program Assets by the Company or any Restricted Subsidiary in connection with any Receivables Program;

        (10) the sub-lease of facilities of the Company or any Restricted Subsidiary and the lease by the Company or any Restricted Subsidiary of facilities under any operating lease, in either such case, in the ordinary course of business;

        (11) one or more sales of fixed assets by the Company or any Restricted Subsidiary in connection with the Restructuring Plans and any future restructuring plans of the Company, provided that the aggregate consideration for all such sales does not exceed $50.0 million; and

        (12) the granting of a Permitted Lien.

        "Attributable Debt" in respect of a Sale and Leaseback Transaction means, at any date of determination,

        (a)   if such Sale and Leaseback Transaction is a Capital Lease Obligation, the amount of Debt represented thereby according to the definition of "Capital Lease Obligation"; and

        (b)   in all other instances, the present value (discounted at the interest rate borne by the Notes, compounded annually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction (including any period for which such lease has been extended).

        "Authenticating Agent" means any Person authorized by the Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate Notes.

        "Available Credit" means, as of any date of determination, the maximum amount available that may be drawn under the Company's and each Restricted Subsidiary's Credit Facilities at such date of determination.

        "Average Life" means, as of any date of determination, with respect to any Debt or Preferred Stock, the quotient obtained by dividing:

        (a)   the sum of the product of the numbers of years (rounded to the nearest one-twelfth of one year) from the date of determination to the dates of each successive scheduled principal payment (or, in the case of the Company's Zero Coupon Debentures, to the Stated Maturity) of such Debt or redemption or similar payment with respect to such Preferred Stock multiplied by the amount of such payment by

        (b)   the sum of all such payments.

4

        "Board of Directors" means the Board of Directors of the Company or the Notes Guarantors, as the case may be, or any committee thereof authorized with respect to any particular matter to exercise the power of the Board of Directors.

        "Board Resolution" means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company or the Notes Guarantors, as the case may be, to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

        "Borrowing Base" means an amount equal to the sum of (A) 80% of the book value of the accounts receivable of the Company and its Restricted Subsidiaries plus (B) 60% of the book value of the inventory of the Company and its Restricted Subsidiaries, in each case as of the end of the most recently ended fiscal quarter of the Company for which financial statements of the Company have been made publicly available.

        "Business Day" means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in the City of New York, New York or San Jose, California or such other city in which the Corporate Trust Office of the Trustee is located, are authorized or obligated by law or executive order to close.

        "Capital Lease Obligations" means any obligation under a lease of any property (whether real, personal or mixed) that is capitalized for financial reporting purposes in accordance with GAAP; and the amount of Debt represented by such obligation shall be the capitalized amount of such obligations determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease. For purposes of Section 1011, a Capital Lease Obligation shall be deemed secured by a Lien on the Property being leased.

        "Capital Stock" means, with respect to any Person, any shares or other equivalents (however designated) of any class of corporate stock or partnership interests or any other participations, rights, warrants, options or other interests in the nature of an equity interest in such Person, including Preferred Stock, but excluding any debt security convertible or exchangeable into any such equity interest.

        "Capital Stock Sale Proceeds" means the aggregate cash proceeds received by the Company from the issuance or sale (other than to a Restricted Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees) by the Company of its Capital Stock (other than Disqualified Stock) after the Issue Date, net of attorneys' fees, accountants' fees, underwriters' or placement agents' fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

        "Cash Equivalents" means:

        (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 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

5

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 equivalent) by Moody's;

        (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 $500.0 million (or the foreign currency equivalent thereof);

        (d)   repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (a), (b) and (c) of this definition entered into with any bank meeting the qualifications specified in clause (c) of this definition;

        (e)   commercial paper rated at the time of acquisition thereof in one of the two highest categories obtainable from both S&P and Moody's 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) of this definition; and

        (g)   asset backed securities rated AAA or better by S&P or Moody's, with such securities having maturities of not more than thirteen months from the date of acquisition.

        "Change of Control" means the occurrence of any of the following events:

        (a)   if any "person" or "group" (as such terms are used in Sections 13 (d) and 14 (d) of the Exchange Act or any successor provisions to either of the foregoing), including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act, except that a person will be deemed to have "beneficial ownership" of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 50% or more of the total voting power of the Voting Stock of the Company (for purposes of this clause (a), such person or group shall be deemed to beneficially own any Voting Stock of a corporation held by any other corporation (the "parent corporation") so long as such person or group beneficially owns, directly or indirectly, in the aggregate a majority of the total voting power of the Voting Stock of such parent corporation); or

        (b)   the sale, transfer, assignment, lease, conveyance or other disposition, directly or indirectly, of all or substantially all the assets of the Company and its Restricted Subsidiaries, considered as a whole (other than a disposition of such assets as an entirety or virtually as an entirety to a Wholly Owned Restricted Subsidiary) shall have occurred, or the Company merges, consolidates or amalgamates with or into any other Person or any other Person merges, consolidates or amalgamates with or into the Company, in any such event pursuant to a transaction in which the outstanding Voting Stock of the Company is reclassified into or exchanged for cash, securities or other Property, other than any such transaction where:

        (1)   the outstanding Voting Stock of the Company is reclassified into or exchanged for other Voting Stock of the Company or for Voting Stock of the surviving corporation; and

        (2)   the holders of the Voting Stock of the Company immediately prior to such transaction own, directly or indirectly, not less than a majority of the Voting Stock of the Company or the surviving corporation immediately after such transaction and in substantially the same proportion as before the transaction;

6

        (c)   during any period of two consecutive years, individuals who at the beginning of such period constituted the Board of Directors (together with any new directors whose election or appointment by such Board or whose nomination for election by the shareholders of the Company was approved by a vote of not less than a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the Board of Directors then in office; or

        (d)   the shareholders of the Company shall have approved any plan of liquidation or dissolution of the Company.

        "Change of Control Offer" has the meaning specified in Section 1015.

        "Change of Control Purchase Date" has the meaning specified in Section 1015.

        "Change of Control Purchase Price" has the meaning specified in Section 1015.

        "Commission" means the U.S. Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

        "Commodity Agreement" means any forward contract, commodity swap agreement, commodity option agreement or other similar agreement or arrangement.

        "Company" means the corporation named as the "Company" in the first paragraph of this Indenture until a successor corporation shall have become such pursuant to the applicable provisions of this Indenture, and, thereafter, "Company" shall mean such successor corporation.

        "Company Request" or "Company Order" means a written request or order signed in the name of the Company by an Officer, and delivered to the Trustee.

        "Comparable Treasury Issue" means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Notes that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes.

        "Comparable Treasury Price" means, with respect to any Redemption Date:

        (a)   the average of the bid and ask prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) on the third Business Day preceding such Redemption Date, as set forth in the most recently published statistical release designated "H.15(519)" (or any successor release) published by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption "Treasury Constant Maturities"; or

        (b)   if such release (or any successor release) is not published or does not contain such prices on such Business Day, the Reference Treasury Dealer Quotations for such Redemption Date.

        "Consolidated Current Liabilities" means, as of any date of determination, the aggregate amount of liabilities of the Company and its consolidated Restricted Subsidiaries which may properly be classified as current liabilities (including taxes accrued as estimated), after eliminating:

        (a)   all intercompany items between the Company and any Restricted Subsidiary or between Restricted Subsidiaries; and

        (b)   all current maturities of long-term Debt.

7

        "Consolidated Interest Coverage Ratio" means, as of any date of determination, the ratio of:

        (a)   the aggregate amount of EBITDA for the most recently ended four consecutive fiscal quarters for which financial statements have been made publicly available; to

        (b)   Consolidated Interest Expense for such four fiscal quarters;

provided, however, that

        (1)   if

        (A)  since the beginning of such period but prior to such date of determination, the Company or any Restricted Subsidiary has Incurred any Debt that remains outstanding or Repaid any Debt; or

        (B)  the transaction giving rise to the need to calculate the Consolidated Interest Coverage Ratio is an Incurrence or Repayment of Debt,

Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Incurrence or Repayment as if such Debt was Incurred or Repaid on the first day of such period, provided that, (i) in the event of any such Repayment of Debt, EBITDA for such period shall be calculated as if the Company or such Restricted Subsidiary had not earned any interest income actually earned during such period in respect of the funds used to Repay such Debt and (ii) in making such computation, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period; and

        (2)   if

        (A)  since the beginning of such period but prior to such date of determination the Company or any Restricted Subsidiary shall have made any Asset Sale or an acquisition of Property which constitutes all or substantially all of an operating unit of a business;

        (B)  the transaction giving rise to the need to calculate the Consolidated Interest Coverage Ratio is such an Asset Sale or acquisition; or

        (C)  since the beginning of such period but prior to such date of determination any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Company or any Restricted Subsidiary since the beginning of such period) shall have made such an Asset Sale or acquisition;

EBITDA for such period shall be calculated after giving pro forma effect to such Asset Sale or acquisition as if such Asset Sale or acquisition had occurred on the first day of such period.

        If any Debt bears a floating rate of interest and is being given pro forma effect, the interest expense on such Debt shall be calculated as if the base interest rate in effect for such floating rate of interest on the date of determination had been the applicable base interest rate for the entire period (taking into account any Interest Rate Agreement applicable to such Debt if such Interest Rate Agreement has a remaining term in excess of the lesser of (i) 12 months and (ii) the remaining period until the Stated Maturity of such Debt). In the event the Capital Stock of any Restricted Subsidiary is sold during the period, the Company shall be deemed, for purposes of clause (b)(1) of this definition, to have Repaid during such period the Debt of such Restricted Subsidiary to the extent the Company and its continuing Restricted Subsidiaries are no longer liable for such Debt after such sale.

        "Consolidated Interest Expense" means (without duplication), for any period, the total interest expense of the Company and its consolidated Restricted Subsidiaries, plus, to the extent not included in

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such total interest expense, and to the extent Incurred by the Company or its Restricted Subsidiaries during that period:

        (a)   interest expense attributable to Capital Lease Obligations and the imputed interest with respect to Attributable Debt;

        (b)   amortization of debt discount and debt issuance cost, including commitment fees;

        (c)   capitalized interest;

        (d)   non-cash interest expense;

        (e)   commissions, discounts and other fees and charges owed with respect to letters of credit and bankers' acceptance financing;

        (f)    net costs associated with Hedging Obligations (including amortization of fees);

        (g)   Disqualified Stock Dividends, other than dividends payable to the Company or a Restricted Subsidiary of the Company;

        (h)   Preferred Stock Dividends, other than dividends payable to the Company or a Restricted Subsidiary of the Company;

        (i)    interest actually paid by the Company or any Restricted Subsidiary on any Debt of any other Person to the extent such Debt is Guaranteed by the Company or any Restricted Subsidiary; and

        (j)    cash contributions to any employee stock ownership plan or similar trust of the Company to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than the Company) in connection with Debt Incurred by such plan or trust.

        "Consolidated Net Income" means, for any period, the net income (loss) of the Company and its consolidated Restricted Subsidiaries; provided, however, that there shall not be included in such Consolidated Net Income (without duplication):

        (a)   if any Restricted Subsidiary is not a Wholly Owned Restricted Subsidiary, an amount that is equal to (i) the amount of net income attributable to such Restricted Subsidiary multiplied by (ii) the percentage ownership interest in the income of such Restricted Subsidiary not owned on the last day of such period by the Company or any of its Restricted Subsidiaries,

        (b)   any net income (loss) of any Person (other than the Company) if such Person is not a Restricted Subsidiary, except that:

        (1)   the Company's equity in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash or any Property distributed by such Person during such period to the Company or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (d) of this definition); and

        (2)   the Company's equity in a net loss of any such Person other than an Unrestricted Subsidiary for such period shall be included in determining such Consolidated Net Income;

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        (c)   for purposes of calculating the amount of Restricted Payments that may be made pursuant to clause (a)(3) of Section 1009 only, any net income (loss) of any Person acquired by the Company or any of its consolidated Subsidiaries in a pooling of interests transaction for any period prior to the date of such acquisition;

        (d)   any net income (loss) of any Restricted Subsidiary if such Restricted Subsidiary is unable to both pay dividends and otherwise distribute cash to the Company and any other Restricted Subsidiary because it is subject to the restrictions of its charter or other organizational document or any agreement, instrument, contract, judgment, decree, order or statute, rule or governmental regulation applicable to the Restricted Subsidiary, except that:

        (1)   the Company's equity in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash distributed by such Restricted Subsidiary during such period to the Company or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to another Restricted Subsidiary, to the limitation contained in this clause); and

        (2)   the Company's equity in a net loss of any such Restricted Subsidiary for such period shall be included in determining such Consolidated Net Income;

        (e)   any gain (or loss) realized upon the sale or other disposition of any Property of the Company or any of its consolidated Restricted Subsidiaries (including pursuant to any Sale and Leaseback Transaction) that is not sold or otherwise disposed of in the ordinary course of business;

        (f)    any extraordinary gain or loss;

        (g)   restructuring charges, write-downs and reserves (to the extent not excluded in subsection (f) of this definition) taken by the Company or its Restricted Subsidiaries during any such period, provided that:

        (1)   the aggregate amount of charges that are paid in cash that are excluded pursuant to this clause (g) in connection with the Restructuring Plans shall not in the aggregate exceed $60.0 million for all periods during which Consolidated Net Income may be calculated plus any restructuring charges taken in connection with the Restructuring Plans for the fiscal year ended October 1, 2005; and any charges paid in cash in excess of such amount shall be included in the calculation of Consolidated Net Income for the period when such charges are paid in cash; and

        (2)   the aggregate amount of charges that are paid in cash that are excluded pursuant to this clause (g) in connection with the Company's future restructuring plans shall not exceed $125.0 million for all periods during which Consolidated Net Income may be calculated plus any amounts permitted to be applied and not so applied to the $60.0 million limit set forth in subclause (1) above;

provided, further, that for purposes of calculating the amount of Restricted Payments that may be made pursuant to clause (a)(3) of Section 1009 only, this clause (g) shall not apply;

        (h)   the cumulative effect of a change in accounting principles; and

        (i)    any non-cash compensation expense realized for grants of, or in connection with the exercise of, performance shares, stock options or other rights to officers, directors and employees of the Company or any Restricted Subsidiary, provided that such shares, options or other rights can be redeemed at the option of the holder for Capital Stock of the Company (other than Disqualified Stock).

Notwithstanding the foregoing, for purposes of Section 1009 only, there shall be excluded from Consolidated Net Income any dividends, repayments of loans or advances or other transfers of assets from Unrestricted Subsidiaries to the Company or a Restricted Subsidiary to the extent such dividends,

10

repayments or transfers increase the amount of Restricted Payments permitted under clause (a)(3)(D) of Section 1009.

        "Consolidated Net Tangible Assets" means, as of any date of determination, the sum of the amounts that would appear on a consolidated balance sheet of the Company and its consolidated Restricted Subsidiaries as the total assets (less accumulated depreciation and amortization, allowances for doubtful receivables, other applicable reserves and other properly deductible items) of the Company and its Restricted Subsidiaries, after giving effect to purchase accounting and after deducting therefrom Consolidated Current Liabilities and, to the extent otherwise included in the determination of Consolidated Net Tangible Assets, the following amounts (without duplication) shall be excluded:

        (a)   the excess of cost over fair market value of assets or businesses acquired;

        (b)   unamortized debt discount and expenses and other unamortized deferred charges, goodwill, patents, trademarks, service marks, trade names, copyrights, licenses, organization or developmental expenses and other intangible items;

        (c)   minority interests in consolidated Subsidiaries held by Persons other than the Company or any Restricted Subsidiary;

        (d)   treasury stock;

        (e)   cash or securities set aside and held in a sinking or other analogous fund established for the purpose of redemption or other retirement of Capital Stock to the extent such obligation is not reflected in Consolidated Current Liabilities; and

        (f)    Investments in and assets of Unrestricted Subsidiaries.

        "Consolidated Net Worth" means, as of any date of determination, the total of the amounts shown on the consolidated balance sheet of such Person and its Restricted Subsidiaries as:

        (a)   the par or stated value of all outstanding Capital Stock of such Person; plus

        (b)   paid-in capital or capital surplus relating to such Capital Stock; plus

        (c)   any retained earnings or earned surplus less (1) any accumulated deficit, and (2) any amounts attributable to Disqualified Stock;

in each case as of the end of the most recent fiscal quarter of such Person for which financial statements have been made publicly available.

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

        "Convertible Debentures" means the Zero Coupon Debentures and the 3% Convertible Subordinated Notes Due 2007 issued by SCI Systems, Inc.

        "Convertible Debentures Repurchase" means the purchase, repurchase, redemption, defeasance or acquisition for value of any Convertible Debentures.

        "Corporate Trust Office" means the office of the Trustee or its affiliate at which at any particular time its corporate trust business may be administered and any additional office it may designate in writing to the Company. At the date of this Indenture, the Corporate Trust Office of the Trustee is located at 633 West 5th Street, 24th Floor, Los Angeles, California 90071, Attention: Corporate Trust Services (Sanmina SCI Corporation    % Senior Subordinated Notes due            ).

        "covenant defeasance" has the meaning specified in Section 1303.

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        "Credit Facilities" means, with respect to the Company or any Restricted Subsidiary, one or more debt or commercial paper facilities or instruments with banks or other institutional lenders whether acting with or through a trustee (including the Senior Credit Facility), or (b) indentures, in each case providing for one or more revolving credit loans, term loans, receivables or inventory financing (including through the sale of receivables or inventory to such lenders or to special purpose, bankruptcy remote entities formed to borrow from such lenders against such receivables or inventory) swing-line or commercial paper facilities (including any letter of credit, sub-facilities or other facilities), letters of credit or note facilities or issuances, in each case together with any Refinancings thereof, whether any such Refinancing is under one or more debt or commercial paper facilities, indentures or other agreements, by a lender or syndicate of lenders or trustees, including, in each case, any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, modified, renewed, refunded, replaced or refinanced from time to time, whether or not with the same agent, trustee, representative lender or holders, and irrespective of any change in the terms and conditions thereof.

        "Currency Exchange Protection Agreement" means, in respect of a Person, any foreign exchange contract, currency swap agreement, currency option or other similar agreement or arrangement designed to manage or hedge fluctuations in currency exchange rates.

        "Debt" means, with respect to any Person on any date of determination (without duplication):

        (a)   the principal of and premium (if any) and any other obligations in respect of:

        (1)   debt of such Person for money borrowed; and

        (2)   debt evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable;

        (b)   all Capital Lease Obligations of such Person and all Attributable Debt in respect of Sale and Leaseback Transactions entered into by such Person;

        (c)   all obligations of such Person to pay the deferred purchase price of Property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable and accrued expenses related thereto arising in the ordinary course of business and excluding any lease properly classified as an operating lease in accordance with GAAP);

        (d)   all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker's acceptance or similar credit transaction but excluding obligations with respect to letters of credit securing obligations (other than obligations described in clauses (a) through (c) of this definition and (f) and (g) of this definition) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the third Business Day following receipt by such Person of a demand for reimbursement following payment on the letter of credit;

        (e)   the amount of all obligations of such Person with respect to the Repayment of any Disqualified Stock;

        (f)    all obligations of the type referred to in clauses (a) through (e) of this definition of other Persons and all dividends of other Persons for the payment of which, in either case, such Person is liable as obligor or Guarantor, including by means of any Guarantee;

        (g)   all obligations of the type referred to in clauses (a) through (f) of this definition of other Persons secured by any Lien on any Property of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the fair market value (as determined by the Company in good faith) of such Property subject to such Lien or the amount of the obligation so secured; and

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        (h)   to the extent not otherwise included in this definition, the net liability under Hedging Obligations of such Person,

if and only to the extent that any of the preceding items (other than letters of credit, Hedging Obligations and obligations referred to in clauses (f) and (g) of this definition) would appear as a liability upon the balance sheet of the specified Person prepared in accordance with GAAP (and in the case of Disqualified Stock that does not appear as a liability upon the balance sheet, the price at which such Disqualified Stock may be redeemed by the holder thereof on the date such Disqualified Stock may first be redeemed by the holders thereof).

        In no event shall the term "Debt" include (i) any debt under any overdraft or cash management facility, provided that any such debt is incurred in the ordinary course of business and consistent with past practice, and is repaid in full no later than the business day immediately following the date on which it was incurred, or (ii) any trade payable. The amount of Debt of any Person at any date shall be (x) the accreted value thereof in the case of any Debt that does not require current payments of interest, (y) the principal amount of such Debt and (z) the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingent obligations at such date.

        "Default" means any event which is, or after notice or passage of time or both would be, an Event of Default.

        "Defaulted Interest" has the meaning specified in Section 307.

        "defeasance" has the meaning specified in Section 1302.

        "Depositary" means The Depositary Trust Company until a successor Depositary shall have become such pursuant to the applicable provisions of this Indenture, and thereafter Depositary shall mean each successor Depositary.

        "Designated Senior Debt" means:

        (a)   any Senior Debt that has, at the time of determination, an aggregate principal amount outstanding of at least $25.0 million (including the amount of all undrawn commitments and matured and contingent reimbursement obligations pursuant to letters of credit thereunder) that is specifically designated as such in the instrument evidencing such Senior Debt and is designated as such in a notice delivered by the Company to the holders or a Representative of the holders of such Senior Debt and in an Officers' Certificate delivered to the Trustee as "Designated Senior Debt" of the Company and any Notes Guarantor for purposes of the Indenture,

        (b)   any Senior Debt outstanding under the Credit Facilities, and

        (c)   Debt represented by the 10.375% Senior Secured Notes.

        "Disqualified Stock" means, with respect to any Person, any Capital Stock that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, in either case at the option of the holder thereof) or otherwise:

        (a)   matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;

        (b)   is or may become redeemable or repurchaseable at the option of the holder thereof, in whole or in part; or

        (c)   is convertible or exchangeable at the option of the holder thereof for Debt or Disqualified Stock;

on or prior to, in the case of clause (a), (b) or (c) of this definition, the date that is 91 days after the Stated Maturity of the Notes. Notwithstanding the foregoing, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or asset sale

13

will not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 1009.

        "Disqualified Stock Dividends" means all dividends made with respect to Disqualified Stock of the Company held by Persons other than a Restricted Subsidiary other than dividends paid in Capital Stock of the Company. The amount of any such dividend shall be equal to the quotient of such dividend divided by the difference between one and the maximum statutory federal income tax rate (expressed as a decimal number between 1 and 0) then applicable to the Company.

        "Dollar" and "$" means such coins or currency of the United States of America which is legal tender for payment of public and private debts.

        "Domestic Restricted Subsidiary" means any Restricted Subsidiary other than (a) a Foreign Restricted Subsidiary, (b) a Subsidiary of a Foreign Restricted Subsidiary and (c) any special purpose entity established solely in connection with a Receivables Program or any Synthetic Lease or Sale and Leaseback Transaction with respect to the Office Campus.

        "DTC" has the meaning set forth in Section 201(c).

        "EBITDA" means, for any period, an amount equal to, for the Company and its consolidated Restricted Subsidiaries:

        (a)   the sum of Consolidated Net Income for such period, plus the following to the extent reducing Consolidated Net Income for such period:

        (1)   the provision for taxes based on income or profits or utilized in computing net income;

        (2)   Consolidated Interest Expense;

        (3)   depreciation;

        (4)   amortization;

        (5)   any other non-cash items (other than any such non-cash item to the extent that it represents an accrual of or reserve for cash expenditures in any future period);

        (6)   charges associated with integration-related expenses (but excluding any associated restructuring expenses) Incurred in such period in connection with any merger or acquisition permitted under the Senior Credit Facility, as in effect on the Issue Date;

        (7)   accelerated recognition of pension expenses previously deferred under FAS 87/88 in connection with early termination of SCI Systems, Inc.'s "Supplemental Retirement Plan" not to exceed $20.0 million in the aggregate;

        (8)   charges associated with the repayment or redemption of the Convertible Debentures, the 10.375% Senior Secured Notes or the 6.75% Senior Subordinated Notes; and

        (9)   to the extent that GAAP requires stock-based compensation or share-based payments to be expensed, any non-cash charges associated therewith, minus

        (b)   all non-cash items increasing Consolidated Net Income for such period.

Notwithstanding the foregoing clause (a), the provision for taxes and the depreciation, amortization and non-cash items of a Restricted Subsidiary shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion) that the net income of such Restricted Subsidiary was included in calculating Consolidated Net Income and only if a corresponding amount would be permitted at the date of determination to be paid as dividends to the Company by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its

14

charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to such Restricted Subsidiary or its shareholders.

        "Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock).

        "Equity Offering" means (a) any public offering of common stock (other than Disqualified Stock) of the Company or (b) any unregistered offering of common stock (other than Disqualified Stock) of the Company with net cash proceeds in excess of $50 million.

        "European Economic Area" means the member nations of the European Economic Area pursuant to the Oporto Agreement on the European Economic Area dated May 2, 1992, as amended.

        "Event of Default" has the meaning specified in Section 501.

        "Excess Proceeds" has the meaning specified in Section 1013.

        "Exchange Act" means the Securities Exchange Act of 1934, as it may be amended and any successor act thereto.

        "Expiration Date" has the meaning specified in Section 104.

        "Fair Market Value" means, with respect to any Property, the price that would reasonably be expected to be paid in an arm's-length free market transaction, for cash, between a willing seller and a willing buyer, neither of whom is under undue pressure or compulsion to complete the transaction. Fair Market Value shall be determined, except as otherwise provided,

        (a)   if such Property has a Fair Market Value equal to or less than $50.0 million, by any Officer of the Company; or

        (b)   if such Property has a Fair Market Value in excess of $50.0 million, by a majority of the Board of Directors and evidenced by a Board Resolution, dated within 45 days of the relevant transaction and delivered to the Trustee.

        "Fall-Away Event" means the occurrence of the following events:

        (a)   the Notes have received Investment Grade Ratings from both Rating Agencies;

        (b)   no Default or Event of Default has occurred or is continuing; and

        (c)   the Company has delivered to the Trustee an Officers' Certificate certifying as to the events specified in clauses (a) and (b) of this definition.

        "Foreign Restricted Subsidiary" means any Restricted Subsidiary that is not organized under the laws of the United States or any state thereof or the District of Columbia.

        "Foreign Subsidiary" means any Subsidiary of the Company that is not organized under the laws of the United States, any state thereof or the District of Columbia.

        "Global Note" means a Note that is registered in the Note Register in the name of a Depositary or a nominee thereof.

        "Guarantee" or "Guaranty" means any obligation, contingent or otherwise, of any Person guaranteeing in any manner any Debt of any other Person; provided, however, that the terms "Guarantee" and "Guaranty" shall not include:

        (a)   endorsements for collection or deposit in the ordinary course of business; or

        (b)   a contractual commitment by one Person to invest in another Person for so long as such Investment is reasonably expected to constitute a Permitted Investment under clause (b) of the definition of "Permitted Investment."

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The term "Guarantee" used as a verb has a corresponding meaning. The term "Guarantor" shall mean any Person Guaranteeing any obligation.

        "Hedging Obligation" of any Person means any obligation of such Person pursuant to any Interest Rate Agreement, Currency Exchange Protection Agreement, Commodity Agreement or any other similar agreement or arrangement.

        "Holder" means the Person in whose name any Note is registered in the Note Register.

        "Incur" means, with respect to any Debt or other obligation of any Person, to create, issue, incur (by merger, conversion, exchange or otherwise), extend, assume, Guarantee or become liable in respect of such Debt or other obligation or the recording, as required pursuant to GAAP or otherwise, of any such Debt or obligation on the balance sheet of such Person (and "Incurrence" and "Incurred" shall have meanings correlative to the foregoing); provided, however, that a change in GAAP that results in an obligation of such Person that exists at such time, and is not theretofore classified as Debt, becoming Debt shall not be deemed an Incurrence of such Debt; provided, further, however, that any Debt or other obligations of a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Subsidiary at the time it becomes a Subsidiary.

        "Indenture" means this instrument as originally executed or as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof including, for all purposes of this instrument and any such supplemental indenture, the Exhibits attached to this instrument.

        "Independent Investment Banker" means one of the Reference Treasury Dealers, or if any such firm is unwilling or unable to select the Comparable Treasury Issue, an investment banking firm of national reputation selected by the Company.

        "Interest Payment Date" means those dates specified in the Notes for the payment of interest on the Notes.

        "Interest Rate Agreement" means, for any Person, any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other similar agreement designed to manage fluctuations in interest rates.

        "Investment" by any Person means any direct or indirect loan (other than advances to customers or other persons in the ordinary course of business that are recorded as accounts receivable, prepaid expenses or deposits on the balance sheet of such Person), advance or other extension of credit or capital contribution (by means of transfers of cash or other Property to others or payments for Property or services for the account or use of others) (but excluding commission, travel and similar advances to officers, directors and employees made in the ordinary course of business) to, or Incurrence of a Guarantee of any obligation of, or purchase or acquisition of Capital Stock, bonds, notes, debentures or other securities or evidence of Debt issued by, any other Person; provided that in no event shall the licensing or transfer of know-how or intellectual property or the providing of services, each in the ordinary course of business, be considered an Investment. If the Company or any Restricted Subsidiary sells or otherwise disposes of any Capital Stock of any direct or indirect Restricted Subsidiary such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company, the Company shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value (as determined in good faith by the Company) of the Capital Stock of such Restricted Subsidiary not sold or disposed.

        "Investment Grade Rating" means a rating equal to or higher than Baa3 (or the equivalent) by Moody's and BBB- (or the equivalent) by S&P (or the equivalent investment grade rating by another Rating Agency).

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        "Issue Date" means the date on which the Notes are initially issued pursuant to this Indenture.

        "Lien" with respect to a Person means, with respect to any Property of such Person, any mortgage or deed of trust, pledge, hypothecation, security interest, lien, fixed or floating charge, easement (other than any easement not materially impairing usefulness or marketability), encumbrance or other security agreement of any kind or nature whatsoever on or with respect to such Property (including any Capital Lease Obligation, conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing); provided, that the term "Lien" shall not include any lease properly classified as an operating lease in accordance with GAAP.

        "Liquidity" means the cash and Cash Equivalents on the balance sheet of the Company and its Restricted Subsidiaries plus the Available Credit of the Company and its Restricted Subsidiaries as of a date that is no earlier than three business days prior to the date of determination.

        "Make-Whole Premium" means, with respect to a Note on any date of redemption, the greater of:

        (a)   1% of the principal amount of such Note; or

        (b)   the excess of (1) the present value at such date of redemption of (A) the Redemption Price of such Note at            ,             as set forth in Section 1101(a) plus (B) all remaining required interest payments (exclusive of interest accrued and unpaid to the date of redemption) due on such Note through,            ,             , computed using a discount rate equal to the Treasury Rate plus 50 basis points, over (2) the then outstanding principal amount of such Note.

        "Moody's" means Moody's Investors Service, Inc. or any successor to the rating agency business thereof.

        "Net Available Cash" from any Asset Sale means cash payments actually received therefrom by the Company or its Restricted Subsidiaries (including any cash payments actually received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Debt or other obligations relating to the Property that is the subject of such Asset Sale or received in any other non-cash form), in each case net of:

        (a)   all legal, title and recording expenses, commissions and other fees and expenses Incurred (including, without limitation, investment banking, sales commissions and relocation expenses), and all Federal, state, provincial, foreign and local taxes required to be accrued as a liability under GAAP, as a consequence of such Asset Sale;

        (b)   all payments made on any Debt that is secured by any Lien upon Property that is the subject of such Asset Sale, or by applicable law, which are repaid out of the proceeds from such Asset Sale;

        (c)   all distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Sale; and

        (d)   any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

        "Note" and "Notes" means the    % Senior Subordinated Notes due     , and more particularly means any Original Notes and Additional Notes authenticated and delivered under this Indenture or any supplemental indenture hereto. For all purposes of this Indenture, the term "Notes" shall include any Additional Notes that may be issued under a supplemental indenture and, for purposes of this Indenture, both the Notes and the Additional Notes shall vote together as one series of Notes under this Indenture.

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        "Note Register" has the meaning set forth in Section 305(a)(1).

        "Note Registrar" has the meaning set forth in Section 305(a)(1).

        "Notes Guarantees" means Guarantees of the Company's obligations under this Indenture and the Notes by the Notes Guarantors in accordance with the provisions of this Indenture.

        "Notes Guarantors" means each Domestic Restricted Subsidiary on the Issue Date and any other Person that becomes a Guarantor of the Company's obligations under this Indenture and the Notes pursuant to Section 1206 or who executes and delivers a supplemental indenture to this Indenture providing for a Notes Guarantee.

        "Notice of Default" means a written notice of the kind specified in Section 501(b).

        "Obligations" means all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Debt.

        "Office Campus" means the Company's principal office campus located on North First Street in San Jose, California.

        "Officer" means (a) the Chief Executive Officer, the President, the Chief Financial Officer or any Vice President of the Company and (b) the Treasurer or Assistant Treasurer or Secretary or Assistant Secretary of the Company.

        "Officers' Certificate" means a certificate signed by (a) (1) one Officer listed in clause (a) of the definition of "Officer" and (2) one Officer listed in clause (b) of the definition of "Officer," or (b) two Officers listed in clause (a) of the definition of "Officer," and, in either case, delivered to the Trustee.

        "Opinion of Counsel" means a written opinion from legal counsel to the Company. The counsel may be an employee of, or counsel to, the Company or the Trustee.

        "Original Notes" means the Notes issued on the Issue Date and their Successor Notes.

        "Outstanding" when used with respect to Notes, means, as of the date of determination, all Notes therefore authenticated and delivered under this Indenture, except:

        (a)   Notes theretofore cancelled by the Trustee or Authenticating Agent or delivered to the Trustee or Authenticating Agent for cancellation;

        (b)   Notes, or portions thereof, for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Notes; provided that if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;

        (c)   Notes, except to the extent provided in Sections 1302 and 1303, with respect to which the Company has effected defeasance and/or covenant defeasance as provided in Article Thirteen; and

        (d)   Notes which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, other than any such Notes in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Notes are held by a bona fide purchaser in whose hands such Notes are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Notes have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Notes owned by the Company or any other obligor of the Notes or any Affiliate of the

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Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver or other action, only Notes which the Trustee knows to be so owned by written notice delivered at its notice address specified in Section 105 hereof, shall be so disregarded. Notes so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Notes and that the pledgee is not the Company or any other obligor upon the Notes or any Affiliate of the Company or of such other obligor.

        "pari passu," when used with respect to the ranking of any Debt of any Person in relation to other Debt of such Person, means that each such Debt (a) either (i) is not subordinated in right of payment to any other Debt of such Person or (ii) is subordinate in right of payment to the same Debt of such Person as is the other and is so subordinate to the same extent and (b) is not subordinate in right of payment to the other or to any Debt of such Person as to which the other is not so subordinate.

        "Paying Agent" means any Person authorized by the Company to pay the principal of (and premium, if any) or interest on any Note on behalf of the Company, which initially shall be the Trustee.

        "Payment Blockage Period" has the meaning specified in Section 1403.

        "Payment Blockage Notice" has the meaning specified in Section 1403.

        "Permitted Business" means any business that is related, ancillary or complementary to the businesses of the Company and the Restricted Subsidiaries on the Issue Date or any reasonable extension thereof.

        "Permitted Debt" is defined to include the following:

        (a)   Debt of the Company evidenced by the Notes issued on the Issue Date;

        (b)   Debt of the Company or a Restricted Subsidiary under any Credit Facilities, provided that on the date of Incurrence the aggregate principal amount of the Debt to be Incurred plus all Debt previously issued pursuant to this clause (b) which remains outstanding shall not exceed (1) the greater of (A) $800.0 million and (B) the Borrowing Base, less (2) the amount by which any such Debt previously Incurred under this clause (b) that has been permanently reduced by the amount of Net Available Cash used to Repay Debt and not subsequently reinvested in Additional Assets or used to purchase Notes or Repay other Debt pursuant to Section 1013;

        (c)   Debt of the Company or a Restricted Subsidiary in respect of Capital Lease Obligations and Purchase Money Debt, provided that:

        (1)   the aggregate principal amount of such Debt does not exceed the fair market value (as determined by the Company in good faith) on the date of the Incurrence thereof in the case of a Capital Lease Obligation and on the date of the acquisition, construction, lease, improvement or installation of the underlying asset in the case of Purchase Money Debt, of the Property acquired, constructed, leased, improved or installed; and

        (2)   the aggregate principal amount of all Debt Incurred pursuant to this clause (c) at any one time outstanding (together with all Permitted Refinancing Debt Incurred and then outstanding in respect of Debt previously Incurred pursuant to this clause (c)) shall not exceed 10.0% of Total Assets;

        (d)   Debt of the Company owing to and held by any Restricted Subsidiary and Debt of a Restricted Subsidiary owing to and held by the Company or any Restricted Subsidiary; provided, however, that (1) if the Company is the obligor on such Debt, such Debt must be contractually subordinated in right of payment to the Notes, and (2) any subsequent issue or transfer of Capital Stock or other event that results in any such Debt being held by a Person other than the Company or a

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Restricted Subsidiary or any subsequent transfer of any such Debt (except to the Company or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Debt by the issuer thereof;

        (e)   Debt of a Restricted Subsidiary outstanding on the date on which such Restricted Subsidiary was acquired by the Company or otherwise became a Restricted Subsidiary (other than Debt Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Subsidiary of the Company or was otherwise acquired by the Company), provided that the aggregate principal amount (or accreted value, as applicable) of all such Debt Incurred pursuant to this clause (e) at any time outstanding shall not exceed $50.0 million;

        (f)    Debt under Hedging Obligations entered into by the Company or a Restricted Subsidiary for the purpose of fixing, managing or hedging interest rate, commodity or currency risk in the ordinary course of the financial management of the Company or such Restricted Subsidiary and not for speculative purposes;

        (g)   Debt in connection with one or more banker's acceptances, letters of credit, surety or performance bonds or security deposits issued by the Company or a Restricted Subsidiary in the ordinary course of business and for purposes customary in the Company's industry;

        (h)   Debt of the Company or a Restricted Subsidiary outstanding on the Issue Date, other than Debt under the Notes and the Senior Credit Facility;

        (i)    Debt of the Company or a Restricted Subsidiary in an aggregate principal amount (or accreted value or liquidation preference, as applicable) outstanding at any one time and Incurred pursuant to this clause (i) not to exceed $150.0 million;

        (j)    in addition to the Debt that may be Incurred under clause (b) of this definition, the Incurrence of Debt by one or more Foreign Restricted Subsidiaries in an aggregate principal amount (or accreted value, as applicable) at any time outstanding (together with all Permitted Refinancing Debt Incurred and then outstanding in respect of Debt previously Incurred pursuant to this clause (j)) not to exceed 10.0% of Consolidated Tangible Foreign Assets, provided that;

        (1)   no Default or Event of Default shall have occurred or be continuing or would be caused by such Incurrence of Debt, and

        (2)   such Debt shall be used solely:

        (A)  to fund the working capital or used for general corporate purposes of such Foreign Restricted Subsidiary; or

        (B)  to pay dividends or any other distributions on or in respect of its Capital Stock or pay any Debt or other obligation owed, or make any loans or advances, in each case, to the Company or any other Restricted Subsidiary;

        (k)   the Guarantee by the Company of Debt of a Restricted Subsidiary or the Guarantee (given substantially concurrent with the Incurrence of Debt being Guaranteed) by a Restricted Subsidiary of Debt of the Company or any other Restricted Subsidiary of the Company, in each case with respect to Debt that is permitted to be Incurred by Section 1008 or this definition of Permitted Debt;

        (l)    Debt Incurred by the Company or a Restricted Subsidiary not to exceed the greater of $50.0 million and the Fair Market Value of the Office Campus, in each case that is secured by a mortgage on the Office Campus;

        (m)  Permitted Refinancing Debt Incurred in respect of Debt Incurred pursuant to clause (a)(1) of Section 1008 and clauses (a), (c), (e), (h), (j) and (l) of this definition and this clause (m).

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        "Permitted Investment" means any Investment by the Company or a Restricted Subsidiary in:

        (a)   the Company;

        (b)   any Restricted Subsidiary or any Person that will, upon the making of such Investment, become a Restricted Subsidiary, provided that the primary business of such Restricted Subsidiary is a Permitted Business;

        (c)   any Person if as a result of such Investment such Person is merged or consolidated with or into, or transfers or conveys all or substantially all its Property to, or is liquidated into, the Company or a Restricted Subsidiary, provided that such Person's primary business is a Permitted Business;

        (d)   cash or Cash Equivalents;

        (e)   Investments (i) of the types specified in the definition of Cash Equivalents but which mature on dates up to three years from the date of acquisition and (ii) consisting of corporate obligations with long-term ratings of A or better from S&P and A2 or better from Moody's, having maturities of not more than twelve months from the date of acquisition, so long as the aggregate value of the Investments described in clauses (i) and (ii) does not exceed 20% of the value of cash and short-term investments and long-term investments of the types described in the definition of Cash Equivalents and this clause (e), in each case as shown on the Company's most recent balance sheet that has been made publicly available;

        (f)    receivables owing to the Company or a Restricted Subsidiary, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms (and Investments obtained in exchange for or settlement of accounts receivable for which the Company or a Restricted Subsidiary has determined that collection is not likely); provided, however, that such trade terms may include such concessionary trade terms as the Company or such Restricted Subsidiary deems reasonable under the circumstances;

        (g)   commission, entertainment, relocation, payroll, travel 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;

        (h)   loans and advances to, or Guarantees of third party loans to, employees, directors and officers made in the ordinary course of business consistent with past practices of the Company or such Restricted Subsidiary and in compliance with applicable laws, provided that such loans and advances in the aggregate do not exceed $5.0 million at any one time outstanding;

        (i)    any acquisition of Property solely in exchange for the issuance of Capital Stock (other than Disqualified Stock) or the transfer on a non-exclusive basis of intellectual property or know-how of the Company;

        (j)    any Investment received in settlement of debts created in the ordinary course of business and owing to the Company or a Restricted Subsidiary or in satisfaction of judgments, including pursuant to a plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or consideration received in settlement of litigation claims in tort, bankruptcy, liquidation, receivership or insolvency or otherwise;

        (k)   any Person to the extent such Investment represents the non-cash portion of the consideration received in connection with an Asset Sale consummated in compliance with Section 1013;

        (l)    Hedging Obligations permitted under Section 1008;

        (m)  prepaid expenses and negotiable instruments held for collection in the ordinary course of business;

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        (n)   lease, utility and workers' compensation, performance and other similar deposits arising in the ordinary course of business;

        (o)   Investments existing as of the Issue Date and Investments purchased or received in exchange for such Investments, provided that any additional consideration provided by the Company or any Restricted Subsidiary in such exchange shall be not be permitted pursuant to this clause (o);

        (p)   loans or advances to customers in the ordinary course of business;

        (q)   any Person engaged in a Permitted Business, provided that such Investments in the aggregate do not exceed 10% of Total Assets at any one time outstanding; and

        (r)   the Original Notes, any Additional Notes and the Notes Guarantees.

        "Permitted Joint Venture" means any Person that is, directly or indirectly, engaged principally in a Permitted Business, and the Capital Stock (or securities convertible into Capital Stock) of which is owned by the Company and one or more Persons other than the Company or any Affiliate of the Company.

        "Permitted Junior Securities" means:

        (a)   Capital Stock in the Company or any Notes Guarantor; or

        (b)   debt securities (including debt securities that are issued in exchange for Senior Debt) that are subordinated to all Senior Debt to substantially the same extent that, or to a greater extent than, the Notes and the Notes Guarantees are subordinated to Senior Debt and that have a Stated Maturity after (and do not provide for scheduled principal payments prior to) the Stated Maturity of any Senior Debt;

provided, however, that, if such Capital Stock or debt securities are distributed in a bankruptcy or insolvency proceeding, such Capital Stock or debt securities are distributed pursuant to a plan of reorganization consented to by each class of Designated Senior Debt.

        "Permitted Liens" means:

        (a)   Liens on any assets to secure Debt permitted to be Incurred pursuant to Section 1008 under clause (b) of the definition of "Permitted Debt" and other Obligations related thereto;

        (b)   Liens to secure Debt permitted to be Incurred pursuant to Section 1008 under clause (c) of the definition of "Permitted Debt" and other Obligations related thereto, Liens to secure Capital Lease Obligations and Purchase Money Debt (and other Obligations related thereto) where the aggregate principal amount of such Debt at any time outstanding shall not exceed 10.0% of Total Assets, provided that, in each case, any such Lien may not extend to any Property of the Company or any Restricted Subsidiary, other than the Property acquired, constructed, improved or leased with the proceeds of such Debt and any additions, parts, attachments, fixtures, leasehold improvements, proceeds, improvements or accessions related thereto;

        (c)   Liens for taxes, assessments or governmental charges or levies on the Property of the Company or any Restricted Subsidiary if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings, provided that any reserve or other appropriate provision that shall be required in conformity with GAAP shall have been made therefor;

        (d)   Liens imposed by law or arising by operation of law, including without limitation, landlords', mailmen's, suppliers', vendors', carriers', warehousemen's and mechanics' Liens and other similar Liens, Liens for master's and crew's wages and other similar laws, on the Property of the Company or any Restricted Subsidiary arising in the ordinary course of business and for payment obligations that are not more than 60 days past due or are being contested in good faith and by appropriate proceedings;

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        (e)   Liens on the Property of the Company or any Restricted Subsidiary Incurred in the ordinary course of business to secure performance of obligations with respect to statutory or regulatory requirements, performance or return-of-money bonds, surety or appeal bonds or other obligations of a like nature and Incurred in a manner consistent with industry practice;

        (f)    Liens on Property at the time the Company or any Restricted Subsidiary acquired such Property, including any acquisition by means of a merger or consolidation with or into the Company or any Restricted Subsidiary; provided, however, that any such Lien may not extend to any other Property of the Company or any Restricted Subsidiary; provided further, however, that such Liens shall not have been Incurred in anticipation of or in connection with the transaction or series of transactions pursuant to which such Property was acquired by the Company or any Restricted Subsidiary;

        (g)   Liens on the Property of a Person existing at the time such Person becomes a Restricted Subsidiary; provided, however, that any such Lien may not extend to any other Property of the Company or any other Restricted Subsidiary that is not a direct Subsidiary of such Person; provided further, however, that any such Lien was not Incurred in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Restricted Subsidiary;

        (h)   Liens Incurred or pledges or deposits made by the Company or any Restricted Subsidiary under workmen's compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Debt) or leases to which the Company or any Restricted Subsidiary is party, or deposits to secure public or statutory obligations of the Company, or deposits for the payment of rent, in each case Incurred in the ordinary course of business;

        (i)    utility easements, building restrictions and such other encumbrances or charges against real Property as are of a nature generally existing with respect to properties of a similar character;

        (j)    Liens existing on the Issue Date not otherwise described in clauses (a) through (i) of this definition;

        (k)   Liens not otherwise described in clauses (a) through (j) of this definition on the Property of any Restricted Subsidiary that is not a Notes Guarantor to secure any Debt permitted to be Incurred by such Restricted Subsidiary pursuant to Section 1008;

        (l)    Liens on the Property of the Company or any Restricted Subsidiary to secure any Refinancing, in whole or in part, of any Debt secured by Liens referred to in clauses (a), (b), (f), (g), (j), (k), (o), (p), (t), (u), (x) and (y) of this definition; provided, however, that any such Lien shall be limited to all or part of the same Property that secured the original Lien (together with improvements and accessions to such Property) and the aggregate principal amount of Debt that is secured by such Lien shall not be increased to an amount greater than the sum of:

        (1)   the outstanding principal amount, or, if greater, the committed amount, of the Debt secured by Liens described under clauses (a), (b), (f), (g), (j), (k), (o), (p), (t), (u), (x) and (y) of this definition, as the case may be, at the time the original Lien became a Permitted Lien under this Indenture; and

        (2)   an amount necessary to pay any fees and expenses, including premiums and defeasance costs, incurred by the Company or such Restricted Subsidiary in connection with such Refinancing;

        (m)  judgment Liens not giving rise to a Default or Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings that may have been initiated for the review of such judgment, decree or order shall not have been finally terminated or the period within which such proceedings may be initiated shall not have expired;

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        (n)   Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person's obligations in respect of banker's acceptances issued or credited for the account of such Person to facilitate the purchase, shipment or storage of such inventory or goods;

        (o)   Liens securing obligations of the Company under Hedging Obligations permitted to be Incurred pursuant to Section 1008 under clause (f) of the definition of "Permitted Debt";

        (p)   Liens securing reimbursement obligations with respect to commercial letters of credit that encumber cash, documents and other Property relating to such letters of credit and proceeds thereof;

        (q)   Liens on assets leased to the Company or a Restricted Subsidiary if such lease is properly classified as an operating lease in accordance with GAAP or is a Synthetic Lease or Sale and Leaseback Transaction relating to the Office Campus;

        (r)   Liens arising under consignment or similar arrangements for the sale of goods in the ordinary course of business;

        (s)   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;

        (t)    Liens securing obligations of the Company or any Restricted Subsidiary in respect of a Receivables Program, provided that any such Lien will be limited to the Receivables Program Assets under such Receivables Program;

        (u)   Liens on cash securing obligations of the Company or a Restricted Subsidiary in connection with or under a Synthetic Lease or Sale and Leaseback Transaction relating to the Office Campus;

        (v)   Liens in favor of the Company;

        (w)  Liens on Capital Stock of Unrestricted Subsidiaries;

        (x)   Liens on the Office Campus to secure Debt permitted to be Incurred pursuant to Section 1008 under clause (l) of the definition of "Permitted Debt";

        (y)   Liens securing other Debt not exceeding $10.0 million at any time outstanding; and

        (z)   Liens arising out of transactions relating to tax-planning strategies of the Company and its Restricted Subsidiaries; provided, that all such transactions are between or among Restricted Subsidiaries, the Company and any trustee, transfer agent or escrow agent relating to such tax-planning strategies, or any combination of the foregoing parties.

        "Permitted Refinancing Debt" means any Debt that Refinances any other Debt, including any successive Refinancings, so long as:

        (a)   such Debt is in an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) not in excess of the sum of:

        (1)   the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) and all accrued interest then outstanding of the Debt being Refinanced; and

        (2)   an amount necessary to pay any fees and expenses, including premiums and defeasance costs, related to such Refinancing;

        (b)   the Average Life of such Debt is equal to or greater than the Average Life of the Debt being Refinanced;

        (c)   the Stated Maturity of such Debt is no earlier than the Stated Maturity of the Debt being Refinanced; and

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        (d)   the new Debt shall not be senior in right of payment to the Debt that is being Refinanced, except that, in the case of any Debt that Refinances the Convertible Debentures, such Debt may be senior in right of payment to the Convertible Debentures, provided, that such Debt is subordinated or pari passu in right of payment to the Notes;

provided, however, that Permitted Refinancing Debt shall not include:

        (1)   Debt of a Subsidiary that is not a Notes Guarantor that Refinances Debt of the Company or a Notes Guarantor; or

        (2)   Debt of the Company or a Restricted Subsidiary that Refinances Debt of an Unrestricted Subsidiary.

        "Person" means any individual, corporation, company (including any limited liability company), association, partnership, joint venture, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

        "Predecessor Note" of any particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Note shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Note.

        "Preferred Stock" means any Capital Stock of a Person, however designated, which entitles the holder thereof to a preference with respect to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of any other class of Capital Stock issued by such Person.

        "Preferred Stock Dividends" means all dividends (other than dividends paid in Capital Stock of the Company) made with respect to Preferred Stock of Restricted Subsidiaries held by Persons other than the Company or a Wholly Owned Restricted Subsidiary. The amount of any such dividend shall be equal to the quotient of such dividend divided by the difference between one and the maximum statutory federal income rate (expressed as a decimal number between 1 and 0) then applicable to the issuer of such Preferred Stock.

        "Prepayment Offer" has the meaning specified in Section 1013(d).

        "pro forma" means, with respect to any calculation made or required to be made pursuant to the terms of this Indenture, a calculation performed in accordance with Article Eleven of Regulation S-X promulgated under the Securities Act, as interpreted in good faith by an Officer, or otherwise a calculation made in good faith by an Officer after consultation with the independent certified public accountants of the Company.

        "Property" means, with respect to any Person, any interest of such Person in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including Capital Stock in, and other securities of, any other Person. For purposes of any calculation required pursuant to this Indenture, the value of any Property shall be its fair market value.

        "Purchase Agreement" means the Purchase Agreement dated            ,        between the Company, the Guarantors named therein and the Purchasers.

        "Purchase Date" has the meaning specified in Section 1013(d).

        "Purchase Money Debt" means Debt:

        (a)   consisting of the deferred purchase price of Property, conditional sale obligations, obligations under any title retention agreement, other purchase money obligations and obligations in respect of

25

industrial revenue bonds, in each case where the maturity of such Debt does not exceed the anticipated useful life of the Property being financed; or

        (b)   Incurred to finance all or any part of the purchase price or cost of an acquisition, construction improvement, installation or lease by the Company or a Restricted Subsidiary of Property used in the business of the Company and its Restricted Subsidiaries, including additions and improvements thereto;

provided, however, that such Debt is Incurred within 180 days after the acquisition, construction, improvement, installation or lease of such Property by the Company or such Restricted Subsidiary.

        "Purchase Price" has the meaning specified in Section 1013(d).

        "Purchasers" means                        .

        "Rating Agency" means Moody's and S&P (or, if either such entity ceases to rate the Notes for reasons outside the control of the Company, then in place of that entity, any other securities rating organization nationally recognized in the United States and selected by the Company as a replacement agent).

        "Receivables Program" means, with respect to any Person, an agreement or other arrangement or program providing for the advance of funds to such Person against the pledge, contribution, sale or other transfer or encumbrances of Receivables Program Assets of such Person or such Person and/or one or more of its Subsidiaries.

        "Receivables Program Assets" means all of the following Property and interests in Property, including any undivided interest in any pool of any such Property or interests, whether now existing or existing in the future or hereafter arising or acquired:

        (a)   accounts (as defined in the Uniform Commercial Code or any similar or equivalent legislation as in effect in any applicable jurisdiction);

        (b)   accounts receivable, general intangibles, instruments, contract rights, documents and chattel paper (including, without limitation, all rights to payment created by or arising from sales of goods, leases of goods or the rendition of services, no matter how evidenced, whether or not earned by performance);

        (c)   all unpaid sellers' or lessors' rights (including, without limitation, rescission, replevin, reclamation and stoppage in transit) relating to any of the foregoing or arising therefrom;

        (d)   all rights to any goods or merchandise represented by any of the foregoing;

        (e)   all reserves and credit balances with respect to any such accounts receivable or account debtors;

        (f)    all letters of credit, security or Guarantees of any of the foregoing;

        (g)   all insurance policies or reports relating to any of the foregoing;

        (h)   all collection or deposit accounts relating to any of the foregoing;

        (i)    all books and records relating to any of the foregoing;

        (j)    all instruments, contract rights, chattel paper, documents and general intangibles relating to any of the foregoing; and

        (k)   all proceeds of any of the foregoing.

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        "Redemption Date" when used with respect to any Note to be redeemed, in whole or in part, means the date fixed for such redemption by or pursuant to this Indenture.

        "Redemption Price" when used with respect to any Note to be redeemed, in whole or in part, means the price at which it is to be redeemed pursuant to this Indenture.

        "Reference Treasury Dealer" means                        , and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer"), the Company shall substitute therefor another Primary Treasury Dealer.

        "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any Redemption Date, the average, as determined by the Independent Investment Banker, of the bid and ask prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer at 5:00 p.m. on the third Business Day preceding such Redemption Date.

        "Refinance" means, in respect of any Debt, to refinance, extend, renew, defease, amend, modify, supplement, restructure, replace, refund or Repay, or to issue other Debt, in exchange or replacement for, such Debt. "Refinanced" and "Refinancing" shall have correlative meanings.

        "Regular Record Date" has the meaning specified in the form of Note attached as Exhibit A.

        "Repay" means, in respect of any Debt, to repay, prepay, repurchase, redeem, legally defease or otherwise retire such Debt. "Repayment" and "Repaid" shall have correlative meanings. For purposes of Section 1013 and the definition of "Consolidated Interest Coverage Ratio," Debt shall be considered to have been Repaid only to the extent the related loan commitment, if any, shall have been permanently reduced in connection therewith.

        "Representative" means the trustee, agent or representative expressly authorized to act in such capacity, if any, for an issue of Senior Debt.

        "Responsible Officer," when used with respect to the Trustee, means any officer in the Corporate Trust Office of the Trustee and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject.

        "Restricted Payment" means:

        (a)   any dividend or distribution (whether made in cash, securities or other Property) declared or paid on or with respect to any shares of Capital Stock of the Company or any Restricted Subsidiary (including any such payment in connection with any merger or consolidation with or into the Company or any Restricted Subsidiary), except for any dividend or distribution that is made solely to the Company or a Restricted Subsidiary (and, if such Restricted Subsidiary is not a Wholly Owned Restricted Subsidiary, to the other shareholders of such Restricted Subsidiary on a pro rata basis or on a basis that results in the receipt by the Company or a Restricted Subsidiary of dividends or distributions of greater value than it would receive on a pro rata basis) or any dividend or distribution payable solely in shares of Capital Stock (other than Disqualified Stock) of the Company;

        (b)   the purchase, repurchase, redemption, acquisition or retirement for value of any Capital Stock of the Company (other than from a Restricted Subsidiary);

        (c)   the purchase, repurchase, redemption, acquisition or retirement for value, prior to the earliest of the Stated Maturity or the date for any sinking fund or amortization or other installment payment, of any Subordinated Debt (other than the purchase, repurchase, redemption, acquisition or retirement of any Subordinated Debt purchased in anticipation of satisfying a payment at the earliest of the Stated

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Maturity, or the date of any sinking fund or amortization or other installment obligation, in each case due within one year of the date of purchase, repurchase, redemption, acquisition or retirement); or

        (d)   any Investment (other than Permitted Investments) in any Person.

        "Restricted Subsidiary" means any Subsidiary of the Company other than an Unrestricted Subsidiary.

        "Restructuring Plans" means each of the restructuring plans of the Company and its Subsidiaries as announced by the Company on (1) October 29, 2002 in the Company's press release and earnings conference call relating to its fourth quarter ended September 28, 2002 and year-end results for fiscal 2002 and (2) July 10, 2004 in the Company's press release and earnings call relating to its third quarter ended June 26, 2004, as revised in the Company's press release and earnings call relating to its first quarter ended January 1, 2005.

        "S&P" means Standard & Poor's Ratings Service or any successor to the rating agency business thereof.

        "Sale and Leaseback Transaction" means any direct or indirect arrangement relating to Property now owned or hereafter acquired whereby the Company or a Restricted Subsidiary transfers such Property to another Person and the Company or a Restricted Subsidiary leases it from such Person. Neither a transaction solely between the Company and any of its Restricted Subsidiaries or between any Restricted Subsidiaries of the Company, nor a sale and leaseback transaction that is consummated within 180 days after the purchase of the assets subject to such transaction, shall be considered a Sale and Leaseback Transaction.

        "Securities Act" means the Securities Act of 1933, as amended from time to time, and (unless the context otherwise requires) includes the rules and regulations of the Commission promulgated thereunder.

        "Senior Credit Facility" means the Amended and Restated Credit and Guaranty Agreement, dated as of December 16, 2005, among, inter alia, the Company, the Notes Guarantors, the lenders from time to time party thereto, Bank of America, N.A., as Initial Issuing Bank, Citicorp USA, Inc., as Syndication Agent, The Bank of Nova Scotia, Deutsche Bank Trust Company Americas and KeyBank National Association, as Co-Documentation Agents, Banc of America Securities LLC and Citigroup Global Markets Inc., as Joint Book Managers and Joint Lead Arrangers, Bank of America, N.A., as Administrative Agent, and Citibank, N.A., as Collateral Agent, including any related notes, collateral documents, letters of credit and documentation and Guarantees and any appendices, exhibits or schedules to any of the foregoing, as any or all of such agreements (or any other agreement that Refinances any or all of such agreements or any of the foregoing other agreements) may be amended, restated, modified or supplemented from time to time, or renewed, refunded, refinanced, restructured, replaced, Repaid or extended from time to time, whether with the original agents and lenders or other agents and lenders or otherwise, and whether provided under the original credit agreement or one or more other credit agreements or otherwise.

        "Senior Debt" means:

        (a)   all obligations consisting of the principal, premium, if any, and accrued and unpaid interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Company whether or not such post-filing interest is allowed in such proceeding) in respect of:

        (1)   Debt of the Company for borrowed money; and

        (2)   Debt of the Company evidenced by notes, debentures, bonds or other similar instruments permitted under this Indenture for the payment of which the Company is responsible or liable;

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        (b)   all Capital Lease Obligations of the Company and all Attributable Debt in respect of Sale and Leaseback Transactions entered into by the Company;

        (c)   all obligations of the Company:

        (1)   for the reimbursement of any obligor on any letter of credit, bankers' acceptance or similar credit transaction;

        (2)   under Hedging Obligations; or

        (3)   issued or assumed as the deferred purchase price of Property and all conditional sale obligations of the Company and all obligations under any title retention agreement permitted under this Indenture; and

        (d)   all obligations of other Persons of the type referred to in clauses (a), (b) and (c) of this definition for the payment of which the Company is responsible or liable as Guarantor;

provided, however, that Senior Debt shall not include:

        (1)   Debt of the Company that is by its terms subordinate or pari passu in right of payment to the Notes, including any Subordinated Debt or any Senior Subordinated Debt;

        (2)   any Debt Incurred in violation of the provisions of this Indenture;

        (3)   accounts payable or any other obligations of the Company to trade creditors created or assumed by the Company in the ordinary course of business in connection with the obtaining of materials or services (including Guarantees thereof or instruments evidencing such liabilities);

        (4)   any liability for Federal, state, local or other taxes owed or owing by the Company;

        (5)   any obligation of the Company to any Subsidiary; or

        (6)   any obligations with respect to any Capital Stock of the Company.

        "Senior Debt" of any Notes Guarantor has a correlative meaning to the definition of "Senior Debt."

        "Senior Subordinated Debt" of the Company means the 6.75% Senior Subordinated Notes, the Notes and any other subordinated Debt of the Company that specifically provides that such Debt is to rank pari passu with the Notes and is not subordinated by its terms to any other Subordinated Debt or other obligation of the Company which is not Senior Debt. "Senior Subordinated Debt" of any Notes Guarantor has a correlative meaning.

        "Significant Subsidiary" means any Subsidiary that would be a "significant subsidiary" of the Company within the meaning of Rule 1-02 under Regulation S-X promulgated by the Commission. In no event shall an Unrestricted Subsidiary be considered a Significant Subsidiary for purposes of this definition.

        "Special Record Date" for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307.

        "Stated Maturity" means, with respect to any security, the date specified in such security as the fixed date on which the payment of principal of such security is due and payable, including pursuant to any mandatory redemption or repurchase provision (but excluding any provision providing for the redemption or repurchase of such security at the option of the holder thereof upon the happening of any contingency beyond the control of the issuer unless such contingency has occurred).

        "Subordinated Debt" means any Debt of the Company or any Notes Guarantor (whether outstanding on the Issue Date or thereafter Incurred) that is subordinate or junior in right of payment to the Notes or the applicable Notes Guaranty, as the case may be, pursuant to a written agreement to

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that effect. No Debt of the Company or a Notes Guarantor shall be deemed to be subordinated in right of payment to any other Debt of the Company or such Notes Guarantor solely by virtue of any Liens, Guarantees, maturity of payments or structural subordination.

        "Subsidiary" means, in respect of any Person, any corporation, company (including any limited liability company), association, partnership, joint venture or other business entity of which a majority of the total voting power of the Voting Stock is at the time owned or controlled, directly or indirectly, by:

        (a)   such Person;

        (b)   such Person and one or more Subsidiaries of such Person; or

        (c)   one or more Subsidiaries of such Person.

        "Successor Note" of any particular Note means every Note issued after, and evidencing all or a portion of the same debt as that evidenced by, such particular Note; and for the purposes of this definition, any Note authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Note shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Note.

        "Surviving Person" has the meaning set forth in Section 801.

        "Suspended Covenants" has the meaning specified in Section 1022.

        "Suspension Period" means any period or periods beginning on the date of a Fall-Away Event and ending on the earlier of (A) the date one or both Rating Agencies withdraw their ratings or downgrade the ratings assigned to the Notes below Investment Grade Ratings or (B) the date on which a Default or Event of Default occurs and is continuing.

        "Synthetic Lease" means an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, for U.S. federal income tax purposes, is characterized as the indebtedness of such Person (without regard to accounting treatment) and any related documents including any refinancings, extensions, renewals, defeasance, amendments, modifications, supplements, restructuring, replacements, refundings, repayments, payments, purchases, redemptions or retirements, or the entering into of other such leases or agreements, in exchange or replacement for, such agreement or lease.

        "Total Assets" means, as of any date of determination, the amount that would appear on a consolidated balance sheet of the Company and its consolidated Restricted Subsidiaries as the total assets.

        "Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the yield to maturity of the Comparable Treasury Issue, compounded semi-annually, assuming a price for such Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

        "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed, except as provided in Section 905; provided, however, that, in the event the Trust Indenture Act of 1939 is amended after such date, "Trust Indenture Act" means, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

        "Trustee" means the Person named as the "Trustee" in the first subsection of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Trustee" shall mean such successor Trustee.

        "United States" or "U.S." means the United States of America (including the States thereof and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction.

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        "Unregistered Senior Debt" means any Senior Debt of the Company or any Subsidiary that was issued in a transaction not registered under the Securities Act or which the Company has not agreed to register the resale of, or exchange for, Senior Debt in a transaction registered under the Securities Act.

        "Unrestricted Notes Certificate" means a certificate substantially in the form set forth in Exhibit D.

        "Unrestricted Subsidiary" means any Subsidiary of the Company that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that such Subsidiary at the time of such designation:

        (a)   is a Person with respect to which neither the Company nor any Restricted Subsidiary has an obligation to (1) subscribe for additional Capital Stock or (2) maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results;

        (b)   has no Debt other than Debt:

        (1)   as to which neither the Company nor any of its Restricted Subsidiaries (A) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Debt), (B) is directly or indirectly liable as a Guarantor or otherwise, or (C) constitutes the lender; provided, however, the Company or a Restricted Subsidiary may loan, advance or extend credit to, or Guarantee the Debt of, an Unrestricted Subsidiary that is permitted under Sections 1008 and 1009;

        (2)   no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Debt (other than the Notes, the Notes Guarantees or any Guarantee permitted by the proviso to paragraph (1) of this clause (b)) of the Company or any of its Restricted Subsidiaries, in an aggregate amount greater than $50.0 million or its foreign currency equivalent at the time, to declare a default on such other Debt or cause the payment thereof to be accelerated or payable prior to its Stated Maturity; and

        (3)   as to which the lenders have been notified in writing or have otherwise agreed in writing that they will not have any recourse to the stock or other Property of the Company or any Restricted Subsidiary, except for Debt that has been Guaranteed by the Company or any Restricted Subsidiary as permitted by the proviso to paragraph (1) of this clause (b);

        (c)   does not own any Capital Stock, or hold any Lien on any Property of, the Company or any Restricted Subsidiary; and

        (d)   is not a party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that could reasonably be expected to be obtained at the time from any Person that is not an Affiliate of the Company or any Restricted Subsidiary.

        Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers' Certificate certifying that such designation complied with the preceding conditions and was permitted under Section 1009. If at any time any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Debt of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date, and, if such Debt is not permitted to be Incurred as of such date under the covenant described under Section 1008, the Company shall be in default of such covenant. The Board of Directors may at any time designate an Unrestricted Subsidiary to be a Restricted Subsidiary; provided that (1) all Liens and Debt of such Unrestricted Subsidiary outstanding immediately following such designation, would, if Incurred at such time, have been permitted to be

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Incurred under this Indenture, and (2) no Default or Event of Default would occur or be continuing following such designation. The term "Unrestricted Subsidiary" shall also include any Subsidiary of an Unrestricted Subsidiary.

        "U.S. Dollar Equivalent" means, with respect to any monetary amount in a currency other than the U.S. dollar, at or as of any time for the determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for the purchase of U.S. dollars with the applicable foreign currency as quoted by Reuters (or, if Reuters ceases to provide such spot quotations, by any other reputable service as is providing such spot quotations, as selected by the Company) at approximately 11:00 a.m. (New York City time) on a day not more than two business days prior to such determination.

        "U.S. Government Obligations" means direct obligations (or certificates representing an ownership interest in such obligations) of the United States of America (including any agency or instrumentality thereof) for the payment of which the full faith and credit of the United States of America is pledged and which are not callable or redeemable at the issuer's option.

        "U.S. Person" has the meaning set forth in Rule 902(k) under the Securities Act.

        "Vice President," when used with respect to the Company, means any vice president, whether or not designated by a number or a word or words added before or after the title "vice president."

        "Voting Stock" of any Person means all classes of Capital Stock or other interests (including partnership interests) of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.

        "Wholly Owned Restricted Subsidiary" means, at any time, a Restricted Subsidiary, all the Capital Stock of which (except director's qualifying shares or shares required by applicable law to be held by third persons) is at such time owned, directly or indirectly, by the Company and its other Wholly Owned Restricted Subsidiaries.

        "Zero Coupon Debentures" means the Zero Coupon Convertible Subordinated Debentures due 2020 of the Company.

        SECTION 102.    Compliance Certificates and Opinions.    

        (a)   Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officers' Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirement set forth in this Indenture.

        (b)   Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include (in form reasonably satisfactory to the Trustee):

        (1)   a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

        (2)   a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

        (3)   a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with (which, in the case of an Opinion of Counsel, may be limited to reliance on an Officers' Certificate as to matters of fact); and

        (4)   a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

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        SECTION 103.    Form of Documents Delivered to Trustee.    

        (a)   In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

        (b)   Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

        (c)   Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

        SECTION 104.    Acts of Holders; Record Date.    

        (a)   Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by any agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. The Trustee shall promptly deliver to the Company copies of all such instruments delivered to the Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section 104.

        (b)   The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.

        (c)   The ownership of Notes (including the principal amount and serial numbers of Notes held by any Person, and the date of holding the same) shall be proved by the Note Register.

        (d)   Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Note.

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        (e)   The Company may set any day as a record date for the purpose of determining the Holders of Outstanding Notes entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Notes; provided that the Company may not set a record date for, and the provisions of this subsection shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in subsection (f). If not set by the Company prior to the first solicitation of a Holder made by any Person in respect of any such matter referred to in the foregoing sentence, the record date for any such matter shall be the 30th day (or, if later, the date of the most recent list of Holders required to be provided pursuant to Section 701) prior to such first solicitation. If any record date is set pursuant to this subsection, the Holders of Outstanding Notes on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Notes on such record date. Nothing in this subsection (e) shall be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this subsection (e) (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this subsection shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Notes on the date such action is taken. Promptly after any record date is set pursuant to this subsection, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder in the manner set forth in Section 106.

        (f)    The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Notes entitled to join in the giving or making of (1) any Notice of Default, (2) any declaration of acceleration referred to in Section 502, (3) any request to institute proceedings referred to in Section 507 or any direction referred to in Section 512. If any record date is set pursuant to this subsection, the Holders of Outstanding Notes on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Notes on such record date. Nothing in this subsection shall be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this subsection (whereupon the record date previously set shall automatically and with no action by any Person be cancelled and of no effect), and nothing in this subsection shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Notes on the date such action is taken. Promptly after any record date is set pursuant to this subsection, the Trustee, at the Company's expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder in the manner set forth in Section 106.

        (g)   With respect to any record date set pursuant to this Section 104, the party hereto which sets such record date may designate any day as the "Expiration Date" and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder in the manner set forth in Section 106, on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section 104, the party hereto which set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this subsection. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date.

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        (h)   Without limiting the foregoing provisions, a Holder entitled hereunder to take any action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount.

        SECTION 105.    Notices, Etc., to Trustee and Company.    

        Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

        (a)   the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing to or with the Trustee at its Corporate Trust Office, Attention: Corporate Trust Department.

        (b)   the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the Recitals to this Indenture or at any other address previously furnished in writing to the Trustee by the Company.

        SECTION 106.    Notice to Holders; Waiver.    

        (a)   Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, or delivered by hand or overnight courier, to each Holder affected by such event, at his address as it appears in the Note Register, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice, with a copy to Trustee at the same time, and delivered to the Trustee in the manner provided in clause (a) of Section 105. In any case where notice to Holders is given by mail, neither the failure to mail or deliver by hand or overnight courier such notice, nor any defect in any notice so mailed or delivered by hand or overnight courier, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

        (b)   In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

        SECTION 107.    Conflict with Trust Indenture Act.    

        Until such time as this Indenture shall be qualified under the Trust Indenture Act, this Indenture, the Company and the Trustee shall be deemed for all purposes hereof to be subject to and governed by the Trust Indenture Act to the same extent as would be the case if this Indenture were so qualified on the date hereof. If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act that is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or excluded, as the case may be.

        SECTION 108.    Effect of Headings and Table of Contents.    

        The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

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        SECTION 109.    Successors and Assigns.    

        All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

        SECTION 110.    Separability Clause.    

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

        SECTION 111.    Benefits of Indenture.    

        Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto, any Paying Agent, any Notes Registrar and their successors hereunder and the Holders of Notes, any benefit or any legal or equitable right, remedy or claim under this Indenture.

        SECTION 112.    Governing Law.

THIS INDENTURE, THE NOTES AND EACH NOTATION OF A NOTES GUARANTY DELIVERED PURSUANT TO SECTION 1202 SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

        SECTION 113.    Legal Holidays.

        In any case where any Interest Payment Date, Redemption Date, Purchase Date or Stated Maturity of any Note shall not be a Business Day, then (notwithstanding any other provision of this Indenture or of the Notes) payment of interest or principal (and premium, if any) need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Redemption Date or Purchase Date, or at the Stated Maturity, provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date or Purchase Date or Stated Maturity, as the case may be if and to the extent the required payment is made on the next succeeding Business Day.

        SECTION 114.    Indenture and Securities Solely Corporate Obligations.    

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

        SECTION 115.    Counterparts.

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

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ARTICLE TWO
NOTE FORMS

        SECTION 201.    Forms Generally.

        (a)   The Notes and the Trustee's certificates of authentication shall be in substantially the form of Exhibit A attached hereto, the terms of which are incorporated in and made a part of this Indenture. Each Note shall include the Notes Guarantee in the form of Exhibit B attached hereto, executed by the Notes Guarantors existing on the date of issuance of such Note, the terms of which are incorporated in and made a part of this Indenture. The Notes may have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange, any organizational document or governing instrument or applicable law, or as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of the Notes. Any portion of the text of a Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the Note.

        (b)   The definitive Notes shall be printed or produced in any other manner, provided that such manner is permitted by the rules of any securities exchange on which the Notes may be listed, all as determined by the Officers executing such Notes, as evidenced by their execution of such Notes.

        (c)   Upon their original issuance, the Notes shall be issued in the form of one or more Global Notes registered in the name of The Depositary Trust Company, a New York Corporation (including its direct and indirect participants, "DTC"), as Depositary, or its nominee and deposited with the Trustee, as custodian for DTC, for credit by DTC to the respective accounts of beneficial owners of the Notes represented thereby (or such other accounts as they may direct). The aggregate principal amount of the Global Note may from time to time be increased or decreased by adjustments made on the records of the Trustee, as custodian for the Depositary, as provided in Section 305.

        SECTION 202.    Restrictive Legends.    

        [Include if Note is a Global Note—THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE].

        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (INCLUDING ITS DIRECT ANY INDIRECT PARTICIPANTS, "DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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ARTICLE THREE
THE NOTES

        SECTION 301.    Title and Terms.

        (a)   Subject to the provisions of this Indenture and applicable law, the aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Company may from time to time issue Additional Notes pursuant to a Board Resolution and subject to Section 312.

        (b)   The Notes (including Additional Notes) shall be known and designated as the "    % Senior Subordinated Notes due            " of the Company. Their final maturity date shall be            ,    and they shall bear interest at the rate of    % per annum, from            ,        , or from the most recent Interest Payment Date to which interest has been paid or duly provided for, as the case may be, regardless of when issued, payable semi-annually in arrears on            and            , commencing            ,        , until the principal thereof is paid or made available for payment.

        (c)   The principal of (and premium, if any) and interest on the Notes shall be payable at the office or agency of the Company in The City of New York, New York, maintained for such purpose or at any other office or agency maintained by the Company for such purpose (which shall initially be an office or agency of the Trustee); provided, however, that at the option of the Company interest may be paid (1) by check mailed to the address of the Person entitled thereto as such address shall appear in the Note Register or (2) by wire transfer to an account located in the United States maintained by the payee.

        (d)   Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of a Change of Control pursuant to Section 1015. The Notes shall be subject to repurchase by the Company pursuant to a Prepayment Offer as provided in Sections 1013.

        (e)   The Notes shall be redeemable as provided in Article Eleven and in the Notes.

        (f)    The due and punctual payment of principal of, and premium, if any, and interest on the Notes payable by the Company is irrevocably and unconditionally guaranteed, to the extent set forth herein, by each of the Notes Guarantors.

        (g)   The Notes shall be subject to defeasance at the option of the Company as provided in Article Thirteen.

        (h)   The Notes do not have the benefit of any sinking fund obligation.

        (i)    Unless the context otherwise requires, the Original Notes and the Additional Notes shall constitute one class and series of securities for all purposes under this Indenture, including with respect to any amendment, waiver, acceleration or other Act of Holders or, redemption, Prepayment Offer or Change of Control Offer.

        SECTION 302.    Denominations.

        The Notes shall be issuable only in registered form without coupons and only in principal amounts of $1,000 at maturity and any integral multiple thereof.

        SECTION 303.    Execution, Authentication, Delivery and Dating.    

        (a)   The Notes shall be executed on behalf of the Company by any two of the Chairman of the Board, its Chief Executive Officer, its President, its Chief Financial Officer, its Corporate Secretary, any Vice President, any Assistant Secretary, the Treasurer or any Assistant Treasurer. The signature of any of these officers on the Notes may be manual or facsimile.

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        (b)   Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes.

        (c)   At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Original Notes or Additional Notes (subject to Section 312) executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Original Notes or Additional Notes; and the Trustee or Authenticating Agent in accordance with such Company Order shall authenticate and deliver such Original Notes or Additional Notes as in this Indenture provided and not otherwise.

        (d)   Each Note shall be dated the date of its authentication.

        (e)   No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for on the form of Note attached hereto as Exhibit A, executed by the Trustee or Authenticating Agent by manual or facsimile signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder.

        (f)    In the case of any transaction that satisfies the requirements of Section 801 in which the Company is not the Surviving Person, any of the Notes authenticated or delivered prior to such transaction may, from time to time, at the request of the Surviving Person, be exchanged for other Notes executed in the name of the Surviving Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Note surrendered for such exchange and of like principal amount; and the Trustee upon Company Order of the Surviving Person, shall authenticate and deliver replacement Notes as specified in such request for the purpose of such exchange. If replacement Notes shall at any time be authenticated and delivered in any new name of a Surviving Person pursuant to this Section 303 in exchange or substitution for or upon registration of transfer of any Notes, such Surviving Person, at the option of any Holder but without expense to such Holder, shall provide for the exchange of all Notes at the time outstanding held by such Holder for Notes authenticated and delivered in such new name.

        SECTION 304.    Temporary Notes.

        (a)   Pending the preparation of definitive Notes, the Company may execute, and upon Company Order the Trustee or Authenticating Agent shall authenticate and deliver, temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Notes in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Note may determine, as evidenced by their execution of such Notes.

        (b)   If temporary Notes are issued, the Company will cause definitive Notes to be prepared without unreasonable delay. After the preparation of definitive Notes, the temporary Notes shall be exchangeable for definitive Notes upon surrender of the temporary Notes at any office or agency of the Company designated pursuant to Section 1002, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Notes the Company shall execute and the Trustee or Authenticating Agent shall authenticate and deliver in exchange therefor a like principal amount of definitive Notes of authorized denominations. Until so exchanged the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as definitive Notes.

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        SECTION 305.    Registration and Registration of Transfer and Exchange Generally; Certain Transfers and Exchanges; Provisions Applying to Global Notes.    

        (a)   General Provisions Regarding Registration and Registration of Transfer and Exchange.

        (1)   The Notes are issuable only in registered form. The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes collectively referred to as the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers and exchanges of Notes. The Note Register will be in written form or any other form capable of being converted into written form within a reasonable time. The Trustee is hereby appointed "Note Registrar" for the purpose of registering Notes and transfers and exchanges of Notes as herein provided. Such Note Register shall distinguish between Original Notes and the Additional Notes.

        (2)   Subject to the other provisions of this Indenture regarding restrictions on transfer, upon surrender for registration of transfer of any Note at an office or agency of the Company designated pursuant to Section 1002 for such purpose, the Company shall execute, and the Trustee or Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount bearing such restrictive legends as may be required by this Indenture.

        (3)   At the option of the Holder, and subject to the other provisions of this Section 305, Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required hereunder, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, and subject to the other provisions of this Section 305, the Company shall execute, and the Trustee or Authenticating Agent shall authenticate and deliver, the Notes which the Holder making the exchange is entitled to receive.

        (4)   All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same Debt, and (except for the differences between Original Notes and Additional Notes provided for in this Indenture) entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.

        (5)   Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Note Registrar) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Note Registrar duly executed by the Holder thereof or his attorney duly authorized in writing.

        (6)   No service charge shall be made for any registration of transfer or exchange of Notes, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 304, 906 or 1108 or in accordance with any Prepayment Offer pursuant to Section 1013 or a Change of Control Offer pursuant to Section 1015, not involving any transfer.

        (7)   The Company and the Trustee shall not be required (i) to issue, register the transfer of or exchange any Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Notes selected for redemption under Section 1104 and ending at the close of business on the day of such mailing, or (ii) to register the transfer of or exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

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        (b)   Certain Transfers and Exchanges. Notwithstanding any other provisions of this Indenture or the Notes, transfers and exchanges of Notes and beneficial interests in a Global Note shall be made only in accordance with this subsection 305(b). Transfers and exchanges subject to this subsection 305(b) shall also be subject to the other provisions of this Indenture that are not inconsistent with this subsection 305(b).

        (1)   Each Holder of a Note agrees to indemnify the Trustee and Authenticating Agent against any liability that may result from the transfer, exchange or assignment of such Holder's Note in violation of any provision of this Indenture and/or applicable United States federal or state securities law.

        (2)   The Trustee and the Authenticating Agent shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

        (3)   A beneficial interest in a Global Note may be exchanged for a Note that is not a Global Note as provided in this Section 305.

        (c)   Provisions Applying to Global Notes. The following provisions shall apply only to Global Notes:

        (1)   Each Global Note authenticated under this Indenture shall be registered in the name of the Depositary designated by the Company or a nominee thereof and delivered to the Trustee custodian therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture.

        (2)   Notwithstanding any other provision in this Indenture or the Notes, no Global Note may be exchanged in whole or in part for Notes, and no transfer of a Global Note in whole or in part may be registered in the name of any Person other than the Depositary or a nominee thereof unless (A) the Depositary (i) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Note or (ii) has ceased to be a clearing agency registered under the Exchange Act, and in either case the Company thereupon fails to appoint a successor depositary within 90 days of such notice, or (B) there shall have occurred and be continuing an Event of Default with respect to such Global Note and the Depositary has requested such transfer or exchange in writing.

        (3)   If any Global Note is to be exchanged for other Notes or cancelled in whole, it shall be surrendered by or on behalf of the Depositary or its nominee to the Trustee, as Note Registrar, for exchange or cancellation as provided in this Article Three. If any Global Note is to be exchanged for other Notes or cancelled in part, or if another Note is to be exchanged in whole or in part for a beneficial interest in any Global Note, then either (A) such Global Note shall be so surrendered for exchange or cancellation as provided in this Article Three or (B) the principal amount thereof shall be reduced or increased by an amount equal to the portion thereof to be so exchanged or cancelled, or equal to the principal amount of such other Note to be so exchanged for a beneficial interest therein, as the case may be, by means of an appropriate adjustment made on the records of the Trustee, as Note Registrar, whereupon the Trustee, in accordance with the Applicable Procedures, shall instruct the Depositary or its authorized representative to make a corresponding adjustment to its records. Upon any such surrender or adjustment of a Global Note, the Trustee shall, subject to Section 305(b) and as otherwise provided in this Article Three, authenticate and deliver any Notes issuable in exchange for such Global Note (or any portion thereof) to or upon

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the order of, and registered in such names as may be directed by, the Depositary or its authorized representative. Upon the request of the Trustee in connection with the occurrence of any of the events specified in the preceding paragraph, the Company shall promptly make available to the Trustee a reasonable supply of Notes that are not in the form of Global Notes. The Trustee shall be entitled to rely upon any order, direction or request of the Depositary or its authorized representative which is given or made pursuant to this Article Three if such order, direction or request is given or made in accordance with the Applicable Procedures and in accordance with all applicable laws.

        (4)   Every Note authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Note or any portion thereof, whether pursuant to this Article Three or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Note, unless such Note is registered in the name of a Person other than the Depositary for such Global Note or a nominee thereof.

        (5)   The Depositary or its nominee, as registered owner of a Global Note, shall be the Holder of such Global Note for all purposes under this Indenture and the Notes and owners of beneficial interests in a Global Note shall hold such interests pursuant to the Applicable Procedures. Accordingly, any such owner's beneficial interest in a Global Note will be shown only on, and the transfer of such interest shall be effected only through, records maintained by the Depositary or its nominee or its Agent Members.

        SECTION 306.    Mutilated, Destroyed, Lost and Stolen Notes.    

        (a)   If any mutilated Note is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Note of like tenor and principal amount and bearing a number not contemporaneously outstanding:

        (1)   If there shall be delivered to the Company and the Trustee (A) evidence to their satisfaction of the destruction, loss or theft of any Note and (B) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Note has been acquired by a bona fide purchaser, the Company shall execute and upon its request the Trustee or Authenticating Agent shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount and bearing a number not contemporaneously outstanding; and

        (2)   In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note.

        (b)   Upon the issuance of any new Note under this Section 306, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

        (c)   Every new Note issued pursuant to this Section 306 in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

        (d)   The provisions of this Section 306 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

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        SECTION 307.    Payment of Interest; Interest Rights Preserved.    

        (a)   Interest on any Note which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest.

        (b)   Any interest on any Note which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder on such date, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in clause (1) or (2) of this subsection:

        (1)   The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on a "Special Record Date" for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first-class postage prepaid, to each Holder at his address as it appears in the Note Register, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to clause (2) of this subsection.

        (2)   The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee in its reasonable judgment.

        (c)   Subject to the foregoing provisions of this Section 307, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

        SECTION 308.    Persons Deemed Owners.    

        Prior to due registration of any Note for transfer by a Holder as provided in Section 305, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Note is registered as the owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and (subject to Section 307) interest on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary. None of the Company, the Notes Guarantors, the Trustee or any agent of the Company, the Notes Guarantors or the Trustee shall have any responsibility or liability for any aspect of the records relating to or

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payments made on account of beneficial ownership interests of a Note in global form, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Notwithstanding the foregoing, with respect to any Note in global form, nothing herein shall prevent the Company or the Trustee, or any agent of the Company or the Trustee, from giving effect to any written certification, proxy or other authorization furnished by any Depositary (or its nominee), as a Holder, with respect to such Note in global form and nothing herein shall impair, as between such Depositary and owners of beneficial interests in such Note in global form, the operation of customary practices governing the exercise of the rights of such Depositary (or its nominee) as a Holder of such Note in global form.

        SECTION 309.    Cancellation.

        All Notes surrendered for payment, redemption, registration of transfer or exchange or for credit against any Prepayment Offer pursuant to Section 1013 or Change of Control Offer pursuant to Section 1015 shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by it. The Company may at any time deliver to the Trustee or Authenticating Agent for cancellation any Notes previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Trustee. If the Company shall so acquire any of the Notes, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Notes unless and until the same are surrendered to the Trustee for cancellation. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section 309, except as expressly permitted by this Indenture. All cancelled Notes held by the Trustee shall be disposed of by the Trustee in accordance with its customary procedures and certification of their disposal delivered to the Company unless by Company Order the Company shall direct that cancelled Notes be returned to it.

        SECTION 310.    Computation of Interest.    

        Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months.

        SECTION 311.    CUSIP Numbers.

        The Company in issuing the Notes may use "CUSIP," or "ISIN" numbers (if then generally in use) and the Trustee shall use CUSIP, or ISIN numbers, as the case may be, in notices of redemption, exchange and other notices to Holders as a convenience to Holders; provided, however, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption or other notice and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption or notice shall not be affected by any defect in or such omission of such numbers. The Company shall promptly notify the Trustee of any change in CUSIP, or ISIN numbers for the Notes.

        SECTION 312.    Issuance of Additional Notes.    

        (a)   Additional Notes ranking pari passu with the Notes issued the date hereof may be created and issued from time to time by the Company without notice to or consent of the Holders and shall be consolidated with and form a single series with the Notes initially issued and shall have the same terms as to status, redemption or otherwise as the Notes originally issued; provided, however, that the Company's ability to issue Additional Notes shall be subject to the Company's compliance with Section 1008. Any Additional Notes shall be issued pursuant to an indenture supplemental to this Indenture specifying the amount of Additional Notes being issued.

        (b)   At any time and from time to time after the execution and delivery of this Indenture, the Company may, pursuant to a Board Resolution, deliver Additional Notes executed by the Company to the Trustee or Authenticating Agent for authentication, together with a Company Order for the

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authentication and delivery of such Additional Notes, an Officers' Certificate stating that the issuance of such Additional Notes will not result in a breach or violation of any of the covenants contained in this Indenture and that all conditions precedent to such issuance, authentication and delivery of Additional Notes in this Indenture have been fully complied with and satisfied, and the Trustee or Authenticating Agent in accordance with the Company Order shall authenticate and deliver such Notes. Prior to authenticating such Additional Notes, and accepting any additional responsibilities under this Indenture in relation to such Notes, the Trustee and any Authenticating Agent shall be entitled to receive, if requested, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating in substance that the issuance of such Additional Notes will not result in a breach or violation of any of the covenants contained in this Indenture and as to the due authorization, execution and delivery of the Additional Notes, the enforceability of the Additional Notes, and the duly incorporated status and good standing of the Company, subject to customary exceptions and carve-outs.

        SECTION 313.    Designation of Notes as Senior Debt.    

        The Notes are designated senior debt for purposes of the Zero Coupon Debentures and the Company's Guaranty of the 3% Convertible Subordinated Notes Due 2007 issued by SCI Systems, Inc. The Notes Guaranty by SCI Systems, Inc. is designated senior debt for purposes of the 3% Convertible Subordinated Notes Due 2007 issued by SCI Systems, Inc.

ARTICLE FOUR
SATISFACTION AND DISCHARGE

        SECTION 401.    Satisfaction and Discharge of Indenture.    

        (a)   This Indenture shall be discharged and shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of the Notes herein expressly provided for) as to all Outstanding Notes when:

        (1)   either:

        (A)  all Notes theretofore authenticated and delivered (other than (i) Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306 and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or

        (B)  all such Notes not theretofore delivered to the Trustee for cancellation:

        (i)    have become due and payable, or

        (ii)   will become due and payable at their Stated Maturity within one year, or

        (iii)  are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company,

and the Company, in the case of subclauses (i), (ii) or (iii), has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders an amount of cash or U.S. Government Obligations, or a combination thereof, in such amount as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Debt on such Notes not theretofore delivered to the Trustee for cancellation, for principal, and premium, if any, and accrued interest, if any, to the date of such deposit (in the case of Notes which have become due and payable), or to the Stated Maturity or Redemption Date, as the case may be;

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        (2)   no Default or Event of Default under this Indenture shall have occurred and be continuing on the date of the deposit pursuant to subclause (B) of clause (a)(1) of this Section 401, or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other material instrument to which the Company is a party or by which the Company is bound;

        (3)   the Company has paid or caused to be paid all other sums payable hereunder by the Company;

        (4)   the Company has delivered irrevocable instructions to the Trustee to apply the deposited money and the U.S. Government Obligations, or both, toward the payment of the Notes at the Stated Maturity or on the Redemption Date, as the case may be; and

        (5)   the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that the Company has complied with all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture.

        (b)   Notwithstanding the satisfaction and discharge of this Indenture pursuant to this Article Four, the obligations of the Company to the Trustee under Section 607 and, if money shall have been deposited with the Trustee pursuant to paragraph (B) of clause (a)(1) of this Section 401, the obligations of the Trustee under Section 402 and clause (e) of Section 1003 shall survive.

        SECTION 402.    Application of Trust Money.    

        Subject to the provisions of subsection (e) of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest, if any, for whose payment such money has been deposited with the Trustee.

ARTICLE FIVE
REMEDIES

        SECTION 501.    Events of Default.    

        (a)   "Event of Default," wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

        (1)   failure to make the payment of any interest, on the Notes, when the same becomes due and payable, and such failure continues for a period of 30 days;

        (2)   failure to make the payment of any principal of, or premium, if any, on, any of the Notes when the same becomes due and payable at its Stated Maturity, upon acceleration, redemption, optional redemption, required repurchase or otherwise;

        (3)   failure by the Company or its Restricted Subsidiaries to comply with Article Eight;

        (4)   failure by the Company or any Restricted Subsidiary to comply with any other covenant or agreement in the Notes or in this Indenture (other than a failure that is the subject of subclauses (1), (2) or (3) of this subsection 501(a)) and such failure continues for 30 days after written notice is given to the Company as provided in clause (b) of this Section 501;

        (5)   a default under any Debt (other than Disqualified Stock with respect to which the sole remedy for any default thereunder is a right to elect one or more additional members to the board

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of directors of the issuer of the Disqualified Stock) by the Company or any Restricted Subsidiary that results in acceleration of the maturity of such Debt, or failure to pay any such Debt at maturity and such defaulted payment at maturity shall not have been made, waived or extended within the applicable grace period related to any such payment default, in an aggregate amount greater than $50.0 million or its foreign currency equivalent at the time;

        (6)   failure by the Company or any Restricted Subsidiaries that, individually or in the aggregate, would constitute a Significant Subsidiary to pay final judgments for the payment of money in an aggregate amount in excess of $50.0 million (or its foreign currency equivalent at the time) that shall not be waived, satisfied or discharged for any period of 60 consecutive days during which a stay of enforcement shall not be in effect;

        (7)   either the Company or any Restricted Subsidiaries that, individually or in the aggregate, would constitute a Significant Subsidiary:

        (A)  commences or commence a voluntary case or proceeding under any applicable bankruptcy, insolvency, reorganization or other similar law or any other case or proceeding to be adjudicated a bankrupt or insolvent;

        (B)  consents or consent to the entry of a decree or order for relief in an involuntary case or proceeding against the Company or the Restricted Subsidiaries that individually or in the aggregate would constitute a Significant Subsidiary under any applicable U.S. Federal or State, or other applicable bankruptcy, insolvency, reorganization or other similar law;

        (C)  consents or consent to the commencement of any bankruptcy or insolvency case or proceeding against the Company or the Restricted Subsidiaries that individually or in the aggregate would constitute a Significant Subsidiary;

        (D)  files or file a petition or answer or consent seeking reorganization or relief under any applicable U.S. Federal or State, or other applicable law, or consent or consents to the filing of such petition;

        (E)  consents or consent to the appointment of, or taking possession by, a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar official of the Company or Restricted Subsidiaries that individually or in the aggregate would constitute a Significant Subsidiary or of substantially all of the property of such entity or entities;

        (F)  makes or make an assignment for the benefit of creditors, or admits or admit, as the case may be, in writing of its inability to pay its or their debts generally as they become due, or the taking of corporate action by the Company or Restricted Subsidiaries that individually or in the aggregate would constitute a Significant Subsidiary in furtherance of any such action; and

        (8)   the Notes Guarantees provided by any of the Notes Guarantors that, individually or in the aggregate, would constitute a Significant Subsidiary cease to be in full force and effect (other than in accordance with the terms of such Notes Guarantees) or any of the Notes Guarantors that, individually or in the aggregate, would constitute a Significant Subsidiary deny or disaffirm their obligations under their Notes Guarantees (other than by reason of the release of a Notes Guarantor in accordance with the terms of this Indenture).

        (b)   A Default under clause (a)(4) of this Section 501 is not an Event of Default under this Indenture until the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Notes notify the Company of the Default, and the Company does not cure such Default within the time specified after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a "Notice of Default."

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        (c)   The Company shall deliver to the Trustee, within 30 days after the Company's knowledge thereof, written notice in the form of an Officers' Certificate of any event that with the giving of notice and the lapse of time would become an Event of Default, its status and what action the Company is taking or proposes to take with respect thereto.

        SECTION 502.    Acceleration of Maturity; Rescission and Annulment.    

        (a)   If an Event of Default with respect to the Notes (other than an Event of Default specified in subsection 501(a)(7)), shall have occurred and be continuing, the Trustee or the Holders of not less than 25% in aggregate principal amount of the Outstanding Notes may declare to be immediately due and payable, by a notice in writing to the Company (and to the Trustee if given by Holders), the principal amount of all the Outstanding Notes, plus accrued but unpaid interest to the date of acceleration. If an Event of Default specified in subsection 501(a)(7) shall occur, the principal amount of all Outstanding Notes, plus accrued but unpaid interest to the date of acceleration, shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders.

        (b)   At any time after such a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as provided in this Article, the Holders of a majority in aggregate principal amount of the Outstanding Notes, may, by written notice to the Company and the Trustee, rescind and annul such declaration and its consequences if:

        (1)   the Company has paid or deposited with the Trustee a sum sufficient to pay:

        (A)  all overdue interest on all Outstanding Notes;

        (B)  the principal of (and premium, if any) any Outstanding Notes which have become due otherwise than by such declaration of acceleration (including any Notes required to have been purchased on the Purchase Date pursuant to a Prepayment Offer or the Change of Control Purchase Date pursuant to a Change of Control Offer made by the Company) and, to the extent that payment of such interest is lawful, interest thereon at the rate provided by the Outstanding Notes;

        (C)  to the extent that payment of such interest is lawful, interest upon overdue interest at the rate provided by the Notes; and

        (D)  all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and

        (2)   all Events of Default, other than the non-payment of the principal, interest and premium on the Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513.

        (c)   No such rescission shall affect any subsequent default or impair any right consequent thereon.

        (d)   Subject to the provisions of this Indenture relating to the duties of the Trustee, in case an Event of Default shall occur and be continuing, the Trustee will be under no obligation to exercise any of its rights or powers under this Indenture at the request or direction of any of the holders of the Notes unless such holders shall have offered to such Trustee reasonable indemnity. Subject to such provisions for the indemnification of the Trustee, the holders of a majority in aggregate principal amount of the Outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes.

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        SECTION 503.    Collection of Debt and Suits for Enforcement by Trustee.    

        (a)   The Company covenants that if:

        (1)   default is made in the payment of any interest on any Note when such interest becomes due and payable and such default continues for a period of 30 days; or

        (2)   default is made in the payment of the principal of (or premium, if any, on) any Note at the Stated Maturity thereof or, with respect to any Note required to have been purchased pursuant to a Prepayment Offer made by the Company, at the Purchase Date thereof,

the Company will, upon demand of the Trustee, pay to the Trustee, for the benefit of the Holders of such Notes, the whole amount then due and payable on such Notes for principal (and premium, if any) and interest, and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal amount (and premium, if any) and on any overdue interest, at the rate provided by the Notes, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

        (b)   If an Event of Default occurs and is continuing, subject to Section 512, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

        SECTION 504.    Trustee May File Proofs of Claim.    

        (a)   In case of any judicial proceeding relative to the Company (or any other obligor upon the Notes, including the Notes Guarantors), its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607. The provisions of this subsection (a) shall be subject to Section 512.

        (b)   No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

        SECTION 505.    Trustee May Enforce Claims Without Possession of Notes.    

        All rights of action and claims under this Indenture or the Notes may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders in respect of which such judgment has been recovered.

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        SECTION 506.    Application of Money Collected.    

        Subject to Article Thirteen, any money collected by the Trustee pursuant to this Article shall be applied, subject to applicable law, in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or premium, if any) or interest, upon presentation of the Notes and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee under Section 607;

SECOND: To the payment of the amounts then due and unpaid for principal of (and premium, if any) and interest on the Notes in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Notes for principal (and premium, if any) and interest, respectively; and

THIRD: The balance, to the Person or Persons entitled thereto, including the Company, the Notes Guarantors or any other obligors of the Notes, as their interests may appear or as a court of competent jurisdiction may direct.

        SECTION 507.    Limitation on Suits and Remedies.    

        No Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

        (a)   such Holder has previously given written notice to the Trustee of a continuing Event of Default;

        (b)   the Holders of not less than 25% in aggregate principal amount of the Outstanding Notes shall have made a written request and offered reasonable indemnity to the Trustee to institute proceedings or pursue remedies in respect of such Event of Default in its own name as Trustee hereunder; and

        (c)   no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in aggregate principal amount of the Outstanding Notes,

it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders, or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all the Holders.

        SECTION 508.    Unconditional Right of Holders to Receive Principal, Premium and Interest.    

        Notwithstanding any other provision in this Indenture, any Holder shall have the right, which is absolute and unconditional, to receive payment of the principal of (and premium, if any) and (subject to Section 307) interest on such Note on the Stated Maturity expressed in such Note (or, in the case of redemption, on the Redemption Date or in the case of Prepayment Offer or Change of Control Offer made by the Company and required to be accepted as to such Note, on the Purchase Date or Change of Control Purchase Date, respectively) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

        SECTION 509.    Restoration of Rights and Remedies.    

        If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Notes Guarantors, the Trustee and the Holders

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shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

        SECTION 510.    Rights and Remedies Cumulative.    

        Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes pursuant to Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

        SECTION 511.    Delay or Omission Not Waiver.    

        No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

        SECTION 512.    Control by Holders.    

        The Holders of a majority in aggregate principal amount of the Outstanding Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee, provided that:

        (a)   such direction shall not be in conflict with any rule of law or with this Indenture;

        (b)   the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction;

        (c)   the Trustee may refuse to follow any such direction that may involve the Trustee in personal liability; and

        (d)   the Trustee may refuse to follow any such direction that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders not joining in the giving of such direction.

        SECTION 513.    Waiver of Past Defaults.    

        (a)   The Holders of not less than a majority in aggregate principal amount of the Outstanding Notes may, by notice to the Trustee, on behalf of the Holders of all the Notes, waive any existing Default or Event of Default hereunder and its consequences, except:

        (1)   a Default or Event of Default in the payment of the principal of (or premium, if any) or interest on any Note (including any Note which is required to have been purchased pursuant to a Prepayment Offer or Change of Control Offer which has been made by the Company); or

        (2)   a Default or Event of Default in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Note affected.

        (b)   Upon any such waiver described in subsection (a) of this Section 513, such Default shall cease to exist and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture; provided that no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

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        SECTION 514.    Undertaking for Costs.    

        In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the reasonable costs of such suit, and may assess reasonable costs against any such party litigant, in the manner and to the extent provided in the Trust Indenture Act; provided that this Section 514 shall not be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Company, the Trustee or by any Holder or group of Holders' holding in the aggregate more than 10% in principal amount of the Outstanding Notes, or by a Holder pursuant to Section 508.

        SECTION 515.    Waiver of Stay or Extension Laws.    

        The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE SIX
THE TRUSTEE

        SECTION 601.    Certain Duties and Responsibilities.    

        The duties and responsibilities of the Trustee shall be as provided by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 601.

        SECTION 602.    Notice of Defaults.    

        If any Default or any Event of Default occurs and is continuing and if such Default or Event of Default is known to the Trustee, the Trustee shall mail to each Holder, in the manner and to the extent provided in the Trust Indenture Act, notice of the Default or Event of Default within 45 days after it occurs, unless such Default or Event of Default has been cured; provided, however, that, except in the case of a default in the payment of the principal of (or premium, if any) or interest on any Note, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive committee or a trust committee of directors and/or a Responsible Officer of the Trustee in good faith determines that the withholding of the notice is in the interest of the Holders.

        SECTION 603.    Certain Rights of Trustee.    

        (a)   Except during the continuance of an Event of Default, the Trustee undertakes to perform such functions and duties and only such functions and duties as are specifically set forth in this Indenture, and no implied duties or obligations shall be read into this Indenture against the Trustee. During the existence of an Event of Default, the Trustee shall exercise such of the rights and powers under this Indenture vested in the Trustee under this Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise under the circumstances in the conduct of such person's own affairs. No provision of this Indenture shall be construed to relieve the Trustee from its duties,

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except to the extent permitted by the Trust Indenture Act. Subject to the provisions of Section 601, whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 603.

        (b)   Subject to the Trust Indenture Act and Section 601:

        (1)   in the absence of bad faith on its part, the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

        (2)   any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;

        (3)   whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers' Certificate;

        (4)   the Trustee may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

        (5)   the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

        (6)   the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney;

        (7)   the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; and

        (8)   the Trustee shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless either (A) a Responsible Officer shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of Default shall have been given to the Trustee by the Company, any Notes Guarantor or by any Holder.

        (9)   No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that

        (A)  this clause (9) of subsection (b) of this Section 603 shall not be construed to limit the effect of subsection (b)(1) of this Section 603;

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        (B)  the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;

        (C)  the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the Outstanding Notes relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; and

        (D)  no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

        (10) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 603.

        SECTION 604.    Not Responsible for Recitals or Issuance of Notes.    

        The recitals contained herein and in the Notes, except the Trustee's certificates of authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Notes. The Trustee shall not be accountable for the use or application by the Company of Notes or the proceeds from the issuance of the Notes. The Trustee shall not have any responsibility or liability for any information provided to Holders or any other Person, including without limitation in the solicitation of any consent or waiver hereunder, or pursuant to any offering documents, or pursuant to any Prepayment Offer.

        SECTION 605.    May Hold Notes.

        The Trustee, any Authenticating Agent, any Paying Agent, any Note Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Notes and, subject to Sections 608 and 613, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Note Registrar or such other agent. Subject to the limitations imposed by the Trust Indenture Act, nothing in this Indenture shall prohibit the Trustee from becoming and acting as trustee or as collateral agent under other indentures, under which other securities, or certificates of interest or participation in other securities, of the Company or any Notes Guarantor are outstanding in the same manner as if it were not Trustee hereunder.

        SECTION 606.    Money Held in Trust.    

        Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company.

        SECTION 607.    Compensation and Reimbursement.    

        The Company agrees:

        (a)   to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

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        (b)   except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; and

        (c)   to indemnify the Trustee for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part (subject to the provisions of Sections 601 and 603), arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to notify the Company shall not relieve the Company of its obligations hereunder.

        SECTION 608.    Disqualification: Conflicting Interests.    

        If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture.

        SECTION 609.    Corporate Trustee Required; Eligibility.

        There shall at all times be a Trustee hereunder which shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and (together with its corporate Affiliates) has a combined capital and surplus of at least $50,000,000. If such Person publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 609, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section 609, it shall resign immediately in the manner and with the effect hereinafter specified in this Article Six.

        SECTION 610.    Resignation and Removal; Appointment of Successor.    

        (a)   No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee under Section 611.

        (b)   The Trustee may resign at any time by giving written notice thereof to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee.

        (c)   The Trustee may be removed at any time by Act of the Holders of a majority in aggregate principal amount of the Outstanding Notes, delivered to the Trustee and to the Company.

        (d)   If at any time:

        (1)   the Trustee shall fail to comply with Section 608 after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Note for at least six months, or

        (2)   the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Company or by any such Holder, or

        (3)   the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (A) the Company by a Board Resolution may remove the Trustee, or (B) subject to Section 514, any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

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        (e)   If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor Trustee. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Notes delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Company. If no successor Trustee shall have been so appointed by the Company or the Holders and accepted appointment in the manner hereinafter provided, any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee.

        (f)    The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to all Holders in the manner provided in Section 106. Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

        SECTION 611.    Acceptance of Appointment by Successor.    

        (a)   Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder. Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts.

        (b)   No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.

        SECTION 612.    Merger, Conversion, Consolidation or Succession to Business.    

        Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee (including the administration of the trust created under this Indenture), shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Notes.

        SECTION 613.    Preferential Collection of Claims Against Company.    

        If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Notes), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Company (or any such other obligor).

        SECTION 614.    Appointment of Authenticating Agent.    

        (a)   The Trustee may appoint an Authenticating Agent or Agents which shall be authorized to act on behalf of the Trustee to authenticate Notes issued upon original issue and upon exchange,

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registration of transfer, partial conversion or partial redemption or pursuant to Section 306, and Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Notes by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having (together with its corporate Affiliates) a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section 614, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions to this Section 614, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 614.

        (b)   Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall otherwise be eligible under this Section 614, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

        (c)   An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 614, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall mail written notice of such appointment by first-class mail, postage prepaid, to all Holders as their names and addresses appear in the Note Register. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 614.

        (d)   The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section 614, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 607.

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        (e)   If an appointment is made pursuant to this Section 614, the Notes may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternative certificate of authentication in the following form:

        "This is one of the Notes described in the within-mentioned Indenture.

U.S. BANK NATIONAL ASSOCIATION
	As Trustee
By:	As Authenticating Agent
By:	Authorized Signatory"

ARTICLE SEVEN
HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

        SECTION 701.    Company to Furnish Trustee Names and Addresses of Holders.    

        If the Trustee is not the Note Registrar, the Company will furnish or cause to be furnished to the Trustee

        (a)   semi-annually, not more than 15 days after each Regular Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders as of such Regular Record Date, and

        (b)   at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished.

        SECTION 702.    Preservation of Information; Communications to Holders.    

        (a)   The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Note Registrar. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished.

        (b)   The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Notes and the corresponding rights and duties of the Trustee, shall be provided by the Trust Indenture Act.

        (c)   Every Holder, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to the names and addresses of Holders made pursuant to the Trust Indenture Act.

        SECTION 703.    Reports by Trustee.    

        (a)   The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto.

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        (b)   A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with any stock exchange upon which the Notes are listed, with the Commission and with the Company. The Company will notify the Trustee when the Notes are listed on any stock exchange.

        SECTION 704.    Reports by Company.    

        The Company shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant to the Trust Indenture Act; provided that, if allowed under the Trust Indenture Act, any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be deemed to be filed with the Trustee when filed with the Commission. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company's compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers' Certificates and written notices delivered to the Trustee in accordance with the terms of this Indenture).

ARTICLE EIGHT
MERGERS, CONSOLIDATION AND SALE OF PROPERTY

        SECTION 801.    The Company May Consolidate, etc. only on Certain Terms.    

        (a)   The Company shall not merge, consolidate or amalgamate with or into any other Person (other than a merger of a Restricted Subsidiary into the Company) or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of the Properties and assets of the Company and its Restricted Subsidiaries, taken as a whole, in any one transaction or series of transactions unless:

        (1)   the Company shall be the surviving Person (the "Surviving Person") or the Surviving Person (if other than the Company) formed by such merger, consolidation or amalgamation or to which such sale, transfer, assignment, lease, conveyance or disposition is made shall be a corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia;

        (2)   the Surviving Person (if other than the Company) expressly assumes all of the obligations of the Company under the Notes by executing a supplemental indenture and other documents reasonably satisfactory to the Trustee;

        (3)   after giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes of this clause (3) and clause (4) of this subsection (a) of this Section 801, any Debt that becomes, or is anticipated to become, an obligation of the Surviving Person or any Restricted Subsidiary as a result of such transaction or series of transactions as having been Incurred by the Surviving Person or such Restricted Subsidiary at the time of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing;

        (4)   immediately after giving effect to such transaction or series of transactions on a pro forma basis, (A) the Company or the Surviving Person, as the case may be, would be able to Incur at least $1.00 of additional Debt under clause (a)(1) of Section 1008 and (B) the Surviving Person shall have a Consolidated Net Worth in an amount which is not less than 90% of the Consolidated Net Worth of the Company immediately prior to such transaction or series of transactions; and

        (5)   the Company shall deliver, or cause to be delivered, to the Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto comply with

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this Section 801 and that all conditions precedent herein provided for relating to such transaction have been satisfied.

        (b)   Clause (a)(4) of this Section 801 shall not apply to mergers of the Company into a Wholly Owned Restricted Subsidiary or into a Person solely for the purpose of effecting a change in the state of incorporation of the Company.

        (c)   Upon satisfaction of the conditions in subsection (a) of this Section 801, the Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of the Company under this Indenture; provided that the predecessor company in the case of a lease of all or substantially all of its assets shall not be released from any of the obligations and covenants under this Indenture, including with respect to the payment of the Notes, and in all other cases, the predecessor company shall be released from all obligations and covenants under this Indenture, including with respect to the payment of the Notes.

        SECTION 802.    The Notes Guarantors May Consolidate, etc. only on Certain Terms.

        (a)   A Notes Guarantor may not, sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of its assets in any one transaction or series of transactions to, or merge, consolidate or amalgamate with or into another Person (whether or not such Notes Guarantor is the Surviving Person), in any such case, other than to, with or into the Company or another Notes Guarantor, unless:

        (1)   immediately after giving effect to that transaction, no Default or Event of Default exists under this Indenture; and

        (2)   either:

        (A)  the Surviving Person (if not such Notes Guarantor) is a Domestic Restricted Subsidiary and expressly assumes all the obligations of that Notes Guarantor under this Indenture, the Notes Guaranty by executing a supplemental indenture and other documents reasonably satisfactory to the Trustee; or

        (B)  such sale, transfer, assignment, lease, conveyance or other disposition or merger, consolidation or amalgamation is otherwise in compliance with Section 1013.

        (b)   Upon satisfaction of the conditions in subsection (a) of this Section 802, the Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of the Notes Guarantor under the Notes Guaranty and this Indenture; provided, that the predecessor company in the case of a lease of all or substantially all of its assets shall not be released from any of the obligations and covenants under this Indenture and the applicable Notes Guaranty, including with respect to the payment of the Notes, and in all other cases the predecessor company shall be released from all obligations and covenants under this Indenture and such Notes Guaranty, as applicable.

ARTICLE NINE
SUPPLEMENTAL INDENTURES

        SECTION 901.    Supplemental Indentures Without Consent of Holders.    

        (a)   Without the consent of any Holders, the Company and the Notes Guarantors, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, to:

        (1)   cure any ambiguity, omission, defect or inconsistency;

        (2)   provide for the assumption by a successor corporation of the obligations of the Company or a Notes Guarantor under this Indenture and the Notes Guarantees as applicable;

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        (3)   provide for uncertificated Notes in addition to or in place of certificated Notes;

        (4)   add Notes Guarantees with respect to the Notes or release Notes Guarantees as provided by the terms of this Indenture;

        (5)   secure the Notes or Notes Guarantees, add to the covenants of the Company or its Restricted Subsidiaries, as applicable, for the benefit of the holders of such Notes or to surrender any right or power conferred upon the Company or its Restricted Subsidiaries by this Indenture;

        (6)   make any change that does not adversely affect the rights of any Holder;

        (7)   make any change to the subordination provisions of this Indenture that would limit or terminate the benefits available to any holder of Senior Debt under such provisions;

        (8)   comply with any requirement of the Commission in connection with the qualification of this Indenture under the Trust Indenture Act;

        (9)   provide for the issuance of Additional Notes in accordance with this Indenture; or

        (10) to evidence and provide for the acceptance and appointment hereunder of a successor Trustee.

        SECTION 902.    Supplemental Indentures with Consent of Holders.    

        (a)   Except as permitted by Section 901, with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Notes (including consents obtained in connection with a tender offer or exchange offer for such Notes), by Act of said Holders delivered to the Company, the Notes Guarantors and the Trustee, the Company, and the Notes Guarantors when authorized by a Board Resolution, and the Trustee may (A) enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or the Notes or of modifying in any manner the rights of the Holders under this Indenture or (B) waive compliance with any provision in this Indenture and the Notes (other than waivers of past Defaults in accordance with Section 513 and waivers of covenants in accordance Section 1021); provided, however, that no such supplemental indenture or waiver shall, without the consent of the Holder of each Outstanding Note affected thereby:

        (1)   reduce the amount of the Notes whose holders must consent to an amendment or waiver;

        (2)   reduce the rate of, or extend the time for payment of interest on, any Note;

        (3)   reduce the principal of, or extend the Stated Maturity of, any Note;

        (4)   make any Note payable in money other than that stated in such Note;

        (5)   impair the right of any Holder to receive payment of principal of and interest on such Holder's Note on or after the due dates therfor or to institute suit for the enforcement of any payment on or with respect to such Holder's Note or any Note Guaranty;

        (6)   make any change to the subordination provisions of this Indenture that would adversely affect the Holders in any material respect;

        (7)   reduce the premium payable upon the redemption of any Note or change the time at which any such Note may be redeemed pursuant to Article 11;

        (8)   reduce the premium payable upon a Change of Control or, at any time after a Change of Control has occurred, change the time at which the Change of Control Offer relating thereto must be made or at which the Notes must be repurchased pursuant to such Change of Control Offer;

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        (9)   at any time after the Company is obligated to make a Prepayment Offer with the Excess Proceeds from Asset Sales, change the time at which such Prepayment Offer must be made or at which the Notes must be repurchased pursuant thereto; or

        (10) following the mailing of a notice of a Prepayment Offer or a Change of Control Offer, modify the provisions of this Indenture with respect to such offer in a manner adverse to the Holders.

        (b)   No amendment may be made to the subordination provisions of this Indenture that adversely affects the rights of any holder of Senior Debt then outstanding unless the holders of such Senior Debt (or their Representative) consent to such change.

        (c)   Upon the written request of the Company and the Notes Guarantors accompanied by a copy of the Board Resolution authorizing the execution of any such supplemental indenture or agreement or upon the filing with the Trustee of evidence of the consent of the Holders as aforesaid, the Trustee shall join with the Company and the Notes Guarantors in execution of such supplemental indenture. It shall not be necessary for any Act of Holders under this Section 902 to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

        SECTION 903.    Execution of Supplemental Indentures.

        In executing, or accepting the additional trusts created by, any supplemental indenture, agreement, instrument or waiver permitted by this Article Nine or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Sections 601 and 603) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture, agreement, instrument or waiver is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture, agreement, instrument or waiver which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise.

        SECTION 904.    Effect of Supplemental Indentures.    

        Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

        SECTION 905.    Conformity with Trust Indenture Act.

        Every supplemental indenture executed pursuant to this Article Nine shall conform to the requirements of the Trust Indenture Act.

        SECTION 906.    Reference in Notes to Supplemental Indentures.    

        Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall, if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Company shall so determine, new Notes so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Notes.

        SECTION 907.    Notice of Supplemental Indenture.    

        Promptly after execution by the Company and the Trustee of any supplemental indenture pursuant to the provisions of Section 902, the Company shall give notice thereof to the Holders of each Outstanding Notes affected, in the manner provided for in Section 106, setting forth in general terms

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the substance of such supplemental indenture. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture.

        SECTION 908.    Form of Consent.    

        The consent of the Holders is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

ARTICLE TEN
COVENANTS

        SECTION 1001.    Payment of Principal, Premium and Interest.    

        The Company will duly and punctually pay the principal of (and premium, if any) and interest on the Notes in accordance with the terms of the Notes and this Indenture. The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at the rate per annum specified in the Notes in accordance with the terms of this Indenture and the Notes.

        SECTION 1002.    Maintenance of Office or Agency.    

        (a)   The Company will maintain an office or agency in the United States where Notes may be presented or surrendered for payment, where Notes may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee in the United States, and the Company hereby appoints the Trustee or its agent as its agent to receive all such presentations, surrenders, notices and demands.

        (b)   The Company may also from time to time designate one or more other offices or agencies in the United States where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the United States for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

        SECTION 1003.    Money for Note Payments to be Held in Trust.    

        (a)   If the Company shall at any time act as its own Paying Agent, it will, on or before each due date of the principal of (and premium, if any) or interest, on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal (and premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.

        (b)   Whenever the Company shall have one or more Paying Agents, it will, by 10:00 a.m. New York City time on or before each due date of the principal of (and premium, if any) or interest on any Notes, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal at maturity, premium or interest as provided in the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act.

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        (c)   The Company will cause each Paying Agent other than the Trustee or the Company to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section 1003, that such Paying Agent will:

        (1)   comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent (or, until such time as this Indenture shall be qualified under the Trust Indenture Act, which would be applicable to it as Paying Agent if this Indenture were so qualified); and

        (2)   at any time during the continuance of any Default by the Company (or any other obligor upon the Notes) in the making of any payment in respect of the Notes, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent for payment in respect of the Notes;

        (d)   The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.

        (e)   Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (and premium, if any) or interest on any Note and remaining unclaimed for a period ending on the earlier of the date that is ten Business Days prior to the date such money would escheat to the State or two years after such principal (and premium, if any) or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease.

        SECTION 1004.    Corporate Existence.    

        Subject to Article Eight and Section 1013, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its existence.

        SECTION 1005.    Maintenance of Properties.    

        The Company will cause all material properties used or useful in the conduct of its business or the business of any Restricted Subsidiary to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly conducted at all times; provided, however, that nothing in this Section 1005 shall prevent the Company or any of its Restricted Subsidiaries from discontinuing the operation or maintenance of any of such properties if such discontinuance is, as determined by the Company or Restricted Subsidiary in good faith, desirable in (or not materially adverse to) the conduct of its business or the business of any Restricted Subsidiary and not adverse in any material respect to the Holders.

        SECTION 1006.    Payment of Taxes and Other Claims.

        The Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (1) all material taxes, assessments and governmental charges levied or imposed upon the Company or any of its Restricted Subsidiaries or upon the income, profits or property of the Company or any of its Restricted Subsidiaries, and (2) all material lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon the property of the Company or any of its Restricted Subsidiaries; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate negotiations or proceedings.

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        SECTION 1007.    Maintenance of Insurance.    

        The Company shall, and shall cause its Restricted Subsidiaries to, keep at all times all of their properties which are of an insurable nature insured (which may include self insurance) against loss or damage with insurers believed by the Company or such Restricted Subsidiary to be responsible to the extent that property of similar character is usually so insured by corporations similarly situated and owning like properties in accordance with good business practice.

        SECTION 1008.    Limitation on Debt

        (a)   The Company shall not, and shall not permit any Restricted Subsidiary to, Incur any Debt (including Acquired Debt) unless, after giving effect to the application of the proceeds thereof, either:

        (1)   such Debt is Debt of the Company or a Restricted Subsidiary and after giving effect to the Incurrence of such Debt and the application of the proceeds thereof, the Consolidated Interest Coverage Ratio would be greater than 2.0 to 1.0; or

        (2)   such Debt is Permitted Debt.

        (b)   Notwithstanding anything to the contrary contained in this Section 1008, any increase in the amount of Debt solely by reason of currency fluctuation shall not be considered an Incurrence of Debt for purposes of this Section 1008. For purposes of determining compliance with this Section 1008, the U.S. dollar-equivalent principal amount of Debt denominated in any currency other than U.S. dollars shall be calculated based on the relevant currency exchange rate in effect as of the date such Debt is Incurred; provided that the amount of any Permitted Refinancing Debt denominated in the same currency as the Debt being Refinanced thereby shall be calculated based on the relevant exchange rate in effect as of the date of the Incurrence of the Debt being so Refinanced;

        (c)   The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Debt in the form of additional Debt with the same terms, the accumulation of dividends on Disqualified Stock or Preferred Stock of Restricted Subsidiaries (to the extent not paid) and the payment of dividends on Disqualified Stock or Preferred Stock of Restricted Subsidiaries in the form of additional shares of the same class of Disqualified Stock or Preferred Stock of Restricted Subsidiaries will not be deemed to be an Incurrence of Debt or an issuance of Disqualified Stock for purposes of this Section 1008; provided that, in each case, the amount thereof shall be included in Consolidated Interest Expense of the Company as accrued; and

        (d)   For purposes of determining compliance with this Section 1008, in the event that an item of Debt meets the criteria of more than one of the categories of Permitted Debt described in clauses (a) through (m) of the definition of Permitted Debt or is entitled to be incurred pursuant to clause (a)(1) of this Section 1008, the Company shall, in its sole discretion, classify or reclassify such item of Debt (or any part thereof), in any manner that complies with this Section 1008, and such item of Debt will be treated as having been Incurred pursuant to one or more of such categories of Permitted Debt or pursuant to clause (a)(1) of this Section 1008. For purposes of determining any particular amount of Debt under this Section 1008, Guarantees, Liens or obligations, in each case, in support of letters of credit supporting Debt shall not be included to the extent such letters of credit are included in the amount of Debt.

        SECTION 1009.    Limitation on Restricted Payments.    

        (a)   The Company shall not make, and shall not permit any Restricted Subsidiary to make, any Restricted Payment if at the time of, and after giving effect to, such proposed Restricted Payment:

        (1)   a Default or Event of Default shall have occurred and be continuing;

        (2)   the Company could not Incur at least $1.00 of additional Debt pursuant to clause (a)(1) of Section 1008; or

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        (3)   the aggregate amount of such Restricted Payment and all other Restricted Payments declared or made since the Issue Date (the amount of any Restricted Payment, if made other than in cash, to be based upon Fair Market Value on the date made) would exceed an amount equal to the sum of:

        (A)  50% of the aggregate amount of Consolidated Net Income accrued during the period (treated as one accounting period) from the beginning of the fiscal quarter during which the Issue Date occurs to the end of the most recent fiscal quarter for which financial statements have been made publicly available at the time of such Restricted Payment (or if the aggregate amount of Consolidated Net Income for such period shall be a deficit, less 100% of such deficit); plus

        (B)  100% of Capital Stock Sale Proceeds; plus

        (C)  100% of the aggregate net cash proceeds received by the Company or any Restricted Subsidiary from the issuance or sale after the Issue Date of convertible or exchangeable Debt that has been converted into or exchanged for Capital Stock (other than Disqualified Stock) of the Company, excluding:

        (i)    any such Debt issued or sold to the Company or a Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their respective employees; and

        (ii)   the aggregate amount of any cash or other Property distributed by the Company or any Restricted Subsidiary upon any such conversion or exchange;

        plus

        (D)  an amount equal to the sum of:

        (i)    in the case of the net reduction in Investments (which Investments constituted a Restricted Payment when made) in any Person other than the Company or a Restricted Subsidiary resulting from dividends, repayments of loans or advances or other transfers of Property, in each case to the Company or any Restricted Subsidiary from such Person, or from the sale or other disposition of any such Investment to any Person other than the Company or a Restricted Subsidiary, the lesser of:

        (x)   the cash return of capital with respect to such Investment; and

        (y)   the aggregate value of such Investment;

in the case of either clause (x) or (y) in this subparagraph (a)(3)(D)(i), less the cost of the disposition of such Investment; plus

        (ii)   the portion (proportionate to the Company's equity interest in an Unrestricted Subsidiary) of the Fair Market Value of the net assets of such Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary;

provided, however, that no amount will be included under this paragraph (D) to the extent already included in the calculation of Consolidated Net Income;

        plus

        (E)  $25.0 million.

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        (b)   Notwithstanding the limitations in subsection (a) of this Section 1009, the Company or any Restricted Subsidiary may:

        (1)   pay dividends on its Capital Stock within 60 days of the declaration thereof if, on the declaration date, such dividends could have been paid in compliance with this Indenture; provided, however, that such dividends shall be included in the calculation of the amount of Restricted Payments pursuant to clause (a)(3) of this Section 1009;

        (2)   purchase, repurchase, redeem, defease, acquire or retire for value Capital Stock or Subordinated Debt of the Company or any Restricted Subsidiary in exchange for, upon conversion of or out of the proceeds of the substantially concurrent sale of, Capital Stock of the Company whether contemporaneously or in the future (other than Disqualified Stock that is not Permitted Refinancing Debt and other than Capital Stock issued or sold to a Restricted Subsidiary of the Company or an employee stock ownership plan or trust established by the Company or any such Subsidiary for the benefit of their employees) or any Permitted Refinancing Debt; provided, however, that:

        (A)  such purchase, repurchase, redemption, legal defeasance, acquisition or retirement shall be excluded in the calculation of the amount of Restricted Payments pursuant to clause (a)(3) of this Section 1009; and

        (B)  the Capital Stock Sale Proceeds from such exchange or sale shall be excluded from the calculation pursuant to paragraph (a)(3)(B) of this Section 1009;

        (3)   purchase, repurchase, redeem, defease, acquire or retire for value any Subordinated Debt in exchange for, or out of the proceeds of the sale of, Permitted Refinancing Debt;

        (4)   so long as no Default or Event of Default has occurred and is continuing, purchase, repurchase, redeem, defease, acquire or retire for value Capital Stock of the Company or any Subsidiary of the Company from any officer, director, employee or consultant of the Company or its Restricted Subsidiaries in an aggregate amount not to exceed $10.0 million per year;

        (5)   extend loans to employees, officers and directors of the Company and its Restricted Subsidiaries in compliance with applicable laws and in an amount not to exceed $5.0 million in the aggregate at any one time outstanding;

        (6)   acquire the Capital Stock of the Company in connection with the exercise of stock options or stock appreciation rights by way of cashless exercise or in connection with the satisfaction of withholding tax obligations;

        (7)   in connection with an acquisition by the Company or by any of its Restricted Subsidiaries, receive or accept the return to the Company or any of its Restricted Subsidiaries of Capital Stock of the Company or any of its Restricted Subsidiaries constituting a portion of the purchase price consideration in settlement of indemnification claims;

        (8)   purchase fractional shares of the Capital Stock of the Company arising out of stock dividends, splits or combinations or business combinations;

        (9)   effect a Convertible Debentures Repurchase, provided that on a pro forma basis, after giving effect to such Convertible Debentures Repurchase, the Liquidity of the Company and its Restricted Subsidiaries shall equal or exceed $500 million;

        (10) honor any conversion request by a holder of any convertible Debt of the Company or its Restricted Subsidiaries and make cash payments in lieu of fractional shares in connection with any conversion of convertible Debt in accordance with the terms of any convertible Debt;

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        (11) make any payment on or with respect to, or repurchase, redeem, defease or acquire or retire for value, any Subordinated Debt convertible into Equity Interests (other than Disqualified Stock) of the Company in connection with:

        (A)  an optional redemption of such convertible Subordinated Debt pursuant to the terms thereof; provided that, the current market price per share of the Company's common stock (calculated based upon the average closing price as reported on the Nasdaq National Market (or any national securities exchange on which such common stock is listed) for the 30-trading day period immediately preceding the date any notice of redemption is sent or published) into which such Debt is convertible equals or exceeds 150% of the conversion price in effect for such Debt on the date of such notice; and

        (B)  the payment by the Company of cash in lieu of any fractional shares deliverable upon conversion of any Debt in compliance with the terms of the instruments governing such Debt;

provided that any amounts paid pursuant to this clause (11) will be deducted in determining the amount of Restricted Payments permitted under clause (a)(3) of this Section 1009;

        (12) engage in transactions relating to tax planning strategies of the Company and its Restricted Subsidiaries; provided that all such transactions are between or among Restricted Subsidiaries, the Company and any trustee, transfer agent or escrow agent relating to such tax planning strategies, or any combination of the foregoing parties; and

        (13) so long as no Default or Event of Default has occurred and is continuing, make Restricted Payments in an aggregate amount not to exceed $50.0 million.

        (c)   The actions described in the preceding clauses (1), (4), (5), (11) and (13) of subsection (b) of this Section 1009 shall be Restricted Payments that shall be permitted to be made in accordance with this Section 1009 but which shall reduce the amount that would otherwise be available for Restricted Payments under clause (a)(3) of this Section 1009, and the actions described in the preceding clauses (2), (3), (6), (7), (8), (9) (10) and (12) shall be Restricted Payments that shall be permitted to be taken in accordance with this Section 1009 and shall not reduce the amount that would otherwise be available for Restricted Payments under clause (a)(3) of this Section 1009.

        SECTION 1010.    Limitation on Restrictions on Distributions from Restricted Subsidiaries.    

        (a)   The Company shall not, and shall not permit any Restricted Subsidiary to, create or otherwise cause any consensual restriction on the right of any Restricted Subsidiary to:

        (1)   pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, or pay any Debt or other obligation owed, to the Company or any other Restricted Subsidiary;

        (2)   make any loans or advances to the Company or any other Restricted Subsidiary; or

        (3)   transfer any of its Property to the Company or any other Restricted Subsidiary.

        (b)   The limitations set forth in subsection (a) of this Section 1010 will not apply:

        (1)   with respect to clauses (1), (2) and (3) of subsection (a) of this Section 1010, to restrictions:

        (A)  in effect on the Issue Date (and restrictions pursuant to the Notes, this Indenture, the Notes Guarantees and the Senior Credit Facility);

        (B)  imposed on a Restricted Subsidiary and existing at the time it became a Restricted Subsidiary if such restrictions were not created in connection with or in anticipation of the

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transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by the Company;

        (C)  that result from the Refinancing or subsequent Refinancing of Debt Incurred pursuant to an agreement, instrument or contract referred to in subclause (A), (B), (E), (F), (H), (I), (J) or (K) of this clause (1) of subsection (b) of this Section 1010, 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 Holders than those under the agreement evidencing the Debt so Refinanced;

        (D)  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;

        (E)  under any agreement, instrument or contract affecting Property or a Person at the time such Property or Person was acquired by the Company or any Restricted Subsidiary, 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;

        (F)  under or in connection with any joint venture agreements, partnership agreements, stock sale agreements, asset sale agreements and other similar agreements, provided that any such agreements are entered into in the ordinary course of business and in good faith and that such restrictions are reasonably customary for such agreements;

        (G)  under any customary provisions with respect to cash or other deposit or net worth requirements under agreements, instruments or contracts entered into in the ordinary course of business and consistent with past practices;

        (H)  under any agreement entered into in connection with the Incurrence of Debt of the type described in clause (j) of the definition of Permitted Debt;

        (I)   under any customary provisions under any agreements, instruments or contracts relating to any Receivables Program;

        (J)   under any customary provisions under any agreements, instruments or contracts relating to any Synthetic Lease of the Office Campus;

        (K)  under any agreement, instrument or contract relating to Debt that is permitted under Section 1008 to be Incurred pursuant to clause (b) of the definition of Permitted Debt;

        (L)  under any agreement, instrument or contract entered into in connection with any transactions relating to tax planning strategies of the Company and its Restricted Subsidiaries; provided that all such transactions are between or among Restricted Subsidiaries, the Company and any trustee, transfer agent or escrow agent relating to such tax planning strategies, or any combination of the foregoing parties; and

        (M) any restriction with respect to property or assets subject to a Permitted Lien imposed by the secured party.

        (2)   only with respect to clause (3) of subsection (a) of this Section 1010 to:

        (A)  customary provisions restricting subletting or assignment of leases or customary provisions in licenses or other agreements that restrict assignment of such agreements or rights thereunder;

        (B)  customary provisions restricting the sale or other disposition of Property contained in agreements limiting the transfer of Property pending the closing of such sale; and

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        (C)  restrictions on the sale or other disposition of Property acquired, constructed, improved or leased (and any additions, parts, attachments, fixtures, leasehold improvements, proceeds, improvements or accessions related thereto) in whole or in part under any agreement, instrument or contract relating to Debt permitted under Section 1008 to be Incurred under clause (c) of the definition of Permitted Debt.

        SECTION 1011.    Limitation on Liens.    

        (a)   The Company shall not, and shall not permit any Restricted Subsidiary to, Incur or permit to exist any Lien of any nature whatsoever, other than Permitted Liens or Liens securing Senior Debt, on any of its properties (including Capital Stock of a Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired, securing any Debt, unless:

        (1)   if such Lien secures Senior Subordinated Debt, the Notes or the applicable Notes Guaranty are secured by a Lien in the same properties as those securing such Lien and on an equal and ratable basis with such Senior Subordinated Debt, and

        (2)   if such Lien secures Subordinated Debt, such Lien shall be subordinated to a Lien securing the Notes or the applicable Notes Guaranty in the same properties as those securing such Lien at the same level of priority as such Subordinated Debt is subordinated to the Notes and the Notes Guarantees.

        SECTION 1012.    [Intentionally Omitted].    

        SECTION 1013.    Limitation on Asset Sales.    

        (a)   The Company shall not, and shall not permit any Restricted Subsidiary to, consummate any Asset Sale unless:

        (1)   the Company or such Restricted Subsidiary receives consideration in connection with such Asset Sale at least equal to the Fair Market Value of the Property subject to such Asset Sale;

        (2)   at least 75% of the consideration received by the Company or such Restricted Subsidiary in connection with such Asset Sale is in the form of any one or a combination of the following: (A) cash, Cash Equivalents or Additional Assets, (B) the assumption by the purchaser of liabilities of the Company or any Restricted Subsidiary in the amounts as shown on the latest consolidated balance sheet on which such liability appears (other than contingent liabilities and liabilities that are by their terms subordinated to the Notes or the applicable Notes Guaranty, as the case may be), as a result of which the Company and the Restricted Subsidiaries are no longer obligated with respect to such liabilities, (C) securities, notes or other obligations received by the Company or such Restricted Subsidiary to the extent such securities, notes or other obligations are converted by the Company or such Restricted Subsidiary into cash, Cash Equivalents or Additional Assets within 90 days of such Asset Sale, and (D) Debt of a Restricted Subsidiary that is no longer a Restricted Subsidiary as a result of such Asset Sale if the Company and all of its Restricted Subsidiaries immediately are released from all Guarantees, if any, of payments or other obligations with respect to such Debt and such Debt is no longer the liability of the Company or any of its Restricted Subsidiaries; and

        (3)   in connection with any Asset Sale for consideration with a value in excess of $50.0 million, the Company delivers an Officers' Certificate to the Trustee certifying that such Asset Sale complies with clauses (1) and (2) of subsection (a) of this Section 1013.

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        (b)   The Net Available Cash (or any portion thereof) from Asset Sales may be applied by the Company or a Restricted Subsidiary, to the extent the Company or such Restricted Subsidiary elects (or is required by the terms of any Debt):

        (1)   to Repay Senior Debt of the Company or any Notes Guarantor (excluding, in either case, any Debt owed to the Company or an Affiliate of the Company); or

        (2)   to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by the Company or another Restricted Subsidiary).

        (c)   Any Net Available Cash from an Asset Sale not used in accordance with subsection (b) of this Section 1013 within 365 days from the date of the receipt of such Net Available Cash shall constitute "Excess Proceeds." Pending application of any such Net Available Cash within such 365-day period, the Company may temporarily reduce any revolving borrowings that constitute Senior Debt.

        (d)   When the aggregate amount of Excess Proceeds exceeds $25.0 million, the Company will be required to make an offer to repurchase the Notes (the "Prepayment Offer"), which offer shall be in the amount of the Allocable Excess Proceeds (rounded to the nearest $1,000), on a pro rata basis according to principal amount at a purchase price equal to 100% of the principal amount, plus accrued and unpaid interest (the "Purchase Price"), to, but excluding, the purchase date (the "Purchase Date") (subject to the right of Holders on the relevant Regular Record Date that is prior to the Purchase Date to receive interest due on the relevant Interest Payment Date). If the Notes delivered for payment exceed, in aggregate principal amount, the Allocable Excess Proceeds, the Company will purchase such Notes on a pro rata basis.

        (e)   The term "Allocable Excess Proceeds" will mean the product of:

        (1)   the Excess Proceeds and

        (2)   a fraction,

        (A)  the numerator of which is the aggregate principal amount of the Notes Outstanding on the date of the Prepayment Offer, and

        (B)  the denominator of which is the sum of the aggregate principal amount of the Notes outstanding on the date of the Prepayment Offer and the aggregate principal amount of other Debt of the Company outstanding on the date of the Prepayment Offer that is pari passu in right of payment with the Notes and subject to terms and conditions in respect of Asset Sales similar in all material respects to this Section 1013 and requiring the Company to make an offer to purchase such Debt at substantially the same time as the Prepayment Offer.

        (f)    To the extent that any portion of the amount of Net Available Cash remains after a Prepayment Offer pursuant to subsection (d) of this Section 1013, and provided that all holders of Notes have been given the opportunity to tender their Notes for purchase in accordance with this Section 1013, the Company or such Restricted Subsidiary may use such remaining amount for any purpose permitted by this Indenture and the amount of Excess Proceeds will be reset to zero.

        (g)   Within five Business Days after the Company becomes obligated to make a Prepayment Offer, the Company shall give written notice of such Prepayment Offer to each Holder by first-class mail, postage prepaid, at the address of such Holder appearing in the Note Register, stating, (1) the Purchase Price and the Purchase Date, which date shall be a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed, or such other dates as are necessary to comply with requirements under the Exchange Act or any applicable securities laws or regulations; (2) that any Note not tendered will continue to accrue interest if interest is then accruing; (3) that, unless the Company defaults in the payment of the Purchase Price, any Notes accepted for payment pursuant to

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the Prepayment Offer shall cease to accrue interest after the Purchase Date; (4) that Holders electing to have any Notes purchased pursuant to a Prepayment Offer shall be required to surrender the Notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at the address specified in the notice prior to the close of business on the third Business Day preceding the Purchase Date; (5) that Holders shall be entitled to withdraw their election if the Paying Agent receives, not later than the close of business on the second Business Day preceding the Purchase Date, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of Notes delivered for purchase, and a statement that such Holder is withdrawing its election to have such Notes purchased; (6) that Holders whose Notes are being purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof; (7) the instructions that Holders of Notes must follow in order to tender their Notes; (8) the circumstances and facts that the Company deems relevant regarding such Excess Proceeds Offer and (9) such information regarding the Company and its Subsidiaries that the Company, in good faith, believes will enable the Holders to make an informed decision with respect to such Prepayment Offer.

        (h)   The Company will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations and any applicable rules of any securities exchange on which the Notes may be listed in connection with the repurchase of Notes pursuant to this Section 1013. To the extent that the provisions of any securities laws or regulations or the rules of any securities exchange conflict with provisions of this Section 1013, the Company will comply with the applicable securities laws and regulations or the rules of any securities exchange and will not be deemed to have breached its obligations under this Section 1013 by virtue of such compliance.

        SECTION 1014.    Limitation on Transactions with Affiliates.    

        (a)   The Company shall not, and shall not permit any Restricted Subsidiary to, conduct any business or enter into any transaction or series of transactions (including the purchase, sale, transfer, assignment, lease, conveyance or exchange of any Property or the rendering of any service) with, or for the benefit of, any Affiliate of the Company (an "Affiliate Transaction"), unless:

        (1)   the terms of such Affiliate Transaction are, when viewed together with related Affiliate Transactions, if any, no less favorable to the Company or such Restricted Subsidiary, as the case may be, than those that reasonably could be expected to be obtained in a comparable arm's-length transaction with a Person that is not an Affiliate of the Company; and

        (2)   with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $50 million, the Company delivers to the Trustee either a resolution of the Board of Directors set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with this Section 1014 and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors, or an opinion as to the fairness to the Company of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

        (b)   Notwithstanding the foregoing limitation, the following shall not be Affiliate Transactions:

        (1)   any transaction or series of transactions between the Company and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries, provided that no more than 10% of the total voting power of the Voting Stock (on a fully diluted basis) of any such Restricted Subsidiary is owned by an Affiliate of the Company (other than a Restricted Subsidiary);

        (2)   any Restricted Payment permitted to be made pursuant to Section 1009 or any Permitted Investment;

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        (3)   the payment of compensation (including amounts paid pursuant to employee benefit plans), performance or contribution obligations for the personal services of, the issuance, grant or award of stock options or other equity related interests to, or the granting of indemnification to, officers, directors and employees of the Company or any of the Restricted Subsidiaries, in the ordinary course of business;

        (4)   loans and advances to directors, employees or officers made in the ordinary course of business in compliance with applicable laws and consistent with the past practices of the Company or such Restricted Subsidiary, as the case may be, provided that such loans and advances do not exceed $5.0 million in the aggregate at any one time outstanding;

        (5)   the entering into, maintaining or performance of any employment contract, collective bargaining agreement, benefit plan, program or arrangement, related trust agreement or other similar arrangement (in each case entered into in the ordinary course of business and consistent with past practice) for or with any employee, officer or director, including vacation, health, insurance, deferred compensation, retirement, savings or other similar plans;

        (6)   transactions to which no other Affiliate of the Company or any Restricted Subsidiary is a party with Permitted Joint Ventures; and

        (7)   the payment of reasonable and customary regular fees to directors of the Company who are not employees of the Company and indemnification arrangements entered into by the Company in the ordinary course of business.

        SECTION 1015.    Repurchase at the Option of Holders upon a Change of Control.    

        (a)   Upon the occurrence of a Change of Control, each Holder shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at a purchase price (the "Change of Control Purchase Price") equal to 101% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the Change of Control Purchase Date (subject to the right of Holders on the relevant Regular Record Date that is prior to the Change of Control Purchase Date to receive interest due on an Interest Payment Date).

        (b)   Within 30 days following any Change of Control, the Company (or at the request of the Company, the Trustee) shall send, by first-class mail, with a copy to the Trustee, to each Holder at such Holder's address appearing in the Note Register, a notice stating:

        (1)   that a Change of Control has occurred and a Change of Control Offer is being made pursuant to Section 1015 of this Indenture and that all Notes timely tendered will be accepted for payment;

        (2)   the Change of Control Purchase Price and the repurchase date (the "Change of Control Purchase Date"), which date shall be, subject to any contrary requirements of applicable law, a Business Day no earlier than 30 days nor later than 60 days from the date such notice is mailed;

        (3)   the circumstances giving rise to the Change of Control;

        (4)   the procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment; and

        (5)   that on and after the Change of Control Purchase Date, interest shall cease to accrue on the Notes or portions of the Notes surrendered for purchase by the Company, unless the Company defaults in the payment of the Change of Control Purchase Price.

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        (c)   The Company will comply, to the extent applicable, with the requirements of Section 14 (e) of the Exchange Act and any other securities laws or regulations or rules of any securities exchange on which the Notes may be listed in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations or rules of such securities exchange conflict with the provisions of this Section 1015, the Company, to the extent applicable, will comply with the applicable securities laws and regulations or rules of such securities exchange and will not be deemed to have breached its obligations under this Section 1015 by virtue of such compliance.

        SECTION 1016.    Designation of Restricted and Unrestricted Subsidiaries.    

        (a)   The Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default or Event of Default.

        (b)   If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary so designated will be deemed to be an Investment made as of the time of such designation and will reduce the amount available for Restricted Payments under clause (a)(3) of Section 1009 or Permitted Investments, as applicable; provided that Investments in Persons in existence before such Person becomes a Subsidiary that were Permitted Investments or allowed under Section 1009, will not be deemed to be Investments at the time such Person becomes a Subsidiary and is designated as an Unrestricted Subsidiary. All such outstanding Investments will be valued at their Fair Market Value at the time of such designation. A designation will be permitted only if such Restricted Payment would be permitted at that time and if such Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.

        (c)   The Board of Directors may redesignate an Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a Default or Event of Default.

        SECTION 1017.    Payments for Consent.    

        The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid or is paid to all Holders that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

        SECTION 1018.    Limitation on Layered Debt.    

        The Company shall not, and shall not permit any Notes Guarantor to, Incur, directly or indirectly, any Debt (including Permitted Debt, but excluding Acquired Debt that is not Incurred in anticipation of or in connection with the transaction or series of transactions pursuant to which any Person becomes a Restricted Subsidiary of the Company) that is contractually subordinated in right of payment to any Senior Debt unless such Debt is Senior Subordinated Debt or is contractually subordinated in right of payment to Senior Subordinated Debt. Notwithstanding the foregoing, no Debt of the Company or any Notes Guarantor shall be deemed to be contractually subordinated in right of payment to any other Debt of the Company or any Notes Guarantor solely by reason of such other Debt being secured, being Guaranteed, having a shorter maturity of payment or being structurally senior.

        SECTION 1019.    Available Information.    

        Notwithstanding that the Company may not be subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act, the Company shall file with the Commission and provide the Trustee and Holders with such annual reports and such information, documents and other reports as are specified in Sections 13(a) and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such information, documents and reports to be so filed and provided at the

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times specified for the filing of such information, documents and reports under such Sections; provided, however, that the Company shall not be so obligated to file such information, documents and reports with the Commission if the Commission does not permit such filings; provided, further, that any information accepted for filing by the Commission shall be deemed to have been provided to Holders and the Trustee.

        If at any time during the two-year period following the date of original issue of the Notes the Company is not subject to the information requirements of Section 13 or 15(d) of the Exchange Act and the Notes constitute "restricted securities" within the meaning of the Securities Act, the Company will furnish to holders of Notes and prospective purchasers designated by such holders the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act in order to permit compliance with Rule 144A in connection with resales of such Notes.

        SECTION 1020.    Statement by Officers as to Default; Compliance Certificates.    

        The Company will deliver to the Trustee, within 120 days after the end of each fiscal year (which as of the Issue Date is the Saturday nearest September 30) of the Company ending after the date hereof an Officers' Certificate (in which one of the two Officers signing such certificate is either a principal executive officer, principal financial officer or principal accounting officer of the Company), stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder), and if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.

        SECTION 1021.    Waiver of Certain Covenants.    

        Subject to Section 902, the Company may omit in any particular instance to comply with any covenant or condition set forth in Article Eight and Sections 1004 to 1023, inclusive, Article Eleven, and Section 1306 if before or after the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Notes shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such covenant or condition, but no such waiver shall extend to or affect such covenant or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such covenant or condition shall remain in full force and effect.

        SECTION 1022.    Covenants After Fall-Away Event.    

        (a)   Upon the occurrence of the Fall-Away Event, the Company and its Restricted Subsidiaries will no longer be obligated to comply with the following restrictive covenants: 1008, 1009, 1010, 1013, 1014, 1015, 1017 and clause (a)(4) of Section 801, of this Indenture (collectively, the "Suspended Covenants"), and the Company and its Restricted Subsidiaries shall have no obligation or liability in respect of such sections for such period;

        (b)   In the event that the Company and the Restricted Subsidiaries are not subject to the Suspended Covenants for any period of time as a result of the occurrence of a Fall-Away Event and, subsequently, one or both of the Rating Agencies withdraw their ratings or downgrade the ratings assigned to the Notes below Investment Grade Ratings or a Default or Event of Default occurs and is continuing, then the Company and the Restricted Subsidiaries will thereafter again be subject to the Suspended Covenants. Compliance with the Suspended Covenants with respect to Restricted Payments made after the time of such withdrawal, downgrade, Default or Event of Default will be calculated in accordance with Section 1009 as though such Section 1009 had been in effect during the entire period of time from the Issue Date.

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ARTICLE ELEVEN
REDEMPTION OF NOTES

        SECTION 1101.    Right of Redemption.    

        (a)   All or any portion of the Notes may be redeemed, at once or over time, at the election of the Company, at any time on or after            ,        , at the Redemption Prices (expressed as percentages of principal amount) set forth below, together with accrued and unpaid interest to but excluding the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date), if redeemed during the 12-month period commencing on                        of the years set forth below:

Year	Redemption Price
		%
		%
		%
and thereafter	100.000	%

        (b)   All or any portion of the Notes may be redeemed at once or over time at the election of the Company, at any time prior to            ,        , at a Redemption Price equal to the sum of (1) the principal amount of the Notes to be redeemed, plus (2) accrued and unpaid interest to, but excluding, the Redemption Date (subject to the right of Holders on the relevant Regular Record Date that is prior to the Redemption Date to receive interest due on the relevant Interest Payment Date) plus (3) the Make-Whole Premium.

        (c)   At any time and from time to time, prior to            ,        , the Company may redeem up to a maximum of 35% of the aggregate principal amount of the Notes (including any Additional Notes) in an amount not to exceed the amount of the net cash proceeds of one or more Equity Offerings at a redemption price equal to    % of the principal amount of such Notes, plus accrued and unpaid interest thereon to but excluding the Redemption Date (subject to the right of holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date); provided, however, that after giving effect to any such redemption, at least 65% of the aggregate principal amount of the Notes (including any Additional Notes, but excluding Notes held by the Company and its Subsidiaries) remains outstanding. Any such redemption shall be made within 90 days of such Equity Offering upon not fewer than 30 nor more than 60 days' prior notice.

        SECTION 1102.    Applicability of Article.    

        Redemption of Notes at the election of the Company, as permitted by any provision of this Indenture, shall be made in accordance with this Article.

        SECTION 1103.    Election to Redeem; Notice to Trustee.    

        The election of the Company to redeem any Notes pursuant to Section 1201 shall be evidenced by a Board Resolution. In case of any redemption at the election of the Company of the Notes, the Company shall, at least 45 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, the principal amount of Notes to be redeemed and the subsection of this Indenture pursuant to which redemption shall occur. In the case of (a) any redemption pursuant to subsection 1101(c), the Company shall also furnish to the Trustee at the same time as the notification of the Redemption Date, an Officers' Certificate stating that the Company is entitled to effect such redemption and setting forth a statement of facts showing that the condition or conditions precedent to the right of the Company so to redeem have occurred or been satisfied and, (b) in case of a redemption pursuant to subsection 1101(b), the

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Company shall furnish to the Trustee an Officers' Certificate stating the Redemption Price no later than two Business Days prior to the Redemption Date.

        SECTION 1104.    Selection by Trustee of Notes to be Redeemed.    

        (a)   If less than all the Notes are to be redeemed, the particular Notes to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Notes not previously called for redemption, by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of portions (equal to $1,000 or any integral multiple thereof) of the principal amount of Notes of a denomination larger than $1,000; provided that the Trustee shall select the Notes to be redeemed on as nearly a pro rata basis as is practicable.

        (b)   The Trustee shall promptly notify the Company and each Note Registrar in writing of the Notes selected for redemption and, in the case of any Notes selected for partial redemption, the principal amount thereof to be redeemed.

        (c)   For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Notes shall relate, in the case of any Notes redeemed or to be redeemed only in part, to the portion of the principal amount of such Notes which has been or is to be redeemed.

        SECTION 1105.    Notice of Redemption.    

        (a)   Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder to be redeemed, at his address appearing in the Note Register.

        (b)   All notices of redemption shall state:

        (1)   the Redemption Date and the CUSIP or ISIN number, of the Notes, as applicable;

        (2)   the calculation of the Redemption Price, but need not include the Redemption Price itself if the redemption is pursuant to subsection 1101(b);

        (3)   whether the redemption is being made pursuant to subsection 1101(a), (b) or (c) and if being made pursuant to subsection 1101(c), a brief statement setting forth the facts showing that the condition or conditions precedent to the right of the Company so to redeem have occurred or been satisfied;

        (4)   if less than all the Outstanding Notes are to be redeemed, the identification (and, in the case of partial redemption, the principal amount) of the particular Notes to be redeemed;

        (5)   that on the Redemption Date the Redemption Price will become due and payable upon each such Note to be redeemed and that interest thereon will cease to accrue on and after said date; and

        (6)   the place or places where such Notes are to be surrendered for payment of the Redemption Price.

        (c)   At the Company's request (which request may be revoked by the Company at any time prior to the time at which the Trustee shall have given such notice to the Holders), made in writing to the Trustee at least 45 days (or such shorter period as shall be satisfactory to the Trustee) prior to the Redemption Date. The Trustee shall give the notice of redemption in the name and at the expense of the Company. If, however, the Company gives such notice to the Holders, the Company shall concurrently deliver a copy of such notice to the Trustee.

        (d)   Notice of redemption shall be deemed to be given when mailed, whether or not the Holder receives the notice. In any event, failure to give such notice, or any defect therein, shall not affect the

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validity of the proceedings for the redemption of the Notes held by Holders to whom such notice was properly given.

        SECTION 1106.    Deposit of Redemption Price.    

        On or prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Notes which are to be redeemed on that date.

        SECTION 1107.    Notes Payable on Redemption Date.    

        (a)   Notice of redemption having been given as provided in Section 1205, the Notes so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Notes shall cease to bear interest. Upon surrender of any such Note for redemption in accordance with said notice, such Note shall be paid by the Company at the Redemption Price, together with accrued interest to, but excluding, the Redemption Date; provided, however, that installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders registered as such at the close of business on the Regular Record Dates.

        (b)   If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal amount (and premium, if any) shall, until paid, bear interest from the Redemption Date at the rate provided by the Note in accordance with Section 307.

        SECTION 1108.    Notes Redeemed in Part.    

        Any Note which is to be redeemed only in part shall be surrendered at an office or agency of the Company designated for that purpose pursuant to Section 1002 (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Company shall execute, and the Trustee or the Authenticating Agent shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal amount of the Note so surrendered.

ARTICLE TWELVE
GUARANTEES

        SECTION 1201.    Notes Guarantee.

        (a)   Subject to the provisions of this Article Twelve, each Notes Guarantor, jointly and severally, hereby fully and unconditionally guarantees to each holder of a Note authenticated and delivered by the Trustee and to the Trustee, irrespective of the validity or enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder:

        (1)   the due and punctual payment of the principal of (and premium, if any) and interest on, the Notes, whether at Stated Maturity or on an Interest Payment Date, by acceleration, call for redemption or otherwise (subject to any applicable grace period);

        (2)   the due and punctual payment of interest on the overdue principal and premium, if any, of, and interest on, the Notes, if lawful;

        (3)   the due and punctual payment and performance (subject to any applicable grace period) of all other obligations of the Company under this Indenture and the Notes; and

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        (4)   in case of any extension of time of payment or renewal of any Notes or any of such other obligations under this Indenture or under the Notes, the due and punctual payment or performance thereof (subject to any applicable grace period) in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration, call for redemption or otherwise.

        (b)   Failing payment when due by the Company of any amount so Guaranteed for whatever reason, the Notes Guarantors shall be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Notes Guarantee, and shall entitle the Holders or the Trustee to accelerate the obligations of the Notes Guarantors hereunder in the same manner and to the same extent as the obligations of the Company.

        (c)   Each Notes Guarantor hereby agrees that (1) its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes, this Indenture or the obligations of the Company hereunder or thereunder, the absence of any action to enforce the same, whether or not a Notes Guarantee is affixed to any particular Note, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any amendment of this Indenture or the Notes, the recovery of any judgment against the Company or any its Subsidiaries, any action to enforce the same, or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of the Notes) and (2) subject to Section 1207, each Notes Guarantee will not be discharged except by complete performance of the obligations of the Company under the Notes and this Indenture.

        (d)   The Notes Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company's assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a "voidable preference," "fraudulent transfer" or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

        (e)   Each Notes Guarantor hereby agrees that it shall not be entitled to and irrevocably waives diligence, presentment, demand of payment, filing of claim with a court in the event of insolvency or bankruptcy of the Company, any Notes Guarantor, any other Subsidiary of the Company or any other obligor under the Notes, any right to require a proceeding first against the Company, any Notes Guarantor, any other Subsidiary of the Company or any other obligor under this Indenture or the Notes and any right, protest, notice and all demands whatsoever.

        (f)    If any Holder or the Trustee is required by any court or otherwise to return to the Company, any Notes Guarantor, any other Subsidiary of the Company or any other obligor under this Indenture or the Notes or any trustee, liquidator or other similar official, any amount paid by the Company, any Notes Guarantor, any other Subsidiary of the Company or any other obligor under this Indenture or the Notes to the Trustee or such Holder, the Notes Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect.

        (g)   Each Notes Guarantor agrees that, as between the Notes Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the obligations of the Company guaranteed hereby may be accelerated as provided in Article Five for the purposes of the Notes Guarantees, notwithstanding any stay, injunction or other prohibition preventing such acceleration as to the Company of the obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of those obligations as provided in Article Five, those obligations (regardless of whether

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due and payable) will forthwith become due and payable by each of the Notes Guarantors for the purpose of the Notes Guarantees.

        (h)   No shareholder, officer, director, employee or incorporator, past, present or future, of any Notes Guarantor, as such, shall have any personal liability under this Notes Guarantee by reason of his, her or its status as such shareholder, officer, director, employee or incorporator.

        SECTION 1202.    Execution and Delivery of the Notes Guarantees.    

        (a)   To evidence the Notes Guarantees set forth in Section 1201, the Company and each Notes Guarantor hereby agrees that:

        (1)   a notation of the Notes Guarantees substantially as set forth on Exhibit E hereto shall be endorsed on each Note authenticated and delivered by the Trustee;

        (2)   such endorsement shall be executed on behalf of each Notes Guarantor by any one officer of such Notes Guarantor; and

        (b)   Each Notes Guarantor hereby agrees that its Notes Guarantee set forth in Section 1201 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Notes Guarantee.

        (c)   If an officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Notes on which a Notes Guarantee is endorsed, the Notes Guarantee shall nevertheless be valid.

        (d)   The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on behalf of the Notes Guarantors.

        (e)   Such signatures upon this Indenture may be by manual or facsimile signature of such officers and may be imprinted or otherwise reproduced on this Indenture.

        SECTION 1203.    Limitation on Notes Guarantors' Liability.    

        Each Notes Guarantor and by its acceptance hereof each Holder hereby confirms that it is the intention of all such parties that the guarantee by such Notes Guarantor pursuant to its Notes Guarantee not constitute a fraudulent transfer or conveyance for purposes of any federal or state law. To effectuate the foregoing intention, the Holders and the Notes Guarantors hereby irrevocably agree that the obligations of each Notes Guarantor under its Notes Guarantee shall be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Notes Guarantor and to any collections from or payments made by or on behalf of any other Notes Guarantor in respect of the obligations of such other Notes Guarantor under its Notes Guarantee, result in the obligations of such Notes Guarantor under its Notes Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not rendering a Notes Guarantor insolvent.

        SECTION 1204.    Rights under the Notes Guarantees.    

        (a)   Until payment in full of the Notes, no payment by any Notes Guarantor pursuant to the provisions hereof shall give rise to any claim of the Notes Guarantor against the Trustee or any Holder.

        (b)   Each Notes Guarantor waives notice of the issuance, sale and purchase of the Notes and notice from the Trustee or the Holders from time to time of any of the Notes of their acceptance and reliance on its Guaranty.

        (c)   No set-off, counterclaim, reduction or diminution of any obligation or any defense of any kind or nature (other than performance by the Notes Guarantors of their obligations hereunder) that any

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Notes Guarantor may have or assert against the Trustee or any Holder shall be available hereunder to such Notes Guarantor.

        (d)   Each Notes Guarantor shall pay all reasonable costs, expenses and fees, including all reasonable attorneys' fees, that may be incurred by the Trustee in enforcing or attempting to enforce the Notes Guarantees or protecting the rights of the Trustee or the Holder, if any, in accordance with this Indenture.

        SECTION 1205.    Primary Obligations.    

        The obligations of each Notes Guarantor hereunder shall constitute a guaranty of payment and not of collection. Each Notes Guarantor agrees that it is directly liable to each Holder hereunder, that the obligations of each Notes Guarantor hereunder are independent of the obligations of the Company or any other Notes Guarantor, and that a separate action may be brought against each Notes Guarantor, whether such action is brought against the Company or any other Notes Guarantor or whether the Company or any other Notes Guarantor is joined in such action. Each Notes Guarantor agrees that its liability hereunder shall be immediate and shall not be contingent upon the exercise or enforcement by the Trustee or the Holders of whatever remedies they may have against the Company or any other Notes Guarantor or the enforcement of any lien or realization upon any security the Trustee may at any time possess. Each Notes Guarantor agrees that any release that may be given by the Trustee or the Holders to the Company or any other Notes Guarantor shall not release such Notes Guarantor.

        SECTION 1206.    Notes Guarantee by Future Domestic Subsidiaries.    

        (a)   The Company shall cause each Person that is or becomes a Domestic Restricted Subsidiary having assets with a net book value of greater than $1.0 million and that, directly or indirectly, Guarantees the payment, or pledges any of its Property to secure the payment, of other Debt of the Company or any other Subsidiary (other than Unregistered Senior Debt and Debt under the Senior Credit Facility) to execute and deliver the Trustee a supplemental indenture hereto providing for a Notes Guarantee, on an unsecured, senior subordinated basis, at the time such Restricted Subsidiary issues such Guarantee or pledge.

        (b)   Notwithstanding the foregoing, (i) Restricted Subsidiaries that are special purpose entities established solely in connection with any Receivables Program or in connection with any Synthetic Lease or Sale or Leaseback Transaction relating to the Office Campus shall not be required to Guarantee the Notes and (ii) if the 10.375% Senior Secured Notes are repaid in full, the Guarantees of all Notes Guarantors will be released, which will then result in the Notes Guarantors being released, provided that as a result of such release the Notes Guarantors cease to Guarantee any obligations pursuant to the 6.75% Senior Subordinated Notes or any other Debt of the Company or any other Subsidiary (other than Unregistered Senior Debt and Debt under the Senior Credit Facility).

        (c)   The Company hereby covenants and agrees that, immediately following the release of the Notes Guarantors under this Indenture, the Company shall cause to be released the Guarantees of the Notes Guarantors under the indenture governing the 6.75% Senior Subordinated Notes; provided, however, and notwithstanding anything to the contrary contained in this Section 1206, in the event that, subsequent to the release of the Guarantees of the Notes Guarantors under the indenture governing the 6.75% Senior Subordinated Notes as provided herein, any such Guarantees shall be reinstated, upon such reinstatement the Notes Guarantees shall also be reinstated.

        (d)   The Company shall deliver to the Trustee an Opinion of Counsel, in form reasonably satisfactory to the Trustee, to the effect that (A) such supplemental indenture has been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and (B) such supplemental indenture constitutes the legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary, subject to customary exceptions and carve-outs applicable to other similar opinions.

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        (e)   The fact that any Note may fail to have endorsed thereon a Notes Guarantee executed by a Notes Guarantor shall not affect the validity or enforceability of such Notes Guarantee against such Notes Guarantor.

        SECTION 1207.    Release of Notes Guarantors.    

        (a)   A Notes Guarantor shall be released from all of its obligations under its Notes Guarantee and this Indenture:

        (1)   in connection with any sale or other disposition of all or substantially all of the assets or all of the Capital Stock of that Notes Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Domestic Restricted Subsidiary of the Company, if such sale or other disposition is in compliance with Section 1013;

        (2)   upon the designation of such Guarantor as an Unrestricted Subsidiary, in accordance with the terms of this Indenture;

        (3)   upon the delivery by the Company to the Trustees of an Officers' Certificate certifying that the net book value of the assets of such Notes Guarantor is equal to or less than $1.0 million;

        (4)   upon the release of a Notes Guarantor from its Guarantee under all other Debt of the Company and its Subsidiaries other than the 6³/4% Senior Subordinated Notes, Unregistered Senior Debt and Debt under the Senior Credit Facility; or

        (5)   upon the repayment of the 10.375% Senior Secured Notes, in accordance with the terms of Section 1206(b)(ii);

and in each case other than a release pursuant to clause (4) of this subsection (a) the Company has delivered to the Trustee an Officers' Certificate, each stating that all conditions precedent herein provide for relating to such transactions have been complied with and that such release is authorized and permitted hereunder.

        (b)   If all of the conditions to release contained in this Section 1207 have been satisfied, the Trustee shall execute any documents reasonably requested by the Company or any Notes Guarantor in order to evidence the release of such Notes Guarantor from its obligations under its Notes Guarantee under this Article Twelve.

ARTICLE THIRTEEN
DEFEASANCE AND COVENANT DEFEASANCE

        SECTION 1301.    Company's Option to Effect Defeasance or Covenant Defeasance.    

        The Company may at its option, by Board Resolution, at any time, elect to have either Section 1302 or Section 1303 applied to the Outstanding Notes upon compliance with the conditions set forth below in this Article Thirteen.

        SECTION 1302.    Defeasance and Discharge.    

        Upon the Company's exercise of the option provided in Section 1301 applicable to this Section 1302, the Company and the Notes Guarantors shall be deemed to have been discharged from their obligations with respect to the Outstanding Notes and this Indenture on the date the conditions set forth below are satisfied (hereinafter, "defeasance"). For this purpose, such defeasance means that the Company and the Notes Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Notes and the Company and the Notes Guarantors will be deemed to have satisfied all of their other obligations under such Notes, the Notes Guarantees and this Indenture insofar as such Notes and Notes Guarantees are concerned (and the Trustee, at the

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expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of such Notes to receive, solely from the trust fund described in Section 1304 and as more fully set forth in such Section 1304, payments in respect of the principal of (and premium, if any) and interest on such Notes when such payments are due, (b) the Company's obligations with respect to such Notes under Sections 305, 306, 1002 and 1003, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and (d) this Article Thirteen. Subject to compliance with this Article Thirteen, the Company may exercise its option under this Section 1302 notwithstanding the prior exercise of its option under Section 1303.

        SECTION 1303.    Covenant Defeasance.    

        Upon the Company's exercise of the option provided in Section 1301 applicable to this Section 1303, (a) the Company and the Notes Guarantors shall be released from their obligations under Sections 1005 through 1019 inclusive, Section 1206 and clause (a)(4) of Section 801, (b) the occurrence of an event specified in Sections 501(a)(3) (with respect to clause (a)(4) of Section 801), 501(a)(4) (with respect to any of Sections 1008 through 1014, inclusive, Sections 1016, 1018 and 1206), 501(a)(5), 501(a)(6), 501(a)(7) (with respect to Significant Subsidiaries or Restricted Subsidiaries that individually or in the aggregate would constitute a Significant Subsidiary), and 501(a)(8) through 501(a)(10), inclusive, shall not be deemed to be an Event of Default (hereinafter, "covenant defeasance"). For this purpose, such covenant defeasance means that the Company and its Restricted Subsidiaries may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such Section, Clause or Article, whether directly or indirectly by reason of any reference elsewhere herein to any such Section, Clause or Article or by reason of any reference in any such Section, Clause or Article to any other provision herein or in any other document, but the remainder of this Indenture and such Notes shall be unaffected thereby.

        SECTION 1304.    Conditions to Defeasance or Covenant Defeasance.    

        The following shall be the conditions to application of either Section 1302 or Section 1303 to the then Outstanding Notes:

        (a)   The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 609 who shall agree to comply with the provisions of this Article Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, dedicated solely to the benefit of the Holders of such Notes, (1) money in an amount, or (2) U.S. Government Obligations that through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (3) a combination thereof, sufficient to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of (premium, if any,) and each installment of interest on the Outstanding Notes on the Stated Maturity (or Redemption Date, if applicable) of such principal or installment of interest in accordance with the terms of this Indenture and of such Notes;

        (b)   The Company delivers a certificate to the Trustee (or other qualifying trustee) from a nationally recognized firm of independent registered public accountants expressing their opinion that the amounts deposited pursuant to subsection (a) of this Section 1304 (without reinvestment on the deposited money or U.S. Government Obligations or combination thereof) will provide cash at such times and in such amounts as will be sufficient to pay principal (premium, if any) and interest when due on all the Notes to Stated Maturity or redemption, as the case may be;

83

        (c)   In the case of an election under Section 1302, the Company shall have delivered to the Trustee an Opinion of Counsel qualified to practice law in the United States stating that:

        (1)   the Company has received from, or there has been published by, the Internal Revenue Service a ruling; or

        (2)   since the date of this Indenture there has been a change in the applicable U.S. Federal income tax law,

to the effect, in either case, that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the Outstanding Notes will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred;

        (d)   In the case of an election under Section 1303, the Company shall have delivered to the Trustee an Opinion of Counsel qualified to practice law in the United States to the effect that the Holders of the Outstanding Notes will not recognize gain or loss for U.S. Federal income tax purposes as a result of such deposit and covenant defeasance and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such deposit and covenant defeasance had not occurred;

        (e)   Such defeasance or covenant defeasance shall not cause the Trustee to have a conflicting interest as defined in Section 608 and for purposes of the Trust Indenture Act with respect to any securities of the Company;

        (f)    No Default or Event of Default of the Company or such Person making the deposit in clause (a) shall have occurred and be continuing on the date of such deposit or, insofar as clause 501(a)(7) is concerned, at any time during the period ending on the 123rd day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until the expiration of such period);

        (g)   The Company shall have delivered to the Trustee an Opinion of Counsel qualified to practice law in the United States to the effect that such deposit shall not cause the trust so created to be subject to the Investment Company Act of 1940;

        (h)   Such deposit, defeasance or covenant defeasance and discharge shall not result in a breach or violation of, or constitute a default under, any other material agreement or instrument to which the Company is a party or by which the Company is bound;

        (i)    The Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to either the defeasance under Section 1302 or the covenant defeasance under Section 1303 (as the case may be) have been complied with; and

        Upon satisfaction of the above conditions in order to effect a defeasance or conveyance defeasance, all Notes Guarantors will be fully and unconditionally released from their obligations under this Indenture.

        SECTION 1305.    Deposited Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous Provisions.    

        (a)   Subject to the provisions of the last subsection of Section 1003, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee—collectively, for purposes of this Section 1305, the "Trustee") pursuant to Section 1404 in respect of the Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any

84

Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Notes, of all sums due and to become due thereon in respect of principal (and premium, if any) and interest, but such money need not be segregated from other funds except to the extent required by law.

        (b)   The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against any U.S. Government Obligations deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Notes.

        (c)   Anything in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 1304 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent defeasance or covenant defeasance.

        SECTION 1306.    Reinstatement.    

        If the Trustee or the Paying Agent is unable to apply any money in accordance with Section 1302 or 1303 by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company's obligations under this Indenture and the Notes, and the obligations of the Notes Guarantors under the Notes Guarantees, shall be revived and reinstated as though no deposit had occurred pursuant to this Article Thirteen until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 1302 or 1303; provided, however, that if the Company makes any payment of principal of, and premium, if any, or interest on any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or the Paying Agent.

ARTICLE FOURTEEN
SUBORDINATION

        SECTION 1401.    Agreement to Subordinate.    

        The Company agrees, and each Holder by accepting a Note agrees, that the payment of principal of, premium, if any, and interest on and all other amounts payable in respect of, the Notes is subordinated in right of payment, to the extent and in the manner provided in this Article Fourteen and subject to the provisions of Article Thirteen hereof, to the payment when due in cash of all Senior Debt of the Company and that the subordination is for the benefit of and enforceable by the holders of such Senior Debt. The Notes shall in all respects rank pari passu with all future Senior Subordinated Debt of the Company and senior to all existing and future Subordinated Debt of the Company. All provisions of this Article Fourteen shall be subject to Section 1412.

        SECTION 1402.    Liquidation, Dissolution, Bankruptcy.    

        (a)   Upon any payment or distribution of the assets of the Company upon a total or partial liquidation, dissolution or winding up of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or Property or upon an assignment for the benefit of creditors or the marshaling of its assets and liabilities, the holders of Senior Debt will be entitled to receive payment in full in cash before the Holders are entitled to receive any payment of principal of, premium, if any, or interest on, or any other amount payable to Holders in respect of, the Notes, except that Holders may receive and retain such payments made in Permitted Junior Securities and payments from the trust described in Section 1412 hereof; and

85

        (b)   Until the Senior Debt is paid in full in cash, any distribution to which Holders would be entitled but for this Article Fourteen will be made to holders of the Senior Debt as their interests may appear (except that Holders may receive and retain payments made in Permitted Junior Securities and payments and other distributions made from the trust described in Section 1412 hereof; provided that (i) no Holder shall have the right to receive and retain any such Permitted Junior Securities if the existence of such right would have the effect of causing the Notes to be treated in the same class of claims as the Senior Debt or any class of claims which is pari passu with such Senior Debt and (ii) holders of Senior Debt shall be entitled to receive any cash payments made to any Holder on the account of Permitted Junior Securities until all Obligations in respect of Senior Debt have been paid in full in cash).

        SECTION 1403.    Default on Senior Debt.    

        (a)   The Company may not pay (except in Permitted Junior Securities or from the trust described in Section 1412 and Article Thirteen hereof) principal of, or premium, if any, or interest on, or any other amounts payable in respect of, the Notes, or make any deposit pursuant to Section 1304, and may not repurchase, redeem or otherwise retire any Notes (collectively, "pay the Notes") if (i) any principal, premium, interest or any other amount payable in respect of any Senior Debt is not paid within any applicable grace period (including at maturity), or (ii) any other default on Senior Debt occurs and the maturity of such Senior Debt is accelerated in accordance with its terms, unless, in either case, (A) the default has been cured or waived and any such acceleration has been rescinded or (B) such Senior Debt has been paid in full in cash; provided, however, that the Company may pay the Notes without regard to the foregoing if the Company and the Trustee receive written notice approving such payment from the Representative of such issue of Senior Debt or, if there is no Representative, from the holders of such Senior Debt.

        (b)   During the continuance of any default (other than a default described in clause (a)(i) or (ii) above) with respect to any Designated Senior Debt pursuant to which the maturity thereof may be accelerated immediately without further notice (except any notice required to effect the acceleration) or the expiration of any applicable grace period, the Company may not pay the Notes for a period (a "Payment Blockage Period") commencing upon the receipt by the Company and the Trustee of written notice of such default from the Representative of the holders of such Designated Senior Debt or, if there is no Representative, from the holders of such Designated Senior Debt, specifying an election to effect a Payment Blockage Period (a "Payment Blockage Notice") and ending 179 days thereafter, unless such Payment Blockage Period is earlier terminated by written notice to the Trustee and the Company from the Representative of the holders of such Designated Senior Debt or, if there is no Representative, from the holders of such Designated Senior Debt that gave such Payment Blockage Notice, (i) because such default is no longer continuing, or (ii) because such Designated Senior Debt has been repaid in full in cash. Not more than one Payment Blockage Notice with respect to all issues of Designated Senior Debt may be given in any consecutive 360-day period, irrespective of the number of defaults with respect to one or more issues of Designated Senior Debt during such period. No non-payment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be the basis for a subsequent Payment Blockage Notice. Following the expiration of any period during which the Company is prohibited from making payments on the Notes pursuant to a Payment Blockage Notice, the Company shall (unless otherwise prohibited as described in the first two sentences of this paragraph) resume making any and all required payments in respect of the Notes, including, without limitation, any missed payments, unless the maturity of any Designated Senior Debt has been accelerated, and such acceleration has not been rescinded.

        (c)   The Company shall give prompt written notice to the Trustee of any default in the payment after the expiration of the cure period, if any, of any Senior Debt or any acceleration under any Senior Debt or under any agreement pursuant to which Senior Debt may have been issued. Failure to give

86

such notice shall not effect the subordination of the Notes to the Senior Debt or the application of the other provisions provided in this Article Fourteen.

        SECTION 1404.    Acceleration of Payment of Securities.    

        If payment of the Notes is accelerated when any Designated Senior Debt is outstanding, the Company may not pay the Notes until three Business Days after the Representatives of all issues of Designated Senior Debt or, if there is no Representative, the holders of such Designated Senior Debt receive notice of such acceleration and, thereafter, may pay the Notes only if this Indenture otherwise permits payment at that time.

        SECTION 1405.    When Distribution Must Be Paid Over.    

        If a payment or distribution is made to Holders or to the Trustee for the benefit of Holders that, due to this Article Fourteen, should not have been made to them, such Holders or the Trustee will be required to hold it in trust for holders of Senior Debt and pay it over to them as their interests may appear.

        SECTION 1406.    Subrogation.    

        After all Senior Debt is paid in full and until the Notes are paid in full, Holders shall be subrogated (equally and ratably with all other Debt that is pari passu with the Notes) to the rights of holders of Senior Debt to receive distributions applicable to Senior Debt to the extent that distributions otherwise payable to the Holders have been applied to the payment of Senior Debt. A distribution made under this Article Fourteen to holders of Senior Debt that otherwise would have been made to Holders is not, as between the Company and Holders, a payment by the Company on such Senior Debt.

        SECTION 1407.    Relative Rights.    

        This Article Fourteen defines the relative rights of Holders and holders of Senior Debt. Nothing in this Indenture shall:

        (a)   impair, as between the Company and Holders, the obligation of the Company, which is absolute and unconditional, to pay principal of, premium, if any, and interest on, the Notes in accordance with their terms;

        (b)   affect the relative rights of Holders and creditors of the Company other then their rights in relation to holders of Senior Debt; or

        (c)   prevent the Trustee or any Holder from exercising its available remedies upon a Default or an Event of Default, subject to the rights of holders of Senior Debt to receive distributions otherwise payable to Holders.

        SECTION 1408.    Subordination May Not Be Impaired by Company.    

        No right of any holder of Senior Debt to enforce the subordination of the Debt evidenced by the Notes shall be impaired by any act or failure to act by the Company or by its failure to comply with this Indenture.

        SECTION 1409.    Rights of Trustee and Paying Agent.    

        Notwithstanding Section 1403, the Trustee or Paying Agent may continue to make payments on the Notes and shall not be charged with knowledge of the existence of facts that would prohibit the making of any such payments unless, not less than two Business Days prior to the date of such payment, a Responsible Officer receives notice satisfactory to it that payments may not be made under this Article Fourteen. The Company, the Note Registrar or co-registrar, the Paying Agent, a Representative or a

87

holder of Senior Debt may give the notice; provided, however, that, if an issue of Senior Debt has a Representative, only the Representative may give the notice.

        The Trustee in its individual or any other capacity may hold Senior Debt with the same rights it would have if it were not Trustee. The Note Registrar and co-registrar and the Paying Agent may do the same with like rights. The Trustee shall be entitled to all the rights set forth in this Article Fourteen with respect to any Senior Debt that may at any time be held by it, to the same extent as any other holder of such Senior Debt; and nothing in Article Six shall deprive the Trustee of any of its rights as such holder. Nothing in this Article Fourteen shall apply to claims of, or payments to, the Trustee under or pursuant to Section 607.

        SECTION 1410.    Distribution or Notice to Representative.    

        Whenever a distribution is to be made or a notice given to holders of Senior Debt, the distribution may be made and the notice given to their Representative (if any).

        SECTION 1411.    Article Fourteen Not to Prevent Events of Default or Limit Right to Accelerate.    

        Nothing in this Article Fourteen shall prevent an Event of Default in accordance with Article Five or have any effect on the right of the Holders or the Trustee to accelerate the maturity of the Notes or to exercise the rights and remedies in Article Five.

        SECTION 1412.    Trust Moneys Not Subordinated.    

        Notwithstanding anything contained herein to the contrary, payments from money or the proceeds of non-callable U.S. Government Securities held in trust under Article Thirteen by the Trustee for the payment of principal of and interest on the Notes shall not be subordinated to the prior payment of any Senior Debt or subject to the restrictions set forth in this Article Fourteen, and none of the Holders shall be obligated to pay over any such amount to the Company or any holder of Senior Debt or any other creditor of the Company.

        SECTION 1413.    Trustee Entitled to Rely.    

        Upon any payment or distribution pursuant to this Article Fourteen, the Trustee and the Holders shall be entitled to rely (a) upon any order or decree of a court of competent jurisdiction in which any proceedings of the nature referred to in Section 1402 are pending, (b) upon a certificate of the liquidating trustee or agent or other Person making such payment or distribution to the Trustee or to the Holders or (c) upon a certificate of the Representative of the holders of Senior Debt or, if there is no Representative, the holders of Senior Debt for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of Senior Debt and other Debt of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article Fourteen. In the event that the Trustee determines, in good faith, that evidence is required with respect to the right of any Person as a holder of Senior Debt to participate in any payment or distribution pursuant to this Article Fourteen, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Debt held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and other facts pertinent to the rights of such Person under this Article Fourteen, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment. The provisions of Section 601 and 603 shall be applicable to all actions or omissions of actions by the Trustee pursuant to this Article Fourteen.

        SECTION 1414.    Trustee to Effectuate Subordination.    

        Each Holder by accepting a Note authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to acknowledge or effectuate the subordination between the

88

Holders and the holders of Senior Debt as provided in this Article Fourteen and appoints the Trustee as attorney-in-fact for any and all such purposes.

        SECTION 1415.    Trustee Not Fiduciary for Holders of Senior Debt.    

        The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt and shall not be liable to any such holders if it shall mistakenly pay over or distribute to Holders or the Company or any other Person, money or assets to which any holders of Senior Debt shall be entitled by virtue of this Article Fourteen or otherwise, except if such mistake was the result of the Trustee's gross negligence or willful misconduct.

        SECTION 1416.    Reliance by Holders of Senior Debt on Subordination Provisions.    

        Each Holder by accepting a Note acknowledges and agrees that the foregoing subordination provisions are, and are intended to be, an inducement and a consideration to each holder of any Senior Debt, whether such Senior Debt was created or acquired before or after the issuance of the Notes, to acquire and continue to hold, or to continue to hold, such Senior Debt and such holder of such Senior Debt shall be deemed conclusively to have relied on such subordination provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Debt.

        SECTION 1417.    Subordination of Notes Guarantor.    

        The Notes Guaranty of each Notes Guarantor will be subordinated to Senior Debt of such Notes Guarantor to the same extent and in the same manner as the Notes are subordinated to Senior Debt of the Company.

        This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

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        IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written.

The Trustee
U.S. BANK NATIONAL ASSOCIATION
By:	Name: Title:

The Company
SANMINA-SCI CORPORATION
By:	Name: Title:
By:	Name: Title:

Notes Guarantors
COMPATIBLE MEMORY, INC. HADCO CORPORATION HADCO SANTA CLARA, INC. INTERAGENCY, INC. NEWISYS, INC. SANMINA-SCI ENCLOSURE USA INC. SANMINA-SCI SYSTEMS (ALABAMA) INC. SANMINA-SCI SYSTEMS ENCLOSURES         (DENTON) INC. SANMINA-SCI SYSTEMS HOLDINGS, INC. SANMINA-SCI USA, INC. SCI SYSTEMS, INC. SCI TECHNOLOGY, INC. SCIMEX, INC. VIKING INTERWORKS INC.
All By:	Name: Title:

Notes Guarantors
SCI PLANT NO. 5, L.L.C.
By:
SANMINA-SCI SYSTEMS (ALABAMA) INC., its Sole Member
By:	Name: Title:

Notes Guarantors
SCI PLANT NO. 22, L.L.C.
By:
SCI TECHNOLOGY, INC., its Sole Member
By:	Name: Title:

Notes Guarantors
SANMINA GENERAL, L.L.C. SANMINA LIMITED, L.L.C.
All by:
SANMINA-SCI CORPORATION, their Sole Member
By:	Name: Title:

Notes Guarantors
SANMINA TEXAS, L.P.
By:	SANMINA GENERAL, L.L.C., its General Partner
	By:	SANMINA-SCI CORPORATION, its Sole Member
By:	Name: Title:

EXHIBIT A

[FACE OF NOTE]

[APPLICABLE LEGENDS PURSUANT TO SECTION 305(C)]

SANMINA-SCI CORPORATION

% Senior Subordinated Note due                        ,

[CUSIP] [ISIN] [________]

No. ______ $ __________

        SANMINA-SCI CORPORATION, a Delaware corporation (the "Company," which term includes any successor Person under the Indenture hereinafter referred to), for value received, promises to pay to                        , or its registered assigns, the principal amount of                        ($            ) [If this Note is a Global Note, then insert—(such principal amount may from time to time be increased or decreased to such other principal amounts (which, taken together with the principal amounts of all other Outstanding Notes, shall not exceed the sum of (a) $                        plus (b) the principal amount of any Additional Notes issued pursuant to the within-mentioned Indenture) by adjustments made on the records of the Trustee referred to in the Indenture)] on                        ,             .

        Interest Payment Dates:                        and                         .

        Regular Record Dates:                        and                         .

        Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

        The Notes Guarantors that are parties to the Indenture, and their successors under the Indenture, have jointly and severally, fully and unconditionally, guaranteed the payment of principal of, premium, if any, and interest on the Notes.

        IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officers.

The Company
SANMINA-SCI CORPORATION
By:	Name: Title:
By:	Name: Title:

(Trustee's Certificate of Authentication)

        This is one of the            % Senior Subordinated Notes due                        ,                         described in the within-mentioned Indenture.

Date:	U.S. BANK NATIONAL ASSOCIATION, as Trustee
	By:	Authorized Signatory

A-1

[REVERSE SIDE OF NOTE]

SANMINA-SCI CORPORATION

% Senior Subordinated Note due                        ,             

1.

Principal and Interest.

        The Company will pay the principal amount of this Note on                        ,              .

        The Company promises to pay interest semiannually in arrears on the principal amount of this Note on each Interest Payment Date at the rate per annum shown above, commencing on                         ,             . Interest on the Notes will accrue from the most recent date to which interest has been paid or duly provided for, or, if no interest has been paid or duly provided for, from                        ,             . Interest will be computed on the basis of a 360-day year of twelve 30-day months.

        The Company shall pay interest on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum that is equal to         %.

2.

Method of Payment.

        The Company will pay principal as provided above and interest (except Defaulted Interest) on the principal amount of the Notes as provided above on each            and             , to the Persons who are Holders (as reflected in the Note Register at the close of business on the            or            immediately preceding the Interest Payment Date, such date referred to herein as the "Regular Record Date"), in each case, even if the Note is cancelled on registration of transfer or registration of exchange after such Regular Record Date.

        The Company will pay principal (and premium, if any), and as provided above, interest, in money of the United States that at the time of payment is legal tender for payment of public and private debts. However, the Company may pay principal (and premium, if any), and interest by its check payable in such money. It may mail an interest check to a Holder's registered address (as reflected in the Note Register). If a payment date is a date other than a Business Day at a place of payment, payment may be made at that place on the next succeeding day that is a Business Day and no interest shall accrue for the intervening period if and to the extent the required payment is made on the next succeeding Business Day.

3.

Paying Agent and Note Registrar.

        Initially, the Trustee will act as authenticating agent, Paying Agent and Note Registrar. The Company may change any authenticating agent, Paying Agent or Note Registrar without notice. The Company, any Subsidiary or any Affiliate of any of them may act as Paying Agent, Note Registrar or co-Note Registrar.

4.

Indenture; Limitations.

        The Company issued the Notes under an Indenture among the Company, each of the Notes Guarantors named therein and U.S. Bank National Association, as trustee (the "Trustee") dated as of                         ,             (the "Indenture"). Capitalized terms herein are used as defined in the Indenture unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The Notes are subject to all such terms and Holders are referred to the Indenture and the Trust Indenture Act for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture shall control.

        The Notes are senior subordinated obligations of the Company.

A-2

        The Company may, subject to the provisions of the Indenture and applicable law, issue Additional Notes under the Indenture.

5.

Optional Redemption.

        Except as set forth below, the Notes will not be redeemable at the option of the Company prior to            ,             . Starting on that date, the Company may redeem all or any portion of the Notes, at once or over time, after giving the required notice under the Indenture.

        The Notes may be redeemed in whole or in part at the election of the Company, at any time and from time to time on or after                        ,             , at the Redemption Prices set forth below, plus accrued and unpaid interest to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date). The following Redemption Prices (expressed as percentages of principal amount) are for the Notes redeemed during the 12-month period commencing on             of the years set forth below:

Year	Redemption Price
	%
	%
	%
and thereafter	100.000%

        At any time and from time to time prior to                        ,              , the Company may redeem all or any portion of the Notes after giving the required notice under the Indenture, at a Redemption Price equal to the sum of:

        (a)   the principal amount of the Notes to be redeemed, plus

        (b)   accrued and unpaid interest to but excluding the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date that is prior to the Redemption Date to receive interest due on the relevant Interest Payment Date), plus

        (c)   the Make-Whole Premium (as defined in the Indenture).

        In addition, at any time and from time to time, prior to                        ,              , the Company may redeem up to a maximum of 35% of the aggregate principal amount of the Notes (including any Additional Notes) in an amount not to exceed the amount of the net cash proceeds of one or more Equity Offerings at a Redemption Price equal to        % of the principal amount of the Notes, plus accrued and unpaid interest thereon to, but excluding, the Redemption Date (subject to the right of Holders of record on the relevant Regular Record Date to receive interest due on the relevant Interest Payment Date); provided, however, that after giving effect to any such redemption, at least 65% of the aggregate principal amount of the Notes (including any Additional Notes, but excluding Notes held by the Company and its Subsidiaries) remains outstanding. Any such redemption shall be made within 90 days of such Equity Offering upon not fewer than 30 nor more than 60 days' prior notice.

        In the event of redemption or purchase of this Note in part only, a new Note or Notes for the unredeemed or unpurchased portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.

6.

Repurchase upon Change of Control.

        Upon the occurrence of any Change of Control, each Holder shall have the right to require the Company to repurchase its Notes in cash pursuant to the offer described in the Indenture at the Change of Control Purchase Price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the Change of Control Purchase Date.

A-3

        A notice of such Change of Control will be mailed within 30 days after any Change of Control occurs to each Holder by first-class mail at its last address as it appears in the Note Register. Notes in original denominations larger than $1,000 may be sold to the Company in part (equal to $1,000 or an integral multiple of $1,000). On and after the Change of Control Purchase Date, interest shall cease to accrue on Notes or portions of Notes surrendered for purchase by the Company, unless the Company defaults in the payment of the Change of Control Purchase Price.

7.

Denominations; Transfer; Exchange.

        The Notes are in registered form without coupons in denominations of $1,000 of principal amount and multiples of $1,000 in excess thereof. A Holder may register the transfer or exchange of Notes in accordance with the Indenture. The Note Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. The Note Registrar need not register the transfer or exchange of any Notes selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. Also, it need not issue, register the transfer of or exchange any Notes during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Notes selected for redemption.

8.

Persons Deemed Owners.

        A Holder shall be treated as the owner of a Note for all purposes.

9.

Amendment; Supplement; Waiver.

        Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of Outstanding Notes, and any existing default or compliance with any provision may be waived with the consent of the Holders of at least a majority in principal amount of Outstanding Notes. Without notice to or the consent of any Holder, the parties thereto may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, omission, defect or inconsistency and make any change that does not adversely affect the rights of any Holder.

10.

Restrictive Covenants.

        The Indenture imposes certain limitations on the ability of the Company and its Restricted Subsidiaries, among other things, to Incur additional Debt, make Restricted Payments, suffer to exist restrictions on the ability of Restricted Subsidiaries to make certain payments to the Company, engage in transactions with Affiliates, suffer to exist or incur Liens, use the proceeds from Asset Sales, or merge, consolidate or transfer substantially all of their assets. The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof an Officers' Certificate (in which one of the two Officers signing such certificate is either a principal executive officer, principal financial officer or principal accounting officer of the Company), stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions of the Indenture (without regard to any period of grace or requirement of notice provided hereunder), and if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge. During a Suspension Period, the Company will not be subject to a majority of these restrictive covenants.

11.

Subordination

        The Notes and Notes Guarantees are subordinated to Senior Debt to the extent set forth in the Indenture.

A-4

12.

Successor Persons.

        When a successor person or other entity assumes all the obligations of its predecessor under the Notes and the Indenture, the predecessor person will be released from those obligations except in limited circumstances described in the Indenture.

13.

Defaults and Remedies.

        The Indenture sets forth events that constitute an Event of Default under the Indenture. If an Event of Default shall occur and be continuing, there may be declared due and payable the principal amount (together with accrued and unpaid interest) on the Notes in the manner and with the effect provided in the Indenture. If certain bankruptcy or insolvency events occur and continue with respect to the Company or its Restricted Subsidiaries that individually or in the aggregate would constitute a Significant Subsidiary, the Notes shall automatically become due and payable in accordance with the terms of the Indenture.

14.

Notes Guarantee.

        The Company's obligations under the Notes are fully and unconditionally guaranteed, jointly and severally, by the Notes Guarantors as such Notes Guarantors may change from time to time in accordance with the terms of the Indenture.

15.

Designation as Senior Debt.

        The Notes are designated senior debt for purposes of the Zero Coupon Debentures and the Company's Guaranty of the 3% Convertible Subordinated Notes Due 2007 issued by SCI Systems, Inc. The Notes Guaranty by SCI Systems, Inc. is designated senior debt for purposes of the 3% Convertible Subordinated Notes Due 2007 issued by SCI Systems, Inc.

16.

Trustee Dealings with the Company.

        The Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits from and perform services for the Company, the Notes Guarantors or their Affiliates and may otherwise deal with the Company, the Notes Guarantors or their Affiliates as if it were not the Trustee.

17.

No Recourse Against Others.

        No incorporator or any past, present or future partner, stockholder, other equityholder, officer, director, employee or controlling person, as such, of the Company, the Notes Guarantors or of any successor Person shall have any liability for any obligations of the Company or the Notes Guarantors under the Notes, the Notes Guarantees or the Indenture or for any claim based on, in respect of or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes and the Notes Guarantees.

18.

Authentication.

        This Note shall not be valid until the Trustee or authenticating agent signs the certificate of authentication on the other side of this Note.

19.

Abbreviations.

        Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).

        The Company will furnish a copy of the Indenture to any Holder upon written request and without charge. Requests may be made to Sanmina-SCI Corporation, 2700 North First Street, San Jose, California 95134.

20.

Governing Law.

        This Note shall be governed by and construed in accordance with the laws of the State of New York.

A-5

[FORM OF TRANSFER NOTICE]

        FOR VALUE RECEIVED the undersigned registered holder hereby sell(s), assign(s) and transfer(s) unto

Insert Taxpayer Identification No.

Please print or typewrite name and address including zip code of assignee

the within Note and all rights thereunder, hereby irrevocably constituting and appointing

attorney to transfer said Note on the books of the Company with full power of substitution in the premises.

A-6

OPTION OF HOLDER TO ELECT PURCHASE

        If you wish to have this Note purchased by the Company pursuant to Section 1103 or 1105 of this Indenture, check the Box: o

        If you wish to have a portion of this Note purchased by the Company pursuant to Section 1103 or 1105 of the Indenture, state the principal amount: $_______________.

Date:

Your Signature:    ____________________________________________________
                              (Sign exactly as your name appears on the other side of this Note)

Signature Notes Guarantee: __________________________________

Signature must be guaranteed by an eligible Guarantor Institution (banks, stockbrokers, savings and loan associations and credit union) with membership in an approved signature medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15).

A-7

EXHIBIT B—Form
Of Notes Guarantee

GUARANTEE

        For good and valuable consideration received from the Company by the undersigned (hereinafter referred to as the "Notes Guarantors," which term includes any successor or additional Notes Guarantors), the receipt and sufficiency of which is hereby acknowledged, subject to Section 1203 of the Indenture, each Notes Guarantor, jointly and severally, hereby unconditionally guarantees, irrespective of the validity or enforceability of the Indenture, the Notes or the obligations of any party under the Notes or the Indenture, (a) the due and punctual payment of the principal of (and premium, if any) and interest on, the Notes, whether at Stated Maturity or on an Interest Payment Date, by acceleration, call for redemption or otherwise (subject to any applicable grace period), (b) the due and punctual payment of interest on the overdue principal and premium, if any, of the interest on, the Notes, if lawful, (c) the due and punctual payment and performance (subject to any applicable grace period) of all other obligations of the Company under the Notes and the Indenture, all in accordance with the terms set forth therein and (d) in case of any extension of time of payment or renewal of any Notes or any of such other obligations under the Notes or the Indenture, the due and punctual payment or performance thereof (subject to any applicable grace period) in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration, call for redemption or otherwise.

        No past, present or future director, officer, employee, incorporator, stockholder, members or controlling person of the Notes Guarantor (or any successor entity), as such, shall have any liability under this Notes Guarantee for any obligations of the Notes Guarantor under the Notes or the Indenture, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting the Note to which this Notes Guarantee is attached waives and releases all such liability.

[Signatures on following pages]

B-1

        IN WITNESS WHEREOF, each of the Notes Guarantors has caused this Notes Guarantee to be signed by a duly authorized officer.

Date:                   ,	Notes Guarantors
	COMPATIBLE MEMORY, INC. HADCO CORPORATION HADCO SANTA CLARA, INC. INTERAGENCY, INC. NEWISYS, INC. SANMINA-SCI ENCLOSURE USA INC. SANMINA-SCI SYSTEMS (ALABAMA) INC. SANMINA-SCI SYSTEMS ENCLOSURES         (DENTON) INC. SANMINA-SCI SYSTEMS HOLDINGS, INC. SANMINA-SCI USA, INC. SCI SYSTEMS, INC. SCI TECHNOLOGY, INC. SCIMEX, INC. VIKING INTERWORKS INC.
	All By:	Name: Title:

B-2

Notes Guarantors
SCI PLANT NO. 5, L.L.C.
By:
SANMINA-SCI SYSTEMS (ALABAMA) INC., its Sole Member
By:	Name: Title:

B-3

Notes Guarantors
SCI PLANT NO. 22, L.L.C.
By:
SCI TECHNOLOGY, INC., its Sole Member
By:	Name: Title:

B-4

Notes Guarantors
SANMINA GENERAL, L.L.C. SANMINA LIMITED, L.L.C.
All by:
SANMINA-SCI CORPORATION, their Sole Member
By:	Name: Title:

B-5

Notes Guarantors
SANMINA TEXAS, L.P.
By:	SANMINA GENERAL, L.L.C., its General Partner
	By:	SANMINA-SCI CORPORATION, its Sole Member
By:	Name: Title:

B-6

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Exhibit 4.1

TABLE OF CONTENTS
RECITALS OF THE COMPANY
ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
ARTICLE TWO NOTE FORMS
ARTICLE THREE THE NOTES
ARTICLE FOUR SATISFACTION AND DISCHARGE
ARTICLE FIVE REMEDIES
ARTICLE SIX THE TRUSTEE
ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY
ARTICLE EIGHT MERGERS, CONSOLIDATION AND SALE OF PROPERTY
ARTICLE NINE SUPPLEMENTAL INDENTURES
ARTICLE TEN COVENANTS
ARTICLE ELEVEN REDEMPTION OF NOTES
ARTICLE TWELVE GUARANTEES
ARTICLE THIRTEEN DEFEASANCE AND COVENANT DEFEASANCE
ARTICLE FOURTEEN SUBORDINATION

EXHIBIT B —Form Of Notes Guarantee

GUARANTEE

EX-5.1

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Exhibit 5.1

January 30, 2006

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

Re:

Sanmina-SCI Corporation.—Registration Statement on Form S-3

Ladies and Gentlemen:

        We have acted as special counsel to Sanmina-SCI Corporation, a Delaware corporation (the "Company"), and the Company's subsidiary guarantors named in Schedule I hereto (the "Subsidiary Guarantors" and, together with the Company, the "Registrants"), in connection with the filing by the Registrants with the Securities and Exchange Commission (the "Commission") of a registration statement on Form S-3 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), that is automatically effective under the Securities Act pursuant to Rule 462(e) promulgated thereunder. Pursuant to the Registration Statement, the Company is registering under the Securities Act an unspecified amount of senior subordinated debt securities (the "Debt Securities"). The Debt Securities are to be issued pursuant to a senior subordinated indenture which has been filed as an exhibit to the Registration Statement (the "Indenture") and to be entered into among the Company, the Subsidiary Guarantors and U.S. Bank National Association, as trustee (the "Trustee"). The Debt Securities are to be sold pursuant to an underwriting agreement (the "Underwriting Agreement") in substantially the form filed as an exhibit to the Registration Statement.

        The Debt Securities will be guaranteed by each of the Subsidiary Guarantors pursuant to guarantees the forms of which are included in the Indenture (each, a "Guarantee"). The Registration Statement also covers issuance of the Guarantees by each of the Subsidiary Guarantors of the Debt Securities. The Debt Securities and the Guarantees are to be issued in the forms set forth in the Indenture filed as an exhibit to the Registration Statement.

        We have examined the Registration Statement, the Indenture and specimens of the certificates representing the Debt Securities and the Guarantees included as exhibits to the Indenture. In addition, we have examined such other instruments, documents, certificates and records which we have deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed (i) the authenticity of original documents and the genuineness of all signatures; (ii) the conformity to the originals of all documents submitted to us as copies; (iii) the truth, accuracy, and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates we have reviewed; (iv) the Registration Statement, and any amendments or supplements thereto, will have become effective under the Securities Act; (v) a prospectus supplement will have been filed with the Commission describing the Debt Securities and related guarantees offered thereby; (vi) all Debt Securities will be issued and sold in compliance with applicable Federal and state securities laws and in the manner stated in the Registration Statement and the applicable prospectus supplement; (vii) the Underwriting Agreement with respect to the Debt Securities and the Guarantees offered will have been duly authorized and validly executed and delivered by the Company, the Subsidiary Guarantors and the other parties thereto; and (viii) the legal capacity of all natural persons. As to any facts material to the opinions expressed herein that were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company and the Subsidiary Guarantors.

        Members of our firm are admitted to the bar in the State of California, the State of New York and the State of Texas, and we express no opinion as to any matter relating to laws of any jurisdiction other than the federal laws of the United States of America, the General Corporation Law of the State of Delaware (the "DGCL"), the Delaware Limited Liability Company Act (the "DLLCA"), the laws of the State of New York (but only with respect to our opinions as to the validity, binding effect and enforceability of the Securities and the Guarantees), the Texas Business Corporation Act, the Texas Revised Limited Partnership Act, and the laws of the State of California, as such are in effect on the date hereof, and we have made no inquiry into, and we express no opinion as to, the statutes, regulations, treaties, common laws or other laws of any other nation, state or jurisdiction. We are not

licensed to practice law in the State of Delaware and, accordingly, our opinions as to the DGCL and DLLCA are based solely on a review of the official statutes of the State of Delaware and the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting such statues and provisions.

        We express no opinion as to (i) the effect of any bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or other similar laws relating to or affecting the rights of creditors generally, (ii) rights to indemnification and contribution which may be limited by applicable law or equitable principles, or (iii) the effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, the effect of judicial discretion and the possible unavailability of specific performance, injunctive relief or other equitable relief, and limitations on rights of acceleration, whether considered in a proceeding in equity or at law.

        We express no opinion as to the applicability to the obligations of the Company and the Subsidiary Guarantors (or the enforceability of such obligations) of Section 548 of the Bankruptcy Code, Article 10 of the New York Debtor and Creditor Law or California Civil Code Section 3439, or any other provision of law, relating to fraudulent conveyances, transfers or obligations.

        Based on such examination, we are of the opinion that:

        1.     When (a) the Trustee is qualified to act as Trustee under Indenture, (b) the Trustee has duly executed and delivered the Indenture, (c) the Indenture has been duly authorized and validly executed and delivered by the Company and the Subsidiary Guarantors to the Trustee, (d) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, (e) the Board of Directors of the Company or a duly constituted and acting committee thereof (such Board of Directors or committee being hereinafter referred to as the "Board") has taken all necessary corporate action to approve the issuance and terms of such Debt Securities, the terms of the offering thereof and related matters, and (f) such Debt Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture and the Underwriting Agreement approved by the Board, such Debt Securities will be validly issued and will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms entitled to the benefits of the applicable Indenture.

        2.     When (a) the Trustee is qualified to act as Trustee under Indenture, (b) the Trustee has duly executed and delivered the Indenture, (c) the Indenture has been duly authorized and validly executed and delivered by the Company and the Subsidiary Guarantors to the Trustee, (d) the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, (e) the Debt Securities have been duly executed and delivered by the Company and authenticated by the Trustee in accordance with the terms of the Indenture, (f) the Board of Directors, member or general partner, as applicable, of each Subsidiary Guarantor has taken all necessary corporate, limited liability company or partnership, as applicable, action to approve the issuance and terms of such Guarantees, the terms of the offering thereof and related matters, and (g) the Guarantees have been duly executed, authenticated, issued and delivered by the respective Subsidiary Guarantor in accordance with the provisions of the Indenture and the Underwriting Agreement approved by the Board of Directors, member or general partner, as applicable, the Guarantees will be validly issued and will constitute valid and binding obligations of the applicable Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with their terms entitled to the benefits of the applicable Indenture.

        We hereby consent to the filing of this opinion as an exhibit to the above-referenced Registration Statement and to the use of our name wherever it appears in the Registration Statement, the Prospectus, the Prospectus Supplement, and in any amendment or supplement thereto. In giving such consent, we do not believe that we are "experts" within the meaning of such term as used in the Act or the rules and regulations of the Commission issued thereunder with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.

WILSON SONSINI GOODRICH & ROSATI, Professional Corporation
/s/	WILSON SONSINI GOODRICH & ROSATI, Professional Corporation

2

SCHEDULE I

Subsidiary Guarantors

Compatible Memory, Inc.
Hadco Corporation
Hadco Santa Clara, Inc.
Interagency, Inc.
Newisys, Inc.
Sanmina General, L.L.C.
Sanmina Limited, L.L.C.
Sanmina Texas, L.P.
Sanmina-SCI Enclosures USA Inc.
Sanmina-SCI Systems Enclosures (Denton) Inc.
Sanmina-SCI Systems Holdings, Inc.
SCI Plant No. 22, L.L.C.
SCI Systems, Inc.
Viking Interworks Inc.
Sanmina-SCI USA, Inc.
Sanmina-SCI Systems (Alabama) Inc.
SCI Plant No. 5, L.L.C.
SCI Technology, Inc.
Scimex, Inc.

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Exhibit 5.1

SCHEDULE I Subsidiary Guarantors

EX-12.1

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Exhibit 12.1

Sanmina-SCI Corporation
Statement of Computation of Ratio of Earnings to Fixed Charges

			Fiscal Year
			2005			2004			2003			2002			2001
			(In thousands, except ratios)
Fixed Charges:
	Rent Expense		$	42,300		$	49,151		$	54,067		$	49,800		$	27,600
	Interest factor			6.90			7.36			6.90			5.11			2.18
	Interest component of rental expense			6,134			6,678			7,836			9,756			12,646
	Interest, debt expense & amortization of debt expense			142,319			115,304			128,501			97,833			55,218
		Total fixed charges		148,453			121,982			136,337			107,586			67,891
Earnings for fixed charges calculation:
	Pre-tax income (loss)			(593,863	)		(15,581	)		(198,207	)		(2,814,892	)		82,792
	Equity method investee's losses			—			15,526			6,351			4,512			—
				(593,863	)		(55	)		(191,856	)		(2,810,380	)		82,792
Fixed charges				148,453			121,982			136,337			107,586			67,891
		Earnings for calculation purposes	$	(445,411	)	$	121,927		$	(55,519	)	$	(2,702,795	)	$	150,683
Ratio of earnings to fixed charges (1)				—			1.0	x		—			—			2.2	x

(1)

Earnings for fiscal 2005, fiscal 2003 and fiscal 2002 were insufficient to cover fixed charges by approximately $593.9 million for fiscal 2005, approximately $191.9 million for fiscal 2003 and 2.8 billion for fiscal 2002. The loss before income taxes for fiscal 2005 included a goodwill impairment loss of $600 million, the loss before income taxes for fiscal 2003 included an impairment of long-lived assets loss of $95.6 million and the loss before income taxes for fiscal 2002 included a goodwill impairment loss of $2.8 billion.

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Exhibit 12.1

Sanmina-SCI Corporation Statement of Computation of Ratio of Earnings to Fixed Charges

EX-23.1

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Sanmina-SCI Corporation:

We consent to the use of our reports with respect to the consolidated balance sheets of Sanmina-SCI Corporation and subsidiaries as of October 1, 2005 and October 2, 2004, and the related consolidated statements of operations, stockholders' equity, comprehensive income (loss), and cash flows for each of the years in the three-year period ended October 1, 2005, and the related financial statement schedule, management's assessment of the effectiveness of internal control over financial reporting as of October 1, 2005, and the effectiveness of internal control over financial reporting as of October 1, 2005, which reports are incorporated by reference in this registration statement on Form S-3, and to the references to our firm under the heading "Experts" in the registration statement.

/s/    KPMG LLP

Mountain View, California
January 26, 2006

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

EX-25.1

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Exhibit 25.1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER
THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
Check if an Application to Determine Eligibility of
a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION
(Exact name of Trustee as specified in its charter)

31-0841368
I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota (Address of principal executive offices)	55402 (Zip Code)
Paula Oswald U.S. Bank National Association 633 W. 5TH Street, 24th Floor Los Angeles, CA 90071 (213) 615-6043 (Name, address and telephone number of agent for service)
Sanmina-SCI Corporation (Issuer with respect to the Securities)
Delaware (State or other jurisdiction of incorporation or organization)	77-0228183 (I.R.S. Employer Identification No.)
2700 North First Street, San Jose, CA (Address of Principal Executive Offices)	95134 (Zip Code)
Senior Subordinated Notes due 2016 (Title of the Indenture Securities)

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee.

        a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency
Washington, D.C.

        b) Whether it is authorized to exercise corporate trust powers.

Trustee is authorized to exercise corporate trust powers.

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

        None

In answering this item, the trustee has relied, in part, upon information furnished by the obligor and the underwriters, and has also examined its own books and records for the purpose of answering this item.

Items 3-15 Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1.

A copy of the Articles of Association of the Trustee.*



2.

A copy of the certificate of authority of the Trustee to commence business.*



3.

A copy of the certificate of authority of the Trustee to exercise corporate trust powers.*



4.

A copy of the existing bylaws of the Trustee.*



5.

A copy of each Indenture referred to in Item 4. Not applicable.



6.

The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached hereto as Exhibit 6.



7.

A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority, attached hereto as Exhibit 7.

*

Incorporated by reference to Registration Number 333-67188.
A copy of the Articles of Association of the trustee, as now in effect, is on file with the Securities and Exchange Commission as an Exhibit with corresponding exhibit number to the Form T-1 of Structured Obligations Corporation, filed pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939, as amended (the "Act"), on November 16, 2001 (Registration No. 333-67188), and is incorporated herein by reference.

NOTE

        The answers to this statement insofar as such answers relate to what persons have been underwriters for any securities of the obligors within three years prior to the date of filing this statement, or what persons are owners of 10% or more of the voting securities of the obligors, or affiliates, are based upon information furnished to the Trustee by the obligors.

SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Los Angeles, State of California on the 23rd day of January, 2006.

U.S. BANK NATIONAL ASSOCIATION
By:	/s/  PAULA OSWALD Paula Oswald Vice President

2

Exhibit 6

CONSENT

        In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: January 23, 2006

U.S. BANK NATIONAL ASSOCIATION
By:	/s/  PAULA OSWALD Paula Oswald Vice President

3

Exhibit 7

U.S. Bank National Association
Statement of Financial Condition
As of 09/30/2005

($000's)

			09/30/2005
Assets
	Cash and Due From Depository Institutions		$	6,913,461
	Federal Reserve Stock			0
	Securities			41,305,628
	Federal Funds			3,300,808
	Loans & Lease Financing Receivables			132,797,940
	Fixed Assets			1,833,060
	Intangible Assets			10,366,321
	Other Assets			10,150,104
		Total Assets	$	206,667,322
Liabilities
	Deposits		$	130,337,423
	Fed Funds			3,146,570
	Treasury Demand Notes			14,111,392
	Trading Liabilities			176,079
	Other Borrowed Money			25,506,397
	Acceptances			85,177
	Subordinated Notes and Debentures			6,661,982
	Other Liabilities			5,968,944
		Total Liabilities	$	185,993,964
Equity
	Minority Interest in Subsidiaries		$	1,029,440
	Common and Preferred Stock			18,200
	Surplus			11,804,040
	Undivided Profits			7,821,678
		Total Equity Capital	$	20,673,358
Total Liabilities and Equity Capital			$	206,667,322

4

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Exhibit 25.1

FORM T-1
NOTE
SIGNATURE
Exhibit 6
Exhibit 7